Filed by Automated Filing Services Inc. (604) 609-0244 - Exhibit 10.17






 

Carbiz Inc. 

7405 N. Tamiami Trail 
Sarasota, Florida
34243
Offering of Units

NOTICE TO PROSPECTIVE PURCHASERS IN FLORIDA

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FLORIDA
SECURITIES ACT IN RELIANCE UPON AN EXEMPTION THEREFROM. ANY SALE MADE PURSUANT
TO SUCH EXEMPTION IS VOIDABLE BY A FLORIDA PURCHASER WITHIN THREE (3) DAYS AFTER
THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE ISSUER, AN
AGENT OF THE ISSUER OR AN ESCROW AGENT IN PAYMENT FOR SUCH SECURITIES. HOWEVER,
THIS RIGHT IS NOT AVAILABLE TO ANY PURCHASER WHO IS A BANK, TRUST COMPANY,
SAVINGS INSTITUTION, INSURANCE COMPANY, SECURITIES DEALER, INVESTMENT COMPANY AS
DEFINED IN THE INVESTMENT COMPANY ACT OF 1940, PENSION OR PROFIT-SHARING TRUST
OR QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT OF 1933.




SUBSCRIPTION FOR UNITS

TO: Carbiz Inc. (the “Corporation”)

The undersigned (the “Subscriber”) hereby irrevocably
subscribes for and agrees to purchase _____ units (the “Units”), with each Unit
comprised of one common share (a “Common Share”) and one common share purchase
warrant (a “Warrant”) of the Corporation for the aggregate consideration set
forth below, representing a subscription price of US$0.10 per Unit, upon and
subject to the terms and conditions set forth in the “Terms and Conditions of
the Subscription for Units of Carbiz Inc.” attached hereto and forming a part
hereof (together, the “Subscription Agreement”).

	______________________________________	     Number of Units
      subscribed for: _________
	Full Legal Name of Subscriber (please print) 	  
	 	 
	By: ___________________________________	     Aggregate Consideration:
      US$  _________
	Authorized Signature 	  
	______________________________________ 	  
	Official Title or Capacity (please print) 	  
	_________________________________________________________________________________________________________________
	Name of Signatory (please print name and official
      capacity or title of individual whose signature appears above if different
      than name of Subscriber) 
		  
	______________________________________	______________________________________ 
	Subscriber's Address (including postal code) 	Telephone Number (including area code)
  



	Register the Units as follows: 	Deliver the Units as follows:
  
	______________________________________	______________________________________
	Name 	Name 
	______________________________________	______________________________________ 
	Account reference, if applicable 	Account reference, if applicable 
	______________________________________	______________________________________
	Address (including postal code) 	Contact Name 
	 	______________________________________ 
	  	Address (including postal code) 
	 	______________________________________
	  	Telephone Number (including area code)
  


ACCEPTANCE: The Corporation hereby accepts the above
subscription on the terms and conditions contained in this Subscription
Agreement.

CARBIZ INC.
                                                                                                              Date:
_______________, 2006 

                                                                                                                                                                                                    No:
____

Per:
__________________________
       Carl
Ritter –Chief Executive Officer




TERMS AND CONDITIONS OF THE SUBSCRIPTION FOR 
UNITS OF
CARBIZ INC.

	1. 	
      Definitions.

	 	 	 
		(a) 	
      “1933 Act” means the United States Securities
      Act of 1933, as amended;

	 	 	 
		(b) 	
      “1934 Act” means the United States Securities
      Act of 1934, as amended;

	 	 	 
		(c) 	
      “Closing Date” means 
_____________
, 2006
      or such other date as may be determined by the Corporation;

	 	 	 
		(d) 	
      “Corporation” means Carbiz Inc.;

	 	 	 
		(e) 	
      “Person” includes individuals, partnerships,
      corporations, companies and other business or legal entities;

	 	 	 
		(f) 	
      “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 the Units 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;

	 	 	 
		(g) 	
      “Underlying Securities” means, collectively, the
      Shares comprising the Units, the Warrants and the Warrant
Shares;

	 	 	 
		(h) 	
      “Unit” means a unit of the Corporation, each Unit
      being comprised of one Share and one Warrant;

	 	 	 
		(i) 	
      “Warrant” means a common share purchase warrant of
      the Corporation, each Warrant entitling the holder thereof to acquire one
      Share at a price of US$0.15 per Share at any time until ____ p.m.
      (
_____
time) on the date that is twenty-four (24) months from the
      Closing Date; and

	 	 	 
		(j) 	
      “Warrant Shares” means the Shares that are
      issuable upon exercise of the Warrants.

	 	 	 
	2. 	
      Acknowledgements of the Subscriber. The Subscriber
      acknowledges that:

	 	 	 
		(a) 	
      this subscription is subject to rejection or acceptance
      by the Corporation in whole or in part, and is effective only upon
      acceptance by the Corporation;

	 	 	 
		(b) 	
      in the event of any alteration of the Shares, including
      any subdivision, consolidation or reclassification, and in the event of
      any form of reorganization of the Corporation, including any amalgamation,
      merger or arrangement, the holders of Warrants, upon exercise of the
      Warrants following the occurrence of any of those events, be entitled to
      receive the same number and kind of securities that they would have been
      entitled to receive had their Warrants been exercised immediately prior to
      the occurrence of any such event;

	 	 	 
		(c) 	
      other rights and preferences of the Subscriber shall be
      contained in a certain Registration Rights Agreement of even date herewith
      among the Corporation and all the subscribers in the offering of the
      Units;

	 	 	 
		(d) 	
      the offering of the Units is subject to the receipt of
      all applicable regulatory approvals; and

	 	 	 
		(e) 	
      the Subscriber is responsible for obtaining such legal
      advice as it considers appropriate in connection with the execution,
      delivery and performance by it of this Subscription
  Agreement.



2




 

     

	3. 	REPRESENTATIONS OF THE
      SUBSCRIBER - GENERAL
	 	 	 
	 	By executing this subscription, the
      Subscriber represents and warrants to and covenants with the Corporation
      (and acknowledges that the Corporation is relying thereon) that:
	 	 	 
	 	(a) 	
      if an individual, the Subscriber is of the full age of
      majority and is legally competent to execute and deliver this Subscription
      Agreement and each of the instruments to be delivered by the Subscriber
      hereunder, to perform all of its obligations hereunder and thereunder, and
      to take all actions required pursuant hereto and thereto;

	 	 	 
	 	(b) 	
      if the Subscriber is not an individual, it has the
      requisite power, authority, legal capacity and competence to execute and
      deliver this Subscription Agreement and each of the instruments to be
      delivered by the Subscriber hereunder, to perform all of its obligations
      hereunder and thereunder, and to take all actions required pursuant hereto
      and thereto and, all necessary approvals of its directors, partners,
      shareholders, trustees or otherwise with respect to such matters have been
      given or obtained;

	 	 	 
	 	(c) 	
      if the Subscriber is a body corporate, it is duly
      incorporated, validly existing and in good standing under the laws of its
      jurisdiction of incorporation;

	 	 	 
	 	(d) 	
      this Subscription Agreement and such other instruments to
      be delivered hereunder have been duly and validly authorized, executed and
      delivered by, and constitute a legal, valid, binding and enforceable
      obligation of, the Subscriber;

	 	 	 
	 	(e) 	
      the execution, delivery and performance by the Subscriber
      of this Subscription Agreement and the completion of the transactions
      contemplated hereby do not and will not result in a violation of any law,
      regulation, order or ruling applicable to the Subscriber, and do not and
      will not constitute a breach of or default under any of the Subscriber's
      constating documents (if the Subscriber is not an individual) or any
      agreement to which the Subscriber is a party or by which it is
    bound;

	 	 	 
	 	(f) 	
      it has been independently advised as to the restrictions
      on resale imposed by applicable securities legislation with respect to the
      Underlying Securities and confirms that no representation has been made to
      it by or on behalf of the Corporation respecting such restrictions and it
      is the Subscriber’s responsibility to find out what those restrictions are
      and to comply with them before selling such securities;

	 	 	 
	 	(g) 	
      the Subscriber has been advised to consult its own legal
      and financial advisors with respect to the suitability of the Units and
      the Underlying Securities as an investment for the Subscriber and the
      resale restrictions and “hold periods” to which the Underlying Securities
      are subject under applicable securities legislation, and, except for the
      representations of the Corporation expressly contained herein, has not
      relied upon any statements made by or purporting to have been made on
      behalf of the Corporation in deciding to subscribe for the Units
      hereunder;

	 	 	 
	 	(h) 	
      it is aware of the risks and other characteristics of the
      Units and of the fact that the Subscriber may not be able to resell the
      Underlying Securities except in accordance with the applicable securities
      legislation and regulatory policy;

	 	 	 
	 	(i) 	
      it will not resell any Underlying Securities except in
      accordance with the provisions of applicable securities
  legislation;

	 	 	 
	 	(j) 	
      the Subscriber understands that no securities commission,
      stock exchange, governmental agency, regulatory body or similar regulatory
      authority has made any finding or determination or expressed any opinion
      with respect to the Units or the Underlying Securities or the merits of
      investing therein, and there is no government or other insurance covering
      the Units or the Underlying Securities;

	 	 	 
	 	(k) 	
      it has not received, nor has it requested, nor does it
      have any need to receive, any offering memorandum



3





	 		
      or any other document (other than financial statements or
      any other document the content of which is prescribed by statute or
      regulation) describing the business and affairs of the Corporation which
      has been prepared for delivery to, and review by, prospective purchasers
      in order to assist them in making an investment decision in respect of the
      Units and it has not become aware of any advertisement in printed media of
      general and regular paid circulation, radio or television with respect to
      the distribution of the Units;

	 	 	 
	 	(l) 	
      if required by applicable securities legislation, policy
      or order or by any securities commission or other regulatory authority,
      the Subscriber will execute, deliver, file and otherwise assist the
      Corporation in filing, such reports, undertakings and other documents with
      respect to the distribution of the Units as may be required;

	 	 	 
	 	(m) 	
      this Subscription is made unconditionally as a result of
      the undersigned's desire to participate in the future development of the
      Corporation; and

	 	 	 
	 	(n) 	
      if it is a corporation, syndicate, partnership or other
      form of unincorporated organization, it pre-existed the offering of the
      Units and has a bona fide purpose other than investment in the
      Units.



 

	4. 	REPRESENTATIONS OF THE SUBSCRIBER -
      EXEMPTIONS
	 	 
	 	By executing this subscription, the Subscriber
      represents and warrants to and covenants with the Corporation (and
      acknowledges that the Corporation is relying thereon) that:
	 	 	 
	 	(a) 	
      the Subscriber is an “accredited investor” as that term
      is defined in Rule 501(a) of Regulation D under the 1933 Act (which
      definition is reproduced in Schedule “A” attached hereto) (an “Accredited
      Investor”) by reason of the Subscriber’s business and financial experience
      and the business and financial experience of those persons retained to
      advise it with respect to the investment in the Units and the Underlying
      Securities, and has executed and delivered to the Corporation a
      Representation Letter in the form attached hereto as Schedule “A”
      indicating that the Subscriber fits within one of the categories of
      Accredited Investor set forth in such definition;

	 	 	 
	 	(b) 	
      the Subscriber acknowledges that it is not purchasing the
      Units or the Underlying Securities as a result of any “general
      solicitation” or “general advertising”, as those terms are used in
      Regulation D under the 1933 Act, including, without limitation,
      advertisements, articles, notices or other communications published on the
      internet or in any newspaper, magazine or similar media or broadcast over
      television, radio or the internet or any seminar or meeting whose
      attendees have been invited by general solicitation or general
      advertising;

	 	 	 
	 	(c) 	
      the Subscriber confirms that it has such knowledge in
      financial and business affairs as to be capable of evaluating the merits
      and risks of its investment in the Units and Underlying Securities and is
      capable of assessing the proposed investment in the Units and the
      Underlying Securities as a result of the Subscriber's own experience or as
      a result of advice received from a person registered under applicable
      securities legislation and it is able, without impairing its financial
      condition, to bear the economic risks of, and withstand a complete loss
      of, its investment;

	 	 	 
	 	(d) 	
      the Subscriber understands that the Units and the
      Underlying Securities have not been and will not be registered under the
      1933 Act or any applicable state securities laws;

	 	 	 
	 	(e) 	
      except for the representations of the Corporation
      expressly contained herein, the Subscriber has relied solely upon publicly
      available information relating to the Corporation and not upon any verbal
      or written representation as to fact or otherwise made by or on behalf of
      the Corporation;

	 	 	 
	 	(f) 	
      the Subscriber understands that the distribution of the
      Units and the Underlying Securities is being made in reliance upon a
      private placement exemption from registration under the 1933 Act and under
      the securities laws of certain states. Accordingly, the Units and the
      Underlying Securities will be “restricted



4





	 		
      securities” within the meaning of Rule 144 under the 1933
      Act, and therefore may not be offered or sold by the undersigned, directly
      or indirectly, in the United States without registration under the United
      States federal and state securities laws, except in compliance with
      certain limited exemptions thereunder;

	 	 	 	 
	 	(g) 	
      the Subscriber understands and acknowledges that there
      may be material tax consequences to the undersigned of an acquisition or
      disposition of the Units and any Underlying Securities and that the
      undersigned should consult the undersigned’s own tax advisors respecting
      the United States federal, state and local and foreign tax consequences of
      acquiring, owning and disposing of the Units and any Underlying
      Securities;

	 	 	 	 
	 	(h) 	
      the Subscriber has had access to such information
      concerning the Corporation as the undersigned has considered necessary in
      connection with the undersigned’s investment decision to acquire the Units
      and the Underlying Securities;

	 	 	 	 
	 	(i) 	
      the Subscriber understands that in making an investment
      decision, the undersigned must rely on its own examination of the
      Corporation, including the merits and risks involved;

	 	 	 	 
	 	(j) 	
      the Subscriber is acquiring the Units for its own account
      and not with a view to any resale, distribution or other disposition of
      the Units or any Underlying Securities in violation of the 1933 Act or any
      applicable state securities laws;

	 	 	 	 
	 	(k) 	
      the Subscriber understands and acknowledges that any
      transfer agent has the right not to record a transfer without first being
      notified by the Corporation that it is satisfied that such transfer is
      exempt from or not subject to registration under the 1933 Act and any
      applicable state securities laws;

	 	 	 	 
	 	(l) 	
      the Subscriber consents to the Corporation making a
      notation on its records or giving instructions to any transfer agent (if
      any) of any Underlying Securities in order to implement the restrictions
      on transfer set forth and described herein;

	 	 	 	 
	 	(m) 	
      the Subscriber agrees that if it decides to offer, sell,
      pledge or otherwise transfer any of the Underlying Securities, it will not
      offer, sell, pledge or otherwise transfer any of such securities, directly
      or indirectly, except:

	 	 	 	 
	 		(i) 	
      to the Corporation; or

	 	 	 	 
	 		(ii) 	
      outside the United States in compliance with the
      requirements of Regulation S under the 1933 Act and in compliance with
      applicable local laws and regulations; or

	 	 	 	 
	 		(iii) 	
      in compliance with an exemption from registration under
      the 1933 Act provided by Rule 144 or Rule 144A thereunder, if available,
      and in accordance with any applicable state securities or “Blue Sky” laws;
      or

	 	 	 	 
	 		(iv) 	
      in a transaction that does not require registration under
      the 1933 Act or any applicable state securities laws;

	 	 	 	 
	 		
      and, in the case of subparagraph (iii) or (iv), it has
      furnished to the Corporation an opinion of counsel of recognized standing
      in form and substance satisfactory to the Corporation to such
    effect;

	 	 	 	 
	 	(n) 	
      the Subscriber understands and acknowledges that the
      Units and the Underlying Securities are “restricted securities” as defined
      in Rule 144 under the 1933 Act, and upon the original issuance of the
      Units and 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 therefor or
      in substitution thereof, shall bear the following
legend:



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 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. 

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;


	 	(o) 	
      the Subscriber understands and acknowledges that the
      Warrants may not be exercised unless an exemption is available from the
      registration requirements of the 1933 Act and the securities laws of all
      applicable states and the holder has furnished an opinion of counsel of
      recognized standing in form and substance satisfactory to the Corporation
      to such effect; provided that an Accredited Investor that purchased Units
      in the United States will not be required to deliver an opinion of counsel
      in connection with the exercise of Warrants that are issued upon
      conversion of such Units;

	 	 	 
	 	(p) 	
      the Subscriber acknowledges that any person who exercises
      a Warrant will be required to provide to the Corporation
  either:




	 	(i) a written certification that the
      holder (A) acquired the Warrant directly from the Corporation pursuant to
      a written subscription agreement for the purchase of a Unit; (B) is
      exercising the Warrant, as applicable, solely for its own account and not
      on behalf of any other person; and (C) was an Accredited Investor, both on
      the date the Unit was acquired from the Corporation and on the date of
      exercise of the Warrant; or 




	 	  	  
	 	(ii)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. 




The Subscriber 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;

	 	(q) 	
      the Subscriber understands that the Units and the
      Underlying Securities are being offered for sale only on a “private
      placement” basis and that the sale and delivery of the Units and the
      Underlying Securities is conditional upon such sale being exempt from the
      requirements as to the filing of a prospectus or upon the issuance of such
      orders, consents or approvals as may be required to permit such sale
      without the requirement of filing a prospectus and that, as a consequence
      of acquiring the Units and the Underlying Securities pursuant to such
      exemptions, certain protections, rights and remedies provided by
      applicable securities legislation, including statutory rights of recission
      or damages, may not be available to the Subscriber in connection with the
      purchase and sale of the Units and the Underlying Securities and the
      Subscriber further acknowledges that:



6





	 	(i) 	
      the Subscriber is restricted from using most of the
      Canadian civil remedies available under applicable securities
  laws;

	 	 	 
	 	(ii) 	
      the Subscriber may not receive information that would
      otherwise be required to be provided to it under applicable Canadian
      securities laws;

	 	 	 
	 	(iii) 	
      the Corporation is relieved from certain obligations that
      would otherwise apply under applicable Canadian securities laws;
  and

	 	 	 
	 	(iv) 	
      the Units are not being purchased by it as a result of
      any information concerning the Corporation that has not been publicly
      disclosed and its decision to purchase the Units has not been made as a
      result of any verbal or written representation as to fact or otherwise
      (including that any person will resell or repurchase or refund the
      purchase price of the Units), or as to the future price or value of any
      Underlying Securities made by or on behalf of the Corporation;
  and




	 	(r) 	
      the Subscriber confirms that neither the Corporation nor
      any of its representative directors, employees, officers or affiliates,
      have made any representations (written or oral) to the
  Subscriber:

	 	 	 	 
	 		(i) 	
      regarding the future value of the Underlying
      Securities;

	 	 	 	 
	 		(ii) 	
      that any person will resell or repurchase the Units or
      the Underlying Securities; or

	 	 	 	 
	 		(iii) 	
      that any person will refund the purchase price of the
      Units other than as provided in this Subscription
  Agreement.



5.      TIMELINESS OF
REPRESENTATIONS, ETC.

The Subscriber agrees that the representations, warranties and
covenants of the Subscriber herein will be true and correct both as of the
execution of this Subscription Agreement and as of the Closing Date and will
survive the completion of the issuance of the Units and any subsequent
disposition by the Subscriber of the Underlying Securities.

6.      RELIANCE ON SUBSCRIBER’S
REPRESENTATIONS

The foregoing representations, warranties and covenants are
made by the Subscriber with the intent that they be relied upon in determining
its suitability as a purchaser of Units and the Subscriber hereby agrees to
indemnify the Corporation and its officers, directors, employees and agents
against all losses, claims, costs, expenses and damages or liabilities that any
of them may suffer or incur caused or arising from reliance thereon. The
Subscriber undertakes to notify the Corporation immediately of any change in any
representation, warranty or other information relating to the Subscriber set
forth herein which takes place prior to Closing at the following addresses:

	Carbiz Inc. 	  
	7405 N. Tamiami Trail 
	Sarasota, Florida 34243 
	  	  
	Attention: Carl Ritter, Chief Executive Officer
    
	Facsimile: (941) 952-9255 


7.      PARTIAL ACCEPTANCE AND
REJECTION OF SUBSCRIPTION

The Corporation may, in its absolute discretion, accept or
reject the Subscriber's subscription for the Units as set forth in this
Subscription Agreement, in whole or in part, and the Corporation reserves the
right to sell to the Subscriber less than the full amount of the Units
subscribed for under this Subscription Agreement. If this 

7




Subscription Agreement is rejected in whole, any certified
cheque(s) or bank draft(s) delivered by the Subscriber to the Corporation on
account of the subscription price for the Units subscribed for will be promptly
returned to the Subscriber without interest. If this Subscription Agreement is
accepted only in part, a cheque representing the amount by which the payment
delivered by the Subscriber to the Corporation exceeds the subscription price of
the Units sold to the Subscriber pursuant to a partial acceptance of this
Subscription Agreement, will be promptly delivered to the Subscriber without
interest.

8.      CLOSING

The Subscriber agrees to deliver to the Corporation (a) this
duly completed and executed Subscription Agreement, including the Representation
Letter; and (b) a certified cheque or bank draft payable to the Corporation for
the aggregate amount proposed to be invested in the Units by the Subscriber or
payment of the same amount in such other manner as is acceptable to the
Corporation.

The sale of the Units will be completed at the offices of the
Corporation, in Sarasota, Florida, at 2:00 p.m. (Florida time), or such other
time as the Corporation may determine on the Closing Date.

9.      FACSIMILE
SUBSCRIPTIONS

The Corporation shall be entitled to rely on delivery by
facsimile of an executed copy of this Subscription, and acceptance by the
Corporation of such facsimile copy shall be equally effective to create a valid
and binding agreement between the Subscriber and the Corporation in accordance
with the terms hereof. 

10.      ASSIGNMENT

This Subscription is not assignable or transferable by either
of the parties hereto without the expressed written consent of the other party
hereto.

11.      GOVERNING
LAW

The contract arising out of acceptance of this Subscription by
the Corporation shall be governed by and construed in accordance with the laws
of the State of Florida applicable therein.

12.
     MISCELLANEOUS

Time shall be of the essence of this Subscription Agreement.
This Subscription Agreement represents the entire agreement of the parties
hereto relating to the subject matter hereof and there are no representations,
covenants or other agreements relating to the subject matter hereof except as
stated or referred to herein. The invalidity, illegality or unenforceability of
any provision of this Subscription Agreement shall not affect the validity,
legality or enforceability of any other provision hereof. The covenants,
representations and warranties contained in this Subscription Agreement shall
survive the closing of the transactions contemplated hereby and shall be binding
upon and enure to the benefit of the parties hereto and their respective heirs,
executors, administrators, successors and permitted assigns. The headings used
in this Subscription Agreement have been inserted for convenience of reference
only and shall not affect the meaning or interpretation of this Subscription
Agreement or any provision hereof. Except as otherwise provided herein, this
Subscription Agreement may only be amended by the parties hereto in writing.

8




SCHEDULE “A” 

REPRESENTATION LETTER

TO: CARBIZ INC. (the “Corporation”)

In connection with the purchase of the Units of the Corporation
by the undersigned subscriber (the “Subscriber”), the Subscriber hereby
represents, warrants, covenants and certifies to the Corporation and
acknowledges that the Corporation is relying thereon that it satisfies one or
more of the categories of “accredited investor” (as such term is defined in Rule
501(a) of Regulation D under the 1933 Act) indicated below (PLEASE INITIAL
ALL APPROPRIATE LINES) (an “Accredited Investor”):

	 	______Category 1. 	A bank, as defined in Section 3(a)(2) of the
      1933 Act, whether acting in its 
	 	  	individual or fiduciary capacity; or 
	 	  	  
	 	______Category 2. 	A savings and loan association or other
      institution as defined in Section 
	 	  	3(a)(5)(A) of the 1933 Act, whether acting in
      its individual or fiduciary capacity; 
	 	  	or 
	 	  	  
	 	______Category 3. 	A broker or dealer registered pursuant to
      Section 15 of the 1934 Act; or 
	 	  	  
	 	______Category 4. 	An insurance company as defined in Section
      2(13) of the 1933 Act; or 
	 	  	  
	 	______Category 5. 	An investment company registered under the
      United States Investment Company 
	 	  	Act of 1940; or 
	 	  	  
	 	______Category 6. 	A business development company as defined in
      Section 2(a)(48) of the United 
	 	  	States Investment Company Act of 1940; or

	 	  	  
	 	______Category 7. 	A small business investment company licensed by
      the U.S. Small Business 
	 	  	Administration under Section 301 (c) or (d) of
      the United States Small Business 
	 	  	Investment Act of 1958; or 
	 	  	  
	 	______Category 8. 	A plan established and maintained by a state,
      its political subdivisions or any 
	 	  	agency or instrumentality of a state or its
      political subdivisions, for the benefit of 
	 	  	its employees, with total assets in excess of
      US$5,000,000; or 
	 	  	  
	 	______Category 9. 	An employee benefit plan within the meaning of
      the United States Employee 
	 	  	Retirement Income Security Act of 1974 in which
      the investment decision is 
	 	  	made by a plan fiduciary, as defined in Section
      3(21) of such Act, which is either 
	 	  	a bank, savings and loan association, insurance
      company or registered 
	 	  	investment adviser, or an employee benefit plan
      with total assets in excess of 
	 	  	US$5,000,000 or, if a self- directed plan, with
      investment decisions made solely 
	 	  	by persons who are Accredited Investors; or
  
	 	  	  
	 	______Category 10. 	A private business development company as
      defined in Section 202(a)(22) of the 
	 	  	United States Investment Advisers Act of 1940;
      or 
	 	  	  
	 	______Category 11. 	An organization described in Section 501(c)(3)
      of the United States Internal 
	 	  	Revenue Code, a corporation, a Massachusetts or
      similar business trust, or a 
	 	  	partnership, not formed for the specific
      purpose of acquiring the securities 
	 	  	offered, with total assets in excess of
      US$5,000,000; or 
	 	  	  
	 	______Category 12. 	Any director, executive officer, or general
      partner of the issuer of the securities 
	 	  	being offered or sold, or any director,
      executive officer, or general partner of a 







	 	  	general partner of that issuer; or 
	 	  	  
	 	______Category 13. 	A natural person whose individual net worth, or
      joint net worth with that 
	 	  	person's spouse, at the date hereof exceeds
      US$1,000,000; or 
	 	  	  
	 	______Category 14. 	A natural person who had an individual income
      in excess of US$200,000 in 
	 	  	each of the two most recent years or joint
      income with that person's spouse in 
	 	  	excess of US$300,000 in each of those years and
      has a reasonable expectation 
	 	  	of reaching the same income level in the
      current year; or 
	 	  	  
	 	______Category 15. 	A trust, with total assets in excess of
      US$5,000,000, not formed for the specific 
	 	  	purpose of acquiring the securities offered,
      whose purchase is directed by a 
	 	  	sophisticated person as described in Rule
      506(b)(2)(ii) under the 1933 Act; or 
	 	  	  
	 	______Category 16. 	Any entity in which all of the equity owners
      meet the requirements of at least 
	 	  	one of the above categories;




	Date: ________________________	By: ________________________
	  	Its: ________________________
	  	Print Name:
____________________