Filed by Automated Filing Services Inc. (604) 609-0244 -  Carbiz Inc. - Exhibit 4.13






CARBIZ INC. 

REGISTRATION RIGHTS AGREEMENT 

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is
entered into as of ______, 2006, 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” and, collectively, the “Subscription
Agreements”), whereby the Corporation will sell, and each Investor will
purchase, Units of the Corporation (each a “Unit”), with each Unit
consisting of one common share (the “Common Share”) and one common share
purchase warrant (a “Warrant”), subject to the terms and conditions of
such Subscription 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 _______, 2006 or such other date as may be determined by the
      Corporation in accordance with the Subscription Agreements.

	 	 	 
		1.2 	
      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.

	 	 	 
		1.3 	
      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.

	 	 	 
		1.4 	
      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 1.4; 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”).








		1.5 	
      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 by the SEC.

	 	 	 
		1.6 	
      SEC. The term “SEC” means the United
      States Securities and Exchange Commission.

	 	 	 
		1.7 	
      U.S. Exchange Act. The term “U.S. Exchange
      Act” means the United States Securities Exchange Act of 1934, as
      amended.

	 	 	 
		1.8 	
      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 	
      Piggyback Registrations. The
      Corporation shall notify all Holders of Registrable Securities in writing
      at least twenty (20) days prior to filing any registration statement under
      the U.S. Securities Act for purposes of effecting a public offering of
      securities of the Corporation (including, but not limited to, registration
      statements relating to the Corporation’s initial public offering and
      secondary offerings of securities of the Corporation, but excluding
      registration statements relating to any employee benefit plan or a
      corporate reorganization) and will afford each such Holder an opportunity
      to include in such registration statement all or any part of the
      Registrable Securities then held by such Holder. Each Holder desiring to
      include in any such registration statement all or any part of the
      Registrable Securities held by such Holder shall, within twenty (20) days
      after receipt of the above-described notice from the Corporation, notify
      the Corporation in writing, and in such notice shall inform the
      Corporation of the number of Registrable Securities such Holder wishes to
      include in such registration statement. If a Holder decides not to include
      all of its Registrable Securities in any registration statement thereafter
      filed by the Corporation, such Holder shall nevertheless continue to have
      the right to include any Registrable Securities in any subsequent
      registration statement or registration statements as may be filed by the
      Corporation with respect to offerings of its securities, all upon the
      terms and conditions set forth herein.

	 	 	 
		2.2 	
      Underwriting. If a registration
      statement under which the Corporation gives notice under this Section 2 is
      for an underwritten offering, then the Corporation shall so advise the
      Holders of Registrable Securities. In such event, the right of any such
      Holder’s Registrable Securities to be included in a registration pursuant
      to this Section 2 shall be conditioned upon such Holder’s participation in
      such underwriting and the inclusion of such Holder’s Registrable
      Securities in the underwriting to the extent provided herein. All Holders
      proposing to distribute their Registrable Securities through such
      underwriting shall enter into an underwriting agreement in customary form
      with the managing underwriter or underwriter(s) selected for such
      underwriting. Notwithstanding any other provision of this Agreement, if
      the managing underwriter(s) determine(s) in good faith that marketing
      factors require a limitation of the number of securities to be
      underwritten, then the managing underwriter(s) may exclude securities
      (including Registrable Securities) from the registration and the
      underwriting, and the number of securities that may be included in the
      registration and the underwriting shall be allocated, first, to the
      Corporation, and second, to each of the Holders requesting
      inclusion of their Registrable Securities in such registration statement
      on a pro rata basis according to the ratio of the number of Registrable
      Securities requested by each Holder to be included in the registration to
      the total number of securities to be included in the registration. If any
      Holder disapproves of the terms of any such underwriting, such Holder may
      elect to withdraw therefrom by written notice to the Corporation and the
      underwriter, delivered at least ten (10) business days prior to the
      effective date of the registration statement. Any Registrable Securities
      excluded or withdrawn from such underwriting shall be excluded and
      withdrawn from the registration and the number of Registrable Securities
      permitted to be included in such registration by each Holder shall be
      readjusted accordingly. For any Holder which is a partnership or
      corporation, the partners, retired partners and shareholders of such
      Holder, or the estates and family members of any such partners and retired
      partners and any trusts for the benefit of any of the foregoing persons
      shall be deemed to be a single “Holder,” and any pro rata reduction with
      respect to



2 





		
      such “Holder” shall be based upon the aggregate amount of
      securities carrying registration rights owned by all entities and
      individuals included in such “Holder,” as defined in this
  sentence.

	 	 	 
	2.3 	
      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 and
      the reasonable fees and disbursements of one (1) counsel for the selling
      Holder or Holders (but excluding underwriters’ discounts and commission
      and transfer taxes), shall be borne by the Corporation. Each Holder
      participating in a registration pursuant to this Section 2 shall bear such
      Holder’s proportionate share (based on the total number of securities sold
      in such registration other than for the account of the Corporation) of all
      discounts, commissions, transfer taxes or other amounts payable to
      underwriters or brokers in connection with such offering.

	 	 	 
	2.4 	
      Obligations of the Corporation. The
      Corporation hereby covenants and agrees that it shall:

	 	 	 
		(a) 	
      prepare and file with the SEC a registration statement
      with respect to such Registrable Securities and use its best efforts to
      cause such registration statement to become effective, and, upon the
      request of the Holders of a majority of the Registrable Securities
      registered thereunder, keep such registration statement effective for up
      to twelve (12) months;

	 	 	 
		(b) 	
      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 such registration
    statement;

	 	 	 
		(c) 	
      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) 	
      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;

	 	 	 
		(e) 	
      in the event of any underwritten public offering, enter
      into and perform its obligations under an underwriting agreement, in usual
      and customary form, with the managing underwriter(s) of such offering (it
      being understood and agreed that, as a condition to the Corporation’s
      obligations under this clause (e), each Holder participating in such
      underwriting shall also enter into and perform its obligations under such
      an agreement); and

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

	 	 	 
	2.5 	
      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.



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	2.6 	
      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.

	 	 	 	 
	2.7 	
      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 2.7, 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 forty-five
      (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 2.7
      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 2.7, 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 2.4 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.

	 	 	 	 
	2.8 	
      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,



4 





		
      however, that the indemnity agreement contained in this
      subsection 2.8(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 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 2.8(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 2.8(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 2.8 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 2.8, 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. 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 2.8, but the omission so to deliver written notice to the
      indemnifying party will not relieve it of any liability that it may have
      to any indemnified party otherwise than under this Section 2.8.

	 	 
	(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.



5 





		(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 2.8 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 2.8
      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 2.8; 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 2.8 shall survive the
      completion of any offering of Registrable Securities in the Registration
      Statement, and otherwise.

	 	 	 
	2.9 	
      “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
      one-hundred-eighty (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 2.9(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.



6 





		(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.

	 	 	 
	2.10 	
      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.

	 	 	 
	2.11 	
      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. 	
      General Provisions.

	 	 	 
		3.1 	
      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 five percent (5%) or more of the equity
      of a competitor of the Corporation, or (iii) an entity of which five
      percent (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 3.

	 	 	 
		3.2 	
      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. Any amendment or waiver
      effected in accordance with this Section 3.2 shall be binding upon each
      Holder and the Corporation.



7 





	 	3.3 	
      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.

	 	 	 
	 	3.4 	
      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.

	 	 	 
	 	3.5 	
      Governing Law. This Agreement shall
      be governed by and construed in accordance with the laws of the State of
      Florida. The parties hereto hereby submit to the exclusive jurisdiction
      and venue of the courts of the State of Florida.

	 	 	 
	 	3.6 	
      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.

	 	 	 
	 	3.7 	
      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.

	 	 	 
	 	3.8 	
      Successors and Assigns. Subject to
      the provisions of Section 3.1, 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.

	 	 	 
	 	3.9 	
      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.

	 	 	 
	 	3.10 	
      Counterparts; Facsimile. 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. This Agreement may be delivered by executed facsimile
      transmission, which shall be deemed an original.

	 	 	 
	 	3.11 	
      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.

	 	 	 
	 	3.12 	
      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.

	 	 	 
	 	3.13 	
      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] 

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SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT 

IN WITNESS WHEREOF, the parties hereto have executed this
Registration 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:
  _________________


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SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT 

	 	INVESTORS: 
	 	  
	 	  
	 	  
	 	By:
  
	 	Its:
    
	 	Print
      Name: 
	 	Address: 
	 	Facsimile Number: 


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SCHEDULE A 

SCHEDULE OF INVESTORS 


	Investor 	Number of Units 	Address 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



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