Filed by Automated Filing Services Inc. (604) 609-0244 - CarBiz Inc. - Exhibit 10.19






WARRANT


  
    
      THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES
        ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED
        STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”),
        OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THESE SECURITIES
        MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS SUCH
        SECURITIES ARE REGISTERED UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES
        LAWS OR SUCH SECURITIES ARE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
        IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT
        OR ANY APPLICABLE STATE SECURITIES LAW AND THE COMPANY WILL BE PROVIDED
        WITH AN OPINION OF COUNSEL IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY
        OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT
        SUCH EXEMPTIONS ARE AVAILABLE.

      WITHOUT COMPLIANCE WITH ALL APPLICABLE CANADIAN SECURITIES
        LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
        SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED IN CANADA OR TO OR
        FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL THE DATE THAT IS FOUR MONTHS
        AND ONE DAY FROM THE DATE OF ISSUANCE OF THIS SECURITY. 

    

  



CARBIZ INC. 

Warrant To Purchase Common Shares 

	Warrant No.: _____	Number of Shares: _______________


Date of Issuance: October __, 2007 

          Carbiz
Inc., an Ontario, Canada corporation (the “Company”), hereby certifies
that, for Ten United States Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
______________________ (“___________________________________”), the
registered holder hereof or its permitted assigns, is entitled, subject to the
terms set forth below, to purchase from the Company upon surrender of this
Warrant, at any time or times on or after the date hereof, but not after 11:59
P.M. Eastern Time on the Expiration Date (as defined herein)
_____________________ (______) fully paid and nonassessable Common Shares (as
defined herein) of the Company (the 

FORM 4 OF 4 




“Warrant Shares”) at the exercise price per share
provided in Section 1(b) below or as subsequently adjusted.

          Section
1. 

                    (a)      This
Warrant is the Common Shares purchase warrant (the “Warrant”) issued
pursuant to a convertible debenture dated October __, 2007 by and between the
Company and _________________________ (the “Convertible
Debenture”). 

                    (b)     
Definitions. The following words and terms as used in this Warrant shall
have the following meanings: 

                              (i)     
“Approved Stock Plan” means any employee benefit plan which has been
approved by the Board of Directors of the Company, pursuant to which the
Company’s securities may be issued to any employee, officer or director for
services provided to the Company. 

                              (ii)     
“Business Day” means any day other than Saturday, Sunday or other day on
which commercial banks in the City of New York are authorized or required by law
to remain closed. 

                              (iii)     
“Closing Bid Price” means the closing bid price of Common Shares as
quoted on the Principal Market (as defined below) (as reported by Bloomberg
Financial Markets (“Bloomberg”) through its “Volume at Price” function).


                              (iv)     
“Common Shares” means (i) the Company’s Common Shares, no par value per
share, and (ii) any capital stock into which such Common Shares shall have been
changed or any capital stock resulting from a reclassification of such Common
Shares. 

                              (v)     
“Convertible Securities” means any security convertible into Common
Shares. 

                              (vi)     
“Excluded Securities” means, provided such security is issued at a price
which is greater than or equal to the arithmetic average of the Closing Bid
Prices of the Common Shares for the ten (10) consecutive trading days
immediately preceding the date of issuance, any of the following: (a) any
issuance by the Company of securities in connection with a strategic partnership
or a joint venture (the primary purpose of which is not to raise equity
capital), (b) any issuance by the Company of securities as consideration for a
merger or consolidation or the acquisition of a business, product, license, or
other assets of another person or entity and (c) options to purchase Common
Shares, provided (I) such options are issued after the date of this Warrant to
employees of the Company within thirty (30) days of such employee’s starting his
employment with the Company, and (II) the exercise price of such options is not
less than the Closing Bid Price of the Common Shares on the date of issuance of
such option. 

                              (vii)     
“Expiration Date” means the date three (3) years from the Issuance Date
of this Warrant or, if such date falls on a Saturday, Sunday or other day on
which banks are required or authorized to be closed in the City of New York or
the State of New York or on which trading does not take place on the Principal
Exchange or automated quotation system on which the Common Shares is traded (a
“Holiday”), the next date that is not a Holiday. 

2 




                              (viii)     
“Issuance Date” means the date hereof. 

                              (ix)      “Options”
means any rights, warrants or options to subscribe for or purchase Common Shares
or Convertible Securities.

                              (x)      “Other
Securities” means (i) those options and warrants of the Company issued prior
to, and outstanding on, the Issuance Date of this Warrant, (ii) the Common
Shares issuable on exercise of such options and warrants, provided such options
and warrants are not amended after the Issuance Date of this Warrant and (iii)
the Common Shares issuable upon exercise of this Warrant.

                              (xi)      “Person”
means an individual, a limited liability company, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization and a government
or any department or agency thereof. 

                              (xii)     
“Principal Market” means the New York Stock Exchange, the American Stock
Exchange, the Nasdaq Global Market, the Nasdaq Capital Market, whichever is at
the time the principal trading exchange or market for such security, or the
over-the-counter market on the electronic bulletin board for such security as
reported by Bloomberg or, if no bid or sale information is reported for such
security by Bloomberg, then the average of the bid prices of each of the market
makers for such security as reported in the “pink sheets” by the National
Quotation Bureau, Inc. 

                              (xiii)      “Securities
Act” means the Securities Act of 1933, as amended.

                              (xiv)      “Warrant”
means this Warrant and all Warrants issued in exchange, transfer or replacement
hereof.

                              (xv)      “Warrant
Exercise Price” shall be twenty cent (US$0.20), or as subsequently adjusted
as provided in Section 8 hereof.

                              (xvi)      “Warrant
Shares” means the Common Shares issuable at any time upon exercise of this
Warrant.

                    (c)      Other
Definitional Provisions.

                              (i)      Except
as otherwise specified herein, all references herein (A) to the Company shall be
deemed to include the Company’s successors and (B) to any applicable law defined
or referred to herein shall be deemed references to such applicable law as the
same may have been or may be amended or supplemented from time to time.

                              (ii)      When
used in this Warrant, the words “herein”, “hereof”, and
“hereunder” and words of similar import, shall refer to this
Warrant as a whole and not to any provision of this Warrant, and the words
“Section”, “Schedule”, and “Exhibit” shall refer to
Sections of, and Schedules and Exhibits to, this Warrant unless otherwise
specified.

                              (iii)     
Whenever the context so requires, the neuter gender includes the masculine or
feminine, and the singular number includes the plural, and vice versa.

3 




          Section
2.      Exercise of Warrant. Subject to the
terms and conditions hereof, this Warrant may be exercised by the holder hereof
then registered on the books of the Company, pro rata as hereinafter provided,
at any time on any Business Day on or after the opening of business on such
Business Day, commencing with the first day after the date hereof, and prior to
11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery of a written
notice, in the form of the subscription notice attached as Exhibit A
hereto (the “Exercise Notice”), of such holder’s election to exercise
this Warrant, which notice shall specify the number of Warrant Shares to be
purchased, (ii) payment to the Company of an amount equal to the Warrant
Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied
by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to
which this Warrant is being exercised (plus any applicable issue or transfer
taxes) (the “Aggregate Exercise Price”): (a) in cash or wire transfer of
immediately available funds, (b) using Common Shares of the Company having a
fair market value equal to the Aggregate Exercise Price, or (c) by delivery of a
written notice of Net Exercise, as described below and (iii) the surrender of
this Warrant (or an indemnification undertaking with respect to this Warrant in
the case of its loss, theft or destruction) to a common carrier for overnight
delivery to the Company as soon as practicable following such date. In the event
of any exercise of the rights represented by this Warrant in compliance with
this Section 2(a), the Company shall on the fifth (5th) Business Day following
the date of receipt of the Exercise Notice, the Aggregate Exercise Price and
this Warrant (or an indemnification undertaking with respect to this Warrant in
the case of its loss, theft or destruction) and the receipt of the
representations of the holder specified in Section 6 hereof, if requested by the
Company (the “Exercise Delivery Documents”), and if the Common Shares are
DTC eligible, credit such aggregate number of Common Shares to which the holder
shall be entitled to the holder’s or its designee’s balance account with The
Depository Trust Company; provided, however, if the holder who submitted the
Exercise Notice requested physical delivery of any or all of the Warrant Shares,
or, if the Common Shares are not DTC eligible then the Company shall, on or
before the fifth (5th) Business Day following receipt of the Exercise
Delivery Documents, issue and surrender to a common carrier for overnight
delivery to the address specified in the Exercise Notice, a certificate,
registered in the name of the holder, for the number of Common Shares to which
the holder shall be entitled pursuant to such request. Upon delivery of the
Exercise Notice and Aggregate Exercise Price referred to in clause (ii) above,
the holder of this Warrant shall be deemed for all corporate purposes to have
become the holder of record of the Warrant Shares with respect to which this
Warrant has been exercised. In the case of a dispute as to the determination of
the Warrant Exercise Price, the Closing Bid Price or the arithmetic calculation
of the Warrant Shares, the Company shall promptly issue to the holder the number
of Warrant Shares that is not disputed and shall submit the disputed
determinations or arithmetic calculations to the holder via facsimile within one
(1) Business Day of receipt of the holder’s Exercise Notice. If the holder and
the Company are unable to agree upon the determination of the Warrant Exercise
Price or arithmetic calculation of the Warrant Shares within one (1) day of such
disputed determination or arithmetic calculation being submitted to the holder,
then the Company shall immediately submit via facsimile (i) the disputed
determination of the Warrant Exercise Price or the Closing Bid Price to an
independent, reputable investment banking firm or (ii) the disputed arithmetic
calculation of the Warrant Shares to its independent, outside accountant. The
Company shall cause the investment banking firm or the accountant, as the case
may be, to perform the determinations or calculations and notify the Company and
the holder of the results no later than forty-eight (48) hours from the time it
receives the disputed determinations or calculations. Such investment banking
firm’s or accountant’s determination or calculation, as the case may be, shall
be deemed conclusive absent manifest error. 

4 




          In
lieu of exercising this Warrant via cash payment or delivery of shares, holder
may elect to receive shares equal to the value of this Warrant (or portion
thereof being exercised) by surrender of this Warrant at the principal office of
the Company together with notice of election to exercise by means of a Net
Exercise in which event the Company shall issue to holder a number of the
Company computed using the following formula:

	 	X= 	
      Y(A-B)  

	 	  	
           A 

	 	  	
       

	 	Where X = 	
      the number of Common Shares to be issued to the holder
      

	 	  	
       

		Y = 	
      the number of Common Shares purchasable under this
      Warrant or, if only a portion of this Warrant is being exercised, the
      portion of this Warrant being exercised (at the date of such calculation)
      

	 	  	
       

		A = 	
      the Fair Market Value of one Common Share (at the date of
      such calculation) 

	 	  	
       

		B = 	
      the Exercise Price per Common Share (as adjusted to the
      date of such calculation). 



          The
foregoing notwithstanding, this Warrant may be exercised only by the payment of
cash as provided under clause (ii)(a) of the first paragraph of Section 2 above
in the event that at the time of exercise the Company is not in default under
the Convertible Debentures and the Warrant Shares are subject to an effective
registration statement or are capable of being freely transferred within the
United States by the Warrant holder pursuant to Regulation S. 

                    (a)     
Unless the rights represented by this Warrant shall have expired or shall have
been fully exercised, the Company shall, as soon as practicable and in no event
later than five (5) Business Days after any exercise and at its own expense,
issue a new Warrant identical in all respects to this Warrant exercised except
it shall represent rights to purchase the number of Warrant Shares purchasable
immediately prior to such exercise under this Warrant exercised, less the number
of Warrant Shares with respect to which such Warrant is exercised. 

                    (b)     
No fractional Warrant Shares are to be issued upon any pro rata exercise of this
Warrant, but rather the number of Warrant Shares issued upon such exercise of
this Warrant shall be rounded up or down to the nearest whole number. 

                    (c)     
If the Company or its Transfer Agent shall fail for any reason or for no reason
to issue to the holder within ten (10) days of receipt of the Exercise Delivery
Documents, a certificate for the number of Warrant Shares to which the holder is
entitled or to credit the holder’s balance account with The Depository Trust
Company for such number of Warrant Shares to which the holder is entitled upon
the holder’s exercise of this Warrant, the Company shall, in addition to any
other remedies under this Warrant or otherwise available to such holder, pay as
additional damages in cash to such holder on each day the issuance of such
certificate for Warrant Shares is not timely effected an amount equal to 0.025%
of the product of (A) the sum of the number of Warrant Shares not issued to the
holder on a timely basis and to which the holder is entitled, and (B) the
Closing Bid Price of the Common Shares for the trading day 

5 




immediately preceding the last possible date which the Company
could have issued such Common Shares to the holder without violating this
Section 2. 

                    (d)     
If within ten (10) days after the Company’s receipt of the Exercise Delivery
Documents, the Company fails to deliver a new Warrant to the holder for the
number of Warrant Shares to which such holder is entitled pursuant to Section 2
hereof, then, in addition to any other available remedies under this Warrant, or
otherwise available to such holder, the Company shall pay as additional damages
in cash to such holder on each day after such tenth (10th) day that
such delivery of such new Warrant is not timely effected in an amount equal to
0.25% of the product of (A) the number of Warrant Shares represented by the
portion of this Warrant which is not being exercised and (B) the Closing Bid
Price of the Common Shares for the trading day immediately preceding the last
possible date which the Company could have issued such Warrant to the holder
without violating this Section 2. 

                    (e)      This
Warrant may not be exercised unless an exemption is available from the
registration requirements under the Securities Act, and the securities laws of
all applicable states, and the Company has received an opinion of counsel or
other evidence to such effect satisfactory to it; provided, however, that a
holder who acquired this Warrant in the Company’s private placement of such
securities who was and remains outside the United States and not a “U.S.
person,” as such term is defined in Regulation S under the Securities Act, will
not be required to deliver an opinion of counsel in connection with the exercise
of such Warrant. Upon exercise of this Warrant, the certificate representing the
Warrant Shares will bear a legend restricting transfer without registration
under the Securities Act and applicable state securities laws unless an
exemption from registration is available and will contain any other restrictions
required by applicable United States federal or state securities laws.
Further, without compliance with all applicable Canadian securities
legislation, the securities represented by this certificate may not be sold,
transferred, hypothecated or otherwise traded in Canada or to or for the benefit
of a Canadian resident until the date that is four months and one day after the
date of issuance of this Warrant.

          Section
3.      Covenants as to Common Shares. The
Company hereby covenants and agrees as follows: 

                    (a)      This
Warrant is, and any Warrants issued in substitution for or replacement of this
Warrant will upon issuance be, duly authorized and validly issued. 

                    (b)      All
Warrant Shares which may be issued upon the exercise of the rights represented
by this Warrant will, upon issuance, be validly issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue thereof. 

                    (c)     
During the period within which the rights represented by this Warrant may be
exercised, the Company will at all times have authorized and reserved at least
one hundred percent (100%) of the number of Common Shares needed to provide for
the exercise of the rights then represented by this Warrant and the par value of
said shares will at all times be less than or equal to the applicable Warrant
Exercise Price. If at any time the Company does not have a sufficient number of
Common Shares authorized and available, then the Company shall call and hold a
special meeting of its shareholders within sixty (60) days of that time for the
sole purpose of increasing the number of authorized Common Shares. 

6 




                    (d)     
If at any time after the date hereof the Company shall file a registration
statement, the Company shall include the Warrant Shares issuable to the holder,
pursuant to the terms of this Warrant. 

                    (e)      The
Company will not, by amendment of its Articles of Incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities, or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed by it
hereunder, but will at all times in good faith assist in the carrying out of all
the provisions of this Warrant and in the taking of all such action as may
reasonably be requested by the holder of this Warrant in order to protect the
exercise privilege of the holder of this Warrant against dilution or other
impairment, consistent with the tenor and purpose of this Warrant. The Company
will not increase the par value of any Common Shares receivable upon the
exercise of this Warrant above the Warrant Exercise Price then in effect, and
(ii) will take all such actions as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and nonassessable Common
Shares upon the exercise of this Warrant. 

                    (f)     
This Warrant will be binding upon any entity succeeding to the Company by
merger, consolidation or acquisition of all or substantially all of the
Company’s assets. 

          Section
4.      Taxes. The Company shall pay any
and all taxes, except any applicable withholding, which may be payable with
respect to the issuance and delivery of Warrant Shares upon exercise of this
Warrant. 

          Section
5.      Warrant Holder Not Deemed a
Shareholder. Except as otherwise specifically provided herein, no holder, as
such, of this Warrant shall be entitled to vote or receive dividends or be
deemed the holder of capital stock of the Company for any purpose, nor shall
anything contained in this Warrant be construed to confer upon the holder
hereof, as such, any of the rights of a shareholder of the Company or any right
to vote, give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings, receive dividends
or subscription rights, or otherwise, prior to the issuance to the holder of
this Warrant of the Warrant Shares which he or she is then entitled to receive
upon the due exercise of this Warrant. In addition, nothing contained in this
Warrant shall be construed as imposing any liabilities on such holder to
purchase any securities (upon exercise of this Warrant or otherwise) or as a
shareholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company. Notwithstanding this Section 5, the Company will
provide the holder of this Warrant with copies of the same notices and other
information given to the shareholders of the Company generally,
contemporaneously with the giving thereof to the shareholders. 

          Section
6.      Representations of Holder. If such
holder cannot make the appropriate representations set forth in the Exercise
Notice in order to confirm compliance with any applicable United States federal
or state securities laws, the Company is under no obligation to issue the
Warrant Shares. 

          Section
7.      Ownership and Transfer. 

                    (a)     
The Company shall maintain at its principal executive offices (or such other
office or agency of the Company as it may designate by notice to the holder
hereof), a 

7 




register for this Warrant, in which the Company shall record
the name and address of the person in whose name this Warrant has been issued,
as well as the name and address of each transferee. The Company may treat the
person in whose name any Warrant is registered on the register as the owner and
holder thereof for all purposes, notwithstanding any notice to the contrary, but
in all events recognizing any transfers made in accordance with the terms of
this Warrant. 

          Section
8.      Adjustment of Warrant Exercise Price
and Number of Shares. The Warrant Exercise Price and the number of Common
Shares issuable upon exercise of this Warrant shall be adjusted from time to
time as follows: 

                    (a)     
Adjustment of Warrant Exercise Price upon Subdivision or Combination
of Common Shares. If the Company at any time after the date of issuance
of this Warrant subdivides (by any stock split, stock dividend, recapitalization
or otherwise) one or more classes of its outstanding Common Shares into a
greater number of shares, any Warrant Exercise Price in effect immediately prior
to such subdivision will be proportionately reduced and the number of Common
Shares obtainable upon exercise of this Warrant will be proportionately
increased. If the Company at any time after the date of issuance of this Warrant
combines (by combination, reverse stock split or otherwise) one or more classes
of its outstanding Common Shares into a smaller number of shares, any Warrant
Exercise Price in effect immediately prior to such combination will be
proportionately increased and the number of Warrant Shares issuable upon
exercise of this Warrant will be proportionately decreased. Any adjustment under
this Section 8(a) shall become effective at the close of business on the date
the subdivision or combination becomes effective. 

                    (b)     
Distribution of Assets. If the Company shall declare or make any dividend
or other distribution of its assets (or rights to acquire its assets) to holders
of Common Shares, by way of return of capital or otherwise (including, without
limitation, any distribution of cash, stock or other securities, property or
options by way of a dividend, spin off, reclassification, corporate
rearrangement or other similar transaction) (a “Distribution”), at any
time after the issuance of this Warrant, then, in each such case: 

                              (i)      any
Warrant Exercise Price in effect immediately prior to the close of business on
the record date fixed for the determination of holders of Common Shares entitled
to receive the Distribution shall be reduced, effective as of the close of
business on such record date, to a price determined by multiplying such Warrant
Exercise Price by a fraction of which (A) the numerator shall be the Closing
Sale Price of the Common Shares on the trading day immediately preceding such
record date minus the value of the Distribution (as determined in good faith by
the Company’s Board of Directors) applicable to one share of Common Shares, and
(B) the denominator shall be the Closing Bid Price of the Common Shares on the
trading day immediately preceding such record date; and 

                              (ii)      either
(A) the number of Warrant Shares obtainable upon exercise of this Warrant shall
be increased to a number of shares equal to the number of Common Shares
obtainable immediately prior to the close of business on the record date fixed
for the determination of holders of Common Shares entitled to receive the
Distribution multiplied by the reciprocal of the fraction set forth in the
immediately preceding clause (i), or (B) in the event that the Distribution is
of common shares of a company whose common shares are traded on a national
securities exchange or a national automated quotation system, then the holder of
this Warrant shall receive an additional warrant to purchase Common Shares, the
terms of which 

8 




shall be identical to those of this Warrant, except that such
warrant shall be exercisable into the amount of the assets that would have been
payable to the holder of this Warrant pursuant to the Distribution had the
holder exercised this Warrant immediately prior to such record date and with an
exercise price equal to the amount by which the exercise price of this Warrant
was decreased with respect to the Distribution pursuant to the terms of the
immediately preceding clause (i). 

                    (c)      Notices.


                              (i)     
Immediately upon any adjustment of the Warrant Exercise Price, the Company will
give written notice thereof to the holder of this Warrant, setting forth in
reasonable detail, and certifying, the calculation of such adjustment. 

                              (ii)      The
Company will give written notice to the holder of this Warrant at least ten (10)
days prior to the date on which the Company closes its books or takes a record
(A) with respect to any dividend or distribution upon the Common Shares, (B)
with respect to any pro rata subscription offer to holders of Common Shares or
(C) for determining rights to vote with respect to any Organic Change (as
defined below), dissolution or liquidation, provided that such information shall
be made known to the public prior to or in conjunction with such notice being
provided to such holder. 

                              (iii)     
The Company will also give written notice to the holder of this Warrant at least
ten (10) days prior to the date on which any Organic Change, dissolution or
liquidation will take place, provided that such information shall be made known
to the public prior to or in conjunction with such notice being provided to such
holder. 

     Section
9.      Purchase Rights; Reorganization,
Reclassification, Consolidation, Merger or Sale. 

                    (a)     
In addition to any adjustments pursuant to Section 8 above, if at any time the
Company grants, issues or sells any Options, Convertible Securities or rights to
purchase stock, warrants, securities or other property pro rata to the record
holders of any class of Common Shares (the “Purchase Rights”), then the
holder of this Warrant will be entitled to acquire, upon the terms applicable to
such Purchase Rights, the aggregate Purchase Rights which such holder could have
acquired if such holder had held the number of Common Shares acquirable upon
complete exercise of this Warrant immediately before the date on which a record
is taken for the grant, issuance or sale of such Purchase Rights, or, if no such
record is taken, the date as of which the record holders of Common Shares are to
be determined for the grant, issue or sale of such Purchase Rights. 

                    (b)      Any
recapitalization, reorganization, reclassification, consolidation, merger, sale
of all or substantially all of the Company’s assets to another Person or other
transaction in each case which is effected in such a way that holders of Common
Shares are entitled to receive (either directly or upon subsequent liquidation)
stock, securities or assets with respect to or in exchange for Common Shares is
referred to herein as an “Organic Change.” Prior to the consummation of
any (i) sale of all or substantially all of the Company’s assets to an acquiring
Person or (ii) other Organic Change following which the Company is not a
surviving entity, the Company will secure from the Person purchasing such assets
or the successor resulting from such Organic Change (in each case, the
“Acquiring Entity”) a written agreement 

9 




(in form and substance satisfactory to the holders of Warrants
representing at least two-thirds of the Warrant Shares issuable upon exercise of
the Warrants then outstanding) to deliver to each holder of Warrants in exchange
for such Warrants, a security of the Acquiring Entity evidenced by a written
instrument substantially similar in form and substance to this Warrant and
satisfactory to the holders of the Warrants (including an adjusted warrant
exercise price equal to the value for the Common Shares reflected by the terms
of such consolidation, merger or sale, and exercisable for a corresponding
number of Common Shares acquirable and receivable upon exercise of the Warrants
without regard to any limitations on exercise, if the value so reflected is less
than any Applicable Warrant Exercise Price immediately prior to such
consolidation, merger or sale). Prior to the consummation of any other Organic
Change, the Company shall make appropriate provision (in form and substance
satisfactory to the holders of Warrants representing a majority of the
Warrant Shares issuable upon exercise of the Warrants then outstanding) to
insure that each of the holders of the Warrants will thereafter have the right
to acquire and receive in lieu of or in addition to (as the case may be) the
Warrant Shares immediately theretofore issuable and receivable upon the exercise
of such holder’s Warrants (without regard to any limitations on exercise), such
shares of stock, securities or assets that would have been issued or payable in
such Organic Change with respect to or in exchange for the number of Warrant
Shares which would have been issuable and receivable upon the exercise of such
holder’s Warrant as of the date of such Organic Change (without taking into
account any limitations or restrictions on the exercisability of this Warrant).


          Section
10.      Lost, Stolen, Mutilated or Destroyed
Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the
Company shall promptly, on receipt of an indemnification undertaking (or, in the
case of a mutilated Warrant, the Warrant), issue a new Warrant of like
denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.


          Section
  11.      Notice. Any notices, consents, waivers
  or other communications required or permitted to be given under the terms of
  this Warrant must be in writing and will be deemed to have been delivered: (i)
  upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile
  (provided confirmation of receipt is received by the sending party transmission
  is mechanically or electronically generated and kept on file by the sending
  party); or (iii) one Business Day after deposit with a nationally recognized
  overnight delivery service, in each case properly addressed to the party to
  receive the same. The addresses and facsimile numbers for such communications
  shall be: 

	If to _____________: 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
		Facsimile: _____________________________	 


10 





	If to the Company, to: 	Carbiz Inc. 
	  	7405 North Tamiami Trail 
	  	Sarasota, FL 34243 
	  	Attention: Mr. Carl Ritter, CEO
    
	  	Telephone: (800) 547-2277 
	  	Facsimile: (941) 308-2718 
	  	 
	With a copy to: 	Shumaker, Loop & Kendrick,
      LLP 
	  	101 E. Kennedy Blvd., Suite 2800
    
	  	Tampa, Florida 33602 
	  	Attention:: Michael H. Robbins,
      Esq. 
	  	Telephone: (813) 227-2230 
	  	Facsimile: (813) 229-1660
  


If to a holder of this Warrant other than
_________________________, to it at the address and facsimile number as
shall be delivered to the Company upon the issuance or transfer of this Warrant
and with copies to such holder’s representatives as shall be delivered to the
Company upon the issuance or transfer of this Warrant. Each party shall provide
five days’ prior written notice to the other party of any change in address or
facsimile number. Written confirmation of receipt (A) given by the recipient of
such notice, consent, facsimile, waiver or other communication, (or (B) provided
by a nationally recognized overnight delivery service shall be rebuttable
evidence of personal service, receipt by facsimile or receipt from a nationally
recognized overnight delivery service in accordance with clause (i), (ii) or
(iii) above, respectively. 

          Section
12.      Date. The date of this Warrant is
set forth on page 1 hereof. This Warrant, in all events, shall be wholly void
and of no effect after the close of business on the Expiration Date, except that
notwithstanding any other provisions hereof, the provisions of Section 8(b)
shall continue in full force and effect after such date as to any Warrant Shares
or other securities issued upon the exercise of this Warrant. 

          Section
13.      Amendment and Waiver. Except as
otherwise provided herein, the provisions of the Warrants may be amended and the
Company may take any action herein prohibited, or omit to perform any act herein
required to be performed by it, only if the Company has obtained the written
consent of the holder of this Warrant. 

          Section
14.      Descriptive Headings; Governing Law.
The descriptive headings of the several sections and paragraphs of this Warrant
are inserted for convenience only and do not constitute a part of this Warrant.
The corporate laws of the State of Florida shall govern all issues concerning
the relative rights of the Company and its shareholders. All other questions
concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of Florida without
giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Florida or any other jurisdictions) that would cause the
application of the laws of any jurisdictions other than the State of Florida
Each party hereby irrevocably submits to the exclusive jurisdiction of the state
courts sitting in Broward County, Florida and the United States District Court
for the Southern District of Florida for the adjudication of any dispute
hereunder or in connection herewith or therewith, or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the 

11 




jurisdiction of any such court, that such suit, action or
proceeding is brought in an inconvenient forum or that the venue of such suit,
action or proceeding is improper. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof to such party at the address for such
notices to it under this Warrant and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law.

          Section
15.      Waiver of Jury Trial. AS A
MATERIAL INDUCEMENT FOR EACH PARTY HERETO TO ENTER INTO THIS WARRANT, THE
PARTIES HERETO HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
RELATED IN ANY WAY TO THIS WARRANT AND/OR ANY AND ALL OF THE OTHER DOCUMENTS
ASSOCIATED WITH THIS TRANSACTION. 

          IN
  WITNESS WHEREOF, the Company has caused this Warrant to be signed as of
  the date first set forth above. 

CARBIZ INC. 

By: ________________________________________________

  Name: 

  Title: 

12 




EXHIBIT A TO WARRANT 

  

EXERCISE NOTICE 



  TO BE EXECUTED

  BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT 

  

CARBIZ INC. 

          The
undersigned holder hereby exercises the right to purchase ______________ of the
Common Shares (“Warrant Shares”) of Carbiz Inc., an Ontario, Canada
corporation (the “Company”), evidenced by the attached Warrant (the
“Warrant”). Capitalized terms used herein and not otherwise defined shall
have the respective meanings set forth in the Warrant. 

          1.      Form
of Warrant Exercise Price. The Holder intends that payment of the Warrant
Exercise Price shall be made as a “Cash Exercise” with respect to
______________ Warrant Shares. 

          2.      Payment
of Warrant Exercise Price. The holder shall pay the sum of $______________
to the Company in accordance with the terms of the Warrant.

          3.      Delivery
of Warrant Shares. The Company shall deliver to the holder _________
Warrant Shares in accordance with the terms of the Warrant.

          4.      The
undersigned represents, warrants and certifies as follows (only one of the
following must be checked): 

		A. [ ] 	
      The undersigned holder (a) acquired this Warrant directly
      from the Company pursuant to a written purchase agreement for the
      acquisition of such securities, (b) at the time of exercise of this
      Warrant is not in the United States, (c) is not a “U.S. person” (a “U.S.
      Person”), as such term is defined in Regulation S under the U.S.
      Securities Act, and is not exercising such securities on behalf of a U.S.
      Person or a person in the United States, and (d) did not execute this
      Notice of Exercise in the United States; or 

	 	  	
       

		B. [ ] 	
      The undersigned holder has delivered to the Company a
      written opinion of counsel or such other evidence in a form reasonably
      acceptable to the Company to the effect that an exemption from the
      registration requirements of the United States Securities Act of 1933, as
      amended (the “U.S. Securities Act”), and applicable state securities laws
      is available for the issuance of the Warrant Shares.




The undersigned holder understands that the certificate
representing the Warrants Shares will bear a legend restricting transfer without
registration under the U.S. Securities Act and 

A-1 




applicable state securities laws unless an exemption from
registration is available and will contain any other restrictions required under
applicable United States federal or state securities laws or Canadian securities
laws. With respect to Box A above, the undersigned holder agrees to provide any
additional information that the Company may reasonably request to establish that
an exclusion from registration under the U.S. Securities Act is available for
the issuance of the Warrant Shares. Unless Box B above is checked, certificates
representing Common Shares will not be registered or delivered to an address in
the United States. 

If Box B is checked, any opinion tendered or other evidence
delivered must be in form and substance reasonably satisfactory to the Company.
Holders planning to deliver such documentation in connection with the exercise
of a Warrant should contact the Company in advance to determine whether such
documentation will be acceptable to the Company. 

Date: _______________ __, ______



Name of Registered Holder 

By: _______________________________

  Name: _____________________________

  Title: ______________________________

A-2 




EXHIBIT B TO WARRANT 

FORM OF WARRANT POWER 

          FOR
VALUE RECEIVED, the undersigned does hereby assign and transfer to
________________, Federal Identification No. __________, a warrant to purchase
____________ shares of the capital stock of Carbiz Inc., an Ontario, Canada
corporation, represented by warrant certificate no. _____, standing in the name
of the undersigned on the books of said corporation. The undersigned does hereby
irrevocably constitute and appoint ______________, attorney to transfer the
warrants of said corporation, with full power of substitution in the premises.


Dated: ________________________________________                          
  __________________________________________________

By: _________________________________________

  Name: _______________________________________

  Title: ________________________________________

B-1