Filed by Automated Filing Services Inc. (604) 609-0244 - Carbiz Inc. - Exhibit 4.9






THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUED
UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"). THE HOLDER HEREOF, BY
PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH
SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE
CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER
THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION
UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF
AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES OR "BLUE SKY"
LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S.
SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF
SUBPARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF
COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE
CORPORATION TO SUCH EFFECT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES
REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S.
SECURITIES ACT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY"
IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

THE WARRANTS REPRESENTED BY THIS CERTIFICATE WILL BE VOID AND
OF NO VALUE UNLESS EXERCISED BY 4:30 P.M. (FLORIDA TIME), ON • OR SUCH EARLIER
DATE AS 

AGENT’S SECOND WARRANT CERTIFICATE

CARBIZ INC.
(Incorporated under the laws of
Ontario)

	WARRANT CERTIFICATE 
 NO. ____________________________________
            	       	__________________________
        AGENT'S WARRANTS entitling the holder to acquire, subject to the provisions
        hereof, one Common Share at a price of CDN$0.23 per Common Share for each
        Warrant represented hereby. 



THIS IS TO CERTIFY THAT _______________________________(hereinafter
  referred to as the "holder") is entitled to acquire in the manner and subject
  to the restrictions and adjustments set forth herein, at any time and from time
  to time until 4:30 p.m. (Florida time) (the "Time of Expiry") on • (the
  "Expiry Date"), one fully paid and non-assessable Common Share ("Common Share")
  without nominal or par value of Carbiz Inc. (the "Corporation") as such shares
  were constituted on • for each Warrant represented on Share.




1.            
Exercise of Warrant

The right to acquire Common Shares may only be exercised by the
holder within the time set forth above by:

	(a) 	duly completing and executing, in the manner indicated,
        the Exercise Form; 

	 	 
	(b) 	surrendering this Warrant Certificate to the Corporation
        at its principal office at 7560 Commerce Court, Sarasota, Florida 34243
        together with the duly completed Exercise Form; and 

	 	 
	(c) 	remitting cash, certified cheque, bank draft or money
        order, payable to or to the order of the Corporation at par where this
        Warrant Certificate is so surrendered, for the aggregate purchase price
        of the Common Shares so subscribed for. 



These Warrants shall be deemed to be surrendered only upon
personal delivery hereof or, if sent by mail or other means of transmission,
upon actual receipt thereof by the Corporation at the principal office referred
to above. Upon exercise and surrender of these Warrants, and payment of the
exercise price to the Corporation, the person or persons in whose name or names
the Common Shares issuable upon exercise of the Warrants are to be issued shall
be deemed for all purposes to be the holder or holders of record of such Common
Shares and the Corporation covenants that it will cause a certificate or
certificates representing such Common Shares to be delivered or mailed to the
person or persons at the address or addresses specified in the Exercise
Form.

Certificates for the Common Shares subscribed for will be
mailed to the persons specified in the Exercise Form at their respective
addresses specified therein, within five (5) Business Days after the surrender
of this Warrant Certificate and payment as aforesaid. In the event of a purchase
of a number of Common Shares fewer than the number which can be purchased upon
exercise of the Warrants represented hereby, the registered holder of this
Warrant Certificate shall be entitled to receive without charge a new Warrant
Certificate in respect of the balance of the Common Shares not then purchased.
Under no circumstances is the Corporation obliged to issue fractional Common
Shares.

2.            
Cashless Exercise

Subject to the provisions hereof, at any time or from time to
time prior to the Time of Expiry, the holder shall also have the right to
exercise this Warrant or any portion thereof (a "Cashless Exercise"), without
payment by the holder of the Exercise Price in cash or any other consideration
(other than the surrender of rights to receive Common Shares hereunder), as
provided herein. Upon a Cashless Exercise with respect to a particular number of
Common Shares (the "Exchanged Common Shares"), the Company shall deliver to the
holder (without payment by the holder of the Exercise Price in cash or any other
consideration (other than the surrender of rights to receive Common Shares
hereunder)) that number of Common Shares computed using the following
formula:

X = Y (A - B) 
      
A

2





	Where: 	X =	the number of Common Shares
        to be delivered to the holder; 

	 	 	 
	  	Y =	the number of Exchanged Common
        Shares; 

	 	 	 
	  	A =	the Current Market Price of
        the inCommon Shares as determined accordance with section 3(g)(v) below.
      

	  	  	
	  	B = 	the Exercise Price (as adjusted
        through the Cashless Exercise Date) 



A Cashless Exercise may be effected by the holder by the
surrender of this Warrant as provided herein, together with a written statement
specifying that the holder thereby intends to effect a Cashless Exercise and
indicating the number of Exchanged Common Shares which are covered by the
Cashless Exercise. Such Cashless Exercise shall be effective upon receipt by the
Company of this Warrant, together with the aforesaid written statement, or on
such later date as is specified therein (the "Cashless Exercise Date"). The
Company shall issue to the holder as of the Cashless Exercise Date a certificate
for the Common Shares issuable upon the Cashless Exercise and, if applicable, a
new warrant of like tenor evidencing the balance of the Common Shares remaining
subject to this Warrant.

3.            
Adjustments

The exercise price (and the number of Common Shares purchasable
upon exercise in the case of paragraphs (d) and (e) below) shall be subject to
adjustment from time to time in the events and in the manner provided for
below.

	(a) 	If and whenever at any time after the date
        hereof and prior to the Time of Expiry the Corporation shall: 

	 	 	 
		(i) 
	issue Common Shares to all or substantially all of
        the holders of outstanding Common Shares as a stock dividend (other than
        the issue of Common Shares to holders of outstanding Common Shares pursuant
        to the exercise of an option to receive dividends in the form of Common
        Shares in lieu of dividends paid in the ordinary course on the outstanding
        Common Shares); 

	 	 	 
		(ii) 
	make a distribution on its outstanding Common Shares
        payable in Common Shares or securities exchangeable for or convertible
        in either case without the payment of further consideration, into Common
        Shares other than the issue of Common Shares (or securities exchangeable
        for or convertible into Common Shares) to holders of outstanding Common
        Shares pursuant to the exercise of an option to receive dividends in the
        form of Common Shares (or securities exchangeable for or convertible into
        Common Shares) in lieu of dividends paid in the ordinary course on the
        outstanding Common Shares); 

	 	 	 
		(iii) 
	subdivide its outstanding Common Shares into a greater
        number of shares; or 

	 	 	 
		(iv) 
	consolidate its outstanding Common Shares into a
        smaller number of shares; 



3





		(any of such events in the foregoing clauses
        (i), (ii), (iii) and (iv) being hereinafter called a "Common Share Reorganization"),
        then the exercise price shall be adjusted, effective immediately after
        the record date at which the holders of outstanding Common Shares are
        determined for the purpose of the Common Share Reorganization, by multiplying
        the exercise price in effect immediately prior to such record date by
        a fraction, the numerator of which shall be the number of Common Shares
        outstanding on such record date before giving effect to such Common Share
        Reorganization, and the denominator of which shall be the number of Common
        Shares outstanding immediately after giving effect to such Common Share
        Reorganization (including, in the case where securities exchangeable for
        or convertible, in either case without the payment of further consideration,
        into Common Shares are distributed, the number of Common Shares that would
        have been outstanding had such securities been exchanged for or converted
        into Common Shares on such record date). 

		
	 	 
	(b) 	If and whenever at any time after the date
        hereof and prior to the Time of Expiry, the Corporation shall issue rights,
        options or warrants to all or substantially all of the holders of the
        outstanding Common Shares, pursuant to which such shareholders are entitled,
        directly or indirectly, during a period expiring not more than 45 days
        after the record date for such issue (the "Rights Period"), to subscribe
        for or purchase Common Shares at a price per share (or at an exchange
        or conversion price per share at the date of issue of such securities
        in the case of securities exchangeable for or convertible into Common
        Shares) less than 95% of the Current Market Price for the Common Shares
        on such record date (any of such events being hereinafter called a "Rights
        Offering"), then the exercise price shall be adjusted effective immediately
        after the end of the Rights Period to a price determined by multiplying
        the exercise price in effect immediately prior to the end of the Rights
        Period by a fraction: 

		
		 	 
		(i) 
	  the numerator of which
        shall be the aggregate of: 

	 	 	 	 
			(A) 
	the number of Common Shares outstanding
        as of the record date for the Rights Offering, and 

	 	 	 	 
			(B)
	 a number determined by dividing:
        (i) either (1) the product of the number of Common Shares issued or subscribed
        for during the Rights Period upon the exercise of the rights, warrants,
        or options distributed under the Rights Offering and the price per share
        at which such Common Shares are acquired; or, as the case may be, (2)
        the product of the exchange or conversion price of the securities distributed
        under the Rights Offering and the number of Common Shares for or into
        which such securities were exchanged or converted during the Rights Period;
        by (ii) the Current Market Price of the Common Shares as of the record
        date for the Rights Offering, and 

	 	 	 	 
		(ii) 
	  the denominator of which
        shall be the number of Common Shares outstanding immediately after the
        end of the Rights Period (after giving effect to the Rights Offering,
        including the number of Common Shares actually issued or subscribed 



4





			for during the Rights Period upon exercise
        of the rights, warrants or options (or securities derived therefrom) distributed
        under the Rights Offering). 

	 	 	 	 
	(c) 
	If and whenever at any time after the date
        hereof and prior to the Time of Expiry the Corporation shall fix a record
        date for the issue or the distribution to all or substantially all of
        the holders of outstanding Common Shares of: (i) shares of the Corporation
        of any class other than Common Shares (other than the issue of shares
        to holders of Common Shares pursuant to the exercise of an option to receive
        dividends in the form of such shares in lieu of dividends paid in the
        ordinary course on the Common Shares); (ii) rights, options or warrants
        to acquire Common Shares or securities exchangeable for or convertible
        into Common Shares (excluding those exercisable for a period expiring
        not more than 45 days after such record date at a price per share (or
        having a conversion or exchange price per share) of not less than 95%
        of the Current Market Price); or (iii) evidences of indebtedness; and
        if such issuance or distribution does not constitute a dividend paid in
        the ordinary course, a Common Share Reorganization or a Rights Offering
        (any of such non-excluded events being herein called a "Special Distribution"),
        the exercise price shall be adjusted effective immediately after such
        record date to a price determined by multiplying the exercise price in
        effect on such record date by a fraction: 

	 	 	 	 
		(i) 
	the numerator of which shall be: 

	 	 	 	 
			(A) 
	the product of the number of Common Shares outstanding
        on such record date and the Current Market Price of the Common Shares
        on such record date; less 

	 	 	 	 
			(B) 
	the fair market value, as determined by action by
        the directors (whose determination shall be conclusive), to the holders
        of the Common Shares of the shares, rights, options, warrants, or evidences
        of indebtedness issued or distributed in the Special Distribution; and
      

	 	 	 	 
		(ii) 
	the denominator of which shall be the number
        of Common Shares outstanding on such record date multiplied by the Current
        Market Price of the Common Shares on such record date. 

	 	 	 	 
	(d) 
	If and whenever at any time after the date
        hereof and prior to the Time of Expiry the Corporation shall determine
        to transfer all or a portion of its assets to a subsidiary and to distribute
        shares of such subsidiary to holders of Common Shares, holders of Warrants
        on the record date of such distribution shall be entitled to receive,
        upon exercise of their Warrants, in addition to Common Shares, such number
        of shares in the subsidiary equal to the number of shares they would have
        received had they exercised the Warrants prior to such record date and
        continued to hold the Common Shares received upon the exercise of the
        Warrants, on such record date. 

	 	 	 	 
	(e) 
	If and whenever at any time after the date
        hereof and prior to the Time of Expiry there shall be a reclassification
        of the Common Shares at any time outstanding or a change of the outstanding
        Common Shares into other shares or into other securities (other than a
      



5





		Common Share Reorganization), or a consolidation,
        amalgamation or merger of the Corporation with or into any other corporation
        or other entity (other than a consolidation, amalgamation or merger which
        does not result in any reclassification of the outstanding Common Shares
        or a change of the Common Shares into other shares), or a transfer of
        the undertaking or assets of the Corporation as an entirety or substantially
        as an entirety to another corporation or other entity (any of such events
        being herein called a "Capital Reorganization"), the holder, upon any
        exercise of its right hereunder to purchase Common Shares after the effective
        date of such Capital Reorganization, shall be entitled to receive, and
        shall accept, for the same aggregate consideration, in lieu of the number
        of Common Shares to which the holder was theretofore entitled upon such
        exercise, the aggregate number of shares, other securities or other property
        which the holder would have been entitled to receive as a result of such
        Capital Reorganization if, on the effective date thereof, the holder had
        been the registered holder of the number of Common Shares that the holder
        was theretofore entitled to acquire upon such exercise. If determined
        appropriate by the board of directors of the Corporation, appropriate
        adjustments shall be made following any such Capital Reorganization in
        the application of the provisions set forth herein, with respect to the
        rights and interest thereafter of the holder and the adjustments to the
        exercise price and/or number or type of shares, to the end that such provisions
        shall thereafter correspondingly be made applicable as nearly as may reasonably
        be possible in relation to any shares, other securities or other property
        thereafter deliverable upon the exercise of any of these Warrants. 

	 	 	 
	(f) 	If and whenever at any time after the date
        hereof and prior to the Time of Expiry a Common Share Reorganization shall
        occur and any such event results in an adjustment in the exercise price,
        the number of Common Shares purchasable pursuant to each of these Warrants
        shall be adjusted contemporaneously with the adjustment of the exercise
        price, by multiplying the number of Common Shares theretofore purchasable
        on the exercise thereof by a fraction the numerator of which shall be
        the exercise price in effect immediately prior to such adjustment and
        the denominator of which shall be the exercise price resulting from such
        adjustment. 

	 	 	 
	(g) 	The adjustments to the exercise price and
        number or type of shares of the Corporation provided for herein are cumulative
        and such adjustments shall be made successively whenever any of the relevant
        events referred to herein shall occur. For purposes of the adjustments
        set forth above, the following provisions shall apply: 

	 	 	 
		(i) 
	no adjustment in the exercise price shall be required
        unless such adjustment would result in a change of at least 1% in the
        prevailing exercise price and no adjustment shall be made pursuant to
        clause (e) in the number of Common Shares purchasable upon exercise of
        any of these Warrants unless a corresponding adjustment to the exercise
        price is required hereunder; provided, however, that any adjustments which,
        except for the provisions of this clause (g)(i) would otherwise have been
        required to be made, shall be carried forward and taken into account in
        any subsequent adjustment; 

	 	 	 
		(ii) 
	if a dispute shall at any time arise with respect
        to adjustments provided for herein, such dispute shall be conclusively
        determined by the Corporation’s auditors 



6





	 		(except in cases where any determination relating
        to adjustments is to be made by the board of directors of the Corporation),
        or if they are unable or unwilling to act, by such other firm of independent
        chartered accountants as may be selected by action of the directors and
        any such determination shall be binding upon the Corporation and the holder;
      

	 	 	 
	 	(iii) 
	in case the Corporation, after the date hereof and
        prior to the Time of Expiry, shall take any action affecting the outstanding
        Common Shares, other than an action described herein, which in the opinion
        of the board of directors of the Corporation would materially affect the
        rights of the holder, the exercise price or the number of Common Shares
        purchasable upon exercise of these Warrants (or both, as the case may
        be) shall be adjusted in such manner, if any, and at such time, as the
        directors in their sole discretion may determine to be equitable in the
        circumstances; 

	 	 	 
	 	(iv) 
	if the Corporation shall set a record date to determine
        holders of outstanding Common Shares entitled to receive any dividend
        or distribution or any subscription or purchase rights and shall, thereafter
        and before the distribution to such shareholders of any such dividend,
        distribution or subscription or purchase rights, legally abandon its plan
        to pay or deliver such dividend, distribution or subscription or purchase
        rights, then no adjustment in the exercise price or the number of Common
        Shares purchasable upon exercise of any of these Warrants shall be required
        by reason of the setting of such record date; 

	 	 	 
	 	(v) 
	"Current Market Price" of the Common Shares at any
        date means a price per share equal to the weighted average price at which
        the Common Shares have traded in board lots on the principal stock exchange
        on which the Common Shares are then traded, or if the Common Shares are
        not then listed on any stock exchange, on the over-the-counter market,
        during the period of 20 consecutive trading days immediately before such
        date; 

	 	 	 
	 	(vi) 
	in the absence of a resolution of the directors fixing
        a record date for a Rights Offering or Special Distribution, the Corporation
        shall be deemed to have fixed as the record date therefor the date on
        which the Rights Offering or Special Distribution is effected; 

	 	 	 
	 	(vii) 
	as a condition precedent to the taking of any action
        which would require any adjustment in any attribute of these Warrants,
        including the exercise price and the number or class of shares or other
        securities which are to be received upon the exercise thereof, the Corporation
        shall take any corporate action which may, in the opinion of counsel,
        be necessary in order that the Corporation have unissued and reserved
        in its authorized capital and may validly and legally issue as fully paid
        and non-assessable all shares or other securities that the holder is entitled
        to receive on the total exercise hereof in accordance with the provisions
        hereof; and 

	 	 	 
	 	(viii) 
	"dividends paid in the ordinary course" means cash
        dividends declared payable on the Common Shares in any fiscal year of
        the Corporation to the extent that such 



7





		
      
	cash dividends do not exceed, in the aggregate, the greatest of: (i) 200%
      of the aggregate amount of cash dividends declared payable by the Corporation
      on the outstanding Common Shares in its immediately preceding fiscal year;
      (ii) 300% of the arithmetic mean of the aggregate amounts of cash dividends
      declared payable by the Corporation on the outstanding Common Shares in
      its three immediately preceding fiscal years; and (iii) 100% of the aggregate
      consolidated net income of the Corporation, before extraordinary items,
      for its immediately preceding fiscal year. 
	 	 
	(h) 	In any case in which the terms of these
        Warrants shall require that an adjustment become effective as of a particular
        time, the Corporation may defer, until such time, issuing to the holder
        in respect of any Warrants exercised after the record date for the event
        giving rise to the adjustment and before such time the kind and amount
        of shares, other securities or property to which the holder would be entitled
        upon such exercise by reason of the relevant adjustment, provided, however
        that the Corporation shall deliver to the holder an appropriate instrument
        evidencing such holder’s right, upon the occurrence of any event
        requiring the adjustment, to the relevant adjustment. 

	 	 
	(i) 	At least 10 days prior to the effective
        date or record date, as the case may be, of any event which requires or
        might require an adjustment in any attribute of these Warrants, including
        the exercise price and the number of Common Shares that are purchasable
        upon the exercise thereof, the Corporation shall give notice to the holder
        of the particulars of such event and, if determinable, the required adjustment.
        In case any adjustment is not then determinable, the Corporation shall
        promptly after such adjustment is determinable give notice to the holder
        of the adjustment. 



On the happening of each and every event referred to above that
gives rise to an adjustment, the applicable provisions of these Warrants shall,
ipso facto, be deemed to be amended accordingly and the Corporation shall
take all necessary action so as to comply with such provisions as so
amended.

4.            
Fractional Shares

No fractional Common Shares shall be issuable upon the exercise
of these Warrants, and if the number of Common Shares to be issued upon exercise
of these Warrants is other than a whole number, then the number of Common Shares
to be issued shall be rounded down to the next whole number. 

5.            
Transfer of Warrants

The Warrants evidenced by this Warrant Certificate are
non-transferable and, upon any purported assignment being made in contravention
of either the terms hereof or applicable securities law, this Warrant
Certificate and the Warrants evidenced hereby shall become null and void and of
no further force or effect. Notwithstanding the foregoing, the holder may assign
all or part of this Warrant to a shareholder, partner, member, or Affiliate (as
that term is defined in Rule 405 of Regulation C under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") of such holder;
provided, however, that any transfer to any such party is 

8




permitted only if such party is not: (i) a competitor of the
Carbiz, Inc.; (ii) a holder of 5% or more of the equity of a competitor of
Carbiz, Inc., or (iii) an entity of which 5% or more of its securities are held
by a competitor of Carbiz, Inc.; provided further that no party may be assigned
any portion of this Warrant unless Carbiz, Inc. is given written notice by the
assigning party at the time of such assignment stating the name, address and tax
identification number of the assignee(s) and identifying the securities of
Carbiz, Inc. as to which are being assigned; and provided further that any such
assignee shall receive such assigned Warrants subject to all the terms and
conditions of this Warrant, including without limitation the provisions of this
Section 5.

6.            
Exchange, Loss of Warrants

The registered holder of this Warrant Certificate may, at any
time prior to the Expiry Date, upon surrender of this Warrant Certificate to the
Corporation at the principal office referred to above, exchange this Warrant
Certificate for other Warrant Certificates entitling the holder to acquire, in
the aggregate, the same number of Common Shares as may be acquired under this
Warrant Certificate.

If these Warrants are stolen, lost, mutilated or destroyed the
Corporation may, on such reasonable terms as to indemnity or otherwise as it may
impose, deliver replacement Warrants of like denomination, tenor and date as the
Warrants so stolen, lost, mutilated or destroyed.

7.            
United States Matters

The Warrants represented hereby and securities which may be
acquired hereunder have not been registered under the U.S. Securities Act or
applicable state securities laws, and the Warrants evidenced by this Warrant
Certificate may not be exercised unless the Common Shares issuable upon exercise
of the Warrants are appropriately registered under the U.S. Securities Act and
any applicable state securities laws or the Warrants are exercised pursuant to
an applicable exemption from registration under the U.S. Securities Act and
applicable state securities laws and the Corporation has received an opinion of
counsel of recognized standing to such effect in form and substance satisfactory
to the Corporation; provided that an "accredited investor", as defined in Rule
501(a) of Regulation D under the U.S. Securities Act, that acquired the Warrants
directly from the Corporation will not be required to deliver an opinion of
counsel in connection with the exercise of such Warrants.

Unless the Common Shares issuable upon exercise of these
Warrants are appropriately registered under the U.S. Securities Act and any
applicable state securities laws, all Common Shares issuable upon exercise of
these Warrants with Box A or Box B checked on the Exercise Form, and all
certificates issued in exchange thereof or in substitution thereof, shall bear
the following legend in substantially the following form:


  "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
    REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
    "U.S. SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES,
    AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED,
    SOLD OR OTHERWISE 



9





  TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE
    THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE U.S. SECURITIES
    ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S.
    SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE,
    AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS,
    OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S.
    SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF
    SUBPARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE CORPORATION AN OPINION
    OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE
    CORPORATION TO SUCH EFFECT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES
    REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S.
    SECURITIES ACT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY"
    IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA."



provided, that if any of the Common Shares issuable upon
exercise of these Warrants are being sold pursuant to Rule 144 of the U.S.
Securities Act, the legend may be removed by delivery to the Corporation’s
registrar and transfer agent of an opinion of counsel of recognized standing in
form and substance satisfactory to the Corporation, to the effect that the
legend is no longer required under applicable requirements of the U.S.
Securities Act or state securities laws. 

8.            
Miscellaneous

The Corporation represents and warrants that it is duly
authorized to create and deliver these Warrants and to issue the Common Shares
that may be issued hereunder and that this Warrant Certificate, when signed by
the Corporation as herein provided, will be a valid obligation of the
Corporation enforceable against the Corporation in accordance with the
provisions hereof. The Corporation hereby covenants and agrees that, subject to
the provisions hereof, it will cause the Common Shares from time to time duly
subscribed for and purchased in the manner herein provided, and the certificates
evidencing such Common Shares, to be duly issued and delivered, and that at all
times up to and including the Time of Expiry, while these Warrants remain
outstanding, it shall have sufficient authorized capital to satisfy its
obligations hereunder should the holder determine to exercise the right in
respect of all the Common Shares for the time being purchasable pursuant to
these Warrants. Certificates for Common Shares issued upon the exercise of these
Warrants may bear such legend or legends as to transfer as may be considered
necessary by the Corporation and its counsel, acting reasonably. All Common
Shares issued upon the exercise of the right of purchase herein provided (upon
payment therefor of the amount at which such Common Shares may at the time be
purchased pursuant to the provisions hereof), shall be issued as fully paid and
non-assessable Common Shares and the holders thereof shall not be liable to the
Corporation or its creditors in respect thereof.

The holding of the Warrants evidenced by this Warrant
Certificate shall not constitute the holder hereof a shareholder of the
Corporation or entitle the holder to any right or interest in respect thereof
except as expressly provided in this Warrant Certificate.

Time shall be of the essence hereof.

These Warrants shall be governed by and construed in accordance
with the laws of the Province of Alberta and the laws of Canada applicable
therein.

10




This Warrant Certificate shall not be valid for any purpose
whatever unless and until it has been executed by the Corporation.

IN WITNESS WHEREOF the Corporation has caused this Warrant
Certificate to be signed by its duly authorized officer on this ____ day of
__________________, 2004.

	 	CARBIZ INC. 
	 	 	 
	 	 	 
	 	Per: 	  


11




EXERCISE FORM

TO:      Carbiz Inc.

The undersigned hereby exercises the right pursuant to the Warrants
  represented by this Warrant Certificate to acquire _________________Common Shares
  of Carbiz Inc. (the "Corporation"), as constituted on • (or such
  number of other securities or property to which such Warrants entitle the undersigned
  in lieu thereof or in addition thereto under the terms and conditions referred
  to in this Warrant Certificate), in accordance with and subject to the terms
  and conditions referred to in this Warrant Certificate.

The Common Shares (or other securities or property) are to be
issued as follows:

	 	Name: 	 
	 	 	 
	 	 	 
	 	Address in full: 	 
	 	  	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Number of Common Shares: 	 
	 	 	 
	 	 	 
	 	Social Insurance Number: 	 


Note: The undersigned holder may not be required to complete
this section of the Exercise Form. The Corporation recommends that the
undersigned holder contact the Corporation in advance of any exercise of
Warrants to determine whether this section applies and must be completed by the
undersigned holder.

The undersigned hereby represents, warrants and certifies as
follows (only one of the following must be checked):

	A.	 ̈	The undersigned
        holder (i) acquired the Warrants directly from the Corporation (ii) is
        exercising the Warrants solely for its own account and not on behalf of
        any other person; and (iii) was an "accredited investor", as that term
        is defined in Regulation D under the U.S. Securities Act, both on the
        date the Warrants were acquired from the Corporation and on the date of
        exercise of the Warrants. 





	 	  	  
	B.	 ̈	The undersigned
        holder has delivered to the Corporation an opinion of counsel of recognized
        standing in form and substance satisfactory to the Corporation to the
        effect that an exemption from the registration requirements of the U.S.
        Securities Act and applicable state securities laws is available for the
        issuance of the Common Shares issuable upon exercise of the Warrants.
      







The undersigned holder understands that the certificates
representing the Common Shares will bear a legend restricting transfer without
registration under the U.S. Securities Act and applicable state securities laws
unless an exemption from registration is available.




Note: If further nominees intended, please attach (and
initial) a schedule giving these particulars.

DATED this _____day of __________, _____.

Signature Guaranteed (Signature of Warrant holder)

	 	 
	 	(Print
      full name) 
	 	 
	 	 
	 	(Print
      full address) 
	 	 
	 	 
	 	(Social Insurance Number) 


Instructions:

	1. 	The registered holder may exercise its right to receive
        Common Shares by completing this Exercise Form and surrendering this Warrant
        Certificate representing the Warrants being exercised to the Corporation
        at its principal office at 7560 Commerce Court, Sarasota, Florida 34243.
        Certificates for Common Shares will be delivered or mailed as soon as
        practicable, and in any event within five business days, after the exercise
        of the Warrants. 

	 	 
	2. 	If the Exercise Form indicates that Common Shares
        are to be issued to a person or persons other than the registered holder
        of the Warrant Certificate, the signature of such holder on the Exercise
        Form must be guaranteed by an authorized officer of a chartered
        bank, trust company or an investment dealer who is a member of a recognized
        stock exchange. Common Shares will only be transferable in accordance
        with applicable laws. 

	 	 
	3. 	If the Exercise Form is signed by a trustee, executor,
        administrator, curator, guardian, attorney, officer of a corporation or
        any person acting in a fiduciary or representative capacity, the Warrant
        Certificate must be accompanied by evidence of authority to sign satisfactory
        to the Corporation. 

	 	 
	4. 	If Box B is checked, any opinion tendered must be
        from counsel of recognized standing in form and substance satisfactory
        to the Corporation. Holders planning to deliver an opinion of counsel
        in connection with the exercise of Warrants should contact the Corporation
        in advance to determine whether any opinions to be tendered will be acceptable
        to the Corporation.