Filed by Automated Filing Services Inc. (604) 609-0244 - Carbiz Inc. - Exhibit 10.8





 

	 	Innovation Capital, LLC 

      7491 Estrella Circle 

      Boca Raton, FL 33433-1651 

      Telephone (561) 859-3673 

      fax (561) 483-6129 












  ____________________________________________

PLACEMENT AGENT AGREEMENT

This agreement (the “Agreement”), made as of this
29th day of September, 2004, by and between CARBIZ, INC., an Ontario
corporation, (the “Company”), with its principal place of business at 7405 N.
Tamiami Trail, Sarasota, Florida 34243 and INNOVATION CAPITAL, LLC, (the
“Placement Agent”), a Florida limited liability company, with its principal
place of business at 7491 Estrella Circle, Boca Raton, Florida 33433, confirms
the understanding and agreement between the Company and the Placement Agent as
follows:

SECTION I

The Company hereby engages the Placement Agent as the Company’s
placement agent in connection with a proposed private placement in the United
States (the “Offering”) of up to two million dollars (US$2,000,000) of the
Company’s convertible debentures (the “Debentures”). The Offering will be made
to solely “accredited investors” (the “Accredited Investors”), as such term is
defined in Rule 501(a) of Regulation D (“Regulation D”) promulgated under the
United States Securities Act of 1933, as amended (the “Securities Act”),
pursuant to an exemption from registration under applicable federal and state
securities laws available under Rule 506 of Regulation D and in accordance with
the terms of this Agreement. The Debentures shall be convertible into units (the
“Units”), which shall consist of one common share (a “Share”), one Class A
Warrant (a “Class A Warrant”) and one half of one Class B Warrant (a “Class B
Warrant”, together a Class A Warrant, the “Warrants”). The Debentures shall
automatically convert on the date that the Company obtains a listing on the
United States Over-The-Counter Bulletin Board and delists from the TSX Venture
Exchange (the “Conversion Date”). The Placement Agent hereby accepts such
engagement upon the terms and conditions set forth in this Agreement. This
Agreement shall not give rise to any commitment or obligation by the Placement
Agent to purchase any of the Debentures or, except as set forth herein, to find
purchasers for the Debentures.

The Placement Agent shall provide the following services (the
“Services”):

(a)         
Advise the Company with regard to the size of the Offering and the structure and
terms of the Debentures in light of the current market environment;

(b)         
Assist the Company in identifying and evaluating prospective qualified
Accredited Investors;

(c)         
Approach such investors on a “best efforts basis” regarding an investment in the
Company; and




(d)          Work
with the Company to develop a negotiating strategy and assist with the
negotiations with such potential investors.

In connection with the Placement Agent providing the Services,
the Company agrees to keep the Placement Agent up to date and apprised of all
material business, market and legal developments related to the Company and its
operations and management. The Placement Agent shall devote such time and effort
as it deems commercially reasonable under the circumstances in rendering the
Services. The Placement Agent shall not provide any work that is in the ordinary
purview of a certified public accountant. The Placement Agent cannot guarantee
results on behalf of the Company, but shall pursue all avenues that it deems
reasonable through its network of contacts.

SECTION II

The Placement Agent, its affiliates and any person acting on
its or their behalf hereby represent, warrant and agree as follows (the
“Placement Agent Parties”):

(a)          The
Debentures offered and sold by the Placement Agent have been and will be offered
and sold in compliance with all federal and state securities laws and
regulations governing the registration and conduct of broker-dealers, and each
Placement Agent Party making an offer or sale of Debentures was or will be, at
the time of any such offer or sale, registered as a broker-dealer pursuant to
Section 15(b) of the United States Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and under the laws of each applicable state of the United
States (unless exempted from the respective state’s broker-dealer registration
requirements), and in good standing with the National Association of Securities
Dealers, Inc.

(b)          The
Debentures offered and sold by the Placement Agent have been and will be offered
and sold only to Accredited Investors in accordance with Rule 506 of Regulation
D and applicable state securities laws; provided, however, the Company shall
make all necessary filings under Rule 503 of Regulation D and such similar
notice filings under applicable state securities laws. The Placement Agent
Parties represent and warrant that they have reasonable grounds to believe and
do believe that each person to whom a sale, offer or solicitation of an offer to
purchase Debentures was or will be made was and is an Accredited Investor. Prior
to the sale and delivery of a Debenture to any such investor, the Placement
Agent Parties will obtain an executed subscription agreement and an executed
investors’ rights agreement in the form agreed upon by the Company and the
Placement Agent (the “Subscription Documents”).

(c)          In
connection with the offers and sales of the Debentures, the Placement Agent
Parties have not and will not 

              (1)         
Offer or sell, or solicit any offer to buy, any Debentures by any form of
“general solicitation” or “general advertising”, as such terms are used in
Regulation D, or in any manner involving a public offering within the meaning of
Section 4(2) of the Securities Act; 

        
     (2)         
Use any written material other than the term sheet approved by the Company and
the Placement Agent, a copy of which is attached hereto as Appendix A,
and the Subscription Documents, and shall only rely upon and communicate
information that is publicly available regarding the Company to any potential
investors (without limiting the foregoing, none of the Placement Agent Parties
is authorized to make any representation or warranty to any offeree concerning
the Company or an investment in the Debentures); or 




          
    (3)         
Take any action that would constitute a violation of Regulation M under the
Exchange Act.

(d)          The
Placement Agent shall cause each affiliate or each party acting on its or their
behalf with whom they enter into contractual arrangements relating to the offer
and sale of any Debentures to agree, for the benefit of the Company, to the same
provisions contained in this Agreement.

SECTION III

During the Term (as defined below), the Placement Agent is
hereby retained by the Company to make limited introductions on a best efforts
basis to provide financing for the Company in an amount and form to be mutually
determined by the Company and the Placement Agent.

SECTION IV

The Company hereby represents, warrants and agrees as
follows:

(a)          This
Agreement has been authorized, executed and delivered by the Company and, when
executed by the Placement Agent will constitute the valid and binding agreement
of the Company enforceable against the Company in accordance with its terms,
except as enforcement thereof may be limited by bankruptcy, insolvency or
reorganization, moratorium or other similar laws relating to or affecting
creditors’ rights generally or by general equitable principles. 

(b)          The
offer and sale of the Debentures, the Shares, and the Warrants shall be exempt
from registration under the Securities Act, and will comply, in all material
respects with the requirements of Rule 506 of Regulation D promulgated under the
Securities Act and any applicable state securities laws. No documents prepared
by the Company in connection with the Offering, or any amendment or supplement
thereto, contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading. 

(c)          The
financial statements, audited and unaudited (including the notes thereto),
included in the Company’s latest annual information form and subsequent
quarterly reports filed with the Canadian regulatory authorities (the “Financial
Statements”), present fairly the financial position of the Company as of the
dates indicated and the results of operations and cash flows of the Company for
the periods specified. Such Financial Statements have been prepared in
conformity with Canadian generally accepted accounting principles applied on a
consistent basis throughout the periods involved except as otherwise stated
therein. 

(d)          No
federal, state or foreign governmental agency has issued any order preventing or
suspending the Offering. 

(e)          The
Company is an Ontario corporation organized, existing and with active status
under the laws of Ontario, Canada, with corporate power and authority under such
laws to own, lease and operate its properties and conduct its business as now
conducted. The Company has all power, authority, authorization and approvals as
may be required to enter into this Agreement and each of the Subscription
Documents, and to carry out the provisions and conditions hereof and thereof,
and to issue and sell the Debentures, the Shares, and Warrants. 




(f)          The
Debentures, the Shares, the Warrants, and common shares issuable upon exercise
of the Warrants (the “Warrant Shares”), have all been authorized for issuance
and sale pursuant to the Subscription Documents, and when issued and delivered
by the Company against payment therefore in accordance with the terms of the
Subscription Documents, will be validly issued and fully paid and
non-assessable.

(g)          With
the exception of any approvals required by the TSX Venture Exchange related to
the Offering, no further approval or authorization of any shareholder of the
Company, its Board of Directors or other person or group is required for the
issuance and sale of the Debentures, the Shares, the Warrants or the Warrant
Shares. 

(h)          Since
the latest unaudited financial statements filed with the Canadian regulatory
authorities for the quarter ended July 30, 2004, there has not been any (A)
material adverse change in the business, properties, assets, rights, operations,
condition (financial or otherwise) or prospects of the Company, (B) transaction
that is material to the Company, except transactions in the ordinary course of
business, (C) obligation that is material to the Company, direct or contingent,
incurred by the Company, except obligations incurred in the ordinary course of
business, (D) change that is material to the Company or in the common shares or
outstanding indebtedness of the Company, or (E) dividend or distribution of any
kind declared, paid, or made in respect of the common shares. 

SECTION V

The parties agree that the close of the Offering (the
“Closing”) shall be subject to the satisfaction of the following conditions,
unless expressly waived in writing by the parties:

(a)          The
Offering shall not be subject to any regulatory or judicial proceeding
questioning or reviewing its effectiveness for the purpose of offering the
Debentures for sale and issuance.

(b)          The
Company shall deliver a certificate of an officer of the Company dated as of the
Closing that affirms the accuracy of the representations and warranties
contained in Section IV hereof.

(c)          The
Agent shall have received an opinion of Willcox & Savage P.C., counsel to
the Company, dated as of the Closing, that the Debentures offered and sold in
compliance with this Agreement are not required to be registered under the
Securities Act.

(d)          The
Company shall have paid, or made arrangements satisfactory to the Agent for the
payment of, all such expenses as required by Section VIII below.

(e)          The
Placement Agent and the Company shall have finalized and agreed to the form of
the warrant agreement and registration rights agreement referred to in Section
VIII below.

SECTION VI

(a)          The
term of this Agreement shall commence on the date first written above and shall
expire the earlier of three (3) months thereafter or the closing of the
Offering, unless terminated in accordance with the provisions set forth below,
or extended by the mutual written consent of the parties hereto (the “Term”).
This Agreement may be terminated only:




        
     (1)         
By the Company for any reason at any time upon thirty (30) days’ prior written
notice; or

              (2)         
By the Placement Agent upon default in the payment of any amounts due to the
Placement Agent pursuant to this Agreement, if such default continues for more
than thirty (30) days following receipt by the Company from the Placement Agent
of written notice of such default and demand for payment. 

(b)          In
the event of termination, the Placement Agent shall be immediately paid in full
on all items of compensation and expenses (including any amounts deferred)
payable to the Placement Agent pursuant hereto, as of the date of
termination.

SECTION VII

If at any time during the twelve (12) months following the
termination of this Agreement the Company conducts a Qualified Offering, the
Placement Agent shall (1) be entitled to act as a placement agent in such
Qualified Offering and receive commissions and fees for subscriptions received
or solicited by the Placement Agent for the Company’s securities pursuant to the
terms and conditions of an agreement that shall be substantially similar to the
terms and conditions of this Agreement, and (2) be entitled to the compensation
and fees as set forth in Section VIII of this Agreement for any Qualified
Financing received by the Company. Any compensation or fees paid pursuant to
Section VIII below shall relate only to the securities initially issued by the
Company and not the underlying securities, unless otherwise agreed to by the
Company. 

“Qualified Offering” shall mean any securities issued by the
Company, other than: (1) the Units, the Warrants, the Shares or the common
shares underlying the Warrants issued pursuant to the terms and conditions of
the Offering; (2) common shares, options or other rights to purchase common
shares issued or granted to employees, officers, directors and consultants of
the Company pursuant to one or more employee stock plans or agreements approved
by the Company’s board of directors; (3) securities of the Company issued or
issuable to financial institutions or lessors in connection with real estate
leases, commercial credit arrangements, equipment financings or similar
transactions approved by the Company’s board of directors, including, but not
limited to, equipment leases or bank lines of credit; (4) securities issued as a
dividend or distribution on, or in connection with a split of or
recapitalization of, any of the capital stock of the Company; (4) securities
issued by the Company pursuant to strategic partnership, joint venture or other
similar arrangements approved by the Company’s board of directors where the
primary purpose of the arrangement is not to raise capital; (5) securities of
the Company issued pursuant to a registration statement filed by the Company
under the Securities Act; (6) securities issued by the Company pursuant to an
acquisition of another corporation or other entity by the Corporation by merger,
purchase of all or substantially all of the capital stock or assets, or other
reorganization; or (7) securities of the Company issued pursuant to currently
outstanding options, warrants or other rights to acquire securities of the
Company.

“Qualified Financing” shall mean an investment from a person
after the termination of this Agreement that directly results from the Placement
Agent’s performance of the Services hereunder during the Term of this Agreement
(for the avoidance of doubt this shall mean any solicitation of a potential
investor or an introduction of a potential investor to the Company by the
Placement Agent related to the Offering during the Term of this Agreement). The
Placement Agent agrees to provide to the Company within ten (10) days after the
termination of this Agreement (the “Delivery Deadline”) a list of all persons
solicited on behalf of the Company or introduced to the Company by the Placement
Agent related to the Offering (the “Solicitation 




List”) to assist the parties in making a later determination as
to whether a Qualified Financing has occurred. If the Solicitation List is not
provided to the Company prior to the expiration of the Delivery Deadline, the
Company’s obligation to pay any commissions or fees related to a Qualified
Financing pursuant to this Section VII shall immediately terminate. For purposes
of this Agreement, receipt of Qualified Financing shall be deemed to be received
by the Company on the date that a definitive agreement regarding the Qualified
Financing is executed by the Company and the party providing such financing. The
compensation or fees shall become payable to the Placement Agent upon the date
that the Company receives the proceeds of the Qualified Financing.

Notwithstanding anything to the contrary, if the Company
conducts a Qualified Offering during the twelve (12) months following the
termination of this Agreement, it shall not be obligated to accept any
subscriptions received by the Placement Agent or any Qualified Financing by
virtue of this Section VII and the Company reserves the right to accept or
reject any such subscriptions or Qualified Financing in whole or in part.

SECTION VIII

In consideration for the performance of the Services hereunder,
the Company hereby agrees to pay to the Placement Agent such fees as outlined
below:

(a)          If
the Placement Agent receives subscriptions for Debentures as a part of the
Offering (the “Placement Agent Investors”), the Company shall: 

               (1)         
Pay to the Placement Agent an amount equal to ten percent (10%) of the principal
amount of the Debentures purchased by the Placement Agent Investors (the
“Financing Fee”), and

          
    (2)         
Grant to the Placement Agent certain units in the Company (the “Agent’s Units”)
equal to ten percent (10%) of the number of Units issued on the Conversion Date
upon the conversion of the Debentures held by the Placement Agent Investors.

The Financing Fee shall be paid and the Agent’s Units shall be
issued upon the Conversion Date. The Agent’s Units shall be comprised of one
common share purchase warrant exercisable at Cdn.$0.23 for one common share of
the Company for a period of five (5) years following the Conversion Date, and
one common share purchase warrant exercisable at Cdn.$0.22 for one common share
of the Company for a period of five (5) years following the Conversion Date,
each of which shall contain certain cashless exercise provisions and customary
adjustments for issuances of securities related to stock splits, stock
dividends, recombinations and reorganizations (for the avoidance of doubt, the
Agent’s Units shall not have anti-dilution provisions related to price).

(b)          In
the event any Placement Agent Investor exercises its Warrant(s) within the
twelve (12) months following the Conversion Date, the Company shall pay the
Placement Agent a cash fee of two percent (2%) of the exercise price of such
exercised Warrant(s) within thirty (30) days of such exercise.

(c)          The
Company and Placement Agent agree to enter into a registration rights agreement
that shall contain standard piggyback registration rights relating to the common
shares underlying the warrants that comprise the Agent’s Units.




(d)          It is
acknowledged and agreed that the Company shall bear all costs and expenses
incident to the issuance, offer, sale and delivery of the Debentures. These
costs and expenses will include but are not limited to state “Blue Sky” fees,
legal fees, printing costs, travel costs, mailing, couriers, personal background
checks, and other expenses incidental to the advancement and completion of the
Offering. Full payment of Placement Agent’s expenses shall be made in same day
funds at the Closing or, if the Offering is terminated for any reason, within
ten (10) days of receipt by the Company of a written request from the Placement
Agent for reimbursement of expenses. If the Placement Agent is to incur any
costs and expenses in excess of US$5,000, the Placement Agent shall contact the
Company to obtain its approval prior to incurring such cost or expense. 

(e)         
Subject to the other requirements set forth in this Agreement, the Placement
Agent may introduce investors to the Offering directly or through other NASD
member broker-dealers. If the Placement Agent utilizes any intermediaries, the
Placement Agent shall be the Company’s point of contact, not the intermediary,
and the Placement Agent, not the Company, shall be responsible for any
compensation arrangement with the intermediary. The Company’s sole compensation
arrangement, responsibility and obligation is with the Placement Agent. The
Placement Agent will disclose the identity and compensation arrangements with
all of its intermediaries in order to allow the Company to adequately disclose
such arrangements, where necessary.

SECTION IX

The Company agrees to indemnify the Placement Agent and hold it
harmless against any losses, claims, damages or liabilities incurred by the
Placement Agent, in connection with, or relating in any manner, directly or
indirectly, to the Placement Agent rendering the Services in accordance with the
Agreement, unless it is determined by a court of competent jurisdiction that
such losses, claims, damages or liabilities arose out of the Placement Agent’s
breach of this Agreement, sole negligence, gross negligence, willful misconduct,
dishonesty, fraud or violation of any applicable law. Additionally, the Company
agrees to reimburse the Placement Agent immediately for any and all expenses,
including, without limitation, attorney fees, incurred by the Placement Agent in
connection with investigating, preparing to defend or defending, or otherwise
being involved in, any lawsuits, claims or other proceedings arising out of or
in connection with or relating in any manner, directly or indirectly, to the
rendering of any Services by the Placement Agent in accordance with the
Agreement (as defendant, nonparty, or in any other capacity other than as a
plaintiff, including, without limitation, as a party in an interpleader action);
provided, however, that in the event a determination is made by a court of
competent jurisdiction that the losses, claims, damages or liability arose
primarily out of the Placement Agent’s breach of this Agreement, sole
negligence, gross negligence, willful misconduct, dishonesty, fraud or any
violation of any applicable law, the Placement Agent will remit to the Company
any amounts for which it had been reimbursed under this paragraph. The Company
further agrees that the indemnification and reimbursement commitments set forth
in this paragraph shall extend to any controlling person, strategic alliance,
partner, member, shareholder, director, officer, employee, agent or
subcontractor of the Placement Agent and their heirs, legal representatives,
successors and assigns. The provisions set forth in this Section IX shall
survive any termination of this Agreement.

SECTION X

All notices, demands or other communications given hereunder
shall be in writing and shall be deemed to have been duly given when delivered
in person or transmitted by facsimile transmission or the fifth calendar day
after being mailed by registered or certified mail, return 




receipt requested, postage prepaid, to the addresses herein
above first mentioned or to such other address as any party hereto shall
designate to the other for such purpose manner herein set forth.

SECTION XI

Governing Law. The subject matter of this
Agreement shall be governed by and construed in accordance with the laws of the
State of Florida (without reference to its choice of law principles), and to the
exclusion of the law of any other forum, without regard to the jurisdiction in
which any action or special proceeding may be instituted. EACH PARTY HERETO
AGREES TO SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF THE STATE AND/OR
FEDERAL COURTS LOCATED IN PALM BEACH COUNTY, FLORIDA FOR RESOLUTION OF ALL
DISPUTES ARISING OUT OF, IN CONNECTION WITH, OR BY REASON OF THE INTERPRETATION,
CONSTRUCTION, AND ENFORCEMENT OF THIS AGREEMENT, AND HEREBY WAIVES THE CLAIM OR
DEFENSE THEREIN THAT SUCH COURTS CONSTITUTE AN INCONVENIENT FORUM. AS A MATERIAL
INDUCEMENT FOR THIS AGREEMENT, EACH PARTY SPECIFICALLY WAIVES THE RIGHT TO TRIAL
BY JURY OF ANY ISSUES SO TRIABLE. If it becomes necessary for any party to
institute legal action to enforce the terms and conditions of this Agreement,
the prevailing party may be awarded reasonable attorneys fees, expenses and
costs.

Confidentiality. The Placement Agent may acquire
certain non-public information respecting the business of the Company in
connection with the performance of services hereunder, including information,
which is reasonably understood to be proprietary or confidential in nature
(collectively, “Confidential Information”). The Placement Agent hereby agrees
that all Confidential Information shall be kept strictly confidential by the
Placement Agent and its affiliates, members, partners, shareholders, managers,
directors, officers, employees, advisors, agents, and controlling persons
(collectively, “Representatives”), except that Confidential Information or
portions thereof may be disclosed to Representatives who need to know such
information for the purpose of enabling the Placement Agent to perform services
hereunder (it being understood that prior to such disclosure, such
Representative will be informed by the Placement Agent of the confidential
nature of such Confidential Information and shall agree to be bound by this
Agreement). The Placement Agent shall be responsible for any breach of this
provision by any of its Representatives. For purposes hereof, Confidential
Information shall not include any information which (i) at the time of
disclosure or thereafter is or becomes generally known by the public (other than
as a result of its disclosure by the Placement Agent or its Representatives),
(ii) was or becomes available to the Placement Agent on a non-confidential basis
from a person who is not subject to a confidentiality agreement concerning that
information, or (iii) is required by law to be disclosed by the Placement Agent
(provided that if such disclosure is required by order of a court or
administrative agency, the Placement Agent shall notify the Company as soon as
possible so that the Company may seek a protective order). 

Assignments and Binding Effect. This Agreement
shall be binding on and inure to the benefit of the parties hereto and their
respective successors and permitted assigns. The rights and obligations of the
parties under this Agreement may not be assigned or delegated without the prior
written consent of both parties, and any purported assignment without such
written consent shall be null and void.

Modification and Waiver. This Agreement may be
amended only by an instrument in writing executed by the parties hereto. The
failure of any party to insist upon strict performance of any of the provisions
of this Agreement shall not be construed as a waiver of any subsequent default
of the same or similar nature, or any other nature.




Construction. The captions used in this Agreement
are provided for convenience only and shall not affect the meaning or
interpretation of any provision of this Agreement.

Facsimile Signatures. Facsimile transmission of
any signed original document, and retransmission of any signed facsimile
transmission, shall be the same as delivery of an original. At the request of
either party, the parties shall confirm facsimile transmitted signatures by
signing an original document. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which taken
together shall constitute one and the same agreement.

Severability. If any provision of this Agreement
shall be invalid or unenforceable in any respect for any reason, the validity
and enforceability of any such provision in any other respect, and of the
remaining provisions of this Agreement, shall not be in any way impaired.

Non-Exclusive. The Placement Agent acknowledges
and agrees that it is being granted non-exclusive rights with respect to the
Services to be provided to the Company and the Company is free to engage other
parties to provide services similar to those being provided by the Placement
Agent hereunder. The parties may, in their discretion and without any obligation
to do so, agree to enter into an exclusive relationship, but any such exclusive
relationship shall be set forth in a separate writing between the parties.

Non-Circumvention. The Company hereby irrevocably
agrees not to circumvent, avoid, bypass, or obviate, directly or indirectly, the
intent of this Agreement.

Survivability. Neither the termination of this
Agreement nor the completion of any services to be provided by the Placement
Agent hereunder, shall affect the provisions of this Agreement that shall remain
operative and in full force and effect.

Entire Agreement. This Agreement constitutes the
entire agreement and understanding of the parties hereto with respect to the
subject matter of this Agreement and supersedes all prior understandings and
agreements, whether written or oral, among the parties with respect to such
subject matter.

If the foregoing correctly sets forth the understanding between
the Placement Agent and the Company, please so indicate in the space provided
below for that purpose. The undersigned parties hereto have caused this
Agreement to be duly executed by their authorized representatives, pursuant to
corporate board approval and intend to be legally bound.

	CARBIZ, INC. 	 	INNOVATION CAPITAL, LLC. 
	  	 	  
	By:
      /s/ Carl Ritter 	 	By:
      /s/ Bruce Jordan 
	Carl Ritter, Chief Executive Officer 	 	Bruce Jordan, President