GUARANTY

GUARANTY

          THIS GUARANTY (“Guaranty”), dated June 15, 2009, is made by Carbiz, Inc., whose address is 7115 16 ^th Street, Suite 105, Sarasota, Florida 34243-6816 (“Guarantor”), in favor of WELLS FARGO PREFERRED CAPITAL, INC. (“WFPC”), an Iowa corporation with offices at 800 Walnut Street, Des Moines, Iowa.

BACKGROUND

          A.      WFPC is contemporaneously herewith entering into a Loan and Security Agreement dated as of the date hereof (as may be amended, supplemented, modified or otherwise restated from time to time, the “ Loan Agreement ”), with CARBIZ USA INC., CARBIZ AUTO CREDIT, INC., CARBIZ AUTO CREDIT AQ, INC., TEXAS AUTO CREDIT, INC., CARBIZ AUTO CREDIT JV1, LLC, CARBIZ AUTO CREDIT IN1, INC., CARBIZ AUTO CREDIT IN2, INC., CARBIZ AUTO CREDIT IN3, INC., CARBIZ AUTO CREDIT IN4, INC., CARBIZ AUTO CREDIT NE, INC. (“ Borrowers ”) under which WFPC has agreed to make loans and advances to Borrowers from time to time.

          B.      It is a condition precedent to WFPC entering into the Loan Agreement that Guarantor shall have executed and delivered to WFPC this Guaranty.

NOW, THEREFORE, in order to induce WFPC to enter into the Loan Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Guarantor does hereby covenant and agree with WFPC as follows:

          1.       Definitions and Construction . Reference is hereby made to the Loan Agreement for a statement of the terms thereof. All terms used in this Guaranty which are defined in the Loan Agreement and not defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement.

          2.      Guaranty . Guarantor, absolutely, unconditionally, jointly and severally, and without limit, guarantees and becomes surety for the full, prompt and punctual payment to WFPC, as and when due, whether at maturity, by acceleration or otherwise, of any and all indebtedness, and performance of any and all liabilities and obligations of Borrower to WFPC created at any time under, or pursuant to the terms of the Loan Agreement (including, without limitation, the Obligations as defined in the Loan Agreement) and of the promissory notes issued by Borrowers in favor of WFPC, evidencing the same (as may be amended, supplemented, modified or restated from time to time, each a “ Note ” and collectively, the “ Notes ”), whether for principal, interest, premiums, fees, expenses or otherwise (all such indebtedness, liabilities and obligations being herein called collectively the “ Obligations ”), together with any and all expenses, including without limitation reasonable attorneys’ fees and disbursements, which may be incurred by WFPC in collecting any or all of the Obligations or enforcing any and all rights against Guarantor under this Guaranty (herein the “ Expenses ”). Without limiting Guarantor’s obligations hereunder and notwithstanding any purported termination of this Guaranty, if any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation, dissolution, assignment for the benefit of creditors, or similar event with respect to Borrowers or any co-guarantor or endorser of all or any of the Obligations shall occur, and such occurrence shall result in the return of (or in such event any agent shall be requested to return) any payment or performance of any of the Obligations or Expenses,

then (a) without further notice, demand or other action, the obligations of Guarantor hereunder shall be reinstated with respect to (i) such payment or performance returned (or requested to be returned) and (ii) with respect to all further obligations arising as a result of such return or request, and (b) Guarantor shall thereupon be liable therefor, without any obligation on the part of WFPC to contest or resist any such return.

          3.      Nature and Term of Guaranty .

                  (a)      The obligations and liability of Guarantor under this Guaranty shall be independent, joint and several, absolute, primary and direct, irrevocable and unconditional, regardless of any non-perfection of any collateral security for the Obligations; any lack of validity or enforceability of the Loan Agreement or the Note or any of the Obligations or Expenses; the voluntary or involuntary liquidation, dissolution, sale or other disposition of all, or substantially all of the assets, marshalling of assets and liabilities, receivership, insolvency, Bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings affecting any Borrower or Guarantor or any co-guarantor or endorser of, any or all of the Obligations and Expenses or any of the assets of any of them, or any contest of the validity of this Guaranty in any such proceeding; or any law, regulation or decree now or hereafter in effect in any jurisdiction which might in any manner affect any of such terms or provisions or any of the rights of WFPC with respect thereto or which might cause or permit any Borrower or any co-guarantor or endorser of the Obligations and Expenses to invoke any defense to, or any alteration in the time, amount or manner of payment of any or all of the Obligations and Expenses or performance of this Guaranty.

                  (b)      The dissolution or adjudication of bankruptcy of Guarantor shall not revoke this Guaranty. If the Guarantor shall be dissolved or shall become insolvent (however defined), then WFPC shall have the right to declare immediately due and payable, and Guarantor will forthwith pay to WFPC, the full amount of all of the Obligations whether due and payable or unmatured. If Guarantor voluntarily commences or there is commenced involuntarily against the Guarantor a case under the United States Bankruptcy Code, the full amount of all of the Obligations, whether due and payable or unmatured, shall be immediately due and payable without demand or notice thereof.

                  (c)      This Guaranty is a continuing guaranty and shall remain in full force and effect until the Obligations, the Expenses and any and all other amounts payable hereunder shall have been paid in full and no further loans or advances are available under the Loan Agreement and the period during which any payment by Borrowers or Guarantor is or may be subject to rescission, avoidance or refund under the Bankruptcy Code (or any similar state statute) shall have expired.

          4.       Payment in Accordance with Note and Loan Agreement .

                  (a)      Guarantor hereby guaranties that the Obligations and Expenses shall be paid and performed strictly in accordance with the terms of the Note and the Loan Agreement.

                  (b)      If any Obligation or Expense is not paid or performed by the Borrowers punctually, subject to any applicable grace period, including without limitation any Obligation due by acceleration of the maturity thereof, Guarantor will, upon WFPC’s demand, without duplication, immediately pay or perform such Obligation or Expense or cause the same to be paid or performed. Guarantor will pay to WFPC, upon demand, without duplication, all costs and expenses, including

2

the Expenses, which may be incurred by WFPC in the collection or enforcement of the Guarantor’s obligations under this Guaranty.

          5.       Rights and Remedies of WFPC . WFPC, in its sole discretion, may proceed to exercise any right or remedy which it may have under this Guaranty against Guarantor without first pursuing or exhausting any rights or remedies which it may have against Borrowers or against any other person or entity or any collateral security, and may proceed to exercise any right or remedy which it may have under this Guaranty without regard to any actions or omissions of any other person or entity, in any manner or order, without any obligation to marshal in favor of Guarantor or other persons or entities and without releasing Guarantor’s obligations hereunder with respect to any unpaid Obligations and Expenses. No remedy herein conferred upon or reserved to WFPC is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Guaranty or now or hereafter existing at law or in equity.

          6.       Actions Not Affecting Guaranty . WFPC, at any time or from time to time, in such manner and upon such terms as it may deem proper, may extend or change the time of payment or the manner or place of payment of, or otherwise modify or waive any of the terms of, or release, exchange, settle or compromise any or all of the Obligations and Expenses or any collateral security therefor, or subordinate payment of the same, or any part thereof, to the payment of any other indebtedness, liabilities or obligations of Borrowers which may at any time be due or owing to WFPC, or elect not to enforce any of WFPC’s rights with respect to any or all of the Obligations and Expenses or any collateral security therefor, all without notice to, or further assent of Guarantor and without releasing or affecting Guarantor’s obligations hereunder.

          7.       Payments Under Guaranty .

                  (a)      All payments by Guarantor hereunder shall be made in immediately available funds and in lawful money of the United States of America to WFPC as set forth in the Loan Agreement or otherwise directed by WFPC. All payme