Filed by Automated Filing Services Inc. (604) 609-0244 - Carbiz Inc. - Exhibit 10.6






DATA GATHERING CAPITAL CORP.

STOCK OPTION PLAN

1. The Plan

          A
stock option plan (the “Plan”), pursuant to which options to purchase common
shares, or such other shares as may be substituted therefor (“Shares”), in the
capital of Data Gathering Capital Corp. (the “Corporation”) may be granted to
the directors, officers and employees of the Corporation and to consultants
retained by the Corporation, is hereby established on the terms and conditions
set forth herein.

2. Purpose

          The
purpose of this Plan is to advance the interests of the Corporation by
encouraging the directors, officers and employees of the Corporation and
consultants retained by the Corporation to acquire Shares, thereby: (i)
increasing the proprietary interests of such persons in the Corporation; (ii)
aligning the interests of such persons with the interests of the Corporation’s
shareholders generally; (iii) encouraging such persons to remain associated with
the Corporation and (iv) furnishing such persons with an additional incentive in
their efforts on behalf of the Corporation.

3. Administration

          (a)
This Plan shall be administered by the board of directors of the Corporation
(the “Board”).

          (b)
Subject to the terms and conditions set forth herein, the Board is authorized to
provide for the granting, exercise and method of exercise of Options (as defined
in paragraph 3(d) below), all on such terms (which may vary between Options
granted from time to time) as it shall determine. In addition, the Board shall
have the authority to: (i) construe and interpret this Plan and all option
agreements entered into hereunder; (ii) prescribe, amend and rescind rules and
regulations relating to this Plan and (iii) make all other determinations
necessary or advisable for the administration of this Plan. All determinations
and interpretations made by the Board shall be binding on all Participants (as
hereinafter defined) and on their legal, personal representatives and
beneficiaries.

          (c)
Notwithstanding the foregoing or any other provision contained herein, the Board
shall have the right to delegate the administration and operation of this Plan,
in whole or in part, to a committee of the Board or to the President or any
other officer of the Corporation. Whenever used herein, the term “Board” shall
be deemed to include any committee or officer to which the Board has, fully or
partially, delegated responsibility and/or authority relating to the Plan or the
administration and operation of this Plan pursuant to this Section 3.

          (d)
Options to purchase the Shares granted hereunder (“Options”) shall be evidenced
by (i) an agreement, signed on behalf of the Corporation and by the person to
whom an Option is granted, which agreement shall be in such form as the Board
shall approve, or (ii) a written notice or other instrument, signed by the
Corporation, setting forth the material attributes of the Options.

4. Shares Subject to Plan

          (a)
Subject to Section 15 below, the securities that may be acquired by Participants
upon the exercise of Options shall consist of authorized but unissued Shares.
Whenever used herein, the term “Shares” shall be deemed to include any other
securities that may be acquired by a Participant upon the exercise of an Option
the terms of which have been modified in accordance with Section 15 below.

          (b)
The aggregate number of Shares reserved for issuance under this Plan, or any
other plan of the Corporation, shall not exceed ten percent of the total number
of issued and outstanding Shares (calculated 




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on a non-diluted basis) unless the Corporation receives the
permission of the stock exchange or exchanges on which the Shares are then
listed to exceed such threshold.

          (c)
If any Option granted under this Plan shall expire or terminate for any reason
without having been exercised in full, any unpurchased Shares to which such
Option relates shall be available for the purposes of the granting of Options
under this Plan.

5. Maintenance of Sufficient Capital

          The
Corporation shall at all times during the term of this Plan ensure that the
number of Shares it is authorized to issue shall be sufficient to satisfy the
Corporation’s obligations under all outstanding Options granted pursuant to this
Plan.

6. Eligibility and Participation

          (a)
The Board may, in its discretion, select any of the following persons to
participate in this Plan:

		(i) 	
      directors of the Corporation;

	 	 	 
		(ii) 	
      officers of the Corporation;

	 	 	 
		(iii)	
      employees of the Corporation; and

	 	 	 
		(iv) 	
      consultants retained by the Corporation, provided such
      consultants have performed and/or continue to perform services for the
      Corporation on an ongoing basis or are expected to provide a service of
      value to the Corporation;



(any such person having been selected for participation in this
Plan by the Board is herein referred to as a “Participant”).

          (b)
The Board may from time to time, in its discretion, grant an Option to any
Participant, upon such terms, conditions and limitations as the Board may
determine, including the terms, conditions and limitations set forth herein,
provided that Options granted to any Participant shall be approved by the
shareholders of the Corporation if the rules of any stock exchange on which the
Shares are listed require such approval.

7. Exercise Price

          The
Board shall, at the time an Option is granted under this Plan, fix the exercise
price at which Shares may be acquired upon the exercise of such Option provided
that such exercise price shall not be less than that from time to time permitted
under the rules of any stock exchange or exchanges on which the Shares are then
listed.

8. Number of Optioned Shares

          The
number of Shares that may be acquired under an Option granted to a Participant
shall be determined by the Board as at the time the Option is granted, provided
that the aggregate number of Shares reserved for issuance to any one Participant
under this Plan or any other plan of the Corporation, shall not exceed five
percent of the total number of issued and outstanding Shares (calculated on a
non-diluted basis) unless the Corporation receives the permission of the stock
exchange or exchanges on which the Shares are listed to exceed such
threshold.

9. Term




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          The
period during which an Option may be exercised (the “Option Period”) shall be
determined by the Board at the time the Option is granted, subject to any
vesting limitations which may be imposed by the Board in its sole unfettered
discretion at the time such Option is granted and Sections 11, 12 and 16 below,
provided that:

		(a) 	
      no Option shall be exercisable for a period exceeding
      five (5) years from the date the Option is granted unless otherwise
      specifically provided by the Board, and in any event, no Option shall be
      exercisable for a period exceeding ten (10) years from the date the Option
      is granted;

		 	 
		(b) 	
      no Option in respect of which shareholder approval is
      required under the rules of any stock exchange or exchanges on which the
      Shares are then listed shall be exercisable until such time as the Option
      has been approved by the shareholders of the Corporation; and

		 	 
		(c) 	
      the Board may, subject to the receipt of any necessary
      regulatory approvals, in its sole discretion, accelerate the time at which
      any Option may be exercised, in whole or in part.



10. Method of Exercise of Option

          (a)
Except as set forth in Sections 11 and 12 below or as otherwise determined by
the Board, no Option may be exercised unless the holder of such Option is, at
the time the Option is exercised, a director, officer, employee or consultant of
the Corporation.

          (b)
Options that are otherwise exercisable in accordance with the terms thereof may
be exercised in whole or in part from time to time.

          (c)
Any Participant (or his legal, personal representative) wishing to exercise an
Option shall deliver to the Corporation, at its principal office in the City of
Calgary, Alberta:

		(i)	
      a written notice expressing the intention of such
      Participant (or his legal, personal representative) to exercise his Option
      and specifying the number of Shares in respect of which the Option is
      exercised; and

		 	 
		(ii) 	
      a cash payment, certified cheque or bank draft,
      representing the full purchase price of the Shares in respect of which the
      Option is exercised.



          (d)
Upon the exercise of an Option as aforesaid, the Corporation shall use
reasonable efforts to forthwith deliver, or cause the registrar and transfer
agent of the Shares to deliver, to the relevant Participant (or his legal,
personal representative) or to the order thereof, a certificate representing the
aggregate number of fully paid and non-assessable Shares in respect of which the
Option has been duly exercised.

11. Ceasing to be a Director, Officer, Employee or
Consultant

          If
any Participant shall cease to hold the position or positions of director,
officer, employee or consultant of the Corporation (as the case may be) for any
reason other than death or permanent disability, his Option will terminate at
4:00 p.m. (Calgary time) on the earlier of the date of the expiration of the
Option Period and 30 days after the date such Participant ceases to hold the
position or positions of director, officer, employee or consultant of the
Corporation as the case may be.

          Neither
the selection of any person as a Participant nor the granting of an Option to
any Participant under this Plan shall: (i) confer upon such Participant any
right to continue as a director, officer, employee or consultant of the
Corporation, as the case may be; or (ii) be construed as a guarantee that the
Participant will continue as a director, officer, employee or consultant of the
Corporation, as the case may be.

12. Death or Permanent Disability of a
Participant




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          In
the event of the death or permanent disability of a Participant, any Option
previously granted to him shall be exercisable until the end of the Option
Period or until the expiration of 12 months after the date of death or permanent
disability of such Participant, whichever is earlier, and then, in the event of
death or permanent disability, only:

		(a) 	
      by the person or persons to whom the Participant’s rights
      under the Option shall pass by the Participant’s will or applicable law;
      and

		 	 
		(b) 	
      to the extent that he was entitled to exercise the Option
      as at the date of his death or permanent
disability.



13. Rights of Participants

          No
person entitled to exercise any Option granted under this Plan shall have any of
the rights or privileges of a shareholder of the Corporation in respect of any
Shares issuable upon exercise of such Option until such Shares have been paid
for in full and issued to such person.

14. Proceeds from Exercise of Options

          The
proceeds from any sale of Shares issued upon the exercise of Options shall be
added to the general funds of the Corporation and shall thereafter be used from
time to time for such corporate purposes as the Board may determine and
direct.

15. Adjustments

          (a)
The number of Shares subject to the Plan shall be increased or decreased
proportionately in the event of the subdivision or consolidation of the
outstanding Shares of the Corporation, and in any such event a corresponding
adjustment shall be made to the number of Shares deliverable upon the exercise
of any Option granted prior to such event without any change in the total price
applicable to the unexercised portion of the Option, but with a corresponding
adjustment in the price for each Share that may be acquired upon the exercise of
the Option. In case the Corporation is reorganized or merged or consolidated or
amalgamated with another corporation, appropriate provisions shall be made for
the continuance of the Options outstanding under this Plan and to prevent any
dilution or enlargement of the same.

          (b)
Adjustments under this Section 15 shall be made by the Board, whose
determination as to what adjustments shall be made, and the extent thereof,
shall be final, binding and conclusive. No fractional Shares shall be issued
upon the exercise of an Option following the making of any such adjustment.

16. Change of Control

          Notwithstanding
the provisions of section 11 or any vesting restrictions otherwise applicable to
the relevant Options, in the event of a sale by the Corporation of all or
substantially all of its assets or in the event of a change of control of the
Corporation, each Participant shall be entitled to exercise, in whole or in
part, the Options granted to such Participant hereunder, either during the term
of the Option or within 90 days after the date of the sale or change of control,
whichever first occurs.

          For
the purpose of this Plan change of control of the Corporation means and shall be
deemed to have occurred upon:

		(a) 	
      the acceptance by the holders of Shares of the
      Corporation, representing in the aggregate, more than 50 percent of all
      issued Shares of the Corporation, of any offer, whether by way of a
      takeover bid or otherwise, for all or any of the outstanding Shares of the
      Corporation; or

		 	 
		(b) 	
      the acquisition, by whatever means, by a person (or two
      or more persons who, in such acquisition, have acted jointly or in concert
      or intend to exercise jointly or in concert any voting rights attaching to
      the Shares acquired), directly or indirectly, of beneficial
    ownership







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      of such number of Shares or rights to Shares of the
      Corporation, which together with such person’s then owned Shares and
      rights to Shares, if any, represent (assuming the full exercise of such
      rights to voting securities) more than 50 percent of the combined voting
      rights of the Corporation’s then outstanding Shares; or

		 	 
		(c) 	
      the entering into of any agreement by the Corporation to
      merge, consolidate, amalgamate, initiate an arrangement or be absorbed by
      or into another corporation; or

		 	 
		(d) 	
      the passing of a resolution by the Board or shareholders
      of the Corporation to substantially liquidate the assets or wind-up the
      Corporation’s business or significantly rearrange its affairs in one or
      more transactions or series of transactions or the commencement of
      proceedings for such a liquidation, winding-up or re-arrangement (except
      where such re-arrangement is part of a bona fide reorganization of the
      Corporation in circumstances where the business of the Corporation is
      continued and where the shareholdings remain substantially the same
      following the re-arrangement); or

		 	 
		(e) 	
      individuals who were members of the Board of the
      Corporation immediately prior to a meeting of the shareholders of the
      Corporation involving a contest for or an item of business relating to the
      election of directors, not constituting a majority of the Board following
      such election.



17. Transferability

          All
benefits, rights and Options accruing to any Participant in accordance with the
terms and conditions of this Plan shall be non-transferrable and non-assignable
unless specifically provided herein. During the lifetime of a Participant, any
Options granted hereunder may only be exercised by the Participant and in the
event of the death or permanent disability of a Participant, by the person or
persons to whom the Participant’s rights under the Option pass by the
Participant’s will or applicable law.

18. Amendment and Termination of Plan

          The
Board may, at any time, suspend or terminate this Plan. The Board may also, at
any time, amend or revise the terms of this Plan, subject to the receipt of all
necessary regulatory approvals, provided that no such amendment or revision
shall alter the terms of any Options theretofore granted under this Plan.

19. Necessary Approvals

          The
obligation of the Corporation to issue and deliver Shares in accordance with
this Plan and Options granted hereunder is subject to applicable securities
legislation and to the receipt of any approvals that may be required from any
regulatory authority or stock exchange having jurisdiction over the securities
of the Corporation. If Shares cannot be issued to a Participant upon the
exercise of an Option for any reason whatsoever, the obligation of the
Corporation to issue such Shares shall terminate and any funds paid to the
Corporation in connection with the exercise of such Option will be returned to
the relevant Participant as soon as practicable.

20. Stock Exchange Rules

          This
Plan and any option agreements entered into hereunder shall comply with the
requirements from time to time of the stock exchange or exchanges on which the
Shares are listed.

21. Right to Issue Other Shares

          The
Corporation shall not by virtue of this Plan be in any way restricted from
declaring and paying stock dividends, issuing further Shares, varying or
amending its share capital or corporate structure or conducting its business in
any way whatsoever.




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22. Notice

          Any
notice required to be given by this Plan shall be in writing and shall be given
by registered mail, postage prepaid or delivered by courier or by facsimile
transmission addressed, if to the Corporation, at its principal address in
Toronto, Ontario (being Carl Ritter, Attention: The President); or if to a
Participant, to such Participant at his address as it appears on the books of
the Corporation or in the event of the address of any such Participant not so
appearing then to the last known address of such Participant; or if to any other
person, to the last known address of such person.

23. Gender

          Whenever
used herein words importing the masculine gender shall include the feminine and
neuter genders and vice versa.

24. Interpretation

          This
Plan will be governed by and construed in accordance with the laws of the
Province of Alberta.

          Dated
this 21st day of April, 1998.

	 	DATA GATHERING CAPITAL CORP. 
	 	 
	 	Per: