Filed by Automated Filing Services Inc. (604) 609-0244 - Carbiz Inc. - Exhibit 4.5






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

NUMBER •

PRINCIPAL AMOUNT CDN$• 

CARBIZ INC.

Incorporated under the Business Corporations Act
(Ontario)

CONVERTIBLE DEBENTURE

For value received, Carbiz Inc. (hereinafter referred
  to as the "Corporation") hereby acknowledges itself indebted to •
  (the "Holder"), and promises to pay to the Holder the amount of CDN$• (the
  "Principal Amount"), paid to the Holder, in securities of the Corporation (subject
  to and in accordance with the terms, conditions and provisions of this Debenture),
  at the head office of the Corporation (7560 Commerce Court, Sarasota, Florida
  34243), or at such other place or places within Florida as may be designated
  by the Corporation from time to time by notice in writing to the Holder, together
  with all costs and expenses that may become payable to the Holder hereunder.
  The Corporation will pay interest on the Principal Amount outstanding from time
  to time at a rate equal to five per cent (5%) per annum commencing on October•,
  2005, such interest to be paid to the Holder in securities of the Corporation
  in accordance with the terms herein.

By its execution hereof, the Holder acknowledges and agrees to
the terms and conditions hereof, including the terms and conditions set out in
Schedule "A" hereto, which are incorporated herein by reference and form a part
of this Debenture.

IN WITNESS WHEREOF, the Corporation and the Holder have caused
  this Debenture to be executed as of October •, 2005.

	 	CARBIZ INC.
    
	 	 	  
	 	 	  
	 	Per: 	
	 	 	  
	 	 	 
	 	Full Legal
      Name of Holder (please print) 
	 	 	 
	 	 	 
	 	 (signature)
    
	 	 	 
	 	 	 
	 	 	 
	 	The Holder shall not trade this Debenture, except in
        accordance with applicable securities legislation. 








SCHEDULE "A"

The following terms and conditions are applicable to the Convertible
  Debenture of Carbiz Inc., dated as of October •, 2005 made in favour
  of the Holder. ,

ARTICLE 1 
INTERPRETATION

1.1          
Definitions

Whenever used in this Debenture, unless there is something in
the subject matter or context inconsistent therewith, the following words and
terms shall have the indicated meanings, respectively:

"1933 Act" means the United States Securities Act of
1933, as amended;

"this Debenture", "the Debenture", "Debenture", "hereto",
"herein", "hereby", "hereunder", "hereof" and similar expressions refer to
this convertible debenture and not to any particular Article, Section,
Subsection, clause, subdivision or other portion hereof and include any and
every instrument supplemental or ancillary hereto and every debenture issued in
replacement hereof;

"business day" means a day that is not a Saturday or
Sunday or a civic or statutory holiday at the place where the Corporation has
its registered office;

"Class A Warrant" means a Class A common share purchase
  warrant of the Corporation, each Class A Warrant entitling the holder thereof
  to acquire a Share at a price of CDN$0.15 per Share for a period of five years
  from October •, 2005 ;

"Class B Warrant" means a Class B common share purchase
  warrant of the Corporation, each whole Class B Warrant entitling the holder
  thereof to acquire a Share at a price of CDN$0.15 per Share for a period of
  five years from October •, 2005 ;

"Conversion Date" means the date on which the
Corporation obtains a listing on the OTCBB and delists from the Exchange;

"Conversion Rate" means the automatic conversion on the
  Conversion Date of the Indebtedness into Units at a price of CDN$0.15 per Unit;


"Corporation" means Carbiz Inc., a body corporate
incorporated under the laws of the Province of Ontario, and includes any
successor corporation of the Corporation;

"Exchange" means the TSX Venture Exchange;

"Holder" means the Person from time to time registered
as the holder of this Debenture and includes any assignees or successors to or
of the Holder;

"Interest Amount" means the accrued and unpaid interest
as at the Conversion Date;

"Indebtedness" means the Principal Amount and the
Interest Amount;

"Investors’ Rights Agreement" means the Investors’
Rights Agreement dated as of the date hereof, entered into among the Corporation
and each of the investors under the Corporation’s offering of a maximum of
US$2,000,000 principal amount of Debentures;

"OTCBB" means the United States Over the Counter
Bulletin Board;

"Person" includes individuals, partnerships,
corporations, companies and other business or legal entities;




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"Principal Amount" means the principal amount of this
Debenture as set forth on the face page hereof;

"Shares" means common shares in the capital of the
Corporation, as such shares exist at the close of business on the date of
execution and delivery of this Debenture and shall include any and all shares
resulting from any subdivision, redivision, reduction, combination or
consolidation, merger, amalgamation or reorganization and any common shares of
any company or corporation to which the Corporation may sell, lease or transfer
or otherwise dispose of all or substantially all of its property and assets;

"Subscription Agreement" means the agreement, dated as
of the date hereof, between the Corporation and the Holder, pursuant to which
the Holder subscribed for and agreed to purchase the Debenture;

"Underlying Securities" means, collectively, the Shares
comprising the Units, the Warrants and the Warrant Shares;

"Unit" means a unit of the Corporation, each Unit being
comprised of one Share, one Class A Warrant and one-half of one Class B
Warrant;

"Warrants" means, collectively, the Class A Warrants and
the Class B Warrants; and

"Warrant Shares" means the Shares that are issuable upon
exercise of the Warrants.

1.2           
Interpretation

Whenever used in this Debenture, words importing the singular
number only shall include the plural and vice versa and words importing the
masculine gender shall include the neuter or the feminine genders and vice
versa.

1.3           
Headings, Etc.

The division of this Debenture into Articles and Sections and
the insertion of headings are for convenience of reference only and shall not
affect the construction or interpretation of this Debenture.

1.4           
Day Not a Business Day

In the event that any day on or before which any action is
required to be taken hereunder is not a business day, then such action shall be
required to be taken on or before the requisite time on the next succeeding day
that is a business day.

1.5           
Currency

All references to currency herein shall be to lawful money of
the United States of America unless otherwise specifically noted.

ARTICLE 2
CONVERSION OF DEBENTURE

2.1           
Conversion and Conversion Rate

	(a) 	Upon and subject to the terms and conditions set
        out in this Article 2, the Indebtedness shall automatically convert
        into Units at the Conversion Rate on the Conversion Date. 

	 	 
	(b) 	The Conversion Rate shall be subject to adjustment
        as provided in Section 2.2. 



2.2           
Exchange of Debenture

If, and whenever there is a merger, arrangement or amalgamation
(statutory or otherwise) of the Corporation with or into another body corporate
(any such event being called a "Reorganization"), and the Holder has not
exercised its right of conversion in its entirety prior to the effective date or
record date for such Reorganization, then the Holder 




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shall exchange this Debenture for a post-Reorganization
Debenture with substantially the same form and terms and the same Maturity Date
as this Debenture.

2.3           
No Requirement to Issue Fractional Shares

The Corporation shall not be required to issue fractional
Shares upon the conversion of the Indebtedness into Shares pursuant to this
Article 2. If any fractional interest in a Share would otherwise be
deliverable upon the conversion of the Indebtedness, then the number of Shares
to be issued shall be rounded down to the next whole number.

2.4           
Cancellation of Converted Debenture

Upon conversion of the Indebtedness pursuant to this Article
2 , this Debenture shall be cancelled and shall be of no further force or
effect. 

2.5           
U.S. Legends

Unless the Warrant Shares or Shares underlying the Units are
appropriately registered under the 1933 Act and any applicable state securities
laws, the Holder understands and acknowledges that all of the Underlying
Securities are "restricted securities" as defined in Rule 144 under the 1933
Act, and upon the original issuance of the Underlying Securities, and until such
time as it is no longer required under applicable requirements of the 1933 Act
or applicable state securities laws, all certificates representing the
Underlying Securities and all certificates issued in exchange therefore or in
substitution thereof, shall bear the following legend:


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

    

  



provided, that if the Underlying Securities are being sold
pursuant to Rule 144 of the 1933 Act, the legend may be removed by delivery to
the Corporation’s registrar and transfer agent of an opinion of counsel of
recognized standing in form and substance satisfactory to the Corporation, to
the effect that the legend is no longer required under applicable requirements
of the 1933 Act and applicable state securities laws.

2.6           
Exercise of Warrants

The Holder acknowledges that any person who exercises a Warrant
may be required to provide to the Corporation either:




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	(a) 	a written certification that the holder (i) acquired
        the Warrant directly from the Corporation pursuant to a written subscription
        agreement for the purchase of a Debenture; (ii) is exercising the Warrant,
        as applicable, solely for its own account and not on behalf of any other
        person; and (iii) was an "accredited investor", as such term is defined
        in Rule 501(a) of Regulation D under the 1933 Act, both on the date the
        Debenture was acquired from the Corporation and on the date of exercise
        of the Warrant; or 

	 	 
	(b) 	a written opinion of counsel of recognized standing
        in form and substance satisfactory to the Corporation to the effect that
        an exemption from the registration requirements of the 1933 Act and applicable
        state securities laws is available for the issuance of the Warrant Shares.
      



Unless the Warrant Shares are appropriately registered under
the 1933 Act and applicable state securities laws, the Holder understands that
the certificates representing the Warrant Shares will bear a legend restricting
transfer without registration under the 1933 Act and applicable state securities
laws unless an exemption from registration is available.

ARTICLE 3 
COVENANTS

3.1           
Investors’ Rights Agreement

The Corporation hereby covenants and agrees with the Holder
that it will abide by all the terms and conditions set forth in the Investors’
Rights Agreement.

3.2           
Maturity

In the event the Indebtedness has not been converted into Units
as set out in Section 2.1 on or prior to March 31, 2006 (the "Maturity
Date"), then the Indebtedness and all accrued and unpaid interest shall be paid
in cash on the Maturity Date and the Corporation's obligations hereunder shall
expire.

3.3           
Stamp Tax

The Corporation shall pay any stamp or other taxes or charges
imposed by the State of Florida in respect of this Debenture.

ARTICLE 4 
MISCELLANEOUS

4.1           
Discharge

Upon conversion of the Debenture in accordance with the terms
hereof, the Holder shall deliver up this Debenture to the Corporation and shall
execute and deliver to the Corporation such deeds and other documents as the
Corporation may reasonably require to evidence the release and discharge of this
Debenture.

4.2           
Severability

If any covenant or provision herein is determined to be
illegal, unenforceable or prohibited by applicable law, such illegality,
unenforceability or prohibition shall not affect or impair the validity of any
other covenant or provision herein.

4.3           
Laws of Alberta

This Debenture shall be governed by and construed in accordance
with the laws of the Province of Alberta and the laws of Canada applicable
therein and shall be treated in all respects as an Alberta contract. The Holder
hereby irrevocably submits to the jurisdiction of the courts of the Province of
Alberta in respect of any action, suit or any other proceeding arising out of or
relating to this Debenture.




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4.4           
Notices

All notices, reports or other communications required or
permitted by this Debenture shall be in writing and either delivered by hand,
mail or by any form of electronic communication by means of which a written or
typed copy is produced at the address of the recipient and shall be effective on
actual receipt, unless sent (i) by mail in which case it shall be deemed to have
been received and be effective on the date that is three business days following
the date of mailing, or (ii) by electronic means in which case it is effective
on the business day, next following the date of transmission. Such notices,
reports or other communications shall be addressed to the relevant party, as
follows:

	(a) 	if to the Corporation: 
	 	 
		Carbiz Inc. 
		7560 Commerce Court 
Sarasota, Florida 34243 
	 	 
		Attention: Carl Ritter 
		Telecopier No.: (941) 953-3580 
	 	 
	(b) 	if to the Holder, at the address of the Holder as set forth on the
      face page of the Subscription Agreement. 


4.5           
Enurement

This Debenture shall enure to the benefit of the Holder, its
successors and assigns and shall be binding upon the Corporation and its
successors and assigns. 

4.6           
Time of the Essence

Time shall be of the essence of this Agreement.

4.7           
Maximum Rate Permitted by Law

Under no circumstances shall the Holder be entitled to receive
nor shall it in fact receive a payment or partial payment of interest, fees or
other amounts under or in relation to this Debenture at a rate that is
prohibited by applicable law. Accordingly, notwithstanding anything herein or
elsewhere contained, if and to the extent that under any circumstances, the
effective annual rate of "interest" (as defined in Section 347 of the Criminal
Code of Canada) received or to be received by a Holder (determined in accordance
with such section) on any amount of "credit advanced" (as defined in that
section) pursuant to these presents or any agreement or arrangement collateral
hereto entered into in consequence or implementation hereof would, but for this
Section 4.7, be a rate that is prohibited by applicable law, then the
effective annual rate of interest, as so determined, received or to be received
by the Holder on such amount of credit advanced shall be and be deemed to be
adjusted to a rate that is one whole percentage point less than the lowest
effective annual rate of interest that is so prohibited (the "adjusted rate");
and, if the Holder has received a payment or partial payment which would, but
for this Section 4.7, be so prohibited then any amount or amounts so
received by the Holder in excess of the lowest effective annual rate that is so
prohibited shall and shall be deemed to have comprised a credit to be applied to
subsequent payments on account of interest, fees or other amounts due to the
Holder at the adjusted rate.