Filed by Automated Filing Services Inc. (604) 609-0244 - Carbiz, Inc. - Exhibit 4.11






CARBIZ INC.

INVESTORS’ RIGHTS AGREEMENT

THIS INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is
entered into as of October 6, 2005, by and among Carbiz, Inc., a corporation
formed under the laws of the Province of Ontario, Canada (the
“Corporation”), and the Schedule of Investors listed on Schedule A
attached hereto (each an “Investor”, collectively, the
“Investors”).

RECITALS

WHEREAS the Corporation and each of the Investors are parties
to a certain subscription agreement dated as of the date hereof (each a
“Subscription Agreement”, collectively, the “Subscription
Agreements”), whereby the Corporation will sell, and each Investor will
purchase, a Debenture of the Corporation (each a “Debenture”,
collectively, the “Debentures”) that is convertible into units (the
“Units”) of the Corporation, with each Unit consisting of one Common
Share (the “Common Share”), one Class A Warrant (the “Class A
Warrant”) and one-half of one Class B Warrant (the “Class B
Warrant”), (the Class A Warrants and the Class B Warrants collectively, the
“Warrants”), subject to the terms and conditions of such Agreement; 

AND WHEREAS the obligations of the Corporation and the
Investors under the Subscription Agreements are conditioned, among other things,
upon the execution and delivery of this Agreement by the Corporation and the
Investors; 

NOW THEREFORE, in consideration of the foregoing recitals and
the mutual premises hereinafter set forth, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

	1. 	
      Certain Definitions: As used in this
      Agreement, the following terms shall have the respective
  meanings:

	 	 	 
		1.1 	
      Closing Date. The term “Closing
      Date” means October 6, 2005 or such other date as may be determined by the
      Corporation in accordance with the Subscription Agreements.

	 	 	 
		1.2 	
      Conversion Date. The term
      “Conversion Date” means the date on which the Corporation obtains a
      listing on the United States Over The Counter Bulletin Board and delists
      from the TSX Venture Exchange.

	 	 	 
		1.3 	
      Conversion Rate. The term
      “Conversion Rate” means the automatic conversion on the Conversion Date of
      the principal amount of the Debenture and all accrued and unpaid interest
      of the Debenture as of the Conversion Date into Units at a price CDN$0.15
      per Unit.








		1.4 	
      Holder. For purposes of this
      Agreement, the term “Holder” or “Holders” means any person or persons
      owning of record Registrable Securities that have not been sold to the
      public or pursuant to Rule 144 promulgated under the U.S. Securities Act,
      or any assignee of record of such Registrable Securities to whom rights
      under this Agreement have been duly assigned in accordance with this
      Agreement; provided, however, that a holder of Excluded Securities shall
      not be a Holder with respect to such Excluded Securities for purposes of
      Section 2.1 of this Agreement.

	 	 	 
		1.5 	
      Qualified Public Offering. The term
      “Qualified Public Offering” means a firm commitment underwritten public
      offering with gross proceeds to the Corporation of at least US$10,000,000
      (prior to any payment of any underwriter discounts and commissions)
      pursuant to a registration statement filed under the U.S. Securities
      Act.

	 	 	 
		1.6 	
      Registrable Securities. The term
      “Registrable Securities” means: (i) any of the Common Shares (including
      the Common Shares underlying the Warrants (the “Warrant Shares”))
      issued pursuant to the terms and conditions of the Subscription Agreements
      and (ii) any Common Shares of the Corporation issued (or issuable upon the
      conversion or exercise of any warrant, right or other security which is
      issued) as a dividend or other distribution with respect to, in exchange
      for or in replacement of, all such Common Shares or Warrant Shares
      described in clause (i) of this Section 1.6; excluding in all cases,
      however, any Registrable Securities sold by a person in a transaction in
      which rights under this Agreement are not assigned in accordance with this
      Agreement or any Registrable Securities sold to the public or sold
      pursuant to Rule 144 promulgated under the U.S. Securities Act (the
      “Excluded Securities”).

	 	 	 
		1.7 	
      Registration. The terms “register,”
      “registered,” and “registration” refer to a registration effected by
      preparing and filing a registration statement in compliance with the U.S.
      Securities Act, and the declaration or ordering of effectiveness of such
      registration statement.

	 	 	 
		1.8 	
      SEC. The term “SEC” means the United
      States Securities and Exchange Commission.

	 	 	 
		1.9 	
      U.S. Exchange Act. The term “U.S. Exchange
      Act” means the United States Securities Exchange Act of 1934, as
      amended.

	 	 	 
		1.10 	
      U.S. Securities Act. The term “U.S.
      Securities Act” means the United States Securities Act of 1933, as
      amended.

	 	 	 
	2. 	
      Registration Rights.

	 	 	 
		2.1 	
      Automatic Registration. The
      Corporation shall prepare and file with the SEC a registration statement
      (the “Registration Statement”) and such other documents, including
      a prospectus, as may be necessary, in order to comply with the provisions
      of the U.S. Securities Act and applicable state securities laws, so as to
      permit the public sale of the Registrable Securities. The Corporation
      shall file the



2





			
      Registration Statement no later than thirty (30) days
      after the Closing Date, and use its best efforts to have the Registration
      Statement declared effective within one hundred eighty (180) days after
      the Closing Date.

		 	 	 
		2.2 	
      Expenses. All expenses incurred in
      connection with a registration pursuant to this Section 2, including
      without limitation registration and qualification fees, printers’ and
      accounting fees, fees and disbursements of counsel for the Corporation,
      shall be borne by the Corporation; provided, however, the Holder shall be
      solely responsible for the fees of any counsel or advisor retained by
      Holder in connection with such registration and any transfer taxes or
      brokerage discounts, selling commissions or selling fees applicable to
      Registrable Securities sold by the Holder pursuant thereto.

		 	 	 
		2.3 	
      Obligations of the Corporation. The
      Corporation hereby covenants and agrees as follows:

		 	 	 
			(a) 	
      it shall use its best efforts to keep the Registration
      Statement effective until the twelve (12) month anniversary of the
      Conversion Date or, if earlier, until the distribution contemplated in the
      Registration Statement has been completed;

		 	 	 
			(b) 	
      it shall prepare and file with the SEC such amendments
      and supplements to such Registration Statement and the prospectus used in
      connection with such Registration Statement as may be necessary to comply
      with the provisions of the U.S. Securities Act with respect to the
      disposition of all securities covered by the Registration
  Statement;

		 	 	 
			(c) 	
      it shall furnish to the Holders such number of copies of
      a prospectus, including a preliminary prospectus, in conformity with the
      requirements of the U.S. Securities Act, and such other documents as they
      may reasonably request in order to facilitate the disposition of the
      Registrable Securities owned by them that are included in such
      registration;

		 	 	 
			(d) 	
      it shall use its best efforts to register and qualify the
      securities covered by such Registration Statement under such other
      securities or “blue sky” laws of such jurisdictions as shall be reasonably
      requested by the Holders, provided that the Corporation shall not be
      required in connection therewith or as a condition thereto to qualify to
      do business or to file a general consent to service of process in any such
      states or jurisdictions; and

		 	 	 
			(e) 	
      it shall notify each Holder of Registrable Securities
      covered by such Registration Statement at any time when a prospectus
      relating thereto is required to be delivered under the U.S. Securities Act
      of the happening of any event as a result of which the prospectus included
      in such Registration Statement, as then in effect, includes an untrue
      statement of a material fact or omits to state a material fact required to
      be stated therein or necessary



3





		
          
		
      to make the statements therein not misleading in the
      light of the circumstances then existing. 


		  	  
		
      2.4           
	
      Furnish Information. It shall be a
      condition precedent to the obligations of the Corporation to take any
      action pursuant to this Section 2 that the selling Holders shall furnish
      to the Corporation such information regarding themselves, the Registrable
      Securities held by them and the intended method of disposition of such
      securities as shall be required to timely effect the registration of their
      Registrable Securities. 






		  	  
		
      2.5       
	
      Delay of Registration. No Holder
      shall have any right to obtain or seek an injunction restraining or
      otherwise delaying any such registration as the result of any controversy
      that might arise with respect to the interpretation or implementation of
      this Section 2. 




		  	  
		
      2.6              
                         
                         
              
	
      Black-Out Period. Without limiting
      the other provisions of this Section 2, each Holder agrees that, if so
      requested by the Corporation upon a good faith determination by the
      Corporation’s board of directors (the “Board”) that the imposition
      of a “Suspension Period” is necessary to enable the Corporation to pursue
      the objectives described in this Section 2.6, not to effect any offer or
      sale of securities pursuant to the Registration Statement, or otherwise,
      or engage in any hedging or other transaction intended to reduce or
      transfer the risk of ownership for any period (not to exceed 45 days)
      reasonably deemed necessary (i) by the Corporation or any underwriter in
      connection with the offering of securities by the Corporation for its own
      account or (ii) by the Corporation in connection with any proposal or plan
      by the Corporation to engage in any material financing or material
      acquisition or disposition by the Corporation or any subsidiary thereof of
      the securities or substantially all of the assets of any other person
      (other than in the ordinary course of business), any tender offer or any
      merger, consolidation, corporate reorganization, strategic partnership
      arrangement or restructuring or other similar transaction (each, a
      “Business Combination”) material to the Corporation and its
      subsidiaries taken as a whole. Any period during which the Corporation
      fails to keep the Registration Statement effective and usable for resales
      of securities, or requires pursuant to this Section 2.6 that the Holders
      not effect sales of securities pursuant to the Registration Statement, is
      hereafter referred to as a “Suspension Period”. A Suspension Period
      shall commence on the date set forth in a written notice by the
      Corporation to the Holders that the Registration Statement is no longer
      effective or that the prospectus included in the Registration Statement is
      no longer usable for resales of securities or, in the case of a suspension
      pursuant to this Section 2.6, and shall end on the date when each Holder
      of securities covered by the Registration Statement either receives copies
      of the supplemented or amended prospectus contemplated by Section 2.3 or
      is advised in writing by the Corporation that use the prospectus or sales
      may be resumed. The Corporation may only impose a Suspension Period on the
      Holders two (2) times during any twelve (12) month period. The obligation
      under Section 2.3 to keep the Registration Statement effective shall not
      include any period of time such Registration Statement was subject to a
      Suspension Period. 


































4





		2.7 	
      Indemnification.

		 	 	 	 
			(a) 	
      By the Corporation. To the extent
      permitted by law, the Corporation will indemnify and hold harmless each
      Holder, the partners, officers and directors of each Holder, and each
      person, if any, who controls such Holder within the meaning of the U.S.
      Securities Act or U.S. Exchange Act, against any losses, claims, damages,
      or liabilities (joint or several) to which they may become subject under
      the U.S. Securities Act, the U.S. Exchange Act or other federal or state
      law, insofar as such losses, claims, damages, or liabilities (or actions
      in respect thereof) arise out of or are based upon any of the following
      statements, omissions or violations (collectively, a
      “Violation”):

		 	 	 	 
				(i) 	
      any untrue statement or alleged untrue statement of a
      material fact contained in the Registration Statement, including any
      preliminary prospectus or final prospectus contained therein or any
      amendments or supplements thereto;

		 	 	 	 
				(ii) 	
      the omission or alleged omission to state therein a
      material fact required to be stated therein, or necessary to make the
      statements therein not misleading; or

		 	 	 	 
				(iii) 	
      any violation or alleged violation by the Corporation of
      the U.S. Securities Act, the U.S. Exchange Act, any federal or state
      securities law or any rule or regulation promulgated under the U.S.
      Securities Act, the U.S. Exchange Act or any federal or state securities
      law in connection with the offering covered by the Registration
      Statement.

		 	 	 	 
				
      The Corporation will reimburse each such Holder, partner,
      officer or director, or controlling person for any legal or other expenses
      reasonably incurred by them, as incurred, in connection with investigating
      or defending any such loss, claim, damage, liability or action; provided,
      however, that the indemnity agreement contained in this subsection 2.7(a)
      shall not apply to amounts paid in settlement of any such loss, claim,
      damage, liability or action if such settlement is effected without the
      consent of the Corporation (which consent shall not be unreasonably
      withheld), nor shall the Corporation be liable in any such case for any
      such loss, claim, damage, liability or action to the extent that it arises
      out of or is based upon a Violation which occurs in reliance upon and in
      conformity with written information furnished expressly for use in
      connection with such registration by such Holder, partner, officer,
      director or controlling person of such Holder.

		 	 	 	 
			(b) 	
      By Selling Holders. To the extent
      permitted by law, each selling Holder will indemnify and hold harmless the
      Corporation, each of its directors, each of its officers who have signed
      the Registration Statement, each



5





			
      person, if any, who controls the Corporation within the
      meaning of the U.S. Securities Act, or any of such other Holder’s
      partners, directors or officers or any person who controls such Holder
      within the meaning of the U.S. Securities Act or the U.S. Exchange Act,
      against any losses, claims, damages or liabilities (joint or several) to
      which the Corporation or any such director, officer, controlling person or
      other such Holder, partner or director, officer or controlling person of
      such other Holder may become subject under the U.S. Securities Act, the
      U.S. Exchange Act or other federal or state law, insofar as such losses,
      claims, damages or liabilities (or actions in respect thereto) arise out
      of or are based upon any Violation, in each case to the extent (and only
      to the extent) that such Violation occurs in reliance upon and in
      conformity with written information furnished by such Holder expressly for
      use in connection with such registration; and each such Holder will
      reimburse any legal or other expenses reasonably incurred by the
      Corporation or any such director, officer, controlling person or other
      Holder, partner, officer, director or controlling person of such other
      Holder in connection with investigating or defending any such loss, claim,
      damage, liability or action; provided, however, that the indemnity
      agreement contained in this subsection 2.7(b) shall not apply to amounts
      paid in settlement of any such loss, claim, damage, liability or action if
      such settlement is effected without the consent of the Holder, which
      consent shall not be unreasonably withheld; and provided further, that the
      total amounts payable in indemnity by a Holder under this Section 2.7(b)
      in respect of any Violation shall not exceed the net proceeds received by
      such Holder in the registered offering out of which such Violation
      arises.

		 	 
		(c) 	
      Notice. Promptly after receipt by an
      indemnified party under this Section 2.7 of notice of the commencement of
      any action (including any governmental action), such indemnified party
      will, if a claim in respect thereof is to be made against any indemnifying
      party under this Section 2.7, deliver to the indemnifying party a written
      notice of the commencement thereof and the indemnifying party shall have
      the right to participate in, and, to the extent the indemnifying party so
      desires, jointly with any other indemnifying party similarly noticed, to
      assume the defense thereof with counsel mutually satisfactory to the
      parties; provided, however, that an indemnified party shall have the right
      to retain its own counsel, with the fees and expenses to be paid by the
      indemnifying party, if representation of such indemnified party by the
      counsel retained by the indemnifying party would be inappropriate due to
      actual or potential conflict of interests between such indemnified party
      and any other party represented by such counsel in such proceeding. The
      failure to deliver written notice to the indemnifying party within a
      reasonable time of the commencement of any such action, if prejudicial to
      its ability to defend such action, shall relieve such indemnifying party
      of any liability to the indemnified party under this Section 2.7, but the
      omission so to deliver written notice to the indemnifying party will not
      relieve it of any liability



6





			 that it may have to any indemnified party
        otherwise than under this Section 2.7.

		 	 	 
		(d) 	 Defect Eliminated in Final Prospectus.
        The foregoing indemnity agreements of the Corporation and Holders
        are subject to the condition that, insofar as they relate to any Violation
        made in a preliminary prospectus but eliminated or remedied in the amended
        prospectus on file with the SEC at the time the Registration Statement
        becomes effective or the amended prospectus filed with the SEC pursuant
        to SEC Rule 424(b) (the “Final Prospectus”), such indemnity
        agreement shall not inure to the benefit of any person if a copy of the
        Final Prospectus (i) was furnished to the indemnified party and (ii) was
        not furnished to the person asserting the loss, liability, claim or damage
        at or prior to the time such action is required by the U.S. Securities
        Act.

		 	 	 
		(e) 	 Contribution. In order
        to provide for just and equitable contribution to joint liability under
        the U.S. Securities Act in any case in which either (i) any Holder exercising
        rights under this Agreement, or any controlling person of any such Holder,
        makes a claim for indemnification pursuant to this Section 2.7 but it
        is judicially determined (by the entry of a final judgment or decree by
        a court of competent jurisdiction and the expiration of time to appeal
        or the denial of the last right of appeal) that such indemnification may
        not be enforced in such case notwithstanding the fact that this Section
        2.7 provides for indemnification in such case, or (ii) contribution under
        the U.S. Securities Act may be required on the part of any such selling
        Holder or any such controlling person in circumstances for which indemnification
        is provided under this Section 2.7; then, and in each such case, the Corporation
        and such Holder will contribute to the aggregate losses, claims, damages
        or liabilities to which they may be subject (after contribution from others)
        in such proportion so that such Holder is responsible for the portion
        represented by the percentage that the public offering price of its Registrable
        Securities offered by and sold under the Registration Statement bears
        to the public offering price of all securities offered by and sold under
        the Registration Statement, and the Corporation and other selling Holders
        are responsible for the remaining portion; provided, however, that, in
        any such case, (A) no such Holder will be required to contribute any amount
        in excess of the public offering price of all such Registrable Securities
        offered and sold by such Holder pursuant to the Registration Statement
        and (B) no person or entity guilty of fraudulent misrepresentation (within
        the meaning of Section 11(f) of the U.S. Securities Act) will be entitled
        to contribution from any person or entity who was not guilty of such fraudulent
        misrepresentation.

		 	 	 
		(f) 	 Survival. The obligations
        of the Corporation and Holders under this Section 2.7 shall survive the
        completion of any offering of Registrable Securities in the Registration
        Statement, and otherwise.



7





		2.8 	
      “Market Stand-Off” Agreement.

		 	 	 
			(a) 	
      Each Holder hereby agrees that he, she or it shall not,
      to the extent requested by the managing underwriter of a Qualified Public
      Offering in which Securities (as defined below) are sold, directly or
      indirectly, offer, sell, pledge, contract to sell, transfer the economic
      risk of ownership in, make any short sale, grant any option to purchase or
      otherwise dispose of any Securities of the Corporation or any securities
      convertible into or exchangeable or exercisable for or any other rights to
      purchase or acquire Securities, including, without limitation, Securities
      which may be deemed to be beneficially owned by each Holder in accordance
      with the rules and regulations of the SEC and Securities which may be
      issued upon exercise of an option or warrant, or enter into any Hedging
      Transaction (as defined below) relating to Securities (each of the
      foregoing referred to as a “Disposition”) for a period of 180 days
      after the effective date of the registration statement relating to such
      Qualified Public Offering (the “Lock-Up Period”) unless the
      managing underwriter otherwise agrees; provided, however, such
      restrictions shall apply only if all of the Corporation’s executive
      officers, directors and holders of five percent (5%) or more of the
      Corporation’s voting Securities (collectively, “Other Restricted
      Sellers”) enter into similar agreements; provided, further, however,
      that the undersigned shall be permitted to participate on a pro rata basis
      in any early release from the Lock-Up Period of any Other Restricted
      Seller by the managing underwriter. The foregoing restriction is expressly
      intended to preclude the undersigned from engaging in any Hedging
      Transaction or other transaction which is designed to or reasonably
      expected to lead to or result in a Disposition during the Lock- Up Period
      even if the Securities would be disposed of by someone other than the
      undersigned. “Hedging Transaction” means any short sale (whether or
      not against the box) or any purchase, sale or grant of any right
      (including, without limitation, any put or call option) with respect to
      any security (other than a broad-based market basket or index) that
      includes, relates to or derives any significant part of its value from the
      Securities. For purposes of this paragraph 2.8(a), “Securities”
      shall means any equity securities of the Corporation that are, or that are
      convertible or exercisable directly or indirectly into, voting common
      shares or non-voting common shares of the Corporation.

		 	 	 
			(b) 	
      Each Holder hereby agrees to execute and deliver in a
      timely manner an agreement in customary form proposed by such managing
      underwriter confirming the foregoing covenants.

		 	 	 
			(c) 	
      In order to enforce the foregoing covenants, the
      Corporation may impose stop transfer instructions with respect to the
      Securities of the Holder (and the securities of every other person subject
      to the foregoing restriction) until the end of such
  period.



8





	
            
	
      2.9     
	
      Rule 144 Reporting. With a view to
      making available the benefits of certain rules and regulations of the SEC
      which may at any time permit the sale of the Registrable Securities to the
      public without registration, the Corporation agrees to: 



	  	  	  	  
	
              
	
              
	
      (a)       
	
      make and keep public information available, as those
      terms are understood and defined in Rule 144 under the U.S. Securities
      Act, at all times when the Corporation is subject to the reporting
      requirements of the U.S. Exchange Act; 




	  	  	  	  
	
              
	
              
	
      (b)       
	
      use its best efforts to file with the SEC in a timely
      manner all reports and other documents required of the Corporation under
      the U.S. Securities Act and the U.S. Exchange Act when the Corporation is
      subject to the U.S. Exchange Act; and 




	  	  	  	  
	
                     
      
	
                     
      
	
      (c)              
    
	
      as long as a Holder owns any Registrable Securities, to
      furnish to the Holder forthwith upon request a written statement by the
      Corporation as to its compliance with the reporting requirements of said
      Rule 144, a copy of the most recent annual or quarterly report of the
      Corporation and such other reports and documents of the Corporation as a
      Holder may reasonably request in availing itself of any rule or regulation
      of the SEC allowing a Holder to sell any such securities without
      registration when the Corporation is subject to the U.S. Exchange Act.
    








	  	  	  	  
	
              
	
      2.10       
	
      Termination of Registration Rights.
      The registration rights granted pursuant to this Agreement shall
      terminate as to a Holder on the date on which all of such Holder’s
      Registrable Securities can be sold under Rule 144 promulgated under the
      U.S. Securities Act. 




	  	  	  	  
	3. 	Right of First Offer. 
	  	  	  	  
	
                
	
      3.1         
	
      Right of First Offer. In the event
      that a minimum of US$1,000,000 in gross proceeds are raised through the
      offering of the Debentures pursuant to the Subscription Agreements, the
      Investor shall have a right of first offer (the “Right of First
      Offer”) to purchase such Investor’s Pro Rata Share of all or part of
      any Subsequent Financing. 





	  	  	  	  
	
                     
      
	
      3.2              
    
	
      Pro Rata Share. For purposes of this
      Section 3, each Investor’s “Pro Rata Share” shall be equal to the fraction
      obtained by dividing (a) the sum of the total number of Common Shares
      issued or issuable upon the exercise of any stock options or warrants then
      held by such Investor or upon the conversion of any convertible securities
      then held by such Investor by (b) the sum of the total number of Common
      Shares issued or issuable upon exercise upon any options or warrants then
      outstanding or the upon the conversion of any convertible securities then
      outstanding. 








	  	  	  	  
	
          
	
      3.3   
	
      Subsequent Financing. For purposes
      of this Section 3, “Subsequent Financing” shall mean any private equity or
      private equity linked financing completed by the 




9





		
          
	
      Corporation within twelve (12) months after the Closing
      Date; provided, however, that a Subsequent Financing shall not include:
      


		  	  	  
		
          
	
      (a)   
	
      the Common Shares, Warrants and Warrant Shares issued
      pursuant to the terms and conditions of the Subscription Agreements;
    


		  	  	  
		
              
	
      (b)       
	
      Common Shares, options or other rights to purchase Common
      Shares issued or granted to employees, officers, directors and consultants
      of the Corporation pursuant to one or more employee stock plans or
      agreements approved by the Board; 




		  	  	  
		
              
	
      (c)       
	
      securities 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
      Board, including, but not limited to, equipment leases or bank lines of
      credit; 




		  	  	  
		
          
	
      (d)   
	
      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 Corporation; 


		  	  	  
		
          
	
      (e)    
	
      securities issued by the Corporation pursuant to
      strategic partnership, joint venture or other similar arrangements
      approved by the Board where the primary purpose of the arrangement is not
      to raise capital; 



		  	  	  
		
          
	
      (f)   
	
      securities issued pursuant to a registration statement
      filed by the Corporation under the U.S. Securities Act; 


		  	  	  
		
            
	
      (g)     
	
      securities issued by the Corporation 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 



		  	  	  
		
          
	
      (h)   
	
      securities issued pursuant to currently outstanding
      options, warrants or other rights to acquire securities of the
      Corporation. 


		  	  	  
		
      3.4              
          
	
      Procedure. The Corporation shall
      provide notice (the “Notice”) to the Investor of the terms and
      conditions of any such Subsequent Financing and the Investor shall have
      ten (10) business days to respond with its indication to participate in
      such Subsequent Financing. If no response is received within such ten (10)
      business day period, the Investor shall be deemed to have refused to
      participate in the Subsequent Financing. If the Investor indicates its
      desire to participate in the Subsequent Financing, the closing shall occur
      after an additional five (5) business day period, on the same terms and
      conditions set forth in the Notice from the Corporation. No commissions
      shall be payable in connection with an Investor’s exercise of its Right of
      First Offer under any such Subsequent Financing. 










		  	  	  
		
      3.5       
	
      Waiver of Right of First Offer. The
      Right of First Offer may be waived as to any Subsequent Financing on
      behalf of all Investors, by Investors holding a majority of the
      Registrable Securities then held by all Investors or their permitted
      assignees or transferees. 











		3.6 	
      Termination and Assignment. The
      Right of First Offer granted in this Section 3 shall expire twelve (12)
      months from the Closing Date. The Right of First Offer is non-assignable
      except to any permitted transferee pursuant to Section 5.1 of this
      Agreement.

	 	 	 	 
		3.7 	
      Corporation Right to Terminate Subsequent
      Financing. Notwithstanding the foregoing, the Corporation
      may in its sole discretion terminate any Subsequent Financing in respect
      of which the Corporation has provided Notice at any time prior to the
      consummation thereof. The foregoing provision shall apply even in the
      event one or more Investors have exercised their Rights of First Offer
      hereunder, provided, however, that no Subsequent Financing shall have been
      consummated.

	 	 	 	 
	4. 	
      Sale of Additional Securities.

	 	 	 	 
		4.1 	 Sale of Securities Below Purchase Price.
        In the event the Corporation issues or sells Common Shares within
        twelve (12) months after the Closing Date at a price per Common Share
        below CDN$0.15 or issues or sells securities exercisable or convertible
        into Common Shares of the Corporation at a price per Common Share below
        CDN$0.15 (the “Down Round Financing”), the Investor shall be
        issued an additional number of Common Shares (at no additional cost to
        the Investor) for each Retained Share of the Investor, such that the Investor’s
        blended purchase price per Retained Share shall be equal to the price
        per share under the Down Round Financing. Such additional Common Shares
        shall be issued by the Corporation to the Investor within ten (10) days
        of the closing of such Down Round Financing. For purposes of this Section
        4, “Retained Shares” shall mean all Common Shares acquired
        by the Investor upon conversion of the Debenture (excluding any Common
        Shares issued upon exercise of any of the Warrants).

	 	 	 	 
		4.2 	
      Down Round Financing. For purposes of this
      Section 4, “Down Round Financing” shall include all securities issued by
      the Corporation other than:

	 	 	 	 
			(a) 	
      Common Shares, Warrants or Warrant Shares issued pursuant
      to the terms and conditions of the Subscription Agreements;

	 	 	 	 
			(b) 	
      Common Shares, options or other rights to purchase Common
      Shares issued or granted to employees, officers, directors and consultants
      of the Corporation pursuant to one or more employee stock plans or
      agreements approved by the Board;

	 	 	 	 
			(c) 	
      securities of the Corporation 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 Board, including, but not limited to,
      equipment leases or bank lines of credit;



11





	
          
	
          
	
      (d)   
	
      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 Corporation; 


	  	  	  	  
	
          
	
            
	
      (e)     
	
      securities issued by the Corporation pursuant to
      strategic partnership, joint venture or other similar arrangements
      approved by the Board where the primary purpose of the arrangement is not
      to raise capital; 



	  	  	  	  
	
      
	
         
	
      (f)  
	
      securities of the Corporation issued pursuant to a
      registration statement filed by the Corporation under the U.S. Securities
      Act; 


	  	  	  	  
	
            
	
            
	
      (g)     
	
      securities issued by the Corporation 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 



	  	  	  	  
	
          
	
          
	
      (h)   
	
      securities of the Corporation issued pursuant to
      currently outstanding options, warrants or other rights to acquire
      securities of the Corporation. 


	  	  	  	  
	5. 	General Provisions. 
	  	  	  	  
	
                     
                        
	
      5.1              
                        
	
      Assignment. Notwithstanding anything
      herein to the contrary, unless otherwise consented to in writing by the
      Corporation, the rights of a Holder under this Agreement may be assigned
      only to (A) a shareholder, partner, member, Affiliate (as that term is
      defined in Rule 405 of Regulation C under the U.S. Securities Act), or
      beneficiary of such Holder; (B) a spouse, child, parent or beneficiary of
      the estate of such Holder or (C) a trust for the benefit of the persons
      set forth in (A) or (B); provided, however, that any transfer to any
      Affiliate is permitted only if such Affiliate is not: (i) a competitor of
      the Corporation; (ii) a holder of 5% or more of the equity of a competitor
      of the Corporation, or (iii) an entity of which 5% or more of its
      securities are held by a competitor of the Corporation; provided further
      that no party may be assigned any of the foregoing rights unless the
      Corporation 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 the Corporation as to
      which the rights in question are being assigned; and provided further that
      any such assignee shall receive such assigned rights subject to all the
      terms and conditions of this Agreement, including without limitation the
      provisions of this Section 5. 

















	  	  	  	  
	
                     
        
	
      5.2              
        
	
      Amendment of Rights. Any provision
      of this Agreement may be amended and the observance thereof may be waived
      (either generally or in a particular instance and either retroactively or
      prospectively), only with the written consent of the Corporation and
      two-thirds (2/3) of all Registrable Securities then held by all Investors
      or their permitted assignees or transferees (except with respect to
      Section 3 where only a majority of all Registrable Securities then held by
      all Investors or their permitted assignees or transferees is required).
      Any amendment or waiver effected in accordance with this Section 5.2 shall
      be binding upon each Holder and the Corporation. 











12





		5.3 	
      Notices. Any notice, request or
      other communication required or permitted hereunder shall be in writing
      and shall be deemed to have been duly given if: (i) upon delivery if
      personally delivered to the party to be notified, (ii) three (3) days
      following deposit in the mail by registered or certified mail, return
      receipt requested, postage prepaid, or (iii) when receipt is confirmed as
      evidenced by a transmittal report if sent via facsimile to the appropriate
      facsimile number listed on the signature pages attached hereto. Any party
      hereto may designate a new address by ten (10) days advance written notice
      to the other parties in the matter set forth above.

		 	 
		5.4 	
      Entire Agreement. This Agreement
      constitutes and contains the entire agreement and understanding of the
      parties with respect to the subject matter hereof and supersedes any and
      all prior negotiations, correspondence, agreements, understandings, duties
      or obligations between the parties respecting the subject matter
      hereof.

		 	 
		5.5 	
      Governing Law. This Agreement shall
      be governed by and construed in accordance with the laws of the Province
      of Alberta and the laws of Canada applicable therein. The parties hereto
      hereby submit to the exclusive jurisdiction and venue of the courts of
      Alberta.

		 	 
		5.6 	
      Severability. If one or more
      provisions of this Agreement are held to be unenforceable under applicable
      law, then such provision(s) shall be excluded from this Agreement and the
      balance of this Agreement shall be interpreted as if such provision(s)
      were so excluded and shall be enforceable in accordance with its
    terms.

		 	 
		5.7 	
      Third Parties. Nothing in this
      Agreement, express or implied, is intended to confer upon any person,
      other than the parties hereto and their successors and assigns, any rights
      or remedies under or by reason of this Agreement.

		 	 
		5.8 	
      Successors and Assigns. Subject to
      the provisions of Section 5.1, the provisions of this Agreement shall
      inure to the benefit of, and shall be binding upon, the successors and
      permitted assigns of the parties hereto.

		 	 
		5.9 	
      Captions. The captions to sections
      of this Agreement have been inserted for identification and reference
      purposes only and shall not be used to construe or interpret this
      Agreement.

		 	 
		5.10 	
      Counterparts. This Agreement may be
      executed in counterparts, each of which shall be deemed an original, but
      all of which together shall constitute one and the same
  instrument.

		 	 
		5.11 	
      Costs and Attorneys’ Fees. In the
      event that any action, suit or other proceeding is instituted concerning
      or arising out of this Agreement or any transaction contemplated
      hereunder, the prevailing party shall recover all of such party’s costs
      and attorneys’ fees incurred in each such action, suit or other
      proceeding, including any and all appeals or petitions
  therefrom.



13





		5.12 	
      Adjustments in Securities and Certain Other
      Changes. Wherever in this Agreement there is a reference to
      a specific number of securities of the Corporation of any class or series,
      then, upon the occurrence of any subdivision, combination or dividend of
      such class or series of securities, the specific number of securities so
      referenced in this Agreement shall automatically be proportionally
      adjusted to reflect the affect on the outstanding securities of such class
      or series of securities by such subdivision, combination or
    dividend.

		 	 
		5.13 	
      Aggregation of Securities. All
      securities held or acquired by affiliated entities or persons shall be
      aggregated together for the purpose of determining the availability of any
      rights under this Agreement.



[Signature Page Follows]

14




SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this
Investors’ Rights Agreement as of the date and year first above written.

	 	CORPORATION:    
        
	 	        
	 	        
	 	CARBIZ INC.,      
  
	 	A corporation formed under the laws
      of the province of Ontario, Canada      
  
	 	 
	 	 
	 	_____________________________________
	 	Carl Ritter, Chief Executive Officer
            
	 	        
	 	Address: 
      _____________________________
	 	_____________________________________
	 	Facsimile Number: 
      ______________________






SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT

	 	INVESTORS: 
	 	  
	 	  
	 	  
	 	By: 
________________________________
	 	Its: 
  ________________________________
	 	Print Name: 
  __________________________
	 	Address:  ____________________________
	 	____________________________________
	 	Facsimile Number: 
  _____________________


ii




EXHIBIT A

SCHEDULE OF INVESTORS


  	Investor 	Amount of Debenture 	Address 
	  	  	  
	Carl Ritter 	CDN$11,721 	  
	Ross Quigley 	CDN$161,348.94 	  
	Carol Ritter 	CDN $50,000 	  
	Medipac International Inc. 	CDN$586,050.00