Form of Restricted Stock Agreement For Non-employee Directors

CARBIZ INC.
2007 INCENTIVE STOCK PLAN

RESTRICTED STOCK AGREEMENT
FOR
NON-EMPLOYEE DIRECTOR Granted DATE 1br/>
This Restricted Stock Agreement is entered into as of DATE 1pursuant to Article VII of the Carbiz Inc. 2007 Incentive Stock Plan (the " Plan" ) and evidences the grant, and the terms, conditions and restrictions pertaining thereto, of Restricted Stock awarded to NAMEthe " Participant" ).1.

Award of Shares . In consideration of the services rendered to Carbiz Inc. (the " Company" ) and/or its Subsidiaries by the Participant as a member of the Board of Directors of the Company or a Subsidiary, the Committee hereby grants to the Participant a Restricted Stock Award as of DATE 1Award Date" ), covering NUMBERShares of the Company (the " Award Shares" ) subject to the terms, conditions, and restrictions set forth in this Agreement. This Award is granted pursuant to the Plan and is subject to the terms thereof. 2.

Period of Restriction . (a)

Subject to earlier vesting or forfeiture as hereinafter provided, the period of restriction (the " Period of Restriction" ) applicable to the Award Shares is as follows: (1) one year from the Award Date with respect to 20% of the Award Shares, (2) two years from the Award Date with respect to the second 20% of the Award Shares, (3) three years from the Award Date with respect to the third 20% of the Award Shares, (4) four years from the Award Date with respect to the fourth 20% of the Award Shares, and (5) five years from the Award Date with respect to the fifth and final 20% of the Award Shares. (b)

Notwithstanding any other provision of this Agreement to the contrary, if a Change in Control occurs after the Award Date and during the continuation of the Participant' s Board Service (as defined in Paragraph 7), the Period of Restriction shall end and any remaining restrictions applicable to any of the Award Shares shall automatically terminate and the Award Shares shall be free of restrictions and freely transferable. (c)

Except as otherwise provided pursuant to Paragraph 2(b) or 6, the applicable portion of the Award Shares shall become freely transferable by the Participant after the last day of its Period of Restriction. 3.

Share Certificates . The share certificate(s) for the Award Shares shall be registered on the Company' s share transfer books in the name of the Participant in certificated form. Physical possession of the share certificate(s) shall be retained by the Company until such time as the Period of Restriction lapses.

In addition to any other legend(s) required under applicable United States federal or state securities laws or any other applicable laws, any certificate(s) evidencing the Award Shares shall bear the following legend, during the Period of Restriction:The sale or other transfer of the shares represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer set forth in the Carbiz Inc. 2007 Incentive Stock Plan, in the rules and administrative procedures adopted pursuant to such Plan, and in a Restricted Stock Agreement dated DATE 1A copy of the Plan, such rules and procedures, and such Restricted Stock Agreement may be obtained from the Secretary of Carbiz Inc.


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4.

Voting Rights . During the Period of Restriction, the ...