8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 15, 2009

CARBIZ INC.
(Exact name of registrant as specified in its charter)

Ontario, Canada	000-52209	None
(State or other jurisdiction	(Commission File	(IRS Employer
of	Number)	Identification No.)
incorporation)

7115 16^th Street East, Unit 105
Sarasota, Florida 34243
(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (941) 952-9255

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act.

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

Item 1.01         Entry into a Material Definitive Agreement.
Item 3.02         Unregistered Sales of Equity Securities.

Star Financial Services Portfolio Acquisition

          On June 15, 2009, Carbiz USA Inc. (“Carbiz USA”), a subsidiary of Carbiz Inc. (the “Company”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Star Financial Services, a California corporation (“Star”), The Brook Family Trust, which is the principal shareholder of Star (the “Trust”), and Malcolm S. Brook (“Brook”), who is the trustee of the Trust, pursuant to which Carbiz USA purchased substantially all of the assets of Star, which consisted primarily of a portfolio of consumer loans on used cars with an outstanding balance due of $9,738,862 (the “Consumer Notes”).

          The consideration paid by Carbiz USA consisted of the assumption of $8,153,665 in debt due from Star to Wells Fargo Preferred Capital, Inc., and $2,067,534 in debt due from Star to certain of its subordinated creditors, including $1,513,763 due to the Trust.

          So long as Carbiz USA holds any of the Consumer Notes, it shall be entitled to review the collectability of the Consumer Notes on a quarterly basis beginning with the quarter ending October 31, 2009, and determine whether, pursuant to its normal charge-off policy, it should charge off in whole or in part any of the Consumer Notes. In the event that Carbiz USA charges off any amount due under a Consumer Note or in the event that it sells one or more of the Consumer Notes at a discount to the remaining balance due under such Consumer Notes, then it shall be entitled to offset the amount of such charge-offs and discounts against any amount owed to Brook under the terms of the subordinated note delivered to him pursuant to the Asset Purchase Agreement, with such offset being applied against the next payment or payments due thereunder; provided however, that such charge-offs and discounts shall not exceed $1,213,762.76 in the aggregate; and provided further, that Brook shall be entitled to a credit against any such offset for (a) sales tax credits that Carbiz USA receives with respect to the Star portfolio, and (b) amounts ultimately recovered or received by Carbiz USA under Consumer Notes which were previously charged off. If Star, the Trust or Brook have any other indemnification obligations to Carbiz USA under the Asset Purchase Agreement, then Carbiz USA may elect to offset any such amount due to it from them against any of the subordinated notes delivered to the former Star subordinated creditors, provided, however, that Carbiz USA must first offset against the subordinated note delivered to Brook until there is no further amount due thereunder before it offsets against any of the subordinated notes held by the other subordinated creditors.

          In order to effectuate the acquisition of the assets of Star, the Company entered into a new credit facility with Wells Fargo Preferred Capital, Inc. (“Wells Fargo”). See “New Credit Facility” below. In connection with entering into such credit facility, the Company entered into an amendment to its senior credit facility with Dealer Services Corporation (“DSC”). See “Amendment of DSC Credit Facility” below.

New Credit Facility

          On June 15, 2009, all of the Company’s direct and indirect subsidiaries (the “Borrowers”) entered into a Loan and Security Agreement, dated June 15, 2009 (the “WF Loan Agreement”)

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with Wells Fargo Preferred Capital, Inc. (“Wells Fargo”). Under the WF Loan Agreement, Wells Fargo committed to loan the Borrowers up to (i) $15,000,000 through and including December 31, 2009, (ii) $17,000,000 commencing January 1, 2010 through and including March 31, 2010 and (iii) $20,000,000 thereafter. The purpose of the credit facility is to finance receivables generated by the Company from the sales of used vehicles. The Borrowers may borrow up to 55% of the outstanding amount due under eligible receivables, as defined in the WF Loan Agreement, other than receivables acquired from Star. With respect to the receivables acquired from Star, they may borrow up to 95% of the amount outstanding under such receivables through the 60^th day following the date of the WF Loan Agreement and 90% thereafter.

          The WF Loan Agreement is subject to certain borrowing limitations, and includes certain financial and restrictive covenants, including but not limited to covenants requiring the maintenance of minimum EBITDA and debt to equity ratios. The credit facility will terminate on June 30, 2011.

          Loans will bear interest at an annual rate equal to the three-month London Interbank Offered Rate plus 3.35% .

          An unused line fee of 0.25% per annum is charged on the unused portion of the credit facility on a monthly basis, and the Company must pay Wells Fargo an administrative fee of $1,000 per month.

          Amounts due to Wells Fargo under the WF Loan Agreement are secured by a security interest in all of the personal property of the Borrowers, and guaranteed by the Company under a Guaranty Agreement.

          The Borrowers initial draw under the WF Loan Agreement was $10,303,665, $8,153,665 of which was used to pay the indebtedness of Star to WF.

Amendment of DSC Credit Facility and Issuance of Warrants to DSC

          On June 15, 2009, all of the Company’s subsidiaries that are borrowers under the Fourth Amended and Restated Loan and Security Agreement with DSC, dated February 25, 2009 (the “DSC Loan Agreement”), entered into an amendment to the DSC Loan Agreement with DSC, which permits the Company’s subsidiaries to enter into the WF Loan Agreement and grant Wells Fargo a security interest in their personal property.

          In order to obtain the consent of DSC to the WF Loan Agreement, DSC requested that the Company issue to DSC warrants to purchase an additional 30,781,800 shares of Company common stock at a purchase price of $0.08 per share at any time until June 15, 2014. The Company’s board of directors approved such issuance, finding that the WF Loan Agreement was necessary for the future growth of the Company. The issuance of the warrants and the underlying common stock are exempt from registration under the Securities Act of 1933 by virtue of the private placement exemption provided in Section 4(2) of such Act.

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          In connection with entering into the WF Loan Agreement, Wells Fargo entered into an Inter-creditor Agreement with DSC and a Subordination and Inter-creditor Agreement with Trafalgar Capital Specialized Investment Fund, Luxembourg and the Star note holders.

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Item 9.01         Financial Statements and Exhibits.

Exhibit 99.1	Asset Purchase Agreement, dated June 15, 2009, between Carbiz USA Inc., Star Financial Services, The Brook Family Trust and Malcolm S. Brook
Exhibit 99.2	Promissory Note dated June 15, 2009 issued to Malcolm S. Brook
Exhibit 99.3	Loan and Security Agreement, dated June 15, 2009, between the subsidiaries of Carbiz Inc. and Wells Fargo Preferred Capital, Inc.
Exhibit 99.4	Promissory Note issued to Wells Fargo Preferred Capital Inc. by the subsidiaries of Carbiz Inc. on June 15, 2009
Exhibit 99.5	Guaranty of Carbiz Inc., dated June 15, 2009, in favor of Wells Fargo Preferred Capital, Inc.
Exhibit 99.6	Amendment No. 1 to Fourth Amended and Restated Loan and Security Agreement, dated June 15, 2009, between Carbiz Inc., its operating subsidiaries, and Dealer Services Corporation
Exhibit 99.7	Warrant in favor of Dealer Services Corporation

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SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CARBIZ INC.
Date: June 17, 2009	By:	/s/ Stanton Heintz
		Stanton Heintz
		Chief Financial Officer

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EX-99.1

ASSET PURCHASE AGREEMENT

BY AND AMONG

CARBIZ USA INC.,

MALCOLM S. BROOK,

THE BROOK FAMILY TRUST,

AND

STAR FINANCIAL SERVICES, A CALIFORNIA CORPORATION

Dated as of June 15, 2009

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ASSET PURCHASE AGREEMENT

          THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of June 15, 2009, is by and among Carbiz USA Inc. (the “Purchaser”), Star Financial Services, a California corporation (the “Seller”), The Brook Family Trust (the “Shareholder”) and Malcolm S. Brook [together with the “Shareholder” and the Seller, the “Seller Group”].

RECITALS

          A.      Seller owns and collects Consumer Notes (the “Business”);

          B.      The Purchaser desires to purchase from Seller, and Seller desires to sell to the Purchaser, all of its right, title and interest in and to the Purchased Assets; and

          C.      Seller desires to transfer to the Purchaser, and the Purchaser desires to accept and assume from Seller, the Assumed Liabilities.

          NOW, THEREFORE, in consideration of the mutual promises and representations and subject to the terms and conditions herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1: DEFINITIONS

          “Accounts Receivable” has the meaning set forth in Section 2.1(b).

          “Accrued Expenses” shall mean all accrued expenses for bona fide third party expenses of Seller incurred in the Ordinary Course of Business by Seller and outstanding as of the Closing Date.

          “Affiliate” of any Person means any person directly or indirectly controlling, controlled by, or under common control with, any such Person and any officer, director or controlling person of such Person.

          “Agreement” has the meaning set forth in the preamble to this Agreement.

          “Ancillary Agreements” means the Bill of Sale, the Assumption Agreement and each agreement, document, instrument or certificate contemplated by this Agreement or to be executed by the Purchaser or any member of the Seller Group in connection with the consummation of the transactions contemplated by this Agreement, in each case only as applicable to the relevant party or parties to such Ancillary Agreement, as indicated by the context in which such term is used.

          “Assumed Contracts” has the meaning set forth in Section 2.1(d).

          “Assumed Liabilities” has the meaning set forth in Section 3.1.

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          “Assumption Agreement” has the meaning set forth in Section 5.3(a).

          “Bank Account” has the meaning set forth in Schedule A.

          “Business” has the meaning set forth in the recitals to this Agreement.

          “Claims Notice” has the meaning set forth in Section 9.2(a).

          “Closing” has the meaning set forth in Section 5.1.

          “Closing Date” has the meaning set forth in Section 5.1.

          “Closing Payment” has the meaning set forth in Section 4.1.

          “Code” means the Internal Revenue Code of 1986, as amended.

          “Consumer Contracts” means the Contracts associated with the Consumer Notes.

          “Consumer Notes” means promissory notes made by consumers for the purchase of motor vehicles that subsequent to their making have been purchased by or assigned to the Seller.

          “Contracts” has the meaning set forth in Section 6.15.

          “Copyright” means all copyrights, copyrightable works, mask work rights, rights in databases, data collections, copyright registrations and applications for copyright registration and equivalents and counterparts of the foregoing.

          “Domain Names” means all Internet electronic addresses, uniform resource locators and alphanumeric designations associated therewith and all registrations for any of the foregoing.

          “Employee Plan” or collectively, “Employee Plans” has the meaning set forth in Section 6.13(a).

          “Environment” means soil, surface waters, groundwater, land, stream sediments, surface or subsurface strata, ambient air, indoor air or indoor air quality, including, without limitation, any material or substance used in the physical structure of any building or improvement and any environmental medium.

          “Environmental Condition” means any condition of the Environment with respect to the Real Property, with respect to any property previously owned, leased or operated by Seller to the extent such condition of the Environment existed at the time of such ownership, lease or operation, or with respect to any other real property at which any Hazardous Material generated by the operation of the business of Seller prior to the Closing Date has been treated, stored or disposed of, which violates any Environmental Law, or even though not violative of any Environmental Law, nevertheless results, or could possibly result, in any Release, or Threat of Release, damage, loss, cost, expense, claim, demand, order or liability.

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          “Environmental Damages” means all claims, judgments, damages, losses, penalties, fines, liabilities (including strict liability), encumbrances, liens, costs and expenses of investigation and defense of any claim, whether or not such claim is ultimately defeated, and of any good faith settlement of judgment, of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, including without limitation reasonable attorneys’ fees and disbursements and consultants’ fees, any of which are incurred at any time as a result of the existence prior to the Closing Date of Hazardous Material upon, about, beneath the Real Property or migrating or threatening to migrate to or from the Real Property, or the existence of a violation of Environmental Laws pertaining to the Real Property.

          “Environmental Law” means any Law directly regulating the Environment or activities with respect to the Environment, or implementing or otherwise dealing with the subject matter thereof.

          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

          “Excluded Representations” has the meaning set forth in Section 9.3.

          “Expiration Date” has the meaning set forth in Section 9.3.

          “Family Affiliate” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, of any Person.

          “Financial Statements” has the meaning set forth in Section 6.18(a).

          “GAAP” means generally accepted accounting principles.

          “General Enforceability Exceptions” has the meaning set forth in Section 6.3.

          “Governmental Authority” means any government, political subdivision or regulatory body, whether federal, state, local or foreign, or any agency or instrumentality of any such government or political subdivision or regulatory authority, or any federal, state, local or foreign court or arbitrator.

          “Guarantors” means Malcolm S. Brook and Mark Waks.

          “Hazardous Material” means any pollutant, toxic substance, including asbestos and asbestos-containing materials, hazardous waste, hazardous material, hazardous substance, contaminant, petroleum or petroleum-containing materials, radiation and radioactive materials, leaded paints, toxic mold and other harmful biological agents, and polychlorinated biphenyls as defined in, the subject of, or would give rise to, liability under any Environmental Law.

          “Indebtedness” of any Person means: either (a) any liability of any Person (i) for borrowed money (including the current portion thereof), or (ii) under any reimbursement

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obligation relating to a letter of credit, bankers’ acceptance or note purchase facility, or (iii) evidenced by a bond, note, debenture or similar instrument (including a purchase money obligation), or (iv) for the payment of money relating to leases that are required to be classified as a capitalized lease obligation in accordance with GAAP, or (v) for all or any part of the deferred purchase price of property or services (other than trade payables), including any “earnout” or similar payments or non-compete payments, or (vi) under interest rate swap, hedging or similar agreements, or (b) any liability of others described in the preceding clause (a) that such Person has guaranteed, that is recourse to such Person or any of its assets or that is otherwise its legal liability or that is secured in whole or in part by the assets of such Person. For purposes of this Agreement, Indebtedness shall include (A) any and all accrued interest, success fees, prepayment premiums, make-whole premiums or penalties, and fees or expenses actually incurred (including attorneys’ fees) associated with the prepayment of any Indebtedness, (B) any and all amounts owed by the Seller to any Affiliate of Seller including, without limitation, the Shareholder and (C) any and all bonuses or incentive payments owed by the Seller to any of their employees.

          “Indemnified Party” has the meaning set forth in Section 9.2(a).

          “Indemnifying Party” has the meaning set forth in Section 9.2(a).

          “Intellectual Property” means Copyrights, Domain Names, Patents, Software, Trademarks and Trade Secrets.

          “Interim Financial Statements” has the meaning set forth in Section 6.18.

          “IRS” means the Internal Revenue Service.

          “Jurisdictions” has the meaning set forth in Section 6.8.

          “Key Man Life Insurance Policies” means the following policies on the life of Malcolm S. Brook:

Insurance Company	Policy No.	Beneficiary
Lincoln National Life	7158282	Star Financial Services
Lincoln National Life	4808907	Star Financial Services
Mutual of Omaha	BU1083418	Star Financial Services

          “Knowledge” means the actual knowledge of the Seller or the Shareholder, as the case may be, or knowledge obtained or obtainable by either of the foregoing in the exercise of reasonable diligence in the normal course of business or conduct of duties.

          “Law” means any law, statute, code, ordinance, regulation or other requirement of any Governmental Authority.

          “Leased Real Property” has the meaning set forth in Section 6.6(b).

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          “Lender” means Wells Fargo Preferred Capital, Inc. f/k/a Wells Fargo Financial Preferred Capital, Inc.

          “Liability Claim” has the meaning set forth in Section 9.2(a).

          “Lien” means any mortgage, lien, pledge, encumbrance, security interest, claim, charge, defect in title or other restriction.

          “Litigation Conditions” has the meaning set forth in Section 9.2(b).

          “Losses” has the meaning set forth in Section 9.1.

          “Material Adverse Change” means any change, event, violation, inaccuracy, circumstance, or effect that is, or could reasonably be expected to be, materially adverse to the business, assets (including intangible assets), liabilities, financial condition, results of operations or business prospects of the Seller taken as a whole.

          “Order” means any order, judgment, injunction, award, decree, ruling, charge or writ of any Governmental Authority.

          “Ordinary Course of Business” shall mean the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).

          “Owned Real Property” has the meaning set forth in Section 6.6(a).

          “Patents” means all patents, industrial and utility models, industrial designs, certificates of invention and other indicia of invention ownership issued or granted by any Governmental Authority, and all applications, provisionals, reissues, re-examinations, extensions, divisions, continuations (in whole or in part) and equivalents and counterparts of the foregoing.

          “Permit” means any environmental permit, license, approval, consent, or authorization issued by a Governmental Authority.

          “Permitted Exceptions” has the meaning set forth in Section 6.6(a).

          “Person” means any individual, sole proprietorship, partnership, corporation, limited liability company, unincorporated society or association, trust, or other entity.

          “Pre-Closing Tax Period” has the meaning set forth in Section 6.22(a).

          “Prepaid Expenses” has the meaning set forth in Section 2.1.

          “Purchase Price” means the Closing Payment and the aggregate amount of the Subordinated Notes delivered to the Subordinated Noteholders as set forth on Schedule 4.1.

          “Purchased Assets” has the meaning set forth in Section 2.1.

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          “Purchaser” has the meaning set forth in the preamble to this Agreement.

          “Purchaser’s Business” has the meaning set forth in Section 10.1.

          “Real Property” means any and all real property and interests in real property of the Seller, including the Owned Real Property and the Leased Real Property, any real property leaseholds and subleaseholds, purchase options, easements, licenses, rights to access and rights of way and any other real property otherwise owned, occupied or used by the Seller.

          “Real Property Leases” has the meaning set forth in Section 6.6(b).

          “Release” means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing, or dumping of a Hazardous Material into the Environment (including, without limitation, the abandonment or discarding of barrels, containers and other closed receptacles containing any Hazardous Materials) and any condition that results in the exposure of a Person to a Hazardous Material.

          “Retained Assets” has the meaning set forth in Section 2.2.

          “Retained Liabilities” has the meaning set forth in Section 3.2. “Returns” has the meaning set forth in Section 6.22(a) “Seller” has the meaning set forth in the preamble to this Agreement.

          “Seller Group” has the meaning set forth in the preamble to this Agreement.

          “Seller Group Loan and Security Agreement” means the Amended and Restated Loan and Security Agreement dated March 13, 2003, as further amended, between Star Financial Services, Inc. and the Lender.

          “Seller’s Confidential Information” has the meaning set forth in Section 10.1.

          “Shareholder” has the meaning set forth in the preamble to this Agreement.

          “Software” means all computer software and code, including assemblers, applets, compilers, source code, object code, development tools, design tools, user interfaces and data, in any form or format, however fixed.

          “Sublease” has the meaning set forth in Section 5.2(l).

          “Subordinated Noteholders” has the meaning set forth in Section 4.1.

          “Subordinated Notes” has the meaning set forth in Section 4.1.

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          “Tangible Personal Property” has the meaning set forth in Section 6.6(c).

          “Tax” means (a) any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, license, withholding on amounts paid to or by the Seller, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest, penalty, addition to tax or additional amount imposed by any Taxing Authority, whether disputed or not, (b) any liability of the Seller for the payment of any amounts of any of the foregoing types as a result of being a member of an affiliated, consolidated, combined or unitary group, or being a party to any agreement or arrangement whereby liability of the Seller for payment of such amounts was determined or taken into account with reference to the liability of any other entity and (c) any liability of the Seller for the payment of any amounts as a result of being a party to any Tax sharing agreements or arrangements (whether or not written) binding on the Seller or with respect to the payment of any amounts of any of the foregoing types as a result of any express or implied obligation to indemnify any other Person.

          “Taxing Authority” has the meaning set forth in Section 6.22(a).

          “Threat of Release” means a substantial likelihood of a Release that requires action to prevent or mitigate damage to the Environment that might result from such Release.

          “Trade Payables” means bona fide trade payables of Seller evidenced by invoices reflecting Indebtedness incurred through the Closing Date.

          “Trade Secrets” means all inventions, discoveries, ideas, processes, designs, models, formulae, patterns, compilations, programs, devices, methods, techniques, processes, know-how, proprietary information, customer lists, software code, technical information, data and databases, drawings and blueprints, and all other information and materials that would constitute a trade secret under applicable law.

          “Trademarks” means all trademarks, trade names, fictitious business names, service marks, certification marks, collective marks and other proprietary rights to words, names, slogans, symbols, logos, devices, sounds, other things or combination thereof used to identify, distinguish and indicate the source or origin of goods or services, and all registrations, renewals and applications for registration, equivalents and counterparts of the foregoing, and the goodwill of Seller associated with each of the foregoing.

ARTICLE 2: PURCHASE AND SALE OF ASSETS

          2.1      Assets to be Transferred. At the Closing, the Purchaser shall purchase from the Seller, and the Seller shall sell, transfer, assign, convey and deliver to the Purchaser, all of the Seller’s right, title and interest in and to all assets, rights and properties of every nature, kind and description, whether tangible or intangible, owned, leased or licensed, real, personal or mixed (collectively, the “Purchased Assets”), including, without limitation, the following:

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          (a) A     ll prepaid expenses, advance payments and other similar deposits, including, without limitation, prepaid taxes, prepaid insurance, and deposits with suppliers and utilities (“Prepaid Expenses”);

          (b)      All accounts receivable, and other claims for money due to the Seller Group, including without limitation, such receivables consisting of payments due under the Consumer Notes, but not including the Subordinated Note of Malcolm S. Brook (collectively, the “Accounts Receivable”);

          (c)      All furniture, fixtures, machinery and equipment, including, without limitation, office equipment, supplies and other tangible property;

          (d)      All rights under the Consumer Contracts (collectively, the “Assumed Contracts”);

          (e)      All Intellectual Property;

          (f)      All of Seller’s computer equipment and hardware, including without limitation all central processing units, terminals, disk drives, tape drives, electronic memory units, printers, keyboards, screens, peripherals (and other input/output devices), modems, cellular phones, digital phones, personal radios, personal data assistants, hand held computers, laptop computers, notebook computers, pagers, “Palm Pilots, Blackberries and their equivalents” and other communication controllers, and any and all parts and appurtenances thereto, used primarily in connection with the Business;

          (g)      All of Seller’s right, title and interest in and to all telephone numbers (local and toll free), cellular numbers, and wireless numbers used by Seller in connection with the Business;

          (h)      All rights, claims, and causes of action of Seller against third parties (including Seller’s predecessors in title to the Purchased Assets) in respect of the Business or the Purchased Assets, including without limitation insurance claims, unliquidated rights under manufacturers’ and vendors’ warranties, rights of recovery, set offs, and credits, including sales tax credits due from the State of California;

          (i)      All licenses, permits, franchises, certificates of authority, certificates of occupancy, safety, fire and health approvals, or any waiver of any of the foregoing, issued to the Seller by any Governmental Authority, but only to the extent transferable;

          (j)      Except for the corporate minute books and related stock records and employment records of the Seller, all business records of the Seller, including, without limitation, all books, records, ledgers, files, documents, correspondence, lists, including, without limitation, customer lists (in whatever form or medium), plats, drawings, photographs, creative materials, advertising and promotional materials, studies, reports and other materials (in whatever form or medium), owned or maintained by the Seller;

          (k)      All rights, claims, and causes of action of Seller under or pursuant to all warranties, representations, indemnifications, hold harmless provisions, and guarantees

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made by suppliers, licensors, manufacturers, contractors, and others (including Seller’s predecessors in title to the Purchased Assets) in respect of the Business or the Purchased Assets; and

          (l)      All cash on hand of Seller on the Closing Date, which amount shall be at least $13,000.

          2.2      Retained Assets. Notwithstanding anything in this Agreement to the contrary, the Seller will retain only the Key Man Life Insurance Policies (the “Retained Assets”), and the Purchaser will in no way be construed to have purchased or acquired (or to be obligated to purchase or to acquire) any interest whatsoever in any of the Retained Assets.

          2.3      Delivery of Cash. In the event Seller delivers cash to the Purchaser in an amount less than as set forth in Section 2.1(l) at Closing, then the Seller Group shall pay the Purchaser in immediately available funds such shortfall no later than thirty (30) days after the Closing Date. Such shortfall shall bear interest at eight percent (8%) per annum until paid.

ARTICLE 3: LIABILITIES

          3.1      Assumed Liabilities. At the Closing, the Purchaser shall only assume and become responsible for, and shall thereafter pay, perform and discharge as and when due the following liabilities of the Seller (collectively, the “Assumed Liabilities”): all liabilities and obligations of the Seller as of the Closing Date arising under or related to the Assumed Contracts; provided, however, the Purchaser will not assume or be responsible for any such liabilities or obligations to be performed on or prior to the date of the Closing or that arise from breaches of such Assumed Contracts or defaults under such Assumed Contracts by Seller, all of which liabilities and obligations constitute Retained Liabilities.

          3.2      Retained Liabilities.

          (a)      Seller shall retain all liabilities and obligations of Seller, other than the Assumed Liabilities, including, but not limited to obligations of Seller to pay Trade Payables and obligations of Seller to pay Accrued Expenses (such retained liabilities and obligations of Seller are hereinafter collectively called the “Retained Liabilities”).

          (b)      Without limiting the foregoing, other than the Assumed Liabilities specifically identified in Section 3.1, Purchaser shall not assume or take title to the Purchased Assets subject to, or in any way be liable or responsible for, any liabilities or obligations of Seller (whether or not referred to in any Schedule or Exhibit hereto), it being expressly acknowledged that it is the intention of the parties hereto that all liabilities and obligations that Seller have or may have in the future (whether accrued, absolute, contingent, unliquidated, or otherwise, whether or not known to Seller, and whether due or to become due), other than the Assumed Liabilities, shall be and remain the liabilities and obligations of Seller.

          (c)      Without limiting the generality of the foregoing, Purchaser shall not assume or take title to the Purchased Assets subject to, or in any way be liable or

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responsible for: (a) any liabilities and obligations of Seller relating to the Retained Assets; (b) any liability or obligation of Seller resulting from or relating to the employment relationship between Seller and any of Seller’s present or former employees engaged in connection with the ownership or operation of the Purchased Assets or the termination of any such employment relationship on or prior to the Closing Date, including without limitation severance pay and other similar benefits, if any, and any claims filed on or prior to the Closing Date or which may thereafter be filed by or on behalf of any such present or former employee relating to the employment or termination of employment of any such employee by Seller on or prior to the Closing Date, including without limitation any claim for wrongful discharge, breach of contract, unfair labor practice, employment discrimination, unemployment compensation, or workers’ compensation; (c) any liability or obligation of Seller in respect of any agreement, trust, plan, fund, or other arrangement under which benefits or employment is provided for any of Seller’s present or former employees engaged in connection with the ownership or operation of the Purchased Assets; or (d) any Tax liabilities or deficiencies, whether federal, state, or local, in each such case to the extent applicable to periods ending on or prior to the Closing Date.

          (d)      Except as set forth in Sections 8.1 and 8.3 below, Seller Group shall have no obligation to incur any expense or liability on and after the Closing Date for, or on behalf of, the Purchaser.

ARTICLE 4: PURCHASE PRICE

          4.1      Purchase Price. In consideration for the Purchased Assets, (i) the Purchaser shall pay the Assumed Liabilities when and as due on and after the Closing in the Ordinary Course of Business, (ii) the Purchaser shall pay or cause to be paid for the benefit of the Seller at Closing in immediately available funds an amount sufficient to repay the Indebtedness of the Seller to the Lender under the Seller Group Loan and Security Agreement (the “Closing Payment”), which Closing Payment shall be paid directly to the Lender, and (iii) the Purchaser shall deliver promissory notes in the forms attached as Exhibit A and Exhibit B hereto (collectively, the “Subordinated Notes”) to the Persons set forth on Schedule 4.1 (collectively, the “Subordinated Noteholders”) and in the amounts set forth on Schedule 4.1.

          4.2      Allocation of Purchase Price. The Purchase Price shall be allocated among the Purchased Assets in accordance with their fair market values as set forth on Schedule 4.2 attached hereto. Each of the parties hereto shall report the purchase and sale of the Purchased Assets in accordance with the allocations set forth on Schedule 4.2 for all Tax purposes.

ARTICLE 5: CLOSING AND DELIVERIES

          5.1      Closing. The closing of the transactions contemplated in this Agreement (the “Closing”) shall take place on June 15, 2009, or such other date as the parties hereto may mutually determine (the date that the Closing takes place is referred to herein as the “Closing Date”).

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          5.2      Deliveries by the Seller Group. At the Closing, the Seller Group shall deliver to the Purchaser the following items:

          (a)      possession of the Purchased Assets;

          (b)      a reasonably current certificate of good standing of Seller issued by the Secretary of State of the state of incorporation of Seller;

          (c)      copies of resolutions of the Board of Directors and shareholders of Seller approving the execution and delivery of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, certified by an officer of Seller;

          (d)      a copy of the Bill of Sale, in the form of Exhibit C attached hereto, duly executed by the Seller;

          (e)      all warranties of all machinery and equipment, and all guarantees from all manufacturers and suppliers relating to any of the Purchased Assets;

          (f)      all contracts, files and other data and documents relating to the Purchased Assets;

          (g)      appropriate termination statements under the Uniform Commercial Code and other instruments as may be requested by the Purchaser to extinguish all Indebtedness of the Seller and all security interests related thereto to the extent directed by the Purchaser;

          (h)      copies of the promissory notes of the Seller made to Mark Waks and each of the Subordinated Noteholders marked “cancelled”;

          (i)      a check in the amount of $150,000 payable to the Purchaser in consideration for the Retained Assets;

          (j)      copies of executed consents identified on Schedule 6.4;

          (k)      a copy of the Sublease Agreement, in the form of Exhibit D attached hereto, duly executed by the Seller (the “Sublease”); and

          (l)      such other documents and instruments as the Purchaser may reasonably request to consummate the transactions contemplated hereby.

          5.3      Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver to the Seller the following items:

          (a)      An assumption agreement in the form of Exhibit E attached hereto, executed by the Purchaser (the “Assumption Agreement”);

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          (b)      the Closing Payment;

          (c)      Subordinated Notes to each of the Subordinated Noteholders in the amounts set forth on Schedule 4.1;

          (d)      releases from the Lender of the Guarantors of their guarantees to the Lender of the payments due under the Seller Group Loan and Security Agreement;

          (e)      $97,000 to Mark Waks in consideration for the cancellation of his promissory note made by the Seller;

          (f)      the Sublease, duly executed by the Purchaser;

          (g)      copies of resolutions of the Board of Directors of the Purchaser approving the execution and delivery of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, certified by an officer of the Purchaser; and

          (h)      such other documents and instruments as the Seller may reasonably request to consummate the transactions contemplated hereby.

ARTICLE 6: REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP

          Each member of the Seller Group, jointly and severally, hereby represents and warrants to the Purchaser, except as set forth in the Schedules to this Agreement, that the following representations and warranties are true and correct, as of the date hereof, and will be, as of the Closing Date, true and correct, except as set forth on the Schedules attached hereto and made a part hereof:

          6.1      Existence and Good Standing. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its incorporation and is duly qualified to do business as a foreign corporation and is in good standing in the jurisdictions set forth on Schedule 6.1. Seller is not qualified to do business in any jurisdiction other than as set forth on Schedule 6.1, and neither the nature of the business conducted by Seller, nor the property that Seller owns, leases or operates requires Seller to qualify to do business as a foreign corporation in any other jurisdiction. Other than as set forth on Schedule 6.1, Seller does not hold, nor has a right to acquire, an equity interest in any other Person. The Shareholder owns, together with Maria Oronoz, directly or indirectly, all of the equity interests of Seller.

          6.2      Power. Seller has the requisite corporate power and authority to (a) own, operate and lease its properties and assets as and where currently owned, operated and leased, and (b) carry on its business as currently conducted. Each member of the Seller Group has the requisite power and authority to execute, deliver and perform fully his, her or its respective obligations under this Agreement and the Ancillary Agreements.

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          6.3      Validity and Enforceability. This Agreement and each of the Ancillary Agreements have been duly and validly executed and delivered to the Purchaser by the Seller Group. The execution, delivery and performance of this Agreement and each of the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary action on the part of each member of the Seller Group, as applicable, and constitute the valid and legally binding obligations of each of the members of the Seller Group, enforceable against each member of the Seller Group in accordance with their respective terms, except as may be limited by (a) applicable bankruptcy, reorganization, insolvency, moratorium, liquidation, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights generally from time to time in effect and (b) the availability of equitable remedies (regardless of whether enforceability is considered in a proceeding at Law or in equity) (collectively, the “General Enforceability Exceptions”).

          6.4      No Conflict. Neither the execution of this Agreement or the Ancillary Agreements, nor the performance by any member of the Seller Group of his, her or its obligations hereunder or thereunder will (a) violate or conflict with Seller’s Articles of Incorporation, Bylaws or other organizational or governing document, as applicable, or any Law or Order, (b) violate, conflict with or result in a breach or termination of, or otherwise give any Person additional rights or compensation under, or the right to terminate or accelerate, or constitute (with notice or lapse of time, or both) a default under the terms of any Contract, to which any member of the Seller Group is a party or by which any of the Purchased Assets are bound or (c) result in the creation or imposition of any Lien with respect to, or otherwise have an adverse effect upon, any of the Purchased Assets. Seller has provided Purchaser with true, correct and complete copies of Seller’s Articles of Incorporation and Bylaws.

          6.5      Consents. Except for the consent of Lender and as set forth on Schedule 6.5, no consent, approval or authorization of any Person, including any Governmental Authority, is required to be made or obtained by the Seller in connection with the execution and delivery by any member of the Seller Group of this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby.

          6.6      Property.

          (a)      Title. Seller has good and marketable title to, or valid and enforceable leasehold interests in, all of the Purchased Assets, in each case free and clear of all Liens other than Liens of Lender, and Liens for current taxes, assessments, fees and other charges by Governmental Authorities which are not due and payable (collectively, the “Permitted Exceptions”). Other than the Permitted Exceptions, Seller has good and marketable indefeasible fee simple title to the real property, together with all of the improvements thereon, to those properties set forth on Schedule 6.6(a) (the “Owned Real Property”).

          (b)      Real Property Leases. Schedule 6.6(b) sets forth a true and complete description of all real property leased, licensed to or otherwise used or occupied (but not owned) by the Seller (collectively, the “Leased Real Property”) including the address thereof, the annual fixed rental, the expiration of the term, any extension options and any

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security deposits. A true and correct copy of each such lease, license or occupancy agreement, and any amendments thereto, with respect to the Leased Real Property (collectively, the “Real Property Leases”) has been delivered to the Purchaser, and no changes have been made to any Real Property Leases since the date of delivery. All of the Leased Real Property is used or occupied by the Seller pursuant to a Real Property Lease. Each Real Property Lease is in full force and effect and is valid, binding and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other similar Laws and principles of equity affecting creditors’ rights and remedies generally. Expect as set forth on Schedule 6.6(b), there are no existing defaults by the Seller or the lessor under any of the Real Property Leases, and no event has occurred which (with notice, lapse of time or both) could reasonably be expected to constitute a breach or default under any of the Real Property Leases by any party or give any party the right to terminate, accelerate or modify any Real Property Lease.

          (c)      Tangible Personal Property. Schedule 6.6(c) sets forth a true and complete list, by category, of all equipment, machinery and other similar tangible personal property, with an estimated individual original cost of $5,000 or more, that is owned or leased by Seller (the “Tangible Personal Property”). Seller is in possession of all the Tangible Personal Property.

          6.7      Necessary Property and Condition of Property. Seller is the only entity through which the Business is conducted, and no member of the Seller Group or any of their respective Affiliates owns, leases or uses any assets related to the Business, other than the Purchased Assets. The Purchased Assets are in good condition and repair (subject to normal wear and tear consistent with the age of the Purchased Assets) and are sufficient for the operation of the Seller’s Business as currently conducted and presently proposed to be conducted. All of the Purchased Assets have been maintained, repaired and replaced consistent with past practice in a manner which is appropriate for the continued operation of the Business.

          6.8      Unclaimed Funds. (i) Seller does not have any liabilities, at or as of the Closing Date, under the unclaimed funds or unclaimed property laws of any jurisdiction in which Seller transacts business (“Jurisdictions”), except liabilities reflected on the Financial Statements or the Interim Financial Statements, (ii) Seller has timely and properly reported and surrendered all unclaimed funds and unclaimed property to the states in the Jurisdictions in accordance with the laws of such Jurisdictions, and (iii) Seller has complied with, is not in violation of or delinquent in any respect to, the unclaimed funds or unclaimed property laws of the Jurisdictions and have not paid, received notice of or otherwise been subjected to any civil or criminal penalties, including, without limitation, any fines, interest payments or other penalties, under such laws.

          6.9      Litigation. There is no instance in which Sellers, in connection with the operation of the Business or the Purchased Assets, is or has been within the three-year period prior to the date of this Agreement (a) subject to any unsatisfied Order or (b) a party, or, are threatened to be made a party, to any complaint, action, suit, proceeding, hearing or investigation of any Person or Governmental Authority. No event has occurred or circumstances exist that could give rise to or serve as a basis for the commencement of any complaint, action, suit,

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proceeding, hearing or investigation of any Person or Governmental Authority. There are no judicial or administrative actions, proceedings or investigations pending or, to Seller’s Knowledge, threatened that question the validity of this Agreement, the Ancillary Agreements or any of the transactions contemplated hereby or thereby.

          6.10      Compliance with Laws. Seller is now, and has been within the past three years, in compliance with all Laws and Orders applicable to the Purchased Assets and the Business, including without limitation, those respecting (a) labor and employment Laws, standards and practices (including, without limitation, all payroll and payroll withholding practices associated therewith), (b) zoning applicable to the operation of the Business on the Leased Real Property, (c) Intellectual Property and (d) Environmental Laws. No member of the Seller Group has Knowledge of any proposed Law or Order that would be applicable to the Purchased Assets or the Business and that would result in a Material Adverse Change to the Purchased Assets or the Business.

          6.11      Conduct of Business. Since December 31, 2008, Seller’s Business has been conducted in the Ordinary Course of Business and the Purchased Assets are in substantially the same condition as such assets were on such date, normal wear and tear excepted. Without limiting the generality of the foregoing, since December 31, 2008, Seller has not:

          (a)      borrowed any amount or incurred or become subject to any liability except (i) current liabilities incurred in the Ordinary Course of Business, (ii) liabilities under Contracts entered into in the Ordinary Course of Business and (iii) borrowings under lines of credit existing on such date;

          (b)      mortgaged, pledged or subjected to any Lien, any of the Purchased Assets, except Permitted Exceptions and except to the Lender;

          (c)      sold, assigned, licensed, leased or transferred (including, without limitation, transfers to any employees, Seller Group or any of their Affiliates) any Purchased Assets except in the Ordinary Course of Business, or canceled any debts or claims;

          (d)      waived any rights of value or suffered any losses except in the Ordinary Course of Business;

          (e)      taken any other action or entered into any other transaction (including any transactions with employees, Seller Group or any of their Affiliates) other than in the Ordinary Course of Business or other than the transactions contemplated by this Agreement and the Ancillary Agreements;

          (f)      suffered any theft, damage, destruction or material loss of or to any Purchased Assets;

          (g)      (i) increased the salary, wages or other compensation rates of any officer, employee, director or consultant of Seller except in the Ordinary Course of Business (ii)

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failed to pay profit-sharing bonuses and any other regularly-paid bonuses to any officer, employee, director or consultant in a manner that is not consistent with the Ordinary Course of Business, (iii) made or granted any increase in any Employee Plan, or amended or terminated any existing Employee Plan, or adopted any new Employee Plan or made any commitment or (iv) incurred any liability to any labor organization;

          (h)      made any capital expenditures or commitments therefor;

          (i)      made any change in accounting or Tax principles, practices or policies from those utilized in the preparation of the Financial Statements;

          (j)      made any write-off or write-down of or made any determination to write-off or write-down any of the assets and properties of Seller, except in the Ordinary Course of Business;

          (k)      made any change in the general pricing practices or policies or any change in the credit or allowance practices or policies;

          (l)      entered into any amendment, modification, termination (partial or complete) or granted any waiver under or given any consent with respect to any Contract that is required to be disclosed in the Schedules to this Agreement; or

          (m)      commenced or terminated any line of business.

          6.12      Labor Matters.

          (a)      Union and Employee Contracts. (i) Seller is not a party to or bound by any union contract, collective bargaining agreement, employment contract, independent contractor agreement, consultation agreement or other similar type of contract, (ii) Seller has not agreed to recognize any union or other collective bargaining unit and (iii) no union or collective bargaining unit has been certified as representing the employees of Seller and no organizational attempt has been made or threatened by or on behalf of any labor union or collective bargaining unit with respect to any employees of Seller employed in connection with the Business. With respect to its Business, Seller has not experienced any labor strike, dispute, slowdown or stoppage or any other labor difficulty during the past five years.

          (b)      List of Employees, Etc. Schedule 6.12(b) sets forth a list of the employees, consultants and independent contractors of Seller, their positions, their dates of hire, whether their status is active or inactive (and if inactive, the reason that they are inactive and their expected return to work date), their work status (full-time, part-time, temporary, casual, etc.), the rate of all regular and special compensation payable to each such person in any and all capacities and any regular or special compensation that will be payable to each such person in any and all capacities as of the Closing Date other than the then current accrual of regular payroll compensation. No member of the Seller Group

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has any Knowledge that any of the employees with respect to the Seller’s business intends to terminate their employment relationship with Seller.

          (c)      Labor and Employee Laws. Except as set forth in Schedule 6.12(c), there are no audits, complaints, claims or charges pending, outstanding, or to Seller’s Knowledge, anticipated or threatened, nor are there any orders, decisions, directions or convictions currently registered or outstanding by any Governmental Authority against or in respect of Seller under any Laws, and without limiting the generality of the foregoing, there are no outstanding, pending or threatened charges or complaints against Seller relating to unfair labor practices or discrimination or under any legislation relating to employees, labor or labor relations. Seller has paid in full all amounts owing under applicable workers compensation legislation, and the workers’ compensation claims experience of Seller would not permit a penalty reassessment under such legislation. There are no charges or orders requiring Seller to comply outstanding under applicable occupational health and safety legislation.

          6.13      Employee Benefit Plans.

          (a)      Schedule 6.13(a) sets forth a complete list of (i) all “employee benefit plans,” as defined in Section 3(3) of ERISA, (ii) all other severance pay, salary continuation, bonus, incentive, stock option, retirement, pension, profit sharing or deferred compensation plans, contracts, programs, funds, or arrangements of any kind, and (iii) all other employee benefit plans, contracts, programs, funds or arrangements (whether written or oral, qualified or nonqualified, funded or unfunded, foreign or domestic, currently effective or terminated) and any trust, escrow or similar agreement related thereto, whether or not funded, in respect of any present or former employees, directors, officers, shareholders, consultants or independent contractors of Seller or with respect to which Seller has made or is required to make payments, transfers or contributions in respect of any present or former employees, directors, officers, shareholders, consultants or independent contractors of Seller (all of the above being hereinafter individually or collectively referred to as “Employee Plan” or “Employee Plans,” respectively). Seller has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Employee Plans.

          (b)      True and complete copies of the following materials have been delivered to the Purchaser: (i) all current and prior plan documents for each Employee Plan and amendments thereto or, in the case of an unwritten Employee Plan, a written description thereof, (ii) all determination letters from the IRS with respect to any of the Employee Plans, including if any Employee Plan relies on an opinion letter issued by the IRS to the prototype or master plan sponsor, a copy of that IRS opinion letter, (iii) all current and prior summary plan descriptions, summaries of material modifications, annual reports and summary annual reports or, if any of these is not required, a written statement to that effect including the reason, (iv) all current and prior trust agreements, insurance contracts and other documents relating to the funding or payment of benefits under any Employee Plan, (v) the most recent and two years prior actuarial reports and financial statements relating to any Employee Plan and (vi) any other documents, forms or other instruments

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relating to any Employee Plan, the delivery of which to the Purchaser would not violate applicable Law.

          (c)      Each Employee Plan has been maintained, operated and administered in compliance with its terms and any related documents or agreements and in compliance with all applicable Laws.

          (d)     There is no pending or, to Seller’s Knowledge, threatened assessment, complaint, proceeding or investigation of any kind in any court or before any Governmental Authority with respect to any Employee Plan (other than routine claims for benefits), nor is there any basis for one.

          (e)      All (i) insurance premiums required to be paid with respect to, (ii) benefits, expenses and other amounts due and payable under and (iii) contributions, transfers or payments required to be made to, any Employee Plan prior to the Closing Date have been paid, made or accrued on or before the Closing Date.

          (f)      Seller has not agreed, promised or committed to institute any plan, program, arrangement or agreement for the benefit of employees or former employees of Seller other than the Employee Plans, or to make any amendments to, or increase benefits under, any of the Employee Plans.

          6.14      Environmental. Except as set forth on Schedule 6.14:

          (a)      To the Seller’s Knowledge, Seller has not been in violation of any Environmental Law, engaged in or permitted any operations or activities upon, or any use or occupancy of the Real Property, or any portion thereof, for the purpose of or in any way involving the handling, manufacture, treatment, storage, use, generation, release, discharge, refining, dumping or disposal of any Hazardous Materials (whether legal or illegal, accidental or intentional) on, under, in or about the Real Property, or transported any Hazardous Materials to, from or across the Real Property, nor are any Hazardous Materials presently constructed, deposited, stored or otherwise located on, under, in or about the Real Property.

          (b)      To the Seller’s Knowledge, neither the Seller nor the Shareholder have received written notice or other communication concerning any alleged violation of Environmental Law, whether or not corrected to the satisfaction of the appropriate authority, nor notice or other communication concerning alleged liability for Environmental Damages in connection with the Real Property and there exists no writ, injunction, decree, order or judgment outstanding, nor any lawsuit, claim, proceeding, citation, directive, summons or investigation, pending or threatened, relating to the ownership, use, maintenance or operation of the Real Property by any person, or from alleged violation of Environmental Laws, or from the suspected presence of Hazardous Material on the Real Property.

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          (c)      If either the Seller or the Shareholder shall become aware of or receive written notice or other communication concerning any actual, alleged, suspected or threatened violation of Environmental Law, or liability of the Seller for Environmental Damages in connection with the Real Property or past or present activities of any person thereon, including but not limited to notice or other communication concerning any actual or threatened investigation, inquiry, lawsuit, claim, citation, directive, summons, proceedings, complaint, notice, order, writ, or injunction, relating to same, then they shall deliver to the Purchaser, within fifteen (15) days of the receipt of such notice or communication by such party, a written description of said violation, liability, or actual or threatened event or condition, together with copies of any documents evidencing same. Receipt of such notice shall not be deemed to create any obligation on the part of the Purchaser to defend or otherwise respond to any such notification.

          6.15      Contracts. Schedule 6.15 sets forth all of the contracts including, without limitation, any contract, agreement, lease, instrument, guarantee, bid, order or proposal to which Seller is a party or to which any of the Purchased Assets are bound (the “Contracts”). Seller has provided to the Purchaser true, correct and complete copies of each such Contract, as amended to date. Each Contract listed on Schedule 6.15 (or required to be listed on Schedule 6.15) is a valid, binding and enforceable obligation of Seller, enforceable in accordance with its terms except as may be limited by the General Enforceability Exceptions. With respect to the Contracts set forth on Schedule 6.15 (or required to be listed on Schedule 6.15): (a) Seller is not, nor any other party thereto is in default under or in violation of any Contract; (b) no event has occurred which (with notice or lapse of time, or both) would constitute such a default or violation by Seller or any other party to any Contract; and (c) Seller has not released any of its rights under any Contract.

          6.16      Licenses and Permits. Schedule 6.16 sets forth a true and complete list and description of all licenses, permits and other authorizations of any Governmental Authority held by Seller and used by Seller in the conduct of the Business. Seller is in compliance with the terms of such licenses, permits and authorizations and there is no pending or, to Seller’s Knowledge, threatened, termination, expiration or revocation thereof. Except for the licenses, permits and authorizations set forth and described in Schedule 6.16, there are no licenses, permits or other authorizations, whether written or oral, necessary or required for the conduct of the Business or for their ownership or use of any of the Purchased Assets.

          6.17      Intellectual Property.

          (a)      Seller does not own any Intellectual Property. Schedule 6.17(a) sets forth all Software used (but not owned) by Seller. All fees associated with maintaining any Intellectual Property required to have been set forth on Schedule 6.17(a) have been paid in full in a timely manner to the proper Governmental Authority. Except as set forth on Schedule 6.17(a), all of the Intellectual Property listed thereon and owned by Seller are registered, valid and enforceable.

          (b)      To Seller’s Knowledge, Seller does not infringe or otherwise violate and has not infringed or otherwise violated any Intellectual Property right of any other

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Person. None of the Intellectual Property owned by Seller or exclusively licensed to them is being infringed or otherwise violated by any other Person.

          (c)      To Seller’s Knowledge, no claim, demand, complaint, action, suit, proceeding, hearing or investigation has been made or threatened, nor is there any claim, demand, complaint, action, suit, proceeding, hearing or investigation that is pending or, to its Knowledge, is threatened, that (i) challenges the rights of Seller in respect of any Intellectual Property, (ii) asserts that the operation of the business of the Seller is, was or will be infringing or otherwise in violation of any Intellectual Property, or is (except as set forth in a Contract listed on Schedule 6.15) required to pay any royalty, license fee, charge or other amount with regard to any Intellectual Property or (iii) claims that any default exists under any agreement or arrangement set forth or required to be set forth on Schedule 6.15.

          6.18      Financial Statements.

          (a)      Schedule 6.18 sets forth true and complete copies of (i) the audited balance sheets of Seller as of December 31, 2007 and 2006 and the related audited statements of income and shareholders’ equity for the years then ended and the unaudited balance sheet of Seller as of December 31, 2008 and the related unaudited statements of income and shareholders’ equity for the year then ended, together with the notes thereto, and the other financial information included therewith (collectively, the “Financial Statements”), and (ii) the unaudited balance sheet as of April 30, 2009 and the related statements of income for the four (4) month period then ended (collectively the “Interim Financial Statements”).

          (b)      The Financial Statements present fairly, in all material respects, the financial position, results of operations of Seller at the dates and for the time periods indicated, and have been prepared by the management of Seller in a manner consistent with Seller’s historic accounting practices, consistently applied throughout the periods indicated. The Interim Financial Statements present fairly in all material respects the financial position, results of operations and shareholders’ equity of Seller at the date and for the period indicated and have been prepared in a manner consistent with Seller’s historic accounting practices. The Financial Statements and the Interim Financial Statements were derived from the books and records of Seller.

          6.19      Undisclosed Liabilities. Except as reflected in the Interim Financial Statements or as set forth on Schedule 6.19, Seller has no liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due, whether known or unknown, regardless of when asserted) arising out of transactions or events entered into prior to the Closing Date, or any action or inaction, or any state of facts existing, with respect to or based upon transactions or events occurring prior to the Closing Date hereof, except liabilities which have arisen after the date of the Interim Financial Statements in the Ordinary Course of Business.

          6.20      Accounts Receivable. All Accounts Receivable of Seller represent sales actually made in the Ordinary Course of Business or valid claims as to which full performance has been

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rendered by Seller. All of the Accounts Receivable of Seller are, in the aggregate, collectible in full, in the Ordinary Course of Business. No counter claims, defenses or offsetting claims with respect to the Accounts Receivable of Seller are pending or, or to Seller’s Knowledge, threatened.

          6.21      Indebtedness. Schedule 6.21 sets forth a true, correct and complete list of the individual components (indicating the amount and the Person to whom such Indebtedness is owed) of all the Indebtedness outstanding with respect to Seller as of the Closing Date.

          6.22      Taxes.

          (a)      All Tax returns, statements, reports and forms (including estimated tax or information returns and reports) required to be filed with any Governmental Authority responsible for the imposition of any Tax (a “Taxing Authority”) with respect to any Tax period (or portion thereof) ending on or before the date of this Agreement (a “Pre-Closing Tax Period”) by or on behalf of Seller (collectively, the “Returns”) have, to the extent required to be filed on or before the date of this Agreement, been filed when due in accordance with all applicable Laws.

          (b)      The Returns (i) correctly reflect in all material respects the facts regarding the income, business, assets, operations, activities and status of Seller as reported therein, (ii) were correct and complete in all material respects and (iii) have been prepared in accordance with all applicable Laws. Seller is not a beneficiary of any extension of time within which to file any Return.

          (c)      To the Knowledge of Mark Waks, the Returns have never been audited by any Taxing Authority.

          (d)      Seller does not have any Tax liabilities (whether due or to become due) with respect to the income, property and operations of Seller that relate to any Pre-Closing Tax Period, except for Tax liabilities reflected in the Interim Financial Statements or that have arisen after the date of the Interim Financial Statements in the Ordinary Course of Business.

          (e)      All Taxes owed by Seller (whether or not shown as due and payable on the Returns that have been filed) have been timely paid, or withheld and remitted to the appropriate Taxing Authority.

          (f)      Seller has collected and remitted all Taxes collectible or remittable, as applicable, by it on or before the Closing Date.

          (g)      Seller has not nor any member of any affiliated, consolidated, combined or unitary group of which any Seller is or has been a member has granted any extension or waiver of the statute of limitations period applicable to any Return, which period (after giving effect to such extension or waiver) has not yet expired.

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          (h)      There is no action, suit, proceeding, claim, audit or investigation now pending of which any member of the Seller Group is aware or any action, suit, proceeding, claim, audit or investigation to Seller’s Knowledge threatened against or with respect to Seller in respect of any Tax.

          (i)      There are no Liens for Taxes upon the Purchased Assets, except liens for current Taxes not yet due.

          (j)      Seller has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party.

          6.23      Insurance. Seller’s insurance policies are in full force and effect. Seller is not in default under any of them, all policies are paid in full and no premiums are due prior to June 30, 2009. The insurance policies for Seller are in amounts providing reasonably adequate coverage against all risks customarily insured against by companies and subsidiaries in similar lines of business as Seller. The current limits of liability of all insurance policies of Seller have not been exhausted and/or are not impaired. No notice of cancellation or termination or nonrenewal has been received with respect to any such policy which has not been cured.

          6.24      Brokers. Except that GVC Financial Services LLC has performed crisis management consulting services for Seller, no Person has acted directly or indirectly as a broker, finder or financial advisor for any member of the Seller Group in connection with the negotiations relating to the transactions contemplated by this Agreement, and no Person is entitled to any fee or commission or like payment in respect thereof based in any way on any agreement, arrangement or understanding made by or on behalf of any member of the Seller Group.

          6.25      Disclosure. Seller Group has not withheld from the Purchaser any material facts relating to the assets, properties, liabilities, business operations, financial condition, results of operations or prospects of its Business. Neither this Agreement (including the Exhibits and Schedules hereto) or the Ancillary Agreements nor any other agreement, document, certificate or written statement furnished to the Purchaser by or on behalf of Seller Group in connection with this Agreement, the Ancillary Agreements or the transactions contemplated by hereunder or thereunder contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading.

ARTICLE 7: REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

          The Purchaser hereby represents and warrants to the Seller Group as follows:

          7.1      Existence and Good Standing. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida.

          7.2      Power. The Purchaser has the requisite power and authority to execute, deliver and perform fully its obligations under this Agreement and the Ancillary Agreements.

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          7.3      Validity and Enforceability. This Agreement and each of the Ancillary Agreements have been duly and validly executed and delivered to the Seller Group by the Purchaser. The execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of the Purchaser and constitute the valid and legally binding obligations of the Purchaser enforceable against the Purchaser in accordance with their terms, except as may be limited by the General Enforceability Exceptions.

          7.4      No Conflict. Neither the execution of this Agreement or the Ancillary Agreements, nor the performance by the Purchaser of its obligations hereunder or thereunder will violate or conflict with the Purchaser’s Articles of Incorporation or Bylaws or any Law or Order.

          7.5      Consents. No consent, approval or authorization of any third party or Governmental Authority is required in connection with the execution and delivery by the Purchaser of this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby.

          7.6      Brokers. No Person has acted directly or indirectly as a broker, finder or financial advisor for the Purchaser in connection with the negotiations relating to the transactions contemplated by this Agreement, and no Person is entitled to any fee or commission or like payment in respect thereof based in any way on any agreement, arrangement or understanding made by or on behalf of the Purchaser, provided, however, that GVC Financial Services LLC has acted as a financial advisor for the Purchaser in connection with its financing transaction with the Lender and will be entitled to a fee in respect thereof.

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ARTICLE 8: ADDITIONAL AGREEMENTS

          8.1      Employee Matters. Until it receives one or more notices from the Purchaser as set forth below, the Seller will continue to employ its employees that are employees on the Closing Date after the Closing Date. Seller hereby agrees to make such employees available to the Purchaser on a full time basis to provide the same services to the Purchaser to enable it to operate the Business after the Closing Date that they provided to the Seller prior to the Closing Date. The Purchaser shall pay the Seller bi-weekly for the use of such employees all of the compensation and associated costs, including, but not limited to, wages or payroll, workers compensation, and health care benefits, that they were entitled to prior to the Closing Date and Seller agrees to promptly pay such compensation to its employees upon receipt. Seller shall comply with all Tax withholding obligations with respect to such employees on a timely basis. The Purchaser shall provide the Seller with five (5) days written notice that it no longer requires the services of one or all such employees and its obligation to pay the fees above shall end on the fifth day after such notice is provided or shall be reduced accordingly if less than all of the employees are no longer needed. Purchaser shall use its best efforts to allow for Seller to terminate its employees within 14 days of the Closing Date, and, in any event, Seller shall have the right to terminate its employees by not later than 30 days after the Closing Date. Nothing in this Agreement shall be construed as a commitment or obligation of the Purchaser to offer employment, or otherwise continue the employment of, any of the employees.

          8.2      Nonassignable Contracts. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, convey, assign, sublease or transfer any Purchased Assets if any attempted sale, conveyance, assignment, sublease or transfer of such assets, without the consent of another Person to such transfer, would constitute a breach by Seller or the Purchaser with respect to such Purchased Asset. In the event that any required consent is not obtained on or prior to the date of this Agreement, Seller will use their best efforts to (i) provide to the Purchaser the benefits of the applicable Assumed Contract, (ii) cooperate in any reasonable and lawful arrangement designed to provide such benefits to the Purchaser and (iii) enforce at the request of the Purchaser and for the account of the Purchaser any rights of Seller arising from any such Assumed Contract (including the right to elect to terminate such Assumed Contract in accordance with the terms thereof upon the request of the Purchaser).

          8.3      Service Contracts. Until it receives one or more notices from the Purchaser as set forth below, the Seller shall continue to keep in place after the Closing Date the Contracts set forth on Schedule 8.3 and make all such payments required thereunder on a timely basis. The Seller shall make available to the Purchaser the use of all of the assets and services covered by such Contracts and the Purchaser shall pay the Seller on a timely basis all of the amounts required for the Seller to make the payments required under such Contracts and all other costs incurred by Seller to maintain the integrity of the portfolio of Consumer Notes, including, but not limited to, costs associated with repossession of vehicles. The Purchaser upon five (5) days written notice may terminate its right to have the benefit of one or more of such Contracts and thereafter cease making any payments to the Seller with respect thereto. In the event that the Purchaser sells the entire portfolio of Consumer Notes after the Closing Date, the Seller agrees to either assign all of its rights with respect to the Contracts set forth on Schedule 8.3 to the extent

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that the purchaser of the Consumer Notes desires to assume such Contracts or to make the benefits of such Contracts available to the purchaser on the same basis provided to the Purchaser in this Section 8.3. Purchaser agrees to use its best efforts to consummate a sale of the portfolio of Consumer Notes within 14 days of the Closing Date, and, in any event, Seller shall have the right to terminate all commitments and obligations set forth in this Section 8.3 by the 30^th day following the Closing Date.

          8.4      Sales Tax Credits. Seller shall pay to the Purchaser all sales tax credits it receives from the State of California after the Closing Date no later than ten (10) days after its receipts of such funds. Any such amount received by the Seller but not timely paid to the Purchaser shall bear interest at eight percent (8%) per annum until paid.

          8.5      Charge-Offs and Sale of Consumer Notes. So long as the Purchaser holds any of the Consumer Notes, the Purchaser shall be entitled to review the collectability of the Consumer Notes on a quarterly basis beginning with the quarter ending October 31, 2009, and determine whether, pursuant to the Purchaser’s normal charge-off policy as described in Schedule 8.5, it should charge off in whole or in part any of the Consumer Notes. In addition, the Purchaser may sell some or all of the Consumer Notes after the Closing Date to one or more buyers at a discount to the remaining balance due under such Consumer Notes. In the event that the Purchaser charges off any amount due under a Consumer Note in accordance with this Section 8.5 or in the event that it sells one or more of the Consumer Notes at a discount to the remaining balance due under such Consumer Notes, then the Purchaser shall be entitled to offset the amount of such charge-offs and discounts against any amount owed to Malcolm S. Brook under the terms of the Subordinated Note delivered to him at the Closing, with such offset being applied against next payment or payments due thereunder; provided however, that such charge-offs and discounts shall not exceed $1,213,762.76 in the aggregate; and provided further, that Malcolm S. Brook shall be entitled to a credit against any such offset for (a) the sales tax credits that the Purchaser receives as described in Section 8.4, and (b) amounts ultimately recovered or received by Purchaser under Consumer Notes which were previously charged off pursuant to this Section 8.5. The Purchaser shall deliver written notice to Malcolm S. Brook of any charge-offs and sales of Consumer Notes at a discount no later than ninety (90) days after the end of the quarter in which the same occur. Notwithstanding the provisions contained in Article IX, the indemnification obligations of the members of the Seller Group under Article IX shall not apply to amounts charged off with respect to the Consumer Notes or discounts on the sale of Consumer Notes as such matters are to be governed solely by the provisions of this Section 8.5.

ARTICLE 9: REMEDIES

          9.1      General Indemnification Obligation. Each member of the Seller Group shall, jointly and severally, indemnify and hold harmless the Purchaser and its officers, directors, employees, agents and Affiliates from and against any and all losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, taxes, costs, fees, expenses (including, but not limited to, reasonable attorneys’ fees) and disbursements (collectively, the “Losses”) actually sustained by any of such Persons based upon, arising out of or otherwise in respect of (a) any inaccuracies in any representation or warranty, or any breach of any covenant or agreement of any member of the Seller Group contained in this Agreement (including any Schedule or Exhibit

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attached hereto) or any Ancillary Agreement, (b) any of the Retained Liabilities, including, but not limited to, any liability, claim, obligation or proceeding of any nature whatsoever relating to or arising out of the operations and business of the Seller or the Purchased Assets and/or any action or failure to act on the part of the Seller or Shareholder prior to the Closing Date, and (c) any actions taken with respect to the Bank Account by the Seller on and after the Closing Date without written authorization from the Purchaser. The Purchaser shall indemnify and hold harmless the Seller Group and its respective officers, directors, employees, agents and Affiliates from and against any and all Losses actually sustained by any of such Persons resulting from (a) any inaccuracies in any representation or warranty, or any breach of any covenant or agreement of the Purchaser contained in this Agreement (including any Schedule or Exhibit attached hereto) or any Ancillary Agreement, (b) any of the Assumed Liabilities, (c) use of the Purchased Assets on and after the Closing Date, and (d) except as set forth in the Seller Group’s indemnification obligation set forth above, the use and control of the Bank Account by the Purchaser on and after the Closing Date .

          9.2      Notice and Opportunity to Defend.

          (a)      Notice of Asserted Liability. As soon as is reasonably practicable after the Seller Group, on the one hand, or the Purchaser, on the other hand, becomes aware of any claim that may result in a Loss, but for which it or they are entitled to indemnification under Section 9.1 hereof (a “Liability Claim”), such party (the “Indemnified Party”) shall give notice thereof (a “Claims Notice”) to the other party (the “Indemnifying Party”). A Claims Notice shall describe the Liability Claim in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnified Party. No delay in or failure to give a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 9.2(a) shall adversely affect any of the other rights or remedies which the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that such delay or failure has not materially prejudiced the Indemnifying Party.

          (b)      Opportunity to Defend. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within thirty (30) days of receipt of a Claims Notice from the Indemnified Party of the commencement or assertion of any Liability Claim in respect of which indemnity may be sought under this Article 9 for a claim brought by a third party to assume and conduct the defense of such Liability Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, however, that (i) the defense of such Liability Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnified Party, have a material adverse effect on the Indemnified Party; and (ii) the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is reasonably likely to result; and (iii) the Liability Claim solely seeks (and continues to seek) monetary damages; and (iv) the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the

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Liability Claim in accordance with the limits set forth in this Agreement (the conditions set forth in clauses (i) through (iv) are collectively referred to as the “Litigation Conditions”). If the Indemnifying Party does not assume the defense of a Liability Claim in accordance with this Section 9.2(b), the Indemnified Party may continue to defend the Liability Claim. If the Indemnifying Party has assumed the defense of a Liability Claim as provided in this Section 9.2(b), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that if (i) any of the Litigation Conditions cease to be met or (ii) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Liability Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party shall be liable for all reasonable costs or expenses paid or incurred in connection therewith. The Indemnifying Party or the Indemnified Party, as the case may be, has the right to participate in (but not control), at its own expense, the defense of any Liability Claim that the other is defending as provided in this Agreement. The Indemnifying Party, if it shall have assumed the defense of any Liability Claim as provided in this Agreement, shall not, without the prior written consent of the Indemnified Party, consent to a settlement of, or the entry of any judgment arising from, any such Liability Claim which (i) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a complete release from all liability in respect of such Liability Claim, or (ii) grants any injunctive or equitable relief or (iii) may reasonably be expected to have a material adverse effect on the affected business of the Indemnified Party. The Indemnified Party shall have the right to settle any Liability Claim, the defense of which has not been assumed by the Indemnifying Party.

          9.3      Survivability of Representations and Warranties and Covenants; Limitations on Indemnification. The representations and warranties of the Seller Group and the Purchaser combined in this Agreement will survive for a period ending on the third anniversary of the Closing Date (the “Expiration Date”); provided, however, that (i) the Expiration Date for any Liability Claim relating to a breach of or an inaccuracy in the representations and warranties set forth in Section 6.9 (Litigation), Section 6.10 (Compliance with Laws), Section 6.13 (Employee Benefit Plans), Section 6.14 (Environmental) and Section 6.22 (Taxes) shall be the expiration of the applicable statute of limitations (taking into account any extensions, suspension or tolling under applicable Law); (ii) there will be no Expiration Date for any Liability Claim relating to a breach of or inaccuracy in the representations and warranties set forth in Section 6.1 (Existence and Good Standing), Section 6.2 (Power), Section 6.3 (Enforceability), Section 6.6(a) (Title), Section 6.21 (Indebtedness) and Section 6.24 (Brokers) (the representations and warranties set forth in clauses (i) and (ii) of this Section 11.3(a) are, collectively, the “Excluded Representations”) and (iii) any Liability Claim pending on any Expiration Date for which a Claims Notice has been given in accordance with Section 11.2(a) on or before such Expiration Date may continue to be asserted and indemnified against until finally resolved. All of the covenants and agreements of the Sellers and the Purchaser contained in this Agreement shall survive after the Closing Date in accordance with their terms for an indefinite period. There will be no Expiration Date for any Liability Claim relating to fraud or intentional misrepresentation.

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          9.4      Right of Setoff. If any Indemnifying Party fails to make any payment as contemplated by this Article IX, or if any Indemnifying Party shall fail to make any payment due and owing any Indemnified Party under the terms of this Agreement, then such Indemnified Party shall be entitled to elect to offset such amount against any amount due and owing any Indemnifying Party under the terms of any of this Agreement, provided, further, that if the Purchaser is the Indemnified Party then it may elect to offset any such amount against any of the Subordinated Notes delivered to the Subordinated Noteholders at the Closing, provided, however, that the Purchaser must first offset against the Subordinated Note delivered to Malcolm S. Brook until there is no further amount due thereunder before it offsets against any of the Subordinated Notes held by the other Subordinated Noteholders.

ARTICLE 10: CONFIDENTIALITY

          10.1      Confidentiality. From and after the Closing, without the prior written consent of the Purchaser, the Seller Group shall not, except on behalf of the Purchaser, directly or indirectly, use any of the Seller’s Confidential Information (as defined below) for the Seller Group’s own purposes or for the benefit of any other person, firm, corporation, partnership or other entity or disclose any Seller’s Confidential Information to any person, firm, corporation, partnership or other entity. As used herein, the term “Seller’s Confidential Information” means (i) all of the Purchaser’s confidential business information, trade secrets, (as defined under applicable statute or common law) innovations and inventions, expertise and know-how, customer information, pricing information, vendor information, intellectual property and other non-public information concerning the Purchaser’s Business (as defined below) and (ii) except as set forth below, any and all information relating to the terms of the transactions contemplated by this Agreement. As used herein, the term “Purchaser’s Business” means the business of the Purchaser or any of its subsidiaries as conducted on and prior to the date hereof, as well as the business that the Purchaser is acquiring pursuant hereto. “Seller’s Confidential Information” does not include information which: (i) is in or enters the public domain or is or becomes generally known in the industry without breach of the confidentiality obligations in this Agreement; or (ii) is received by the Seller Group from a third party without any breach of any obligation of confidentiality in respect of such information provided that the receipt of such information is not subject to any obligations of confidentiality. Notwithstanding the foregoing, the Seller Group may disclose Seller’s Confidential Information in the following circumstances: (A) disclosure to third parties to the extent that the Seller’s Confidential Information is necessary for disclosure on income tax returns of any members of the Seller Group or in any litigation in connection with the Business, provided that the Seller Group promptly notify the Purchaser as early as practicable upon learning of such requirement; and (B) disclosure to legal counsel for the Seller Group, accountants or professional advisors to the extent necessary for them to advise upon the interpretation or enforcement of this Agreement.

ARTICLE 11: MISCELLANEOUS

          11.1      Further Assurances. From and after the Closing Date, at the request of the Purchaser, the Seller Group shall execute and deliver or cause to be executed and delivered to the Purchaser such other agreements or instruments, in addition to those required by this Agreement, as the Purchaser may reasonably request, in order to implement the transactions contemplated by

this Agreement. From and after the Closing Date, at the request of the Seller Group, the Purchaser shall execute and deliver or cause to be executed and delivered to the Seller Group, such other agreements or instruments, in addition to those required by this Agreement, as the Seller Group may reasonably request, in order to implement the transactions contemplated by this Agreement.

          11.2      Expenses. Each of the parties shall bear their respective expenses incurred or to be incurred in connection with the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby.

          11.3      Assignment; Third Party Beneficiaries. The rights and obligations of the Seller Group under this Agreement may not be assigned without the prior written consent of the Purchaser. The Seller Group agrees that in connection with the sale by the Purchaser of at least seventy-five percent (75%) of the Consumer Notes, the representations and warranties set forth in Article VI shall be deemed to have also been made to the purchaser of the Consumer Notes by the Seller Group as of the date hereof and the purchaser of the Consumer Notes shall also be entitled to all of the indemnification rights set forth in Sections 9.1, 9.2 and 9.3. Notwithstanding the foregoing, Section 8.5 shall only benefit the Purchaser and shall be inapplicable to such a purchaser of the Consumer Notes.

          11.4      Headings. The headings contained in this Agreement are included for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement.

          11.5      Integration, Modification and Waiver. This Agreement, together with the exhibits, schedules and certificates or other instruments delivered under this Agreement, constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior understandings of the parties. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties to this Agreement. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

          11.6      Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation. Any reference to the singular in this Agreement shall also include the plural and vice versa.

          11.7      Severability. If any provision of this Agreement or the application of any provision of this Agreement to any party or circumstance shall, to any extent, be adjudged invalid or unenforceable, the application of the remainder of such provision to such party or circumstance, the application of such provision to other parties or circumstances, and the application of the remainder of this Agreement shall not be affected thereby.

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          11.8      Notices. All notices and other communications required or permitted under this Agreement must be in writing and will be deemed to have been duly given (a) when delivered in person, (b) when dispatched by electronic facsimile transfer (if confirmed in writing by mail simultaneously dispatched), (c) one business day after having been dispatched by a nationally recognized overnight courier service or (d) five business days after being sent by registered or certified mail, return receipt requested, postage prepaid, to the appropriate party at the address or facsimile number specified below:

If to Seller:

Star Financial Services, a California corporation
25 Orion Way
Coto de Caza, CA 92679
Attention: Mark Waks, President

If to Shareholder:

Malcolm S. Brook
300 N. Swall Drive Unit 207
Beverly Hills, CA 90211
Facsimile: _______________

The Brook Family Trust
300 N. Swall Drive Unit 207
Beverly Hills, CA 90211
Attention: Malcolm S. Brook
Facsimile: (561) 695-2210

with a copy to:

Levene, Neale, Bender, Rankin & Brill LLP
10250 Constellation Boulevard
Suite 1700
Los Angeles, California 90067
Attention: Ron Bender, Esq.
Facsimile: (310) 415-4142

If to the Purchaser:

Carbiz USA Inc.
7115 16^th Street East, Unit #105
Sarasota, Florida 34243
Attention: Stan Heintz, CFO
Facsimile: (941) 308-2718

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with a copy to:

Shumaker, Loop & Kendrick, LLP
101 East Kennedy Boulevard,
Suite 2800
Tampa, Florida 33602
Attention: Michael H. Robbins, Esq.
Facsimile: (813) 229-1660

Any party may change its address or facsimile number for the purposes of this Section 11.8 by giving notice as provided in this Agreement.

          11.9      Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida and shall in all respects be interpreted, enforced, and governed under the internal and domestic laws of such state, without giving effect to the principles of conflicts of laws of such state. Each of the parties submits to the exclusive jurisdiction of the U.S. District Court for the Middle District of Florida, and the Circuit Court in and for Hillsborough County, Florida, as the exclusive proper forum in which to adjudicate any case or controversy arising hereunder.

          11.10     Entire Agreement. This Agreement, together with all exhibits and schedules attached hereto, represents the final, complete, and exclusive expression of understanding between the parties with respect to the subject matter hereof. All previous or contemporaneous agreements, understandings, or representations between the parties, oral or written, are superseded by and merged into this Agreement.

          11.11     Attorney’s Fees. In the event of any action or proceeding arising out of or relating to this Agreement or the breach, termination, validity, interpretation, or enforcement of this Agreement, the prevailing party shall be entitled to recover all costs and reasonable attorneys’ fees incurred, including, without limitation, costs and attorneys’ fees incurred in any investigations, trials, bankruptcy or insolvency proceedings, and appeals.

          11.12     Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[SIGNATURE PAGES FOLLOWS]

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          IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

“Purchaser”		“Seller Group”
Carbiz USA Inc.		Star Financial Services, a California
		corporation
By:	/S/ Carl Ritter
	Carl Ritter, Chief Executive Officer	By:	/S/ Mark Waks
			Name:	Mark Waks
			Title:	President
		/S/ Malcolm Brook
		Malcolm Brook
		/S/ Malcolm Brook
		Malcolm Brook, as Trustee of the Brook
		Family Trust
		/S/ Joy Brook
		Joy Brook, as Trustee of the Brook
		Family Trust

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EX-99.2

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND ACCORDINGLY MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR LAWS OR PURSUANT TO AN EXEMPTION THEREFROM. THE PRINCIPAL AMOUNT OF THIS NOTE, AND INTEREST IN RESPECT THEREOF, IS SUBORDINATED PURSUANT TO THE SUBORDINATED AGREEMENTS (AS DEFINED IN THE NOTE).

SUBORDINATED PROMISSORY NOTE

$1,513,762.76 June 15, 2009 (“Issuance Date”)

          FOR VALUE RECEIVED, Carbiz USA Inc., a Delaware corporation (“Maker”), does hereby covenant and promise to pay to the order of Malcolm S. Brook (“Lender”), with an address of 300 N. Swall Drive, Unit #207, Beverly Hills, CA 90211, in legal tender of the United States, One Million Five Hundred Thirteen Thousand Seven Hundred Sixty-Two and 76/100 Dollars ($1,513,762.76) together with interest provided in this Note.

          1.       Payment. Principal shall be paid by Maker to Lender as follows:

                    (a)      One Hundred and Fifty Thousand Dollars ($150,000) on the date that is eighteen (18) months after the Issuance Date;

                    (b)      Three Hundred Thousand Dollars ($300,000) on the date that is thirty-six (36) months after the Issuance Date;

                    (c)      Four Hundred Thousand Dollars ($400,000) on the date that is fifty-four (54) months after the Issuance Date; and

                    (d)      Six Hundred Sixty Three Thousand Seven Hundred Sixty Two and 76/100 Dollars ($663,762.76) on the date that is seventy-two (72) months after the Issuance Date.

          2.        Interest. Simple interest at a rate of eight percent (8%) per annum on the principal amount outstanding under this Note shall be paid monthly by Maker to Lender beginning on October 31, 2009 (which first interest payment shall only be in the amount of $7,830.50) and continuing each month thereafter on the last day of the month for the month then ended until the principal due hereunder is paid. Interest shall accrue and be calculated on the basis of one three hundred sixty-fifth (1/365th) of the applicable rate for each calendar day such balance of principal remains unpaid.

          3.        Prepayment. Maker may prepay this Note in whole or in part without paying any prepayment fee.

          4.       Set-Off. Maker may, at its option, set off against any principal or interest under this Note any claim it may have under Sections 8.5 or 9.4 of the Asset Purchase Agreement dated June 15, 2009, by and between the Maker and Star Financial Services, a California corporation

          5.       Documentary Stamp Taxes. Maker shall pay the cost of any documentary tax, or other stamps now or hereafter required by any applicable law, at any time, to be affixed to this Note.

          6.       Loan Charges. Nothing herein contained, nor any transaction related thereto, shall be construed or so operate as to require Maker or any person liable for the repayment of same, to pay interest in an amount or at a rate greater than the maximum allowed by applicable law. Should any interest or other charges paid by Maker, or any parties liable for the payment of the loan made pursuant to this Note, result in the computation or earning of interest in excess of the maximum legal rate of interest permitted under the law in effect while said interest is being earned, then any and all of that excess shall be and is waived by Lender, and all that excess shall be automatically credited against and in reduction of the principal balance, and any portion of the excess that exceeds the principal balance shall be paid by Lender to Maker or any parties liable for the payment of the loan made pursuant to this Note so that under no circumstances shall the Maker, or any parties liable for the payment of the loan hereunder, be required to pay interest in excess of the maximum rate allowed by applicable law.

          7.       Governing Law. This Note and the obligations arising hereunder shall be governed by and construed in accordance with the laws of the State of Delaware and any applicable law of the United States of America.

          8.       Subordination. The principal of, and interest on, the Note is hereby subordinated and subject in right of payment, to the extent and in the manner set forth in (a) the Subordination Agreement dated June 15, 2009 made for the benefit of Wells Fargo Preferred Capital, Inc., (b) the Subordination Agreement dated June 15, 2009 made for the benefit of Dealer Services Corporation, and (c) the Subordination Agreement dated June 15, 2009 made for the benefit of Trafalgar Specialized Investment Fund, Luxembourg (together, the “Subordination Agreements”), to the prior payment in full of all of the Obligations (as defined in each of the foregoing Subordination Agreements).

          9.       Miscellaneous.

                    (a)      Each payment shall be applied first to the payment of interest on unpaid principal, and second, to the payment of principal.

                    (b)      The Maker may not assign this Note without the prior written consent of Lender.

                    (c)      The term “Maker” as used herein, in every instance shall include the Maker’s successors and assigns, and shall denote the singular and/or plural, the masculine and/or feminine, and natural and/or artificial persons whenever and wherever the context so requires or admits.

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          IN WITNESS WHEREOF, Maker has duly executed this Note as of June 15, 2009.

“MAKER”
Carbiz USA Inc.
By:	/S/Ross R. Lye
	Ross R. Lye, President

THIS NOTE HAS BEEN EXECUTED AND DELIVERED OUTSIDE THE STATE OF
FLORIDA AND NO FLORIDA DOCUMENTARY STAMP TAXES ARE DUE.

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EX-99.3

LOAN AND SECURITY AGREEMENT

by and among

WELLS FARGO PREFERRED CAPITAL, INC.

as Lender

and

CARBIZ USA INC.
AND ITS SUBSIDIARIES

as Borrowers

TABLE OF CONTENTS

		Page
ARTICLE 1	DEFINITIONS	1
Section 1.1	Certain Definitions	1
Section 1.2	Rules of Construction.	11
ARTICLE 2	THE REVOLVING CREDIT FACILITY	11
Section 2.1	The Loan	11
Section 2.2	The Note	12
Section 2.3	Method of Payment	12
Section 2.4	Extension and Adjustment of Maturity Date	12
Section 2.5	Use of Proceeds	12
Section 2.6	Interest.	12
Section 2.7	Advances	13
Section 2.8	Prepayment	13
Section 2.9	Fees	14
ARTICLE 3	SECURITY	14
Section 3.1	Security Interest	14
Section 3.2	Financing Statements	15
Section 3.3	Documents to be Delivered to WFPC	15
Section 3.4	Collections	15
Section 3.5	Additional Rights of WFPC; Power of Attorney.	16
Section 3.6	Additional Collateral Provisions	16
ARTICLE 4	REPRESENTATIONS AND WARRANTIES	17
Section 4.1	Representations and Warranties as to Receivables.	17
Section 4.2	Organization and Good Standing	18
Section 4.3	Perfection of Security Interest	18
Section 4.4	No Violations	19
Section 4.5	Power and Authority	19
Section 4.6	Validity of Agreements	19
Section 4.7	Litigation	19
Section 4.8	Compliance	19
Section 4.9	Accuracy of Information; Full Disclosure.	19
Section 4.10	Taxes	20
Section 4.11	Indebtedness	20
Section 4.12	Investments	20
Section 4.13	ERISA	20
Section 4.14	Hazardous Wastes, Substances and Petroleum Products.	20
Section 4.15	Solvency	21
Section 4.16	Business Location	21
Section 4.17	Capital Stock	21
Section 4.18	No Extension of Credit for Securities	21
ARTICLE 5	CONDITIONS TO LOAN	22
Section 5.1	Documents to be Delivered to WFPC Prior to First Advance	22
Section 5.2	Conditions to all Advances	23
ARTICLE 6	AFFIRMATIVE COVENANTS	23
Section 6.1	Place of Business and Books and Records	24
Section 6.2	Reporting Requirements	24
Section 6.3	Books and Records	24

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Section 6.4	Financial Covenants	25
Section 6.5	Compliance With Applicable Law	26
Section 6.6	Notice of Default	27
Section 6.7	Corporate Existence, Properties	27
Section 6.8	Payment of Indebtedness; Taxes	27
Section 6.9	Notice Regarding Any Plan	27
Section 6.10	Other Information	28
Section 6.11	Litigation	28
Section 6.12	Business Location, Legal Name and State of Organization	28
Section 6.13	Operations	28
Section 6.14	Further Assurances	28
ARTICLE 7	NEGATIVE COVENANTS	29
Section 7.1	Payments to and Transactions with Affiliates	29
Section 7.2	Restricted Payments	29
Section 7.3	Indebtedness	29
Section 7.4	Guaranties	30
Section 7.5	Nature of Business	30
Section 7.6	Negative Pledge	30
Section 7.7	Investments and Acquisitions	30
Section 7.8	Compliance with Formula	30
Section 7.9	Mergers, Sales, Divestitures	30
Section 7.10	Use of Proceeds	30
Section 7.11	Ownership and Management	30
Section 7.12	Amendment to Subordinated Debt	30
ARTICLE 8	EVENTS OF DEFAULT	31
Section 8.1	Failure to Make Payments	31
Section 8.2	Information, Representations and Warranties	31
Section 8.3	Covenants	31
Section 8.4	Collateral	31
Section 8.5	Defaults Under Other Agreements	31
Section 8.6	Certain Events	31
Section 8.7	Possession of Collateral	32
Section 8.8	Guarantor	32
Section 8.9	Credit Documents	32
Section 8.10	Material Adverse Change	32
Section 8.11	Swap Agreement. Any default by a Borrower under any Swap Agreement	32
ARTICLE 9	REMEDIES OF WFPC AND WAIVER	32
Section 9.1	WFPC’s Remedies	32
Section 9.2	Waiver and Release by Borrowers	33
Section 9.3	No Waiver	33
ARTICLE 10	MISCELLANEOUS	33
Section 10.1	Indemnification and Release Provisions	33
Section 10.2	Amendments	34
Section 10.3	APPLICABLE LAW	34
Section 10.4	Notices	34
Section 10.5	Termination and Release	35
Section 10.6	Counterparts	35
Section 10.7	Costs, Expenses and Taxes	35
Section 10.8	Successors and Assigns	36
Section 10.9	Effectiveness of Agreement	36
Section 10.10	JURISDICTION AND VENUE	36
Section 10.11	WAIVER OF JURY TRIAL	36

iii

Section 10.12	REVIEW BY COUNSEL	36
Section 10.13	Exchanging Information	36
Section 10.14	Acknowledgment of Receipt	36
ARTICLE 11	INTER-BORROWER PROVISIONS
Section 11.1	Certain Borrower Acknowledgments and Agreements	37
Section 11.2	Maximum Amount of Joint and Several Liability	37
Section 11.3	Authorization of Borrower Agent by Borrowers:	38

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LOAN AND SECURITY AGREEMENT

          This LOAN AND SECURITY AGREEMENT is made as of the 15th day of June, 2009 by and among CARBIZ USA INC., a Delaware corporation with its chief executive office at 7115 16th Street E, Suite 105, Sarasota Florida 34243 (“Borrower Agent”), and the Persons listed on the signature pages hereto as borrowers (collectively, the “Borrowers” and each individually is referred to as a “Borrower”), and WELLS FARGO PREFERRED CAPITAL, INC. (“WFPC”), an Iowa corporation with its principal office located at 800 Walnut Street, Des Moines, Iowa 50309.

BACKGROUND

          Borrowers have requested and WFPC has agreed to make available to Borrowers a secured revolving credit facility in the amount of the Maximum Principal Amount, all on the terms and subject to the conditions set forth herein.

          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties covenant and agree as follows:

ARTICLE 1

DEFINITIONS

          Section 1.1 Certain Definitions. The terms defined in this Section 1.1, whenever used and capitalized in this Agreement shall, unless the context otherwise requires, have the respective meanings herein specified.

          “Acquisition” means the purchase by Carbiz USA, Inc. of all or substantially all of the assets of Star Financial pursuant to the Acquisition Documents.

          “Acquisition Documents” means those certain documents, instruments and agreements listed on Schedule A attached hereto and made part hereof together with all exhibits and schedules thereto.

          “Advance” means each advance of the Loan made to Borrowers pursuant to Section 2.1 hereof.

          “Adjusted Tangible Net Worth” means Tangible Net Worth minus the sum of (a) Receivables 120 or more days contractually past due, plus (b) the amount by which the then required allowance for loan and lease losses under Section 6.4(c) hereof exceeds actual allowance for loan and lease losses as reported on the most recent financial statements provided to WFPC.

          “Advance Rate” means (a) with respect to Star Financial Receivables, 95% through the 60^th day following the date hereof and 90% at all times thereafter and (b) with respect to all other Receivables, 55%.

          “Affiliate” means (i) any Person who or entity which directly or indirectly owns, controls or holds 5.0% or more of the outstanding beneficial interest in a Borrower; (ii) any entity of which 5.0% or more of the outstanding beneficial interest is directly or indirectly owned, controlled, or

1

held by a Borrower; (iii) any entity which directly or indirectly is under common control with a Borrower; (iv) any officer, director, partner or employee of a Borrower or any Affiliate; or (v) any immediate family member of any Person who is an Affiliate. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise. DSC shall not be deemed an Affiliate of a Borrower or any Affiliate of Borrower.

          “Agreement” means this Loan and Security Agreement and all exhibits and schedules hereto, as the same may be amended, modified or supplemented from time to time.

          “Annual Compliance Certificate” shall mean a certificate in the form of Exhibit A attached hereto and made part hereof.

          “Applicable Margin” means 3.35% .

          “Asset Quality” means, as of the date of determination, the following percentage: net charge-offs of Receivables (other than the Purchased Receivables) for the 12 month period ending on such date, as a percentage of average Principal Receivables (other than the Purchased Receivables) outstanding during such 12 month period.

          “Availability Statement” means the certificate in substantially the form of Exhibit B attached hereto and made part hereof.

          “Bankruptcy Code” means the United States Bankruptcy Code as now constituted or hereafter amended and any similar statute or law affecting the rights of debtors.

          “Base Rate” means for any date of determination the LIBOR Rate for such date.

          “Books and Records” means all of Borrowers’ original ledger cards, payment schedules, credit applications, contracts, lien and security instruments, guarantees relating in any way to the Collateral and other books and records or transcribed information of any type, whether expressed in electronic form in tapes, discs, tabulating runs, programs and similar materials now or hereafter in existence relating to the Collateral.

          “Borrowers’ Loan Account” has the meaning assigned to that term in Section 2.1 of this Agreement.

          “Borrowing Base” means, as of the date of determination and subject to change from time to time as described below, an amount up to the Advance Rate multiplied by the aggregate balance of outstanding Eligible Receivables. Notwithstanding the foregoing, WFPC may adjust the Advance Rate in the Borrowing Base from time to time and at any time in WFPC’s sole discretion, upon 3 days notice to Borrowers, including, without limitation, to reflect, in WFPC’s judgment, the experience with Borrowers (including without limitation any increased credit, operational, legal, regulatory, political or reputational risk of Borrowers).

          “Business Day” means any day except a Saturday, Sunday or other day on which national banks are authorized by law to close including, without limitation, United States federal government

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holidays.

          “Capital Base” means the sum of (a) Adjusted Tangible Net Worth, plus (b) Subordinated Debt, plus (c) Derivative Liability.

          “Code” means the Internal Revenue Code of 1986, as amended from time to time, and regulations with respect thereto in effect from time to time.

          “Collateral” means any and all rights and interests in or to Property of each Borrower, whether now owned or hereafter created or acquired, pledged from time to time as security for the Obligations, which shall specifically include, without limitation, all of the following:

                    (a)      All now owned and hereafter acquired, created, or arising Accounts and Receivables;

                    (b)      All now owned or hereafter acquired Inventory and other Goods of every nature and kind, wherever located; and all accessions, additions, attachments, improvements, substitutions and replacements thereto and thereafter;

                    (c)      All now owned and hereafter acquired, created or arising General Intangibles of every nature, kind and description, including, without limitation, customer lists, choses in action, claims, books, records, goodwill, patents and patent applications, copyrights, trademarks, tradenames, service marks, tradestyles, trademark applications, trade secrets, contracts, contract rights, royalties, licenses, franchises, deposits, license, franchise and royalty agreements, formulae, tax and any other types of refunds, returned and unearned insurance premiums, rights and claims under insurance policies including without limitation, credit insurance and key man life insurance policies, and computer information, software, records and data;

                    (d)      All now owned and hereafter acquired Equipment wherever located, and all replacements, parts, accessions, substitutions and additions thereto;

                    (e)      All now owned or hereafter acquired Fixtures, wherever located;

                    (f)      All now owned and hereafter acquired, created or arising Chattel Paper, Instruments and Documents (including bills of lading, warehouse receipts and other documents of title) of every nature, kind and description;

                    (g)      All now owned and hereafter acquired, created or arising Supporting Obligations and Letter-of-Credit Rights of every nature, kind and description;

                    (h)      All now existing and hereafter acquired or arising deposit accounts, reserves and credit balances of every nature, wherever located, and all documents and records associated therewith;

                    (i)      All Property, now or hereafter in the possession of WFPC;

                    (j)      All now owned or hereafter acquired Investment Property of every kind; and

3

                    (k)      The accessions to, and substitutions for an all replacements, products and Proceeds (including, without limitation, insurance proceeds and insurance premiums), whether cash or non-cash, of all of the foregoing Property and interests in Property.

          “Collections” means payment of principal, interest and fees on Receivables, the cash and non-cash proceeds realized from the enforcement of such Receivables and any security therefor (including without limitation, proceeds received in connection with the repossession and subsequent sale of motor vehicles securing such Receivable, whether such repossession is conducted by Borrower or any other Person), or the Collateral, proceeds of credit, group life or non-filing insurance, proceeds of insurance on any real or personal property which is part of the collateral for the Receivables.

          “Commitment” means the maximum principal amount which WFPC has agreed may be loaned to Borrowers, jointly and severally, pursuant to Article 2 hereof, being, on the date hereof, the Maximum Principal Amount.

          “Consumer Finance Laws” means all applicable laws and regulations, federal, state and local, relating to the extension of consumer credit, and the creation of a security interest in personal property or a mortgage in real property in connection therewith, as the case may be, and laws with respect to protection of consumers’ interests in connection with such transactions, including without limitation, any usury laws, the Federal Consumer Credit Protection Act, the Federal Fair Credit Reporting Act, RESPA, the Magnuson-Moss Warranty Act, the Federal Trade Commission’s Rules and Regulations and Regulations B and Z of the Federal Reserve Board, as any of the foregoing may be amended from time to time.

          “Consumer Purpose Loans” means loans to one or more individuals the proceeds of which are used to purchase goods, services or merchandise for personal, household or family use.

          “Control Agreement” mean that certain Deposit Account Control Agreement (in form and substance satisfactory to WFPC) among Borrowers, WFPC and depository institutions reasonably acceptable to WFPC, as the same may be amended, modified or supplemented from time to time.

          “Convertible Debentures” means those certain Convertible Debentures listed on Schedule B attached hereto and made part hereof.

          “Credit Documents” means this Agreement, the Note, the Guaranty, the Subordination Agreements, the Intercreditor Agreement, the Control Agreements and any and all additional documents, instruments, agreements and other writings executed and delivered pursuant to or in connection with this Agreement.

          “Debt” means, as of the date of determination, all outstanding indebtedness (other than deferred loan origination fees of Borrowers and Derivative Liability) including without limitation (a) all loans made by WFPC to Borrowers; (b) accounts payable as of the date of determination; (c) income tax liabilities; (d) mortgages; (e) deposits and debenture instruments; and (f) Subordinated Debt.

          “Default” means an event, condition or circumstance which, with the giving of notice or the passage of time, or both, would constitute an Event of Default.

4

          “Derivative Liability” means the liabilities that reside on Guarantor’s balance sheet at fair value until they are either converted to stock or they expire relating to any convertible debenture or warrant instruments issued by any Borrower or Guarantor that are convertible or exercisable into common stock at the investor’s option and at a predetermined price; it being acknowledged that that the Financial Accounting Standards Board issued Financial Accounting Statement No. 133 which defines the term “derivative instrument” and prescribes its accounting treatment.

          “DSC” means Dealer Services Corporation.

          “DSC Credit Documents” means that certain Fourth Amended and Restated Loan and Security Agreement dated as of February 25, 2009 among Borrowers, Guarantor and DSC as amended by a First Amendment dated June 12, 2009 together with all documents, instruments and agreement executed and/or delivered in connection therewith.

          “DSC Credit Satisfaction” means the payment in full of the Indebtedness (as that term is defined in the DSC Credit Documents as of the date of this Agreement) and termination of the DSC Credit Documents.

          “DSC Senior Receivables” has the meaning assigned to that term in the Intercreditor Agreement.

          “EBITDA Ratio” means Borrowers’ earnings before payments of interest, taxes, depreciation and amortization expense for the three (3) month period ending on the date of determination, net of any deficits from the amount required as an allowance for loan and lease losses under Section 6.4(c) hereof, Receivables 120 or more days past due and gains on the extinguishment of Debt, as a percent of interest expense during such three (3) month period in accordance with GAAP principles pursuant to Section 6.4 of this Agreement; provided, the determination of the EBITDA Ratio shall exclude any gain or loss resulting from changes in the Derivative Liability.

          “Eligible Receivables” means, as of the date of determination, Receivables (net of unearned interest, fees, insurance commissions, discounts, reserves (except loss reserves funded through the P & L) and holdbacks) which are Chattel Paper, which conform to the warranties set forth in Section 4.1 hereof, in which WFPC has a validly perfected first priority Lien, and which are not any of the following: (i) (A) a Star Financial Receivable for which a payment is 61 or more days past due or (B) any other Receivables for which a payment is: (1) 30 or more days past due for weekly paying obligors, or (2) 61 or more days past due for all other obligors, in each case on a contractual basis; (ii) Receivables subject to repossession or bankruptcy proceedings or the account debtor with respect to which is a debtor under the Bankruptcy Code, unless the account debtor is contractually current; (iii) Receivables subject to foreclosure or other litigation; (iv) Receivables from officers, employees or shareholders of any Borrower or any Affiliate; (v) Receivables which have been deferred or extended more than one billing cycle during any rolling 12 month period or more than two times in the aggregate; (vi) Interest Only Accounts or balloon accounts; (vii) Real Estate Related Accounts; (viii) Receivables arising from deficiency balance accounts; (viii) Receivables with an original term in excess of 60 months (or equivalent term if payment is more often than monthly); (ix) Receivables for which within 60 days of the purchase of such Receivable either (A) WFPC or a Borrower has not received the corresponding original certificate of title or (B) a Borrower has not received possession of the certificate of title evidencing, a first priority perfected security interest, or

5

a first priority lien under applicable provisions of the motor vehicle, UCC or other similar law of the jurisdiction in which the motor vehicle is titled and registered by the purchaser at the time the contract is originated as evidenced by a KSR report provided by the applicable Division of Motor Vehicles or equivalent state agency in the applicable jurisdiction where the motor vehicle is titled and registered; (x) accounts that have been modified (other than through a deferral or extension), rescheduled or renewed, (xi) Receivables not materially complying with Borrowers’ underwriting guidelines, (xiv) DSC Senior Receivables and (xv) Receivables which, in WFPC’s reasonable discretion, do not constitute acceptable collateral.

          “Environmental Control Statutes” means any federal, state, county, regional or local laws governing the control, storage, removal, spill, release or discharge of Hazardous Substances, including without limitation CERCLA, the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and the Hazardous and Solid Waste Amendments of 1984, the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1976, the Hazardous Materials Transportation Act, the Emergency Planning and Community Right to Know Act of 1986, the National Environmental Policy Act of 1975, the Oil Pollution Act of 1990, any similar or implementing state law, and in each case including all amendments thereto and all rules and regulations promulgated thereunder and permits issued in connection therewith.

          “EPA” means the United States Environmental Protection Agency, or any successor thereto.

          “ERISA” means the Employee Retirement Income Security Act of 1974, all amendments thereto, and any successor statute of similar import, and regulations thereunder, in each case as in effect from time to time. References to sections of ERISA shall be construed to refer to any successor sections.

          “Event of Default” has the meaning assigned to that term in Article 8 of this Agreement.

          “GAAP” means generally accepted accounting principles applied on a consistent basis, in accordance with the Statement of Auditing Standards No. 69, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles in the Independent Auditor’s Report” (SAS 69) or superseding pronouncements, issued by the Auditing Standards Board of the American Institute of Certified Public Accountants and/or in statements of the Financial Accounting Standards Board and/or in such other statements by such other entity as WFPC may reasonably approve, which are applicable in the circumstances as of the date in question. The requirement that such principles be applied on a consistent basis shall mean that the accounting principles observed in a current period are comparable in all material respects to those applied in a preceding period, or, in the event of a material change in any accounting principle from that observed in any previous period (i) financial reports covering preceding periods during the term of this Agreement are restated to reflect such change and provide a consistent basis for comparison among periods and (ii) the financial covenants set forth in Section 6.4 shall be adjusted as determined by WFPC to reflect similar performance standards as those measured by the existing covenants using the previously observed accounting principles.

          “Guarantor” shall mean Carbiz Inc., an corporation organized under the laws of Ontario, Canada with a chief executive office at 7115 16th Street E, Suite 105, Sarasota Florida 34243.

          “Guaranty” means the Guaranty Agreement dated as of the date hereof from Guarantor in

6

favor of WFPC, as the same may be amended, modified, restated or extended from time to time.

          “Hazardous Substance” means any toxic, reactive, corrosive, carcinogenic, flammable or hazardous pollutant or other substance, including without limitation petroleum and items defined in Environmental Control Statutes as “hazardous substances,” “hazardous wastes,” “pollutants” or “contaminants.”

          “Intangible Assets” means all assets of any Person which would be classified in accordance with GAAP as intangible assets, including without limitation (a) all franchises, licenses, permits, patents, applications, copyrights, trademarks, trade names, goodwill, experimental or organization expenses and other like intangibles, and (b) unamortized debt discount and expense and unamortized stock discount and expense.

          “Intercreditor Agreement” means that certain Intercreditor Agreement dated as of the date hereof among Borrowers, Guarantor, DSC and WFPC, as the same may be amended, modified, restated or extended from time to time.

          “Interest-Only Accounts” means those Receivables on which collections are applied entirely to interest and expense charges, with no portion thereof being required to reduce the principal balance on the loan prior to the stated maturity of such accounts.

          “LIBOR Rate” means the three-month London Interbank Offered Rate for any day as found in the Wall Street Journal, Interactive Edition, or any successor edition or publication and selected by WFPC in its sole discretion for any day during a given month. In the event such rate ceases to be published or quoted, LIBOR Rate shall mean a comparable rate of interest reasonably selected by WFPC. WFPC’s determination of the LIBOR Rate shall be conclusive and binding on Borrowers, absent manifest error.

          “Lien” means any mortgage, deed of trust, pledge, lien, security interest, charge or other encumbrance or security arrangement of any nature whatsoever, including without limitation any conditional sale or title retention arrangement, and any assignment, deposit arrangement or lease intended as, or having the effect of, security.

          “Loan” means the aggregate principal amount advanced by WFPC to Borrowers pursuant to Section 2.1 of this Agreement, together with interest accrued thereon and fees and costs incurred in connection therewith.

          “Loan Availability” means the amount available for Advances under this Agreement on any date as determined in accordance with the Availability Statement submitted to WFPC on such date in accordance with the terms hereof.

          “Local Authorities” means individually and collectively the state and local governmental authorities which govern the business and operations owned or conducted by Borrowers or any of them.

          “Maturity Date” means June 30, 2011.

          “Maximum Principal Amount” means (a) $15,000,000 through and including December 31,

7

2009, (b) $17,000,000 commencing January 1, 2010 through and including March 31, 2010 and (c) $20,000,000 at all times thereafter.

          “Note” means that certain Promissory Note from Borrowers in favor of WFPC, evidencing the joint and several obligation of Borrowers to repay the Loan, and any and all amendments, renewals, replacements or substitutions therefor.

          “Obligations” means all loans now or hereafter made hereunder, each and every draft, liability and obligation of every type and description which Borrowers may now or at any time hereafter owe to WFPC, including specifically, but not limited to payment or performance, as the case may be, of all obligations of Borrowers or any Affiliates of any Borrower owing to a WFPC Affiliate or WFPC pursuant to any interest rate hedge, collar , cap or exchange agreement (including, but not limited to, any ISDA Master Agreement) heretofore or hereafter executed by any Borrower and WFPC or any WFPC Affiliate in connection with the Loan, together with any related schedules and confirmations (a “Swap Agreement”) (whether such debt, liability or obligation now exists or is hereafter created or incurred, whether it arises in a transaction involving WFPC alone or in a transaction involving a WFPC Affiliate or other creditors of Borrowers, and whether it is direct or indirect, due or to become due, absolute or contingent, primary or secondary, liquidated or unliquidated, or sole, joint, several or joint and several), including any extensions and renewals thereof, and substitutes therefore and all indebtedness of Borrowers arising under this Agreement, the Note or any other loan or credit agreement between Borrowers and WFPC, whether now in effect or hereafter entered into and including, without limitation, all Loans.

          “PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto.

          “Person” means all natural persons, corporations, limited partnerships, general partnerships, joint stock companies, limited liability companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and federal and state governments and agencies or regulatory authorities and political subdivisions thereof, or any other entity.

          “Plan” means any employee benefit plan subject to the provisions of Title IV of ERISA which is maintained in whole or in part for employees of Borrowers or any Affiliate of Borrowers.

          “Principal Receivables” means as of the date of determination, Receivables (including discounts) net of unearned interest and unearned commission.

          “Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

          “Purchased Receivables” means those specific Receivables purchased by Borrowers prior to the date hereof in connection with purchase transactions consummated in October, 2007, December, 2007 and July, 2008.

          “Real Estate Related Accounts” means Receivables arising from loans (a) the proceeds of which are used to purchase or improve real property; or (b) collateralized or secured by an interest in real property; and shall include without limitation home equity accounts.

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          “Receivables” means all chattel paper (as defined in the UCC) and all lien, title retention and security agreements, chattel mortgages, chattel paper, bailment leases, installment sale agreements, instruments, consumer finance paper and/or promissory notes securing and evidencing loans made, and/or time sale transactions acquired, by a Borrower and any other right of a Borrower to receive payment thereunder, including, without limitation, all loans, extensions of credit or a Borrower’s right to payment for goods sold or services rendered by such Borrower related to those accounts.

          “Related Party” means, collectively, each Borrower, Guarantor, each Subsidiary of a Borrower and/or Guarantor and each Subsidiary and/or Affiliate of a Borrower and/or Guarantor.

          “Reportable Event” has the meaning assigned to that term in Section 4.13 of this Agreement.

          “Request for Advance” means the certificate in the form of Exhibit C attached hereto or an online advance request and made part hereof to be delivered by Borrowers to WFPC as a condition of each Advance pursuant to Section 2.7 hereof.

          “Restricted Payments” means payments by Borrowers, or any of them, (other than payments between Borrowers) which constitute (a) redemptions, repurchases, dividends or distributions of any kind with respect to a Borrower’s capital stock or any warrants, rights or options to purchase or otherwise acquire any shares of a Borrower’s capital stock or (b) payments of principal or interest on Subordinated Debt.

          “Schedule of Receivables and Assignment” means a Schedule of Receivables and Assignment to be submitted by Borrowers to WFPC pursuant to Section 6.2(c) hereof, describing the Receivables assigned and pledged to WFPC on the date hereof and thereafter for the period to which such schedule relates and confirming the assignment and pledge of such Receivables.

          “Senior Debt” means all Debt of Borrowers, or any of them, not expressed to be subordinated or junior to any other Debt of Borrowers, or any of them, and specifically excluding Derivative Liability.

          “Senior Debt to Capital Base Ratio” means the ratio of Senior Debt to Capital Base.

          “Star Financial” means Star Financial Services.

          “Star Financial Receivable” means a Receivable purchased from Star Financial pursuant to the Acquisition Documents.

          “Star Financial Subordinated Debt” means the Debt evidenced by Subordinated Promissory Notes listed on Schedule C attached hereto and made part hereof.

          “Subordinated Debt” means any indebtedness of Borrower for borrowed money and which shall contain provisions subordinating the payment of such indebtedness and the liens and security interests securing such indebtedness to Senior Debt, in form, substance and extent acceptable to WFPC, in its sole discretion.

          “Subordination Agreement” means, individually, and “Subordination Agreements” means,

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collectively (a) the Trafalgar Subordination Agreement, (b) those certain Subordination and Intercreditor Agreements dated as of the date hereof among Borrowers, Guarantor, the holders of the Convertible Debentures and WFPC, (c) those certain Subordination Agreements dated as of the date hereof among Borrowers, Guarantor, the holders of the Star Financial Subordinated Debt and WFPC and (d) any other subordination agreement entered into among Borrowers, a holder of Subordinated Debt and WFPC from time to time, as each of the same may be amended, modified, restated or extended from time to time.

          “Subsidiary” of any entity means any corporation of which such entity directly or indirectly owns or controls at least a majority of the outstanding stock having general voting power. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.

          “Tangible Net Worth” means, at any date, total assets minus total liabilities reduced by the value of convertible debentures and derivative liabilities, minus, to the extent not otherwise excluded (i) the cost of treasury shares; (ii) the amount equal to the value shown on its books of Intangible Assets, including the excess paid for assets acquired over their respective book values on the books of the corporation from which acquired; and (iii) investments in and loans to any Subsidiary or Affiliate or to any shareholder, director or employee of Borrowers, any Subsidiary or any Affiliate.

          “Termination Date” means the earlier of (a) the Maturity Date, as such date may be extended from time to time in accordance with the provisions of Section 2.4 of this Agreement or (b) the date on which the Commitment is terminated and the Loan becomes due and payable pursuant to Section 9.1.

          “Trafalgar” means Trafalgar Capital Specialized Investment Fund, Luxembourg.

          “Trafalgar Documents” means certain Secured Convertible Debentures listed on Schedule D attached hereto and made part hereof.

          “Trafalgar Subordination Agreement” means that certain Subordination and Intercreditor Agreement dated as of the date hereof among Borrowers, Guarantor, Trafalgar and WFPC, as the same may be amended, modified, restated or extended from time to time.

          “WFPC” means Wells Fargo Preferred Capital, Inc., an Iowa corporation, and its respective successors and assigns.

          “WFPC Affiliate” means, in relation to WFPC, any entity controlled, directly or indirectly, by WFPC, any entity that controls, directly or indirectly, WFPC or any entity directly or indirectly under common control with WFPC. For this purpose, “control” of any entity means ownership of a majority of the voting power of such entity.

          “WFPC Senior Collateral” has the meaning assigned to that term in the Intercreditor Agreement.

          “WFPC Senior Debt” means all Debt of Borrowers, or any of them, other than Subordinated Debt and Debt owing to DSC.

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          “WFPC Senior Debt to Capital Base Ratio” means the ratio of WFPC Senior Debt to Capital Base.

          “WFPC Senior Receivables” has the meaning assigned to that term in the Intercreditor Agreement.

          Section 1.2      Rules of Construction.

                    (a)      Accounting Term. Except as otherwise provided herein, financial and accounting terms used in the foregoing definitions or elsewhere in this Agreement shall be defined in accordance with GAAP.

                    (b)      Uniform Commercial Code. Except as otherwise provided herein, terms used in the foregoing definitions or elsewhere in this Agreement that are defined in the Uniform Commercial Code, including without limitation, “Accounts”, “Documents”, “Instruments”, “General Intangibles”, “Chattel Paper”, “Inventory”, “Goods”, “Equipment”, “Fixtures”, “Supporting Obligations”, “Letter of Credit Rights” and “Investment Property” shall have the respective meanings described to such terms in the Uniform Commercial Code as in effect in the State of Iowa from time to time.

ARTICLE 2

THE REVOLVING CREDIT FACILITY

          Section 2.1      The Loan. Until the Termination Date and subject to the terms and conditions of this Agreement, WFPC shall, upon the prior application of Borrowers, from time to time, make Advances to Borrowers on or after the date of this Agreement, which Borrowers may repay and reborrow from time to time, in the maximum principal amount at any one time outstanding not to exceed the lesser of the amount of the Commitment or the Borrowing Base in effect as of the date of determination, as follows:

                    (a)      WFPC shall establish on its books an account in the name of Borrowers (the “Borrowers’ Loan Account”). A debit balance in Borrowers’ Loan Account shall reflect the amount of Borrowers’ indebtedness to WFPC from time to time by reason of Advances and other appropriate charges (including, without limitation, interest charges) hereunder. At least once each month, WFPC shall provide to Borrowers a statement of Borrowers’ Loan Account which statement shall be considered correct and accepted by Borrowers and conclusively binding upon Borrowers in the absence of manifest error unless Borrowers notify WFPC to the contrary within 30 days of WFPC’s providing such statement to Borrowers.

                    (b)      Borrowers shall prepare a completed Availability Statement as of each month end and forward such statement to WFPC by the 20th day of the following month.

                    (c)      Each Advance made hereunder shall, in accordance with GAAP, be entered as a debit to Borrowers’ Loan Account, and shall be in a principal amount which, when aggregated with all other Advances then outstanding, shall not exceed the lesser of the then effective Borrowing Base

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or Commitment.

                    (d)      The Loan shall be due and payable to WFPC on the Termination Date. Upon the occurrence of an Event of Default, WFPC shall have rights and remedies available to it under Article 9 of this Agreement.

                    (e)      WFPC has the right at any time, and from time to time, in its reasonable discretion (but without any obligation) to set aside reasonable reserves against the Borrowing Base in such amounts as it may deem appropriate.

          Section 2.2      The Note. The indebtedness of Borrowers to WFPC hereunder shall be evidenced by the Note. The principal amount of the Note will be the Maximum Principal Amount; provided, however, that notwithstanding the face amount of the Note, Borrowers’ liability under the Note shall be limited at all times to the actual indebtedness (principal, interest and fees) then outstanding and owing by Borrowers to WFPC hereunder.

          Section 2.3      Method of Payment. Borrowers shall make all payments of principal and interest on the Note in lawful money of the United States of America and in funds immediately available by wire transfer, to WFPC at its address referred to in Section 10.4 of this Agreement or at such other address as WFPC otherwise directs. Whenever any payment is due on a day, which is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and interest shall be paid for such extended time.

          Section 2.4      Extension and Adjustment of Maturity Date. Upon the mutual agreement of all parties to this agreement, the Maturity Date may be extended. Any extension to the Maturity Date shall be in writing and executed by the authorized representatives of each party.

          Section 2.5      Use of Proceeds. Advances shall be used to finance (a) the consummation of the Acquisition on the date hereof, (b) Borrowers acquisition of Borrowers’ portfolios of Consumer Purpose Loans which constitute Eligible Receivables and (c) for other lawful corporate purposes except as limited under this Agreement.

          Section 2.6      Interest.

                    (a)      In the absence of an Event of Default or Default hereunder, the outstanding balance of the Loan will bear interest at an annual rate at all times equal to the Base Rate plus the Applicable Margin.

                    (b)      Interest shall be payable monthly in arrears on the first day of each month commencing on the first such date after the first Advance under the Loan and continuing until the Commitment is terminated and Obligations are indefeasibly paid in full. Interest as provided hereunder will be calculated on the basis of a 360 day year and the actual number of days elapsed. The rate of interest provided for hereunder is subject to increase or decrease when and as the Base Rate increases or decreases in an amount corresponding to the change in the Base Rate. Any such change in interest rate hereunder shall take effect the first day of the month following a change in the Base Rate.

                    (c)      Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default or Default hereunder, including after maturity and before and after judgment, Borrowers hereby agree to pay to WFPC interest on the outstanding principal balance of the

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Loan and, to the extent permitted by law, overdue interest with respect thereto, at the rate of 2.50% per annum above the rate otherwise applicable to the Loan.

                    (d)      To the extent permitted by law, payments of interest and fees not received within 10 days of the date due, are subject to a late charge equal to the greater of $500 or 5.0% of the amount past due, which late charge shall be in addition to any charge, fee or interest otherwise payable hereunder.

          Section 2.7      Advances.

                    (a)      Borrower Agent shall notify WFPC in writing not later than 10:00 a.m., Des Moines, Iowa, time, on the date of each requested Advance under the Commitment, specifying the date, amount and purpose of the Advance. Such notice shall be submitted via WFPC’s online automatic advance request system or in the form of the Request for Advance, shall be certified by the President or Treasurer (or such other authorized Person as Borrower Agent directs from time to time) of Borrower Agent and shall contain the following information and representations, which shall be deemed affirmed and true and correct as of the date of the requested Advance:

                              (i)      the aggregate amount of the requested Advance, which shall be in multiples of $5,000 but not less than the lesser of $5,000 or the unborrowed balance of the Commitment; and

                              (ii)      statements that the representations and warranties set forth in Article 4 are true and correct as of the date of the Advance; no Event of Default or Default exists either immediately prior to and after making such Advance; and that there has been no material adverse change in Borrowers’ financial condition, operations or business since the date of the monthly and audited annual financial statements most recently delivered by Borrowers to WFPC pursuant to Sections 5.1(l) or 6.2 of this Agreement.

                    (b)      Subject to the satisfaction of the conditions set forth in Section 2.7(a) and 5.2, and the other terms of this Agreement, WFPC shall make the requested Advance available to Borrowers by wiring such amount to an account designated by Borrower Agent and in Borrowers’ name, or as otherwise instructed by Borrower Agent, not later than 5:00 p.m., Des Moines, Iowa, time on the day of the requested Advance.

                    (c)      Each request for an Advance pursuant to this Section 2.7 shall be irrevocable and binding on Borrowers.

          Section 2.8      Prepayment.

                    (a)      Optional Prepayments. Borrowers may prepay the Loan from time to time, in full or in part not to exceed $100,000 without notice, and, in part, in excess of $100,000 upon 7 Business Day’s prior notice to WFPC without premium or penalty, provided that (i) in the event Borrowers repay the Loan in full prior to the Maturity Date, Borrowers shall pay a sum equal to 2.0% of the Commitment as a prepayment fee; (ii) prepayments shall be in a minimum amount of $10,000 and $10,000 increments in excess thereof; and (iii) partial prepayments prior to the Termination Date shall not reduce WFPC’s Commitment under this Agreement and may be reborrowed, subject to the terms and conditions hereof for borrowing, and partial prepayments will be applied first to accrued interest and fees and then to outstanding Advances. Each Borrower acknowledges that the above

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described fee is an estimate of WFPC’s damages in the event of early termination and is not a penalty. In the event of termination of the credit facility established pursuant to this Agreement, all of the Obligations shall be immediately due and payable upon the termination date stated in any notice of termination. All undertakings, agreements, covenants, warranties and representations of Borrowers contained in the Credit Documents shall survive any such termination, and WFPC shall retain its liens in the Collateral and all of its rights and remedies under the Credit Documents notwithstanding such termination until Borrowers have paid the Obligations to WFPC, in full, in immediately available funds, together with the applicable termination fee, if any.

                    (b)      Mandatory Prepayments. In the event that amounts outstanding hereunder at any time exceed the Borrowing Base (whether established by an Availability Statement or otherwise) Borrowers shall pay to WFPC immediately and without demand or notice of any kind required, the amount by which Borrowers’ indebtedness hereunder exceeds the Borrowing Base then applicable, together with all accrued interest on the amount so paid and any fees and costs incurred in connection therewith.

          Section 2.9      Fees. Borrowers shall pay to WFPC, at WFPC’s offices, the following:

                    (a)      Administrative Fee. A non-refundable administrative fee of $1,000 shall be due and payable monthly in arrears on the first day of each month commencing on the first such date after the funding of this Agreement and continuing until the Commitment is terminated and the Obligations are indefeasibly paid in full, in which event a monthly installment of the administrative fee shall be paid on the date of such termination.

                    (b)      Unused Line Fee. Borrowers shall pay a monthly unused line fee at the rate of 0.25% per annum (computed on the basis of a 360 day year and the actual number of days elapsed) on the average daily unused Commitment during such month. Such fee shall be payable monthly in arrears on the first day of each month, and on the Termination Date, unless the Commitment is terminated on an earlier date, in which event the unused line fee shall be paid on the date of such termination.

ARTICLE 3

SECURITY

          Section 3.1      Security Interest. To secure the payment and performance of the Obligations, each Borrower hereby grants to WFPC a continuing general Lien on and a continuing security interest in all of the Collateral, wherever located, whether now owned or hereafter acquired, existing or created, together with all replacements and substitutions therefor, and the cash and non-cash proceeds thereof. Upon execution and delivery of the Intercreditor Agreement and the Trafalgar Subordination Agreement and pursuant to the terms thereof, the Liens and security interests of WFPC in the WFPC Senior Collateral shall be first and prior perfected Liens and security interests pursuant to the terms of the Intercreditor Agreement, and the Liens and security interests of WFPC in all other Collateral shall be first and prior perfected Liens and security interests subject solely to DSC’s prior Lien and security interests. Such Liens and security interests of WFPC in the Collateral may be retained by WFPC until all of the Obligations have been indefeasibly satisfied in full and the Commitment has expired or otherwise has been terminated.

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          Section 3.2      Financing Statements. WFPC is hereby authorized by each Borrower to file any financing statements covering the Collateral or an amendment that adds collateral covered by the financing statement or an amendment that adds a debtor to a financing statement, in each case whether or not a Borrower’s signature appears thereon. Borrowers agree to comply with the requirements of all state and federal laws and requests of WFPC in order for WFPC to have and maintain a valid and perfected security interest in the Collateral with the priorities set forth in the Intercreditor Agreement and the Trafalgar Subordination Agreement.

          Section 3.3      Delivery of Documents. All Receivables of Borrowers shall be stamped and assigned to WFPC as follows to evidence the assignment to WFPC:

The within instrument or agreement is pledged as collateral to Wells Fargo Preferred Capital, Inc., its successors and assigns.

          Borrowers shall: (a) upon the request of WFPC, deliver to WFPC, the Collateral and all Documents, General Intangibles and Instruments relating to Collateral and, upon request of WFPC, deliver to WFPC or its designee any other property in which Borrowers have granted WFPC a security interest hereunder, including, but not limited to, all of Borrowers’ Books and Records including all computers, computer related equipment, tapes and software; (b) execute and deliver to WFPC, for the benefit of WFPC, such assignments, mortgages, financing statements, amendments thereto and continuation statements thereof, in form satisfactory to WFPC, and such additional agreements, documents or instruments as WFPC may, from time to time, require to evidence, perfect and continue to perfect WFPC’s liens and security interests granted hereunder and (c) clearly and accurately note and differentiate in its books and records the specific listings of DSC Senior Receivables and WFPC Senior Collateral. The preceding sentence shall apply only to the WFPC Senior Collateral until DSC Credit Satisfaction. WFPC may in its sole discretion record or file any such document, instrument or agreement, including, without limitation, this Agreement, as it may from time to time deem desirable.

          Section 3.4      Collections. Notwithstanding the assignment (but not in any way to be deemed or construed to impair or affect the security interest granted hereunder) of the Receivables by Borrowers to WFPC, until notice to the contrary is provided to Borrowers by WFPC or until the occurrence of a Default or an Event of Default, Borrowers may service, manage, enforce and receive Collections on Receivables for the account of WFPC. Borrowers shall have no power to make any unusual allowance or credit to any obligor without WFPC’s prior written consent.

Upon notice by WFPC at any time following the occurrence of an Event of Default, WFPC may require Borrowers to endorse and deposit all Collections within one Business Day of receipt thereof and in the original form received (except for the endorsement of Borrowers, if necessary, to enable the collection of instruments for the payment of money, which endorsements Borrowers hereby agree to make) in such account maintained with such depository as WFPC may from time to time specify, such account to limit withdrawals by Borrowers therefrom only to the order of WFPC, but to permit withdrawals by WFPC therefrom without the co-signature of a Borrower. Following the occurrence of an Event of Default WFPC may also require Borrowers to enter into an appropriate lock box agreement with WFPC or another financial institution acceptable to WFPC, in form and content acceptable to WFPC, with respect to opening and maintaining a lock box arrangement for the Collections. Such lock box agreements shall be irrevocable so long as Borrowers are indebted to WFPC under this Agreement and this Agreement remains in effect. This Section 3.4 shall apply only

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to collections on WFPC Senior Collateral until DSC Credit Satisfaction.

          Section 3.5      Additional Rights of WFPC; Power of Attorney.

                    (a)      In addition to all the rights granted to WFPC hereunder, WFPC shall have the right, at any time following the occurrence and during the continuance of a Default or an Event of Default, to notify the obligors and account debtors of all Collateral to make payment thereon directly to WFPC, and to take control of the cash and non-cash proceeds of such Collateral; provided, however, that once such notification is given to such obligors, it shall not be vitiated by a subsequent cure of such default without the prior written consent of WFPC. When Collections received by WFPC have been converted into cash form, WFPC shall forthwith apply the same first in discharge of all expenses, fees, costs and charges including attorneys’ fees and costs of Collections; second to pay all interest accrued under the Note and this Agreement; third to pay principal due under the Note and this Agreement; and then to pay any other sums due to WFPC under the terms of this Agreement. This Section 3.5(a) shall apply only to collections on WFPC Senior Collateral until DSC Credit Satisfaction.

                    (b)      Each Borrower irrevocably appoints WFPC its true and lawful attorney, with power of substitution, to act in the name of such Borrower or in the name of WFPC or otherwise, for the use and benefit of WFPC, but at the cost and expense of Borrowers, without notice to Borrowers following the occurrence of an Event of Default: to demand, collect, receipt for and give renewals, extensions, discharges and releases of any Receivables; to institute and to prosecute legal and equitable proceedings to realize upon any Receivables; to settle, compromise, or adjust claims; to take possession and control in any manner and in any place of any cash or non-cash items of payment or proceeds thereof; to endorse the name of such Borrower upon any notes, checks, drafts, money orders, or other evidences of payment of Receivables; to sign such Borrower’s name on any instruments or documents relating to any of the Collateral or on drafts against account debtors; to do all other acts and things necessary, in WFPC’s sole judgment, to effect collection of the Receivables or protect its security interest in the Collateral; and generally to sell in whole or in part for cash, credit or property to others or to itself at any public or private sale, assign, make any agreement with respect to or otherwise deal with the Receivables as fully and completely as though WFPC were the absolute owner thereof for all purposes, except to the extent limited by any applicable laws and subject to any requirement of notice to Borrowers or other Persons under applicable laws. This Section 3.5(b) shall apply only to collections on WFPC Senior Collateral until DSC Credit Satisfaction.

                    (c)      Each Borrower hereby agrees to indemnify and hold WFPC harmless from and against any and all expenses, costs, liabilities or damages (including reasonable attorneys fees) sustained by WFPC by reason of any misrepresentation, breach of warranty or breach of covenant by Borrowers whether caused by Borrowers or any obligor, or whether caused by any other Person if Borrowers knew of or reasonably should have known that facts, circumstances or information on which Borrowers relied were false, incorrect or incomplete in any material respect, and also all court costs and all other expenses WFPC incurs in enforcing or attempting to enforce payment of the Loan or any Receivables, in supervising the records and proper management and disposition of the Collection of Receivables or in prosecuting or defending any of WFPC’s rights under this Agreement.

          Section 3.6      Additional Collateral Provisions.

                    (a)      Borrowers will defend the Collateral against all Liens (other than Liens of WFPC, DSC and other Liens expressly permitted pursuant to Section 7.6), and claims and demands of

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all Persons at any time claiming the same or any interest therein. Furthermore, Borrowers shall promptly notify WFPC in writing upon incurring or otherwise obtaining a Commercial Tort Claim against any third party, and, upon the request of WFPC, shall promptly enter into such security agreements and do such other things or acts deemed appropriate by WFPC to give WFPC a fully valid, perfected and enforceable security interest in any such Commercial Tort Claim. The definition of “Collateral” shall include any such Commercial Tort Claim, and the authorization given by Borrowers to WFPC in Section 3.2 above to file financing statements covering the Collateral shall include the authorization to file financing statements with respect to any such Commercial Tort Claim. Borrowers warrant and represent that they do not own any Commercial Tort Claims as of the date hereof.

                    (b)      In addition to the foregoing, Borrowers shall perform all further acts that may be lawfully and reasonably required by WFPC to secure WFPC and effectuate the intentions and objects of this Agreement, including, but not limited to, the execution and delivery of lockbox agreements, cash collateral account agreements, mortgages, security agreements, contracts and any other documents required hereunder, as well as obtain landlord waivers. At the request of WFPC, Borrowers shall, immediately deliver (with execution by Borrowers of all necessary documents or forms to reflect, implement or enforce all Liens described herein thereon) to WFPC all certificates of title to note the Lien of WFPC thereon and all items of Property for which WFPC must receive possession to obtain and/or maintain perfected security interests.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

          Each Borrower represents and warrants and shall continue to represent and warrant to WFPC until the Obligations hereunder have been indefeasibly satisfied in full and the Commitment has expired or otherwise has been terminated as follows:

          Section 4.1 Representations and Warranties as to Receivables.

                         (a)      As to the Receivables generally:

                                   (i)      Each Borrower or, where a Borrower was not the original lender, to the best of such Borrower’s knowledge, the original lender or seller had full power and authority to make the loans (or other extensions of credit) evidenced by the Receivables and all such Receivables and all Books and Records related thereto are genuine, based on enforceable contracts and are in all respects what they purport to be;

                                   (ii)      All Receivables have been duly authorized, executed, delivered by the parties whose names appear thereon and are valid and enforceable in accordance with their terms; constitute Chattel Paper; any chattels described in any Receivable are and will be accurately described and are and will be in the possession of the parties granting the security interest therein; and (A) any applicable filing, recording or lien notation law with respect to any collateral securing a Receivable will have been complied with to the extent such filing or recording is necessary under applicable law to create or perfect such Borrower’s security interest in such collateral consistent with its present policy; or (B) a Borrower shall have procured non-filing insurance from a reputable insurer in an amount not less than the value of the collateral securing such Receivables;

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                                        (iii)      The form and content of all Receivables and the security related thereto and the transactions from which they arose comply in all material respects (and in any event in all respects necessary to maintain and ensure the validity and enforceability of the Receivables) with any and all applicable laws, rules and regulations, including without limitation, the Consumer Finance Laws;

                                        (iv)      The original amount and unpaid balance of each Receivable on Borrowers’ Books and Records and on any statement or schedule delivered to WFPC, including without limitation the Schedule of Receivables, is and will be the true and correct amount actually owing to a Borrower as of the date each Receivable is pledged to WFPC, is not subject to any claim of reduction, counterclaim, set-off, recoupment or any other claim, allowance or adjustment; and no Borrower has any knowledge of any fact which would impair the validity or collectibility of any Receivables;

                                        (v)      All security agreements, title retention instruments, mortgages and other documents and instruments which are security for Receivables contain a correct and sufficient description of the real or personal property covered thereby, and, subject to the rights of WFPC hereunder and the interests of Borrowers as holder of such security agreements, title retention instruments or mortgages or other documents or instruments, are or create first and prior perfected security interests and Liens;

                                        (vi)      Borrowers have made an adequate credit investigation of the obligor of each Receivable (other than the obligors under the Star Financial Receivables) and has determined that his or her credit is satisfactory and meets the standards generally observed by prudent finance companies and is in conformity in all material respects with Borrowers’ policies and standards; and

                                        (vii)      A Borrower has good and valid indefeasible title to the Receivables, free and clear of all prior assignments, claims, liens, encumbrances and security interests (other than Liens in favor of DSC and Liens in favor of Trafalgar which are expressly subordinated to the Liens in favor of WFPC pursuant to the Trafalgar Subordination Agreement), and has the right to pledge and grant WFPC a first priority security interest in the same with respect to the WFPC Senior Collateral, in the manner provided in this Agreement and as permitted in the Intercreditor Agreement and Trafalgar Subordination Agreement.

          Section 4.2      Organization and Good Standing. Each Borrower is duly organized and validly existing in good standing under the laws of the state identified on Schedule 4.2 attached hereto and made part hereof and has the power and authority to engage in the business it conducts and is qualified and in good standing in those states wherein the nature of business or property owned by it requires such qualification, is not required to be qualified in any other state; or if not so qualified, no adverse effect would result therefrom. The organizational number assigned to each Borrower by the state of its organization is set forth on Schedule 4.2 attached hereto and made part hereof.

          Section 4.3      Perfection of Security Interest. Upon filing of financing statements in all places as, in the opinion of counsel for Borrowers, are necessary to perfect the security interests granted in Article 3 of this Agreement, describing the Collateral and disclosing each Borrower as “Debtor” and WFPC as “Secured Party,” and stamping the legend required under Section 3.3 of this Agreement on such Collateral, WFPC will have a first priority perfected security interest in the WFPC Senior Collateral superior in right of interest to creditors or receivers or a trustee in bankruptcy of Borrowers and second priority perfected security interest in all other Collateral superior in right of interest to

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creditors or receivers or a trustee in bankruptcy of Borrowers other than DSC.

          Section 4.4      No Violations. The making and performance of the Credit Documents and the Acquisition Documents do not and will not violate any provisions of any law, rule, regulation, judgment, order, writ, decree, determination or award or breach any provisions of the charter, bylaws or other organizational documents of any Borrower, or constitute a default or result in the creation or imposition of any security interest in, or lien or encumbrance upon, any assets of any Borrower (immediately or with the passage of time or with the giving of notice and passage of time, or both) under any other contract, agreement, indenture or instrument to which a Borrower is a party or by which a Borrower or its property is bound and no failure of it to comply with any suit, law, rule, regulation, judgment, order, writ, decree, determination or award would have an adverse effect.

          Section 4.5      Power and Authority.

                         (a)      Each Borrower has full power and authority under the law of the state of its organization and under its organizational documents to enter into, execute and deliver and perform the Credit Documents and the Acquisition Documents; to borrow monies hereunder, to incur the obligations herein provided for and to pledge and grant to WFPC a security interest in the Collateral; and

                         (b)      All actions (corporate or otherwise) necessary or appropriate for each Borrower’s execution, delivery and performance of the Credit Documents and the Acquisition Documents have been taken.

          Section 4.6      Validity of Agreements. Each of the Credit Documents and each of and the Acquisition Documents is, or when delivered to WFPC will be, duly executed and constitute valid and legally binding obligations of each Borrower enforceable against such Borrower in accordance with their respective terms.

          Section 4.7      Litigation. There is no order, notice, claim, action, suit, litigation, proceeding or investigation pending or, threatened against or affecting any Borrower, whether or not fully covered by insurance, except as identified and described on Schedule 4.7 attached hereto and made part hereof.

          Section 4.8      Compliance. Each Borrower is in compliance in all material respects with all applicable laws and regulations, federal, state and local (including all Consumer Finance Laws and those administered by the Local Authorities), material to the conduct of its business and operations; each Borrower possesses all the franchises, permits, licenses, certificates of compliance and approval and grants of authority necessary or required in the conduct of its business and the same are valid, binding, enforceable and subsisting without any defaults thereunder or enforceable adverse limitations thereon, and are not subject to any proceedings or claims opposing the issuance, development or use thereof or contesting the validity thereof; and no approvals, waivers or consents, governmental (federal, state or local) or non-governmental, under the terms of contracts or otherwise, are required by reason of or in connection with such Borrower’s execution and performance of the Credit Documents.

          Section 4.9      Accuracy of Information; Full Disclosure.

                         (a)      All financial statements, including any related schedules and notes appended thereto, delivered and to be delivered to WFPC pursuant to this Agreement have been or will be prepared in accordance with GAAP and do and will fairly present the financial condition of each

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Borrower and its consolidated Subsidiaries, if any, on the dates thereof and results of operations for the periods covered thereby and discloses all liabilities (including contingent liabilities) of any kind of such Borrower.

                         (b)      Since the date of the most recent financial statements furnished to WFPC, there has not been any adverse change in the financial condition, business or operations of any Borrower.

                         (c)      All financial statements and other statements, documents and information furnished by Borrowers, or any of them, to WFPC in connection with this Agreement and the Note and the transactions contemplated hereunder do not and will not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading. Each Borrower has disclosed to WFPC in writing any and all facts which materially and adversely affect the business, properties, operations or condition, financial or otherwise, of such Borrower, or such Borrower’s ability to perform its obligations under this Agreement and the Note.

          Section 4.10      Taxes. Each Borrower has filed and will file all tax returns which are required to be filed and has paid or will pay when due all taxes, license and other fees with respect to the Collateral and the business of such Borrower except taxes contested in good faith for which adequate reserves have been established by such Borrower on its Books and Records.

          Section 4.11      Indebtedness. No Borrower has presently outstanding indebtedness or obligations including contingent obligations and obligations under leases of property from others, except the indebtedness and obligations described in Schedule 4.11 attached hereto and made part hereof and in Borrowers’ financial statements which have been furnished to WFPC from time to time pursuant to Section 6.2 of this Agreement.

          Section 4.12      Investments. No Borrower has direct or indirect Subsidiaries or Affiliates, or investments in or loans to any other individuals or business entities (other than Consumer Purpose Loans), except as described in Schedule 4.12 attached hereto and made part hereof.

          Section 4.13      ERISA. Each Borrower and any Subsidiary, and each member of the controlled group of corporations (as such term “controlled group of corporations” is defined in Section 1563 of the Internal Revenue Code of 1986, as amended) of which such Borrower is a member, is in compliance in all material respects with all applicable provisions of ERISA and the regulations promulgated thereunder. No reportable event, as such term (hereinafter called a “Reportable Event’) is defined in Title IV of ERISA, has occurred with respect to, nor has there been terminated, any Plan maintained for employees of any Borrower or any Subsidiary or any member of the controlled group of corporations of which a Borrower is a member.

          Section 4.14      Hazardous Wastes, Substances and Petroleum Products.

                         (a)      Each Borrower (i) has received all permits and filed all notifications necessary to carry on its respective business; and (ii) is in compliance in all respects with all Environmental Control Statutes.

                         (b)      No Borrower has given any written or oral notice to the Environmental Protection Agency (“EPA”) or any state or local agency with regard to any actual or imminently threatened removal, spill, release or discharge of hazardous or toxic wastes, substances or petroleum

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products or properties owned or leased by such Borrower or in connection with the conduct of its business and operations.

                         (c)      No Borrower has received notice that it is potentially responsible for costs of clean-up of any actual or imminently threatened spill, release or discharge of hazardous or toxic wastes or substances or petroleum products pursuant to any Environmental Control Statute.

          Section 4.15      Solvency. Each Borrower is, and after receipt and application of the first Advance will be, solvent such that (a) the fair value of its assets (including without limitation the fair salable value of such Borrower’s Intangible Assets) is greater than the total amount of its liabilities, including without limitation, contingent liabilities, (b) the present fair salable value of its assets (including without limitation the fair salable value of its Intangible Assets) is not less than the amount that will be required to pay the probable liability on its debts as they become absolute and matured, and (c) it is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business. No Borrower intends to, or believe that it will, incur debts or liabilities beyond its ability to pay as such debts and liabilities mature, and is not engaged in a business or transaction, or about to engage in a business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice and industry in which it is engaged. For purposes of this Section 4.15, in computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that reasonably can be expected to become an actual matured liability.

          Section 4.16      Business Location. Each Borrower’s address set forth on Schedule 4.16 attached hereto and made part hereof is the location of such Borrower’s principal place of business and such address, together with the addresses set forth on Schedule 4.16 attached hereto and made part hereof, is the only location where such Borrower keeps its records concerning the Collateral. The location of all other places of business of each Borrower and the names in which each Borrower conducts business at each such location are set forth on Schedule 4.16 attached hereto and made part hereof.

          Section 4.17      Capital Stock. All of the issued and outstanding capital stock or other ownership interest of each Borrower is owned as described on Schedule 4.17 attached hereto and made part hereof, and all such ownership interests are fully paid and non-assessable.

          Section 4.18      No Extension of Credit for Securities. No Borrower is, nor will it be, engaged principally or as one of its important activities in the business of extending credit for the purpose of purchasing or carrying or trading in any margin stocks or margin securities (within the meaning of Regulations G, U and X of the Board of Governors of the Federal Reserve System) or other securities, and no part of the proceeds of the Loan hereunder has been or will be applied for the purpose of purchasing or carrying or trading in any such stock or securities or of refinancing any credit previously extended, or of extending credit to others, for the purpose of purchasing or carrying any such margin stock, margin securities or other securities in contravention of such Regulations.

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ARTICLE 5

CONDITIONS TO LOAN

          Section 5.1      Documents to be Delivered to WFPC Prior to First Advance. Prior to the effectiveness of this Agreement, Borrowers shall deliver or caused to be delivered to WFPC (all documents to be in form and substance satisfactory to WFPC in its sole and absolute discretion):

                         (a)      Credit Documents. This Agreement, the Note and all other Credit Documents duly and properly executed by the parties thereto;

                         (b)      Searches. Uniform Commercial Code, tax and judgment searches against each Borrower and Star Financial in those offices and jurisdictions as WFPC shall reasonably request which shall show that no financing statement, liens, or assignments or other filings have been filed or remain in effect against each Borrower or any Collateral except for those Liens, financing statements, assignments or other filings of DSC or with respect to which the secured party or existing lender (i) has delivered to WFPC Uniform Commercial Code termination statements or other documentation evidencing the termination of its Liens and security interests in Collateral, (ii) has agreed in writing to release or terminate its Lien and security interest in Collateral upon receipt of proceeds of the Advances or (iii) has delivered a Subordination Agreement to WFPC with respect to its Lien and security interest in the Collateral, all in a form and substance satisfactory to WFPC in its sole discretion.

                         (c)      Organizational Documents. A copy of each Borrower’s and Guarantor’s (i) organization documents, certified as of a recent date by such Person’s corporate secretary (or other appropriate officer), and (ii) bylaws, partnership agreement or operation agreement, as applicable, certified as of a recent date by such Person’s corporate secretary (or other appropriate officer); together with certificates of good standing existence or fact in such Person’s state or province of organization and in each jurisdiction in which such Person is qualified to do business, each dated within 30 days from the date of this Agreement.

                         (d)      Authorization Documents. A certified copy of resolutions of each Borrower’s and Guarantor’s board of directors, members or partners, as applicable, authorizing the execution, delivery and performance of the Note, this Agreement and all other Credit Documents, the pledge of the Collateral to WFPC as security for the Loan made hereunder and the borrowing evidenced by the Note and designating the appropriate officers to execute and deliver the Credit Documents;

                         (e)      Incumbency Certificates. A certificate of each Borrower’s and Guarantor’s corporate secretary (or other appropriate officer) as to the incumbency and signatures of officers of such Borrower signing this Agreement, the Note and other Credit Documents;

                         (f)      Opinion of Counsel. WFPC shall have received a written opinion of Borrowers’ counsel and Guarantor’s counsel addressed to WFPC in form and substance satisfactory to WFPC in its sole discretion;

                         (g)      Officer’s Certificate. A certificate, dated the date of this Agreement, signed by the President of each Borrower, to the effect that (i) all representations and warranties set forth in this Agreement are true and correct as of the date hereof in all material respects and (ii) no Default or Event of Default hereunder has occurred, each Borrower’s corporate seal being affixed to such

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certificate and each Borrower’s corporate secretary attesting thereto;

                         (h)      Financing Statements and Collateral Documents. The financing statements, amendments thereto, and other documents required by Sections 3.2 and 3.3;

                         (i)      Guaranty. The Guaranty duly executed by Guarantor;

                         (j)      Intercreditor Agreement and Subordination Agreements. The Intercreditor Agreement duly executed by DSC, Borrowers and Guarantor and the Subordination Agreements duly executed by each holder of Subordinated Debt, together with copies of the documents, instruments and writings evidencing such Subordinated Debt;

                         (k)      Due Diligence. Completion of WFPC’s due diligence, including a collateral audit, with results satisfactory to WFPC;

                         (l)      Financial Information. A copy of each of the reports required pursuant to Section 6.2 of this Agreement for the period most recently ended prior to the date hereof;

                         (m)      Availability Statement. A completed Availability Statement required under Section 2.1(b) of this Agreement;

                         (n)      Request for Advance. A completed Request for Advance required under Section 2.7(a) of this Agreement;

                         (o)      Insurance. Evidence of insurance issued by a reputable carrier with respect to each Borrower’s fire, casualty, liability, and other insurance covering its Property;

                         (p)      Acquisition. Fully executed copies of the Acquisition Documents and evidence of the consummation of the Acquisition.

                         (q)      Updated Data Tape. An updated data tape on Borrowers’ new operating system.

                         (r)      Other Documents. Such additional documents as WFPC reasonably may request.

          Section 5.2      Conditions to all Advances. The obligation of WFPC to make each subsequent Advance hereunder pursuant to Section 2.1 is conditioned upon (a) Borrowers’ satisfaction of each of the conditions specified in Sections 2.1, 2.7 and 5.1, (b) the continuing accuracy of the representations and warranties made by Borrowers under this Agreement, and (c) the absence, after giving effect to such Advance and the receipt of the proceeds thereof and the retirement of any indebtedness then being retired out of the proceeds of such Advance, of any Default or Event of Default.

ARTICLE 6

AFFIRMATIVE COVENANTS

          In addition to the covenants contained in Article 3 and 4 of this Agreement relating to the

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Collateral, until all Obligations have been indefeasibly satisfied in full and the Commitment has expired or otherwise has been terminated, each Borrower covenants and agrees as follows:

          Section 6.1      Place of Business and Books and Records. Each Borrower will promptly advise WFPC in writing of (a) the establishment of any new places of business by such Borrower and of the discontinuance of any existing places of business of such Borrower; (b) the creation of any new Subsidiaries or Affiliates, (c) the acquisition and or use of any trade name or trade style and (d) amendments to the DSC Credit Documents and at such time deliver to WFPC copies thereof.

          Section 6.2      Reporting Requirements. Borrowers will deliver to WFPC:

                         (a)      within 20 days after the end of each month, company prepared consolidated and consolidating financial statements of Guarantor’s and its Subsidiaries’ business for such previous month, consisting of a balance sheet, income statement, statement of cash flow, and consolidating schedules as of the end of such month, all in reasonable detail, prepared in accordance with GAAP consistently applied, subject to year-end adjustments, together with a covenant compliance certificate.

                         (b)      within 120 days after the close of each fiscal year, commencing with the fiscal year ending January 31, 2010, consolidated and consolidating financial statements of Guarantor and its Subsidiaries for the fiscal year then ended consisting of a balance sheet, income statement and statement of cash flow of Guarantor and its Subsidiaries as of the end of such fiscal year, all in reasonable detail, including all supporting schedules and footnotes, prepared in accordance with GAAP consistently applied, and shall be audited and certified without qualification by an independent certified public accountant selected by Guarantor and acceptable to WFPC and accompanied by the unqualified opinion of such accountant, a covenant compliance certificate and an Annual Compliance Certificate; and cause WFPC to be furnished at the time of completion thereof, a copy of any management letter for Guarantor and its Subsidiaries prepared by such certified public accounting firm.

                         (c)      within 20 days after the end of each month for the prior month and at any other time as WFPC may require, an Availability Statement (together with all supporting schedules), a Schedule of Receivables and Assignment, detailed aging of Receivables, books and records consisting of data tape information, static pool reports and such other information, documentation and reports reasonably requested by WFPC.

                         (d)      on the second (2^nd) Business Day of each calendar week for the prior week and at any other time as WFPC may reasonably require, an Availability Statement (together with all supporting schedules), a Schedule of Receivables and Assignment, detailed aging of Receivables and such other information, documentation and reports reasonably requested by WFPC.

                         (e)      upon request from time to time, an Annual Compliance Certificate.

                         (f)      upon request from time to time, copies of Borrowers’ corporate income tax returns, including any schedules attached thereto, and copies of Guarantor’s income tax returns, including any schedules attached thereto, filed with the with applicable federal, state or provincial authority promptly after the filing thereof.

          Section 6.3      Books and Records. Borrowers will keep accurate and complete Books and Records concerning the Collateral and all transactions with respect thereto consistent with sound

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business practices (including, without limitation, accurately account for insurance commissions) and will comply with WFPC’s reasonable requirements, from time to time in effect, including those concerning the submission of reports on all items of Collateral including those which are deemed to be delinquent. The form of delinquency reports, the frequency with which such reports shall be submitted to WFPC (which in any case shall be no less frequently than monthly) and the standards for determining which Collateral transactions are deemed delinquent for this purpose, shall at all times be satisfactory to WFPC. WFPC shall have the right at any time and from time to time during regular business hours, at Borrowers’ expense, to inspect, audit, and copy the Books and Records of Borrowers and inspect and audit any Collateral.

          Section 6.4      Financial Covenants. Borrowers shall maintain the following financial covenants (based on consolidated financial statements of Borrowers and their consolidated Subsidiaries unless otherwise indicated):

                         (a)      EBITDA Ratio. As of the end of each calendar month commencing with the calendar month ending September 30, 2009, an EBITDA Ratio of not less than 2.0 to 1.0.

                         (b)      Asset Quality. An Asset Quality of not more than the following:

Testing Period	Asset Quality
June 30, 2009, July 31, 2009, August 31, 2009, September 30, 2009, October 31, 2009, November 30, 2009 and December 31, 2009	34%
January 31, 2010 and each calendar month thereafter	30%

                         (c)      Allowance for Loan and Lease Losses. At all times the aggregate value of its allowance for loan and lease losses, (inclusive of dealer reserves, discounts and funded loss reserves), as calculated in accordance with GAAP, in an amount not less than the greater of (a) 20% of the Principal Receivables or (b) Principal Receivables for the most recent month end multiplied by the ratio of cumulative net charge-offs (including amounts charged against dealer reserves and holdback reserves for the most recently completed twelve (12) month period to the average Principal Receivables for the same twelve (12) month period plus 100% of repossessions on hand or (c) an amount pursuant to the recommendation of the independent certified public accountant auditing Borrowers’ financial statements.

                         (d)      Senior Debt to Capital Base Ratio. As of the end of each calendar month, a Senior Debt to Capital Base Ratio of not more than the following:

Testing Period	Senior Debt to Capital Base Ratio
June 30, 2009, July 31, 2009 and August 31, 2009	7.5 to 1
September 30, 2009, October 31, 2009 and November 30, 2009	6.5 to 1

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December 31, 2009, January 31, 2010 and February 28, 2010	5.5 to 1
March 31, 2010, April 30, 2010 and May 31, 2010	4.5 to 1
June 30, 2010 and each calendar month thereafter	4.0 to 1

                         (e)      Charge-off Policy. Receivables must be charged off (on a monthly basis) with respect to which no payment due and owing thereunder hereunder has been made for a period that is equal to or greater than 120 days, as determined on a contractual basis.

                         (f)      WFPC Senior Debt to Capital Base Ratio. As of the end of each calendar month, a WFPC Senior Debt to Capital Base Ratio of not more than:

Testing Period	WFPC Senior Debt to Capital Base Ratio
June 30, 2009, July 31, 2009, August 31, 2009, September 30, 2009 and October 31, 2009	3.50 to 1
November 30, 2009, December 31, 2009 and January 31, 2010	3.0 to 1
February 28, 2010 and each calendar month thereafter	2.50 to 1

Borrowers’ failure to comply with Section 6.4(c) or Section 6.4(e) shall not, in itself, constitute an Event of Default so long as such shortfalls are deducted, as contemplated by the terms of this Agreement, from the determination of the other financial covenants contained herein.

          Section 6.5      Compliance With Applicable Law.

                         (a)      All Receivables shall comply in all material respects with all applicable federal, state and local laws, rules, regulations, proclamations, statutes, orders and interpretations at the time when WFPC obtains any interest therein pursuant to this Agreement.

                         (b)      Each Borrower shall comply in all respects with all local, state and federal laws and regulations applicable to its business including without limitation the Consumer Finance Laws, Environmental Control Statutes, and all laws and regulations of the Local Authorities, and the provisions and requirements of all franchises, permits, certificates of compliance and approval issued by regulatory authorities and other like grants of authority held by Borrowers; and notify WFPC immediately (and in detail) of any actual or alleged failure to comply with or perform, breach, violation or default under any such laws or regulations or under the terms of any of such franchises or licenses, grants of authority, or of the occurrence or existence of any facts or circumstances which with the passage of time, the giving of notice or otherwise could create such a breach, violation or default or could occasion the termination of any of such franchises or grants of authority.

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                         (c)      With respect to the Environmental Control Statutes, Borrowers shall notify WFPC when, in connection with the conduct of Borrowers’ business or operations, any Person (including, without limitation, EPA or any state or local agency) provides oral or written notification to any Borrower or any Subsidiary with regard to an actual or imminently threatened removal, spill, release or discharge of hazardous or toxic wastes, substances or petroleum products; and notify WFPC immediately (and in detail) upon the receipt by any Borrower of an assertion of liability under the Environmental Control Statutes, of any actual or alleged failure to comply with or perform, breach, violation or default under any such statutes or regulations or of the occurrence or existence of any facts, events or circumstances which with the passage of time, the giving of notice, or both, could create such a breach, violation or default.

          Section 6.6      Notice of Default. Borrowers will promptly notify WFPC of the occurrence of any Default or Event of Default hereunder or under the Note or of any fact, condition or event which, with the giving of notice, passage of time, or both, would become a Default or an Event of Default.

          Section 6.7      Corporate Existence, Properties. Borrowers will (a) do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and comply with all laws applicable to it; (b) maintain, preserve and protect all franchises, licenses and trade names and preserve all the remainder of its property used or useful in the conduct of its business; and (c) maintain in effect insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as shall be consistent with prudent business practices in the industry and furnish to WFPC from time to time, upon their request therefor, evidence of same.

         Section 6.8      Payment of Indebtedness; Taxes. Borrowers will (a) pay all of their indebtedness and obligations promptly and in accordance with normal terms; and (b) pay and discharge or cause to be paid and discharged promptly all taxes, assessments, and governmental charges or levies imposed upon it or upon its income and profits, or upon any of its property, real, personal or mixed, or upon any part thereof, before the same shall become in default, as well as all lawful claims for labor, materials and supplies or otherwise which, if unpaid, might become a lien or charge upon such properties or any part thereof; provided, however, that Borrowers shall not be required to pay and discharge or to cause to be paid and discharged any such indebtedness, tax, assessment, charge, levy or claim so long as the validity thereof shall be contested in good faith by appropriate proceedings and Borrowers shall have set aside on their books adequate reserves (as may be required in accordance with GAAP) with respect to any such indebtedness, tax, assessment, charge, levy or claim, so contested.

          Section 6.9      Notice Regarding Any Plan. Borrowers shall furnish to WFPC:

                         (a)      as soon as possible, and in any event within 10 days after any senior officer of Borrowers know or have reason to know that any Reportable Event has occurred with respect to any Plan maintained in whole or in part for the employees of a Borrower or any of their Subsidiaries, a statement of the President or Treasurer of Borrowers setting forth details as to such Reportable Event and the action which is proposed to be taken with respect thereto, together with a copy of the notice of such Reportable Event given to the Pension Benefit Guaranty Corporation; and

                         (b)      promptly after receipt thereof, a copy of any notice which a Borrower may receive from the Pension Benefit Guaranty Corporation relating to the intention of a Borrower to terminate any Plan maintained in whole or in part for the benefit of employees of any Borrower or any

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of their Subsidiaries or to appoint a trustee to administer any such Plan.

          Section 6.10      Other Information. From time to time upon request of WFPC, Borrowers will furnish to WFPC such additional information and reports regarding the Collateral and the operations, businesses, affairs, prospects and financial condition of Borrowers and their Subsidiaries as WFPC may request.

          Section 6.11      Litigation. Borrowers will promptly notify WFPC of any litigation or action instituted or, to Borrowers’ knowledge, threatened against any Borrower or any of their Subsidiaries and of the entry of any judgment or lien against any property of Borrower in an amount of $150,000 or more as to any separate action, litigation, judgment or lien instituted, threatened or entered or in an aggregate amount of $300,000 or more as to all actions, litigation, judgment, or liens instituted, threatened or entered.

          Section 6.12      Business Location, Legal Name and State of Organization. Borrowers shall notify WFPC: at least 30 days prior to: (i) any proposed change in a Borrower’s principal place of business, a Borrower’s legal name or a Borrower’s state of organization; (ii) any additional places of business of any Borrower or any Subsidiaries; (iii) the change in the names in which a Borrower or any Subsidiary conducts business at each such location; and (iv) the change of a Borrower’s jurisdiction of organization. Upon request of WFPC, Borrowers will execute and deliver such additional documents, instruments and writings, and take such other action as WFPC shall request to obtain, maintain or continue its perfected Lien on and security interest in the Collateral.

          Section 6.13      Operations. Borrowers shall maintain satisfactory credit underwriting and operating standards, including, with respect to each obligor of each Receivable, the completion of an adequate investigation of such obligor and a determination that the credit history and anticipated performance of such obligor is and will be satisfactory and meets the standards generally observed by prudent finance companies in the subprime automotive finance industry.

          Section 6.14      Senior Management. Borrowers shall at all times be managed by senior management reasonably acceptable to WFPC.

          Section 6.15      Intercreditor Agreement. Borrowers shall at all times comply with the terms and conditions of the Intercreditor Agreement.

          Section 6.16      Control Agreements. On or before the 60^th day from the date hereof, Borrowers shall deliver to WFPC a fully executed Control Agreement with respect to a deposit account to be established and maintained by Borrowers for deposit of proceeds of finance Receivables.

          Section 6.17      Landlord Waiver. On or before the 7^th day from the date hereof, Borrowers shall deliver to WFPC a fully executed landlord waiver (in form and substance satisfactory to WFPC) with respect to the premises leased by Borrowers at 7115 16th Street E, Suite 105, Sarasota Florida 34243.

          Section 6.18      Further Assurances. Borrowers shall from time to time execute and deliver to WFPC such other documents and shall take such other action as may be requested by WFPC in order to implement or effectuate the provisions of, or more fully perfect the rights granted or intended to be granted by Borrowers to WFPC pursuant to the terms of this Agreement, the Note or any other Credit Documents.

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ARTICLE 7

NEGATIVE COVENANTS

          Each Borrower covenants and agrees with WFPC that until all Obligations have been indefeasibly satisfied in full and the Commitment has expired or otherwise has been terminated, no Borrower will do any of the following without the prior written consent of WFPC:

          Section 7.1      Payments to and Transactions with Affiliates. (a) Make any loan, advance, extension of credit or payment to any Affiliate, officer, employee, member, manager, shareholder or director of any Borrower or any Affiliate or (b) enter into any other transaction, including, without limitation, the purchase, sale, lease or exchange of property, or the rendering or any service, to or with any Affiliate or any shareholder, officer, or employee of any Borrower or any Affiliate except for other transactions with or services rendered to any Affiliate of a Borrower in the ordinary course of business and pursuant to the reasonable requirements of the business of such Affiliate and upon terms found by the board of directors of a Borrower to be fair and reasonable and no less favorable to a Borrower than would obtain in a comparable arms’ length transaction with a Person not affiliated with or employed by a Borrower; provided, however, that Borrowers may in any event pay reasonable compensation to any such employee or officer in the ordinary course of Borrowers’ business consistent and commensurate with industry custom and practice for the services provided by such Person. For the avoidance of doubt, this Section 7.1 does not restrict in any way payment to, or transactions with, DSC or between Borrowers.

          Section 7.2      Restricted Payments. Make any Restricted Payment, except that a Borrower may make the following payments and dividends, provided immediately prior to and after giving effect to any payment or dividend no Default or Event of Default shall exist:

                         (a)      Subordinated Debt. dividends directly or indirectly to Guarantor to permit Guarantor to make payments of principal and interest on Subordinated Debt not otherwise prohibited under the subordination provisions applicable to such Subordinated Debt;

                         (b)      Share Purchases. dividends directly or indirectly to Guarantor to permit Guarantor to purchase of shares of (or options to purchase shares of) equity interests in Guarantor or options therefor from employees of any Related Party upon their death, termination of their employment or retirement, so long as before and after giving effect to any such dividend or distribution for such purpose, Borrowers and Guarantor are in compliance on a pro forma basis with the financial covenants set forth in Section 6.4 (as computed for the most recently ended month for which information is available); and

                         (c)      Taxes and Administrative Expenses. dividends directly or indirectly to Guarantor to permit Guarantor to pay (i) taxes of Guarantor and (ii) administrative expenses (including without limitation the payment of reasonable director fees) payable by Guarantor in an aggregate amount, with respect to all such administrative expenses, not to exceed $150,000 in any fiscal year.

          Section 7.3      Indebtedness. Borrow any monies or create any Debt except: (a) borrowings from WFPC hereunder; (b) borrowings from DSC, (c) Subordinated Debt; (d) trade indebtedness in the normal and ordinary course of business for value received; and (e) indebtedness and obligations incurred to purchase or lease fixed or capital assets.

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          Section 7.4      Guaranties. Guarantee or assume or agree to become liable in any way, either directly or indirectly, for any additional indebtedness or liability of others except to endorse checks or drafts in the ordinary course of business.

          Section 7.5      Nature of Business. Engage in any business other than the business in which such Borrower currently is engaged or make any material change in the nature of the financings which such Borrower extends, including without limiting the generality of the foregoing, matters relating to size, type, term, nature and dollar amount.

          Section 7.6      Negative Pledge. Assign, discount, pledge, sell, grant a Lien in or otherwise dispose of or encumber any Receivables or the Collateral except for Liens granted in favor of DSC and the other Liens specifically listed on Schedule 7.6 attached hereto.

          Section 7.7      Investments and Acquisitions. Make any investments in any Person (other than a Borrower); or enter into any new business activities or ventures not related to such Borrower’s business existing as of the date of this Agreement; or create or form any Subsidiary.

          Section 7.8      Compliance with Formula. Permit the aggregate amount of all Advances outstanding at any time to exceed the Borrowing Base.

          Section 7.9      Mergers, Sales, Divestitures. Acquire all or substantially all of the assets or shares of stock of or other equity interest in any Person; acquire Receivables with a value of $250,000, be a party to any consolidation or merger or sell, transfer or otherwise dispose of any Collateral or all or any substantial part of its Property, other than sales of Receivables (excluding the Star Financial Receivables) in amounts not to exceed those set forth in the pro forma financial statements attached hereto as Exhibit D so long as no Event of Default or Default exists at such time or would result therefrom.

          Section 7.10      Use of Proceeds. Use the proceeds of any loan or advance made by WFPC hereunder for purposes other than as expressly set forth in Section 2.5.

          Section 7.11      Ownership and Management. Allow any Borrower to be owned and controlled directly or indirectly by any Person other than the shareholders that own and control such Borrower as of the date of this Agreement.

          Section 7.12      Bulk Purchase. In any purchase transaction, purchase Receivables in an aggregate amount exceeding $250,000.

          Section 7.13      Amendment to Subordinated Debt. Amend or permit the amendment of the documents and instruments evidencing Subordinated Debt or make any prepayment on account of such Subordinated Debt which is not otherwise allowed to be made under the subordination provisions applicable to such Subordinated Debt.

          Section 7.14      Amendment to Other Documents. Amend or permit the amendment of any of the (a) Acquisition Documents, (b) the Trafalgar Documents, (c) the Convertible Debentures or (d) instruments evidencing the Star Financial Subordinated Debt.

ARTICLE 8

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EVENTS OF DEFAULT

          Each of the following events shall constitute an Event of Default under this Agreement:

          Section 8.1      Failure to Make Payments. The failure of Borrowers to make any payment of principal or interest under the Note or this Agreement or any other payment hereunder or in respect of any other Obligation.

          Section 8.2      Information, Representations and Warranties. Any financial statement, written information furnished or representation or warranty, certificates, document or instrument made or given by any Borrower herein or furnished in connection herewith shall be false, misleading or incorrect in any material respect (except with respect to a representation or warranty which contains a materiality qualifier, in which case such representation or warranty is false, misleading or incorrect in any respect).

          Section 8.3      Covenants. (a) The failure of any Borrower to observe, perform or comply with Sections 6.1, 6.5, 6.7, 6.8 or 6.9 of this Agreement and such failure continues for a period of 30 days following the earlier of written notice from WFPC or knowledge by Borrowers, or (b) the failure of any Borrower to observe, perform or comply with any other covenant contained in this Agreement or any other Credit Document.

          Section 8.4      Collateral. At any time after the grant to WFPC of a security interest in or Lien upon any Collateral, WFPC’s interest therein shall for any reason cease to be a valid and subsisting first priority Lien in favor of WFPC with respect to WFPC Senior Collateral and/or a valid and perfected first priority security interest in and to the WFPC Senior Collateral purported to be covered thereby having the priority set forth therein.

          Section 8.5      Defaults Under Other Agreements. Any default by any Borrower which is not cured within any applicable cure period under (a) the DSC Credit Documents, the Trafalgar Documents, any Convertible Debenture or any instrument evidencing the Star Financial Subordinated Debt or (b) any other agreement to which such Borrower is a party and with respect to which the amount claimed exceeds $30,000, singly or in the aggregate.

          Section 8.6      Certain Events. The occurrence of any of the following with respect to any Borrower or Guarantor:

                         (a)      Voluntary Proceedings. It shall (i) apply for or consent to the appointment of a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) be generally not paying its debts as such debts become due as defined in the United States Bankruptcy Code or comparable statute in Canada, (iii) make a general assignment for the benefit of its creditors, (iv) commence a voluntary case under the Bankruptcy Code or comparable statute in Canada, (v) fail to controvert in a timely or appropriate manner, or acquiesce in writing to, any petition filed against it in any involuntary case under the Bankruptcy Code or comparable statute in Canada, or (vi) take any corporate action for the purpose of effecting any of the foregoing.

                         (b)      Involuntary Proceeding. A proceeding or case shall be commenced against it without its application or consent in any court of competent jurisdiction, seeking (i) the liquidation,

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reorganization, dissolution, winding up, or composition or readjustment of debts, of it, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like for it or of all or any substantial part of its assets, or (iii) similar relief in respect of it under any law providing for the relief of debtors, and such proceeding or case shall continue undismissed or unstayed and in effect, for a period of 60 days, or an order for relief against it shall be entered in an involuntary case under the Bankruptcy Code or comparable statute in Canada.

                         (c)      Reportable and Other Events. (i) The occurrence of any Reportable Event which either WFPC determines in good faith constitutes ground for the termination of any Plan by the Pension Benefit Guaranty Corporation (“PBGC”) or for the appointment by the United States District Court of a trustee to administer any Plan; (ii) the institution by the PBGC of proceedings to terminate any Plan; or (iii) the failure of Borrower, or any Subsidiary to meet the minimum funding standards established in Section 412 of the Internal Revenue Code of 1986, as amended.

                         (d)      Change in Ownership or Control. Any Borrower shall be owned or controlled directly or indirectly by any Person other than the shareholders that own or control such Borrower as of the date of this Agreement.

          Section 8.7      Possession of Collateral. A judgment creditor of any Borrower shall take possession or file proceedings to attempt to take possession of any of the Collateral by any means including without limitation, by levy, distraint, replevin, self-help, seizure or attachment.

          Section 8.8      Guarantor. Guarantor shall repudiate, purport to revoke or fail to perform any Guarantor’s obligations under such Guarantor’s Guaranty in favor of the WFPC.

          Section 8.9      Credit Documents. An event of default (however defined) which is not cured within any applicable cure period shall occur under any Credit Document or under any other security agreement, guaranty, mortgage, deed of trust, assignment or other instrument or agreement securing or supporting any obligation of any Borrower under this Agreement or under the Note.

          Section 8.10      Material Adverse Change. A material adverse change in the business, operations, property (including the Collateral), prospects or financial condition of any Borrower or Guarantor shall occur.

          Section 8.11      Swap Agreement. Any default by a Borrower under any Swap Agreement.

ARTICLE 9

REMEDIES OF WFPC AND WAIVER

          Section 9.1      WFPC’s Remedies. Immediately upon the occurrence of any Event of Default specified in this Agreement, the obligation of WFPC to make Advances shall terminate and WFPC may declare the Loan made pursuant to this Agreement and any other Obligation, together with all accrued interest, immediately due and payable without presentment, notice of dishonor, protest or further notice of any kind, all of which Borrowers hereby expressly waive. Upon such occurrence and/or declaration, WFPC shall have, in addition to the rights and remedies given to it by the Note and this Agreement and the other Credit Documents, all the rights and remedies of a secured party as provided in the Iowa Uniform Commercial Code (regardless of whether such Code has been adopted in the jurisdiction where such rights and remedies are asserted) and without limiting the generality of

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the foregoing, and without demand of performance and without other notice (except as specifically required by the Note or this Agreement or the documents executed in connection herewith) or demand whatever to Borrowers all of which are hereby expressly waived, WFPC may, in addition to all the rights conferred upon it by law, exercise one or more of the following rights successively or concurrently: (a) to take possession of the Collateral, or any evidence thereof, proceeding without judicial process or by judicial process (without a prior hearing or notice thereof, which Borrowers hereby expressly waive), (b) to lawfully dispose of the whole or any part of the Receivables or any Collateral, or any other Property, instrument or document pledged as security for any Obligation at public or private sale, without advertisement or demand upon Borrowers, or upon any obligor of Receivables, the Collateral, or any other security, the same being hereby waived, except to the extent otherwise required by law, with the right on the part of WFPC or their respective nominees to become the purchaser thereof as provided by law absolutely freed and discharged from any equity of redemption, and all trusts and other claims whatsoever; (c) after deduction of all reasonable legal and other costs and expenses permitted by law, including attorneys’ fees, to apply the Collateral or all or any portion of proceeds thereof on account of, or to hold as a reserve against, all Obligations; and (d) to exercise any other rights and remedies available to it by law or agreement. Any remainder of the proceeds after indefeasible satisfaction in full of the Obligations shall be distributed as required by applicable law. Notice of any sale or disposition of Collateral shall be given to Borrowers at least 10 Business Days before any intended public sale or the time after which any intended private sale or other disposition of the Collateral is to be made, which Borrowers agree shall be reasonable notice of such sale or other disposition. Notwithstanding the foregoing, upon the occurrence of an Event of Default described in Section 8.6(a) or (b) hereof, the Loan made pursuant to this Agreement and all other Obligations, together with all accrued interest, shall be immediately due and payable in full without presentment, demand, or protest or notice of any kind, all of which Borrowers hereby expressly waive.

          Section 9.2      Waiver and Release by Borrowers. To the extent permitted by applicable law, each Borrower: (a) waives (i) presentment and protest of the Note and this Agreement or any Receivables held by WFPC on which any Borrower is any way liable and (ii) notice and opportunity to be heard, after acceleration in the manner provided in Article 9 of this Agreement, before exercise by WFPC of the remedies of self-help or set-off permitted by law or by any agreement with any Borrower, and except where required hereby or by law, notice of any other action taken by WFPC; and (b) releases WFPC and its respective officers, attorneys, agents and employees from all claims for loss or damage caused by any act or omission on the part of WFPC or its respective officers, attorneys, agents and employees, except willful misconduct or gross negligence.

          Section 9.3      No Waiver. Neither the failure nor any delay on the part of WFPC to exercise any right, power or privilege under the Note or this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other further exercise of any right, power or privilege.

ARTICLE 10

MISCELLANEOUS

          Section 10.1      Indemnification and Release Provisions. Each Borrower hereby agrees to defend WFPC and its directors, officers, agents, employees and attorneys from, and hold each of them harmless against, any and all losses, liabilities (including without limitation settlement costs and

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amounts, transfer taxes, documentary taxes, or assessments or charges made by any governmental authority), claims, damages, interests, judgments, costs, or expenses, including without limitation fees and disbursements of attorneys, incurred by any of them arising out of or in connection with or by reason of this Agreement, the making of the Loan or any Collateral, or any other Credit Document, including without limitation, any and all losses, liabilities, claims, damages, interests, judgments, costs or expenses relating to or arising under any Consumer Finance Laws or Environmental Control Statute or the application of any such statute to Borrower’s properties or assets. Each Borrower hereby releases WFPC and its respective directors, officers, agents, employees and attorneys from any and all claims for loss, damages, costs or expenses caused or alleged to be caused by any act or omission on the part of any of them, other than such loss, damage cost or expense which has been determined by a court of competent jurisdiction to have been caused by the gross negligence or willful misconduct of WFPC. All obligations provided for in this Section 10.1 shall survive any termination of this Agreement or the Commitment and the repayment of the Loan.

          Section 10.2      Amendments. Unless otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement nor consent to any departure by Borrowers therefrom shall in any event be effective unless the same shall be in writing and signed by WFPC.

          Section 10.3      APPLICABLE LAW. THIS AGREEMENT AND ALL DOCUMENTS EXECUTED IN CONNECTION HEREWITH SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN THE STATE OF IOWA AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF IOWA

          Section 10.4      Notices. All communications provided for hereunder shall be in writing and shall be deemed to have been delivered, if delivered in person, or sent by certified mail, postage prepaid, return receipt requested, by reliable overnight courier or by facsimile, as follows:

          If to WFPC:

Wells Fargo Preferred Capital, Inc.
1760 Market Street, Suite 300
Philadelphia, Pennsylvania 19103
Attn:      Mr. William Laird, Senior Vice President
Facsimile: (215) 569-0251

          With a copy to:

Blank Rome LLP
One Logan Square
Philadelphia, Pennsylvania 19103
Attn:     Kevin J. Baum, Esquire
Facsimile: (215) 832-5612

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          If to Borrowers:

Carbiz USA Inc.
7115 16th Street E, Suite 105
Sarasota Florida 34243
Attn:     Mr. Stanton Heintz
Facsimile: (941) 308-2718

          With a copy to:

Shumaker, Loop & Kendrick, LLP
Bank of America Plaza
101 East Kennedy Boulevard, Suite 2800
Tampa, Florida 33602
Attn:     Michael H. Robbins, Esquire
Facsimile: (813) 229-1660

or to such other address as any party shall specify to the other party in writing in accordance with this Section 10.4.

          Section 10.5      Termination and Release. This Agreement shall not terminate until all amounts due under the Note, this Agreement and any other Credit Document and other Obligations, together with all interest and costs due, shall have been indefeasible paid in full and the Commitment has expired or otherwise has been terminated. Upon such termination and payment, the Collateral securing the Loan, the Note, this Agreement and the other Obligations shall be released from the provisions of this Agreement and any right, title and interest of WFPC in or to the same shall cease. Thereafter, WFPC agrees to deliver to Borrowers such documents as Borrowers may reasonably request to release of record any security interest or lien of WFPC in the Collateral.

          Section 10.6      Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. Signature by facsimile and PDF shall bind the parties hereto

          Section 10.7      Costs, Expenses and Taxes. Borrowers agree to pay immediately upon demand therefor, all legal fees and out-of-pocket expenses of WFPC related to the preparation, negotiation, documentation, execution, filing or delivery of this Agreement or any other Credit Document and any and all waivers, amendments or modifications of any of the Credit Documents or any of the terms and provisions thereof and, following any Default or Event of Default hereunder, any and all audits and required inspections permitted under this Agreement or any other Credit Document. Borrowers shall also pay immediately upon demand therefor all fees (including without limitation, legal fees), costs and other expenses incurred in connection with collection of the Loan, the maintenance or preservation of the security interest in the Collateral, the sale, disposition or other realization on the Collateral, or the enforcement of WFPC’s rights hereunder or under any Credit Document. In addition, Borrowers shall also pay any and all stamp and other taxes or filing fees payable or determined to be payable in connection with the execution and delivery of the Note and this Agreement, the Collateral and other documents to be delivered hereunder, and agrees to save WFPC harmless from and against any and all liabilities with respect to or resulting from any delay in payment

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or omission to pay such taxes.

          Section 10.8      Successors and Assigns. This Agreement shall bind and inure to the benefit of each signatory, its successors and assigns, provided, however, that Borrowers may not make an assignment of this Agreement without the prior written consent of WFPC.

          Section 10.9      Effectiveness of Agreement. Anything to the contrary in this Agreement notwithstanding, the provisions hereof shall not be effective until this Agreement is: (a) duly executed, and delivered by authorized officers of Borrowers to WFPC; and (b) duly signed by an authorized officer of WFPC.

          Section 10.10      JURISDICTION AND VENUE. IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY CREDIT DOCUMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER, BORROWERS HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN POLK COUNTY, IOWA AND AGREE NOT TO RAISE ANY OBJECTION TO SUCH JURISDICTION OR TO THE LAYING OR MAINTAINING OF THE VENUE OF ANY SUCH PROCEEDING IN SUCH COUNTY. BORROWERS AGREE THAT SERVICE OF PROCESS IN ANY SUCH PROCEEDING MAY BE DULY EFFECTED UPON IT BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO BORROWERS.

          Section 10.11      WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY CREDIT DOCUMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR WFPC TO ENTER INTO THIS AGREEMENT.

          Section 10.12      REVIEW BY COUNSEL. BORROWERS ACKNOWLEDGE THAT THEY HAVE HAD THE ASSISTANCE OF COUNSEL IN THE REVIEW AND EXECUTION OF THIS AGREEMENT AND, SPECIFICALLY, SECTIONS 10.9 AND 10.10 HEREOF, AND FURTHER ACKNOWLEDGE THAT THE MEANING AND EFFECT OF THE FOREGOING WAIVER OF JURISDICTION AND VENUE OBJECTION AND JURY TRIAL HAVE BEEN FULLY EXPLAINED TO BORROWERS BY THEIR COUNSEL.

          Section 10.13      Exchanging Information. WFPC, Wells Fargo & Company, Wells Fargo Financial, Inc. and all direct and indirect subsidiaries of Wells Fargo & Company or Wells Fargo Financial, Inc. may exchange and share any and all information they may have in their possession regarding Borrowers and their Affiliates with WFPC’s prospective participants, participants, accountants, lawyers and other advisors, WFPC, Wells Fargo & Company, Wells Fargo Financial, Inc. and all direct and indirect subsidiaries of Wells Fargo & Company or Wells Fargo Financial, Inc., and Borrowers waive any right of confidentiality it may have with respect to such exchange of such information.

          Section 10.14      Acknowledgment of Receipt. Each Borrower acknowledges receipt of a copy

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of this Agreement, the Note, each Credit Document and each other document and agreement executed by Borrowers in connection with the Agreement or the Obligations.

ARTICLE 11

INTER-BORROWER PROVISIONS

          Section 11.1      Certain Borrower Acknowledgments and Agreements.

                         (a)      Each Borrower acknowledges that it will enjoy significant benefits from the business conducted by the other Borrowers because of, inter alia, their combined ability to bargain with other Persons including without limitation their ability to receive this credit facility on favorable terms granted by this Agreement and other Credit Documents which would not have been available to an individual Borrower acting alone. Each Borrower has determined that it is in its best interest to procure this credit facility which each Borrower may utilize directly and which receive the credit support of the other Borrowers as contemplated by this Agreement and the other Credit Documents.

                         (b)      WFPC has advised Borrowers that it is unwilling to enter into this Agreement and the other Credit Documents and make available this credit facility extended hereby to any Borrower unless each Borrower agrees, among other things, to be jointly and severally liable for the due and proper payment of the Obligations of each other Borrower under this Agreement and other Credit Documents. Each Borrower has determined that it is in its best interest and in pursuit of its purposes that it so induce Lender to extend credit pursuant to this Agreement and the other Credit Documents executed in connection herewith (i) because of the desirability to each Borrower of this credit facility, the interest rates and the modes of borrowing available hereunder, (ii) because each Borrower may engage in transactions jointly with other Borrowers and (iii) because each Borrower may require, from time to time, access to funds under this Agreement for the purposes herein set forth.

                         (c)      Each Borrower has determined that it has and, after giving effect to the transactions contemplated by this Agreement and the other Credit Documents (including, without limitation, the inter-Borrower arrangement set forth in this Section 11.1) will have, assets having a fair saleable value in excess of the amount required to pay its probable liability on its existing debts as they fall due for payment and that the sum of its debts is not and will not then be greater than all of its Property at a fair valuation, that such Borrower has, and will have, access to adequate capital for the conduct of its business and the ability to pay its debts from time to time incurred in connection therewith as such debts mature and that the value of the benefits to be derived by such Borrower from the access to funds under this Agreement (including, without limitation, the inter-Borrower arrangement set forth in this Section 11.1) is reasonably equivalent to the obligations undertaken pursuant hereto.

                         (d)      Borrower Agent (on behalf of each Borrower) shall maintain records specifying (a) all Obligations incurred by each Borrower, (b) the date of such incurrence, (c) the date and amount of any payments made in respect of such Obligations and (d) all inter-Borrower obligations pursuant to this Section 11. Borrower Agent shall make copies of such records available to WFPC, upon request.

          Section 11.2      Maximum Amount of Joint and Several Liability. To the extent that applicable law otherwise would render the full amount of the joint and several obligations of any Borrower hereunder and under the other Credit Documents invalid or unenforceable, such Borrower’s

37

obligations hereunder and under the other Credit Documents shall be limited to the maximum amount which does not result in such invalidity or unenforceability, provided, however, that each Borrower’s obligations hereunder and under the other Loan Credit shall be presumptively valid and enforceable to their fullest extent in accordance with the terms hereof or thereof, as if this Section 11.2 were not a part of this Agreement.

          Section 11.3      Authorization of Borrower Agent by Borrowers:

                         (a)      Each Borrower hereby irrevocably authorizes Borrower Agent to give notices, make requests, make payments, receive payments and notices, give receipts and execute agreements, make agreements or take any other action whatever on behalf of such Borrower under and with respect to any Credit Document and each Borrower shall be bound thereby. This authorization is coupled with an interest and shall be irrevocable, and WFPC may rely on any notice, request, information supplied by Borrower Agent, every document executed by Borrower Agent in respect of Borrowers or any thereof as if the same were supplied, made or taken by any or all Borrowers. Without limiting the generality of the foregoing, the failure of one or more Borrowers to join in the execution of any writing in connection herewith shall not, unless the context clearly requires, relieve any such Borrower from obligations in respect of such writing.

                         (b)      Borrowers acknowledge that the credit facility provided hereunder is on terms more favorable than any Borrower acting alone would receive and that each Borrower benefits directly and indirectly from all Advances hereunder. Guarantor and, subject only to the terms of Section 11.2, each of the other Borrowers, shall be jointly and severally liable for all Obligations, regardless of, inter alia, which Borrower requested (or received the proceeds of) a particular Advance.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT.

Dated the date and year first set forth above

BORROWERS:	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.
	By:       /s/ Ross R. Lye
	President
WFPC:	WELLS FARGO PREFERRED CAPITAL, INC.
	By:       /s/ William M. Laird
	Senior Vice President

[SIGNATURE PAGE TO LOAN AND SECURITY AGREEMENT]
S-1

EX-99.4

PROMISSORY NOTE

$20,000,000 June 15, 2009

          For value received, and intending to be legally bound, the parties listed on the signature page hereto (the “Borrowers”) jointly and severally promise to pay to the order of WELLS FARGO PREFERRED CAPITAL, INC. (herein “WFPC”), on the Termination Date, as defined in the Loan Agreement defined below, the principal amount of $20,000,000 or such lesser amount as is outstanding under the Loan made by WFPC to Borrowers pursuant to the Loan Agreement. Borrowers also promise to pay interest on the unpaid outstanding principal amount from the date hereof until this Note is paid in full at the rates as, from time to time, are applicable pursuant to and in accordance with Section 2.6 of the Loan Agreement. Any overdue payment of principal and to the extent permitted by law overdue interest shall be payable pursuant to and in accordance with Section 2.6 of the Loan Agreement. Interest shall be calculated and payable on the terms set forth in Section 2.6 of the Loan Agreement.

          All principal and interest shall be payable in lawful money of the United States of America and in federal or other funds immediately available before 12:00 noon, Iowa time, on any Business Day by wire transfer to the office of WFPC located at 800 Walnut Street, Des Moines, Iowa 50309, or to such other address as WFPC otherwise directs.

          This Promissory Note (herein, the “Note”) is the Note referred to in the Loan and Security Agreement dated as of even date herewith among Borrowers and WFPC (as amended, modified, replaced or restated from time to time, the “Loan Agreement”). Reference is made to the Loan Agreement for provisions relating to prepayment and acceleration hereof, and the collateral security for the obligations of the Borrowers hereunder. Capitalized terms used but not otherwise defined in this Note shall have the meanings given to them in the Loan Agreement.

          The occurrence of an Event of Default under the Loan Agreement constitutes an Event of Default under this Note and entitles WFPC, in accordance with the Loan Agreement, to declare this Note immediately due and payable.

          Borrowers hereby waive presentment, demand for payment, notice of dishonor or acceleration, protest and notice of protest and any and all other notices or demands in connection with the delivery, acceptance, performance, default or enforcement of this Note, excepting any notice requirements set forth in the Loan Agreement.

          In the event any interest rate applicable hereto is in excess of the highest rate allowable under applicable law, then the rate of such interest will be reduced to the highest rate not in excess of such maximum allowable interest and any excess previously paid by any Borrowers shall be deemed to have been applied against the principal.

          BORROWERS HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR THE LOAN AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF

BORROWERS OR WFPC. THIS PROVISION IS A MATERIAL INDUCEMENT FOR WFPC ENTERING INTO THE LOAN AGREEMENT.

          BORROWERS ACKNOWLEDGE THAT THEY HAVE HAD THE ASSISTANCE OF COUNSEL IN THE REVIEW AND EXECUTION OF THIS NOTE AND THAT THE MEANING AND EFFECT OF THE JURY TRIAL WAIVER IN THE PRECEDING PARAGRAPH HAS BEEN FULLY EXPLAINED TO BORROWERS BY ITS COUNSEL.

          This Note shall be binding upon Borrowers and their successors and assigns and shall inure to the benefit of WFPC and its successors and assigns. This Note shall be governed as to validity, interpretation and effect by the laws of the State of Iowa.

[Signatures Appear on the Following Page]

          IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT.

          IN WITNESS WHEREOF, Borrowers have duly executed and delivered this Note to WFPC on the date first set forth above.

BORROWERS:	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.

By:	/s/ Ross R. Lye
	President

[SIGNATURE PAGE TO PROMISSORY NOTE]

EX-99.5

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

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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 payments by Guarantor under this Guaranty shall be made by Guarantor solely from Guarantor’s own funds and not from any funds of Borrowers. All payments and amounts due WFPC under or in connection with this Guaranty shall be paid to WFPC free and clear of any and all Foreign Taxes (as hereinafter defined). If any Foreign Taxes must be deducted or withheld from any amounts payable to WFPC, the amount payable shall be increased to yield to WFPC (after payment of all Foreign Taxes) the full dollar amount projected for payment. Whenever Guarantor pays any Foreign Tax on behalf of WFPC, Guarantor will promptly send to WFPC such documentary evidence of payment as WFPC may reasonably require. If WFPC is allowed a credit against its Canadian federal income taxes in respect of such Foreign Tax, WFPC will make annual refunds to Guarantor of the amount of such credits which are actually applied against income taxes for the applicable year. WFPC will make the final determination of whether and to what extent such credit is allowed. For the purposes of this paragraph, “Foreign Taxes” means any and all taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by the United States of America or any of its political subdivisions.

                  (b)      This Guaranty is made by Guarantor in connection with a financing transaction in which the specification of payments is in US Dollars (“Dollars”) and payment at the designated place of payment is of the essence, and Dollars shall be the currency of accounting in all

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events. The payment obligations of Guarantor under this Guaranty shall not be discharged by any amount paid in another currency or in another place, whether pursuant to a judgment or otherwise, to the extent that any amount so paid on conversion to Dollars and transferred to the designated place of payment under normal banking procedures does not yield the amount of Dollars due hereunder. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars into another currency (the “Judgment Currency”), the rate of exchange which shall be applied shall be that at which, in accordance with normal banking procedures, WFPC could purchase Dollars with the Judgment Currency at a bank located in the City of Toronto on the business day on which such payment is received, or if received on a day other than a business day, on the next succeeding business day. The obligation of Guarantor in respect of any such sum due from it to WFPC shall, notwithstanding the rate of exchange actually applied in rendering such judgment, be discharged only to the extent that any sum adjudged to be due hereunder in the Judgment Currency may, in accordance with normal banking procedures, be used by WFPC as and when provided above to purchase and transfer Dollars with the amount of the Judgment Currency so adjudged to be due. Guarantor hereby agrees, as a separate obligation and notwithstanding any such judgment, to indemnify WFPC against, and to pay WFPC on demand, Dollars in the amount equal to any difference between the sum originally due to WFPC in Dollars and the amount of Dollars so purchased and transferred.

          8.      Modifications and Waivers. No failure or delay on the part of WFPC in exercising any power or right under this Guaranty shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power preclude any other or further exercise thereof or the exercise of any other right or power under this Guaranty. No modification or waiver of any provision of this Guaranty nor consent to any departure therefrom shall, in any event, be effective unless the same is in writing signed by WFPC and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to, or demand on Guarantor, in any case, shall entitle Guarantor to any other or further notice or demand in similar or other circumstances.

          9.      Guarantor’s Waiver. Guarantor hereby waives promptness, diligence, presentment, demand, notice of acceptance and any other notice with respect to any of the Obligations, the Expenses and this Guaranty.

          10.      Subordination of Subrogation. Guarantor hereby expressly agrees that it shall not exercise against Borrowers, any other guarantor, maker, endorser or person (a) any right which Guarantor may now have or hereafter acquire by way of subrogation under this Guaranty, by law or otherwise or by way of reimbursement, indemnity, exoneration, or contribution; or (b) any right to assert defenses as the primary obligor of the Obligations; or (c) any other claim which it now has or may hereafter acquire against Borrowers or any other person or against or with respect to Borrowers’ property (including, without limitation, any property which has been pledged to secure the Obligations); or (d) any right to enforce any remedy which Guarantor may now have or hereafter acquire against Borrowers or any other guarantor, maker or endorser; in any case, whether any of the foregoing claims, remedies and rights may arise in equity, under contract, by payment, statute, common law or otherwise until all Obligations and Expenses have been indefeasibly paid in full. If in violation of the foregoing any amount shall be paid to Guarantor on account of any such rights at any time, such amount shall be held in trust for the benefit of WFPC, and shall forthwith be paid to WFPC to be credited and applied against the Obligations and Expenses, whether matured or unmatured, in accordance with the terms of the Notes and the Loan Agreement.

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          11.      No Setoff. No setoff, counterclaim, deduction, reduction, or diminution of any obligation, or any defense of any kind or nature which Guarantor has or may have against any Borrowers or WFPC shall be available hereunder to such Guarantor.

          12.      Representations and Warranties. Guarantor hereby represents and warrants as follows:

                  (a)      Guarantor is a corporation organized under the laws of Ontario, Canada, and is duly organized and existing in good standing and has full power and authority to make and deliver this Guaranty.

                  (b)      The execution, delivery and performance by Guarantor of this Guaranty has been duly authorized by all necessary action of its directors and shareholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its articles of incorporation and bylaws or any agreement presently binding on it

                  (c)      This Guaranty has been duly executed and delivered by the authorized officers of the Guarantor and constitutes its lawful, binding and legally enforceable obligation.

                  (d)      The authorization, execution, delivery and performance of this Guaranty do not require notification to, registration with, or consent or approval by, any federal, state or local regulatory body or administrative agency.

                  (e)      There is no pending or threatened action or proceeding affecting Guarantor before any court, governmental agency or arbitrator which may materially adversely affect the financial condition of Guarantor.

     13.      Covenants. Guarantor covenants and agrees that, so long as any part of the Obligations and Expenses shall remain unpaid:

                  (a)      Guarantor shall furnish WFPC, within 120 days after the end of each calendar year, financial statements in form satisfactory to WFPC. The financial statements shall include, and indicate Guarantor’s interests in jointly owned assets and any joint or contingent liabilities of Guarantor.

                  (b)      Guarantor shall prepare and timely file all federal, state, provincial and local tax returns required to be filed by the Guarantor and shall submit to WFPC a copy of his federal tax return immediately after filing same with the Internal Revenue Service.

          14.      Addresses for Notices. All requests, consents, notices and other communications required or permitted hereunder or in connection herewith shall be deemed satisfactorily given if in writing and delivered personally or by registered or certified mail, postage pre-paid, by reliable overnight courier, or by telecopier to the parties at their respective addresses set forth below or at such other address as may be given by any party to the other in writing in accordance with this Section 14:

If to Guarantor: to Guarantor at the address listed in the preliminary paragraph of this Guaranty.

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If to Borrowers:	Carbiz USA Inc.
	7115 16th Street
	Suite 105
	Sarasota, FL 34243-6816
	Attn: Mr. Stanton Heintz
	Facsimile: (941) 308-2718
If to WFPC:	Wells Fargo Preferred Capital, Inc.
	1760 Market Street, Suite 300
	Philadelphia, Pennsylvania 19103
	Attn: Mr. William Laird, Senior Vice President
	Facsimile: (215) 569-0251
With a copy to:	Blank Rome LLP
	One Logan Square
	Philadelphia, Pennsylvania 19103
	Attn: Kevin J. Baum, Esquire
	Facsimile: (215) 832-5612

          15.      Continuing Guaranty; Transfer of Note. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the Obligations, the Expenses and all other amounts payable under this Guaranty shall have been paid in full and the period during which any payment by Borrowers or Guarantor is or may be subject to avoidance or refund under the United States Bankruptcy Code (or any similar statute) shall have expired, (b) be binding upon Guarantor and the personal representatives, heirs, successors and assigns of Guarantor, and (c) inure to the benefit of, and be enforceable by WFPC and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), WFPC may endorse, assign or otherwise transfer the Note to any other person or entity, and such other person or entity shall thereupon become vested with all the rights in respect thereof granted to WFPC herein or otherwise.

          16.      Entire Agreement. This Guaranty constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

          17.      Severability.

                      (a)      The invalidity or unenforceability of any one or more portions of this Guaranty shall not affect the validity or enforceability of the remaining portions of this Guaranty.

                      (b)      Guarantor and WFPC agree that in an action or proceeding involving any state or federal Bankruptcy, insolvency or other law affecting the rights of creditors generally:

                                   (i)      If any clause or provision shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision in this Guaranty in any jurisdiction.

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                                   (ii)      If the guaranty hereunder by Guarantor would be held or determined to be void, invalid or unenforceable on account of the amount of its aggregate liability under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the aggregate amount of such liability shall, without any further action by Guarantor, WFPC or any other person, be automatically limited and reduced to the highest amount which is valid and enforceable as determined in such action or proceeding.

                                   (iii)      If any other guaranty by any one or more other guarantor is held or determined to be void, invalid or unenforceable, in whole or in part, such holding or determination shall not impair or affect:

                                                 (A)      the validity and enforceability of the guaranty hereunder by Guarantor, which shall continue in full force and effect in accordance with its terms; or

                                                 (B)      the validity and enforceability of any clause or provision not so held to be void, invalid or unenforceable.

          18.      Counterparts. This Guaranty may be executed by Guarantor in several separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

          19.      Governing Law. This Guaranty shall be deemed to be a contract under the laws of the State of Iowa and for all purposes shall be governed by and construed in accordance with such laws.

          20.      Jurisdiction, Venue, Trial By Jury. Guarantor hereby (a) agrees that any litigation, action or proceeding arising out of or relating to this Guaranty shall be instituted in the courts of the State of Iowa or the United States District Courts for the Districts of Iowa; (b) waives any objection which Guarantor might have now or hereafter to the venue in such courts of any such litigation, action or proceeding; (c) irrevocably submits to the venue and exclusive jurisdiction of such courts in any such litigation, action or proceeding; (d) irrevocably consents to personal jurisdiction in such courts and further agrees that service of process upon Guarantor may be effected by certified mail to the address provided in Section 14 of this Guaranty or by any other means permitted by law; (e) waives any claim or defense of inconvenient forum; and (f) waives any right to trial by jury. The foregoing shall not preclude WFPC from seeking to enforce this Guaranty in any other court of competent jurisdiction.

          21.      Acknowledgement of Receipt. The Guarantor acknowledges receipt of a copy of this Guaranty, each Credit Document and each other document and agreement executed by the Borrowers in connection with the Obligations. Wells Fargo may conclusively notify Guarantor by notice in writing delivered to Carbiz, Inc. at the address set forth in the preliminary paragraph hereof. The word “including” means “including without limitation” and time is of the essence. The parties hereby acknowledge that they have required this Guaranty and all other agreements and notices required or permitted to be entered into or given pursuant hereto, to be drawn up in the English language only.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

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Dated the date and year first set forth above

IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT.

GUARANTOR

CARBIZ, INC.

By: /s/ Carl Ritter
Chief Executive Officer

[ACKNOWLEDGEMENT TO GUARANTY]

EX-99.6

AMENDMENT NO. 1 TO THE FOURTH AMENDED AND
RESTATED LOAN AND SECURITY AGREEMENT

          This Amendment No. 1 to the Fourth Amended and Restated Loan and Security Agreement (this “Amendment”) is made as of June 15, 2009 (the “Effective Date”) by and among (a) CARBIZ AUTO CREDIT, INC., a Florida corporation (“Carbiz Auto”), CARBIZ AUTO CREDIT JV1, LLC, a Florida limited liability company (“Carbiz LLC”), CARBIZ AUTO CREDIT AQ, INC., a Florida corporation (“Carbiz AQ”), TEXAS AUTO CREDIT, INC., a Florida corporation (“Houston Auto”); CARBIZ AUTO CREDIT IN1, INC., a Florida corporation (“Carbiz IN1”), CARBIZ AUTO CREDIT IN2, INC., a Florida corporation (“Carbiz IN2”), CARBIZ AUTO CREDIT IN3, INC., a Florida corporation (“Carbiz IN3”), CARBIZ AUTO CREDIT IN4, INC., a Florida corporation (“Carbiz IN4”), and CARBIZ AUTO CREDIT NE, INC., a Florida corporation (“Carbiz NE”; Carbiz NE, Carbiz IN1, Carbiz IN2, Carbiz IN3, Carbiz IN4, Houston Auto, Carbiz Auto, Carbiz LLC and Carbiz AQ are sometimes referred to herein individually as a “Borrower” and, collectively, as the “Borrowers”), (b) CARBIZ INC., an Ontario corporation (“Carbiz Parent”) and CARBIZ USA INC., a Delaware corporation (“Carbiz USA”), (Carbiz Parent and Carbiz USA are sometimes referred to herein individually as “Guarantor” and, collectively, as the “Guarantors” (as defined below), and (c) DEALER SERVICES CORPORATION, a Delaware corporation, as the lender (the “Lender”).

RECITALS

          1.      The Borrowers, Guarantors and Lender have entered into that certain Fourth Amended and Restated Loan and Security Agreement dated as of February 25, 2009 (the “Fourth Loan Agreement”).

          2.      Carbiz USA and Borrowers desire to enter into that certain Loan and Security Agreement (the “WFPC Loan Agreement”) with Wells Fargo Preferred Capital, Inc. (“WFPC”), pursuant to which WFPC will loan funds to the Borrowers and Carbiz USA secured by all or substantially all of the Borrower’s and Carbiz USA’s personal property.

          3.      Contemporaneously with the entry into the WFPC Loan Agreement, Borrowers, Guarantors and Lender desire to amend the Fourth Loan Agreement to facilitate the entry of the Borrowers and Carbiz USA into the WFPC Loan Agreement and clarify the duties and obligations of the Borrowers and Guarantors and Lender under the Fourth Loan Agreement.

AGREEMENT

          NOW, THEREFORE, in consideration of the Recitals, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties do hereby amend the Fourth Loan Agreement as follows:

          Section 1. Amendments. The Fourth Loan Agreement is hereby amended as follows:

          (a) Section 1.1 of the Fourth Loan Agreement is hereby amended by adding the following definitions immediately after the existing definition for “Dollars” and immediately before the existing definition for “ERISA”:

“DSC Senior Collateral. The term “DSC Senior Collateral” has the meaning assigned to that term in the Intercreditor Agreement.”

AMENDMENT NO. 1 TO THE FOURTH AMENDED AND RESTATED	PAGE 1 of 4
LOAN AND SECURITY AGREEMENT

          (b) Section 1.1 of the Fourth Loan Agreement is hereby amended by adding the following definitions immediately after the existing definition for “Indebtedness” and immediately before the existing definition for “Items”

“Intercreditor Agreement. The term “Intercreditor Agreement” means that certain Intercreditor Agreement dated as of June 15, 2009 among the Borrowers, Carbiz USA and WFPC, as the same may be amended, modified, restated or extended from time to time.”

          (c) Section 1.1 of the Fourth Loan Agreement is hereby amended by adding the following definitions immediately after the existing definition for “Trafalgar Subordination Agreement” and immediately before the existing definition for “UCC”: “WFPC. The term “WFPC” means Wells Fargo Preferred Capital, Inc., an Iowa corporation, and its respective successors and assigns.

WFPC Credit Satisfaction. The term “WFPC Credit Satisfaction” means the payment in full of the Obligations (as that term is defined in the WFPC Debt documents as of June 15, 2009) and all WFPC Debt Documents have been terminated.

WFPC Debt. The term “WFPC Debt” shall mean a reference to the Obligations (as defined in the WFPC Debt Documents as of June 15, 2009) owing to WFPC under the WFPC Debt Documents.

WFPC Debt Documents The term “WFPC Debt Documents” shall mean that certain Loan and Security Agreement dated as of June 15, 2009, together will all documents, instruments and agreements executed and/ or delivered in connection therewith.

WFPC Senior Collateral. The term “WFPC Senior Collateral” has the meaning assigned to that term in the Intercreditor Agreement.”

          (d) Section 3.1 of the Fourth Loan Agreement is amended by added the following clause at the end of the paragraph:

“other than the Liens of WFPC in the WFPC Senior Collateral shall be first and prior Liens and security interests pursuant to the terms of the Intercreditor Agreement.”

          (e) Section 3.3(c) of the Fourth Loan Agreement is amended by adding the following clause at the end of the paragraph:

“This paragraph shall apply only to the DSC Senior Collateral until WFPC Credit Satisfaction.”

          (f) Section 6.2(a) of the Fourth Loan Agreement is amended by adding the following clause at the end of the paragraph:

“and (ix) the Lien in favor of WFPC to secure the Borrowers’ and Carbiz USA’s indebtedness under the WFPC Debt Documents.”

          (g) Section 6.2(f) of the Fourth Loan Agreement is amended by renumbering clause (v) as clause (iv) and inserting a new clause (v) to read as follows:

“(v) the WFPC Debt.”

          (h) Section 6.2(h) of the Fourth Loan Agreement is hereby amended and as so amended, restated to read in its entirety as follows:

“(h) Amend, modify, or otherwise change in any respect any material agreement, instrument, or arrangement (written or oral) by which such Related Party, or any of its assets are bound; provided that this restriction shall not apply to the WFPC Debt Documents.”

          (i) Section 6.1 of the Fourth Loan Agreement is hereby amended by adding the following Affirmative Covenant immediately after the existing Section 6.1(u) and immediately before the existing Section 6.2:

“(v) Provide Lender with any and all reports, financial statements and other statements furnished by the Borrowers or Carbiz USA to WFPC.

          (j) Section 7.1 of the Fourth Loan Agreement is hereby amended by adding the following Event of Defaults immediately after the existing Section 7.1(r) and immediately before the existing Section 7.2:

“(s) Any event which constitutes or which with the passage of time, the giving of notice, or otherwise, would constitute an Event of Default under the WFPC Debt Documents which is not cured within any applicable cure period.

          Section 2. Control Agreements. On or before the 60^th day from the date hereof, Borrowers shall deliver to DSC a fully executed Control Agreement with respect to a deposit account to be established and maintained by Borrowers for deposit of proceeds of RTO Receivables.

          Section 3. No Custodian. Notwithstanding anything to the contrary contained in the Fourth Loan Agreement, at no time shall Carbiz USA or any Borrower be required to, or shall Lender be able to require, that any WFPC Senior Collateral be delivered to any Custodian until the WFPC Credit Satisfaction.

          Section 4. Continuing Effect. The Fourth Loan Agreement shall remain in full force and effect without modification, amendment, change or alteration except as specifically set forth herein.

[signature page follows]

          IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written.

GUARANTORS:		LENDER:
CARBIZ INC., an Ontario corporation		DEALER SERVICES CORPORATION, a Delaware
		corporation
By:	/s/ Carl Ritter	By:	/s/ John E. Fuller
Name:	Carl Ritter	Name:	John E. Fuller
Its:	Chief Executive Officer	Its:	Chief Executive Officer
CARBIZ USA INC., a Delaware corporation
By:	/s/ Carl Ritter
Name:	Carl Ritter
Its:	Chief Executive Officer
BORROWERS:
CARBIZ AUTO CREDIT AQ, INC., a Florida		CARBIZ AUTO CREDIT, INC., a Florida corporation
corporation
By:	/s/ Carl Ritter	By:	/s/ Carl Ritter
Name:	Carl Ritter	Name:	Carl Ritter
Its:	Chief Executive Officer	Its:	Chief Executive Officer
CARBIZ AUTO CREDIT JV1, LLC, a Florida		TEXAS AUTO CREDIT, INC., a Florida corporation
limited liability company
By:	/s/ Carl Ritter	By:	/s/ Carl Ritter
Name:	Carl Ritter	Name:	Carl Ritter
Its:	Chief Executive Officer	Its:	Chief Executive Officer
CARBIZ AUTO CREDIT IN1, INC., a Florida		CARBIZ AUTO CREDIT IN2, INC., a Florida
corporation		corporation
By:	/s/ Carl Ritter	By:	/s/ Carl Ritter
Name:	Carl Ritter	Name:	Carl Ritter
Its:	Chief Executive Officer	Its:	Chief Executive Officer
CARBIZ AUTO CREDIT IN3, INC., a Florida		CARBIZ AUTO CREDIT IN4, INC., a Florida
corporation		corporation
By:	/s/ Carl Ritter	By:	/s/ Carl Ritter
Name:	Carl Ritter	Name:	Carl Ritter
Its:	Chief Executive Officer	Its:	Chief Executive Officer
CARBIZ AUTO CREDIT NE, INC., a Florida
corporation
By:	/s/ Carl Ritter
Name:	Carl Ritter
Its:	Chief Executive Officer

EX-99.7

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS AND, IN THE CASE OF SUPARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT.

THE WARRANTS REPRESENTED BY THIS CERTIFICATE WILL BE VOID AND OF NO VALUE UNLESS EXERCISED BY 4:30 P.M. (SARASOTA, FLORIDA TIME), JUNE 15, 2014.

WARRANT CERTIFICATE

CARBIZ INC.
(Incorporated under the laws of Ontario)

WARRANT CERTIFICATE
NO. 0609-1 30,781,800 WARRANTS entitling the holder to acquire, subject to adjustment, one Common Share at a price of US$0.08 per Common Share for each Warrant represented hereby.

THIS IS TO CERTIFY THAT Dealer Services Corporation (hereinafter referred to as the “holder”) is entitled to acquire in the manner and subject to the restrictions and adjustments set forth herein, at any time and from time to time until 4:30 p.m. (EST Time) (the “Time of Expiry”) on June 15, 2014 (the “Expiry Date”), one fully paid and non-assessable Common Share (“Common Share”) without nominal or par value of Carbiz Inc. (the “Corporation”) as such shares were constituted on January 1, 2009 for each Warrant represented hereby, at a price of US$0.08 per Common Share.

The right to acquire Common Shares may only be exercised by the holder within the time set forth above by:

(a)	duly completing and executing, in the manner indicated, the Exercise Form;
(b)	surrendering this Warrant Certificate to the Corporation at its principal office at 7115 16th Street East, Unit #105, Sarasota, Florida 34243, together with the duly completed Exercise Form; and
(c)	remitting cash, certified cheque, bank draft or money order in lawful money of the United States, payable to or to the order of the Corporation at par where this Warrant Certificate is so surrendered, for the aggregate purchase price of the Common Shares so subscribed for.

These Warrants shall be deemed to be surrendered only upon personal delivery hereof or, if sent by mail or other means of transmission, upon actual receipt thereof by the Corporation at the principal office referred to above.

Upon exercise and surrender of these Warrants, and payment of the exercise price to the Corporation, the person or persons in whose name or names the Common Shares issuable upon exercise of the Warrants are to be issued shall be deemed for all purposes to be the holder or holders of record of such Common Shares and the Corporation covenants that it will cause a certificate or certificates representing such Common Shares to be delivered or mailed to the person or persons at the address or addresses specified in the Exercise Form.

Certificates for the Common Shares subscribed for will be mailed to the persons specified in the Exercise Form at their respective addresses specified therein, within five (5) Business Days after the surrender of this Warrant Certificate and payment as aforesaid. In the event of a purchase of a number of Common Shares fewer than the

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number which can be purchased upon exercise of the Warrants represented hereby, the registered holder of this Warrant Certificate shall be entitled to receive without charge a new Warrant Certificate in respect of the balance of the Common Shares not then purchased. Under no circumstances is the Corporation obliged to issue fractional Common Shares.

The exercise price (and the number of Common Shares purchasable upon exercise in the case of paragraphs (d) and (e) below) shall be subject to adjustment from time to time in the events and in the manner provided for below.

(a)	If at any time after the date hereof and prior to the Time of Expiry the Corporation shall:
	(i)	issue Common Shares to all or substantially all of the holders of outstanding Common Shares as a stock dividend (other than the issue of Common Shares to holders of outstanding Common Shares pursuant to the exercise of an option to receive dividends in the form of Common Shares in lieu of dividends paid in the ordinary course on the outstanding Common Shares);
	(ii)	make a distribution on its outstanding Common Shares payable in Common Shares or securities exchangeable for or convertible in either case without the payment of further consideration, into Common Shares other than the issue of Common Shares (or securities exchangeable for or convertible into Common Shares) to holders of outstanding Common Shares pursuant to the exercise of an option to receive dividends in the form of Common Shares (or securities exchangeable for or convertible into Common Shares) in lieu of dividends paid in the ordinary course on the outstanding Common Shares);
	(iii)	subdivide its outstanding Common Shares into a greater number of shares; or
	(iv)	consolidate its outstanding Common Shares into a smaller number of shares;
	(any of such events in the foregoing clauses (i), (ii), (iii) and (iv) being hereinafter called a “Common Share Reorganization”), then the exercise price shall be adjusted, effective immediately after the record date at which the holders of outstanding Common Shares are determined for the purpose of the Common Share Reorganization, by multiplying the exercise price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such record date before giving effect to such Common Share Reorganization, and the denominator of which shall be the number of Common Shares outstanding immediately after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible, in either case without the payment of further consideration, into Common Shares are distributed, the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date).
(b)	If at any time after the date hereof and prior to the Time of Expiry, the Corporation shall issue rights, options or warrants to all or substantially all of the holders of the outstanding Common Shares, pursuant to which such shareholders are entitled, directly or indirectly, during a period expiring not more than 45 days after the record date for such issue (the “Rights Period”), to subscribe for or purchase Common Shares at a price per share (or at an exchange or conversion price per share at the date of issue of such securities in the case of securities exchangeable for or convertible into Common Shares) less than 95% of the Current Market Price (as defined below) for the Common Shares as of such record date (any of such events being hereinafter called a “Rights Offering”), then the exercise price shall be adjusted effective immediately after the end of the Rights Period to a price determined by multiplying the exercise price in effect immediately prior to the end of the Rights Period by a fraction:
	(i)	the numerator of which shall be the aggregate of:
		(A)	the number of Common Shares outstanding as of the record date for the Rights Offering, and
		(B)	a number determined by dividing: (i) either (1) the product of the number of Common Shares issued or subscribed for during the Rights Period upon the exercise of the rights, warrants, or options distributed under the Rights Offering and the price per share at which such Common Shares are acquired; or, as the case may be, (2) the product of the exchange or conversion price of the securities distributed under the Rights Offering and the number of Common Shares for or into

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which such securities were exchanged or converted during the Rights Period; by (ii) the Current Market Price of the Common Shares as of the record date for the Rights Offering, and

(ii) the denominator of which shall be the number of Common Shares outstanding immediately after the end of the Rights Period (after giving effect to the Rights Offering, including the number of Common Shares actually issued or subscribed for during the Rights Period upon exercise of the rights, warrants or options (or securities derived therefrom) distributed under the Rights Offering).

(c) If at any time after the date hereof and prior to the Time of Expiry the Corporation shall fix a record date for the issue or the distribution to all or substantially all of the holders of outstanding Common Shares of: (i) shares of the Corporation of any class other than Common Shares (other than the issue of shares to holders of Common Shares pursuant to the exercise of an option to receive dividends in the form of such shares in lieu of dividends paid in the ordinary course on the Common Shares); (ii) rights, options or warrants to acquire Common Shares or securities exchangeable for or convertible into Common Shares (excluding those exercisable for a period expiring not more than 45 days after such record date at a price per share (or having a conversion or exchange price per share) of not less than 95% of the Current Market Price); or (iii) evidences of indebtedness; and if such issuance or distribution does not constitute a dividend paid in the ordinary course, a Common Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a “Special Distribution”), the exercise price shall be adjusted effective immediately after such record date to a price determined by multiplying the exercise price in effect on such record date by a fraction:

(i) the numerator of which shall be:

(A)	the product of the number of Common Shares outstanding on such record date and the Current Market Price of the Common Shares as of such record date; less
(B)	the fair market value, as determined by action by the directors (whose determination shall be conclusive), to the holders of the Common Shares of the shares, rights, options, warrants, or evidences of indebtedness issued or distributed in the Special Distribution; and

(ii) the denominator of which shall be the number of Common Shares outstanding on such record date multiplied by the Current Market Price of the Common Shares as of such record date.

(d)

If at any time after the date hereof and prior to the Time of Expiry the Corporation shall determine to transfer all or a portion of its assets to a subsidiary and to distribute shares of such subsidiary to holders of Common Shares, holders of Warrants on the record date of such distribution shall be entitled to receive, upon exercise of their Warrants, in addition to Common Shares, such number of shares in the subsidiary equal to the number of shares they would have received had they exercised the Warrants prior to such record date and continued to hold the Common Shares received upon the exercise of the Warrants, on such record date.

(e)

If at any time after the date hereof and prior to the Time of Expiry there shall be a reclassification of the Common Shares at any time outstanding or a change of the outstanding Common Shares into other shares or into other securities (other than a Common Share Reorganization), or a consolidation, amalgamation or merger of the Corporation with or into any other corporation or other entity (other than a consolidation, amalgamation or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or a transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation or other entity (any of such events being herein called a “Capital Reorganization”), the holder, upon any exercise of its right hereunder to purchase Common Shares after the effective date of such Capital Reorganization, shall be entitled to receive, and shall accept, for the same aggregate consideration, in lieu of the number of Common Shares to which the holder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property which the holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, the holder had been the registered holder of the number of Common Shares that the holder was theretofore entitled to acquire upon such exercise. If determined appropriate by the board of directors of the Corporation, appropriate adjustments shall be made following any such Capital Reorganization in the application of the provisions set forth herein, with respect to the rights and interest

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	thereafter of the holder and the adjustments to the exercise price and/or number or type of shares, to the end that such provisions shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares, other securities or other property thereafter deliverable upon the exercise of any of these Warrants.
(f)	If at any time after the date hereof and prior to the Time of Expiry, the Corporation shall issue Common Shares (other than Common Shares issued on the exercise of Options or upon the conversion of Convertible Securities, in each case outstanding on the date hereof) for an amount less than the Current Market Price or shall issue Options with a per Common Share exercise price or Convertible Securities with a conversion price per Common Share less than the Current Market Price, the exercise price shall be adjusted effective immediately after the issuance of the Common Shares, Options or Convertible Securities to a price determined by multiplying the exercise price in effect on such record date by a fraction:
	(i)	the numerator of which shall be:
		(A)	the product of the number of Common Shares outstanding on the date of issuance and the Current Market Price of the Common Shares as of the date of issuance; less
		(B)	the product of the difference between the Current Market Price of the Common Shares as of the date of issuance and the price per Common Share of the Common Shares issued (or, in the case of an Option, the option price per Common Share, or, in the case of Convertible Securities, the conversion price per Common Share) times the number of Common Shares issued (or the number of Common Shares issuable under the Option or Convertible Securities); and
	(ii)	the denominator of which shall be the number of Common Shares outstanding on the date of issuance multiplied by the Current Market Price of the Common Shares as of that date.
(g)	If at any time after the date hereof and prior to the Time of Expiry a Common Share Reorganization shall occur and any such event results in an adjustment in the exercise price or any event described in clause (f) occurs, then, the number of Common Shares purchasable pursuant to each of these Warrants shall be adjusted contemporaneously with the adjustment of the exercise price, by multiplying the number of Common Shares theretofore purchasable on the exercise thereof by a fraction the numerator of which shall be the exercise price in effect immediately prior to such adjustment and the denominator of which shall be the exercise price resulting from such adjustment.
(h)	The adjustments to the exercise price and number or type of shares of the Corporation provided for herein are cumulative and such adjustments shall be made successively whenever any of the relevant events referred to herein shall occur. For purposes of the adjustments set forth above, the following provisions shall apply:
	(i)	no adjustment in the exercise price shall be required unless such adjustment would result in a change of at least 1% in the prevailing exercise price and no adjustment shall be made pursuant to clause (e) in the number of Common Shares purchasable upon exercise of any of these Warrants unless a corresponding adjustment to the exercise price is required hereunder; provided, however, that any adjustments which, except for the provisions of this clause (h)(i) would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment;
	(ii)	if a dispute shall at any time arise with respect to adjustments provided for herein, such dispute shall be conclusively determined by the Corporation’s auditors (except in cases where any determination relating to adjustments is to be made by the board of directors of the Corporation), or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the directors and any such determination shall be binding upon the Corporation and the holder;
	(iii)	in case the Corporation, after the date hereof and prior to the Time of Expiry, shall take any action affecting the outstanding Common Shares, other than an action described herein, which in the opinion of the board of directors of the Corporation would materially affect the rights of the holder, the exercise price or the number of Common Shares purchasable upon exercise of these Warrants (or both, as the

4

	case may be) shall be adjusted in such manner, if any, and at such time, as the directors in their sole discretion may determine to be equitable in the circumstances;
(iv)	if the Corporation shall set a record date to determine holders of outstanding Common Shares entitled to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such shareholders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the exercise price or the number of Common Shares purchasable upon exercise of any of these Warrants shall be required by reason of the setting of such record date;
(v)	“Convertible Securities” shall mean any evidences of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Common Shares, but excluding Options;
(vi)	“Current Market Price” of the Common Shares as of any date means a price per share equal to the weighted average of the closing prices for the Common Shares on the principal stock exchange on which the Common Shares are then traded, or if the Common Shares are not then listed on any stock exchange, on the over-the-counter market, for the period of 20 consecutive trading days immediately before such date (it being understood that if no shares trade on a particular trading day, the previous day’s closing price shall be used);
(vii)	“Options” shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire Common Shares or Convertible Securities;
(viii)	in the absence of a resolution of the directors fixing a record date for a Rights Offering or Special Distribution, the Corporation shall be deemed to have fixed as the record date therefor the date on which the Rights Offering or Special Distribution is effected;
(ix)	as a condition precedent to the taking of any action which would require any adjustment in any attribute of these Warrants, including the exercise price and the number or class of shares or other securities which are to be received upon the exercise thereof, the Corporation shall take any corporate action which may, in the opinion of counsel, be necessary in order that the Corporation have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all shares or other securities that the holder is entitled to receive on the total exercise hereof in accordance with the provisions hereof; and
(x)	“dividends paid in the ordinary course” means cash dividends declared payable on the Common Shares in any fiscal year of the Corporation to the extent that such cash dividends do not exceed, in the aggregate, the greatest of: (i) 200% of the aggregate amount of cash dividends declared payable by the Corporation on the outstanding Common Shares in its immediately preceding fiscal year; (ii) 300% of the arithmetic mean of the aggregate amounts of cash dividends declared payable by the Corporation on the outstanding Common Shares in its three immediately preceding fiscal years; and (iii) 100% of the aggregate consolidated net income of the Corporation, before extraordinary items, for its immediately preceding fiscal year.

(i)

In any case in which the terms of these Warrants shall require that an adjustment become effective as of a particular time, the Corporation may defer, until such time, issuing to the holder in respect of any Warrants exercised after the record date for the event giving rise to the adjustment and before such time the kind and amount of shares, other securities or property to which the holder would be entitled upon such exercise by reason of the relevant adjustment, provided, however that the Corporation shall deliver to the holder an appropriate instrument evidencing such holder’s right, upon the occurrence of any event requiring the adjustment, to the relevant adjustment.

(j)

At least 10 days prior to the effective date or record date, as the case may be, of any event which requires or might require an adjustment in any attribute of these Warrants, including the exercise price and the number of Common Shares that are purchasable upon the exercise thereof, the Corporation shall give notice to the holder of the particulars of such event and, if determinable, the required adjustment. In case any adjustment is not

5

then determinable, the Corporation shall promptly after such adjustment is determinable give notice to the holder of the adjustment.

On the happening of each and every event referred to above that gives rise to an adjustment, the applicable provisions of these Warrants shall, ipso facto, be deemed to be amended accordingly and the Corporation shall take all necessary action so as to comply with such provisions as so amended.

The registered holder of this Warrant Certificate may, at any time prior to the Expiry Date, upon surrender of this Warrant Certificate to the Corporation at the principal office referred to above, exchange this Warrant Certificate for other Warrant Certificates entitling the holder to acquire, in the aggregate, the same number of Common Shares as may be acquired under this Warrant Certificate.

The holding of the Warrants evidenced by this Warrant Certificate shall not constitute the holder hereof a shareholder of the Corporation or entitle the holder to any right or interest in respect thereof except as expressly provided in this Warrant Certificate.

The Warrants evidenced by this Warrant Certificate may be transferred on the register kept at the offices of the Corporation by the registered holder hereof or its legal representative or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Corporation, upon compliance with the conditions prescribed herein (including compliance with applicable securities laws), payment of any applicable fees or charges and upon compliance with such reasonable requirements as the Corporation may prescribe and, upon any purported assignment being made in contravention of either the terms hereof or applicable securities law, this Warrant Certificate and the Warrants evidenced hereby shall become null and void and of no further force or effect.

If these Warrants are stolen, lost, mutilated or destroyed the Corporation may, on such reasonable terms as to indemnity or otherwise as it may impose, deliver replacement Warrants of like denomination, tenor and date as the Warrants so stolen, lost, mutilated or destroyed.

The Warrants represented hereby and securities which may be acquired hereunder have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or applicable state securities laws.

Unless the Common Shares issuable upon exercise of these Warrants are appropriately registered under the U.S. Securities Act and any applicable state securities laws, all Common Shares issuable upon exercise of these Warrants and all certificates issued in exchange therefor or in substitution thereof, shall bear the following legend in substantially the following form:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF SUBPARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT.”

provided, that if any of the Common Shares issuable upon exercise of these Warrants are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend may be removed by delivery to the Corporation’s registrar and transfer agent of an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation, to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act and state securities laws.

The Corporation represents and warrants that it is duly authorized to create and deliver these Warrants and to issue the Common Shares that may be issued hereunder and that this Warrant Certificate, when signed by the Corporation

6

as herein provided, will be a valid obligation of the Corporation enforceable against the Corporation in accordance with the provisions hereof. The Corporation hereby covenants and agrees that, subject to the provisions hereof, it will cause the Common Shares from time to time duly subscribed for and purchased in the manner herein provided, and the certificates evidencing such Common Shares, to be duly issued and delivered, and that at all times up to and including the Time of Expiry, while these Warrants remain outstanding, it shall have sufficient authorized capital to satisfy its obligations hereunder should the holder determine to exercise the right in respect of all the Common Shares for the time being purchasable pursuant to these Warrants. Certificates for Common Shares issued upon the exercise of these Warrants may bear such legend or legends as to transfer as may be considered necessary by the Corporation and its counsel, acting reasonably. All Common Shares issued upon the exercise of the right of purchase herein provided (upon payment therefor of the amount at which such Common Shares may at the time be purchased pursuant to the provisions hereof), shall be issued as fully paid and non-assessable Common Shares and the holders thereof shall not be liable to the Corporation or its creditors in respect thereof.

Time shall be of the essence hereof.

These Warrants shall be governed by and construed in accordance with the laws of the State of Florida.

This Warrant Certificate shall not be valid for any purpose whatever unless and until it has been executed by the Corporation

7

          IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be signed by its duly authorized officer this 15^th day of June 2009.

CARBIZ INC.

Per: /S/ Carl Ritter                                                               

8

TRANSFER OF WARRANTS

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to

(full name of Transferee) (address of Transferee)

_____________________ Warrants of Carbiz Inc. (the “Corporation”), registered in the name of the undersigned on the records maintained by the Corporation and represented by the attached Warrant Certificate.

DATED the _____ day of ___________, _____.

Signature Guaranteed (Signature of Warrant holder)

Instructions:

1.	The Signature of the Warrant holder must be the signature of the person whose name appears on the face page of this Warrant Certificate.
2.	If the Transfer Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the Warrant Certificate must be accompanied by evidence of authority to sign satisfactory to the Corporation.
3.	The signature on the Transfer Form must be guaranteed by an authorized officer of a chartered bank, trust company or an investment dealer who is a member of a recognized stock exchange.

9

EXERCISE FORM

TO: Carbiz Inc.

The undersigned hereby exercises the right pursuant to the Warrants represented by this Warrant Certificate to acquire _________________ Common Shares of Carbiz Inc. (the “Corporation”), as constituted on January 1, 2009 (or such number of other securities or property to which such Warrants entitle the undersigned in lieu thereof or in addition thereto under the terms and conditions referred to in this Warrant Certificate), in accordance with and subject to the terms and conditions referred to in this Warrant Certificate.

The Common Shares (or other securities or property) are to be issued as follows:

Name:

Address in full:

Number of Common Shares:

Social Insurance Number:

Note: The undersigned holder may not be required to complete this section of the Exercise Form. The Corporation recommends that the undersigned holder contact the Corporation in advance of any exercise of Warrants to determine whether this section applies and must be completed by the undersigned holder.

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

A.	[   ]	The undersigned holder (i) acquired the Warrants directly from the Corporation pursuant to a written agreement between the undersigned and the Corporation; (ii) is exercising the Warrants solely for its own account and not on behalf of any other person; and (iii) was an “accredited investor”, as that term is defined in Regulation D under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), both on the date the Units of which the Warrants were a part were purchased from the Corporation and on the date of exercise of the Warrants.
B.	[   ]	The undersigned holder has delivered to the Corporation an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available for the issuance of the Common Shares issuable upon exercise of the Warrants.

- 2 -

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The undersigned holder understands that the certificates representing the Common Shares will bear a legend restricting transfer without registration under the U.S. Securities Act and applicable state securities laws unless an exemption from registration is available.

Note: If further nominees intended, please attach (and initial) a schedule giving these particulars.

DATED this _____ day of __________, _____.

Signature Guaranteed (Signature of Warrant holder)

(Print full name)

(Print full address)

(Social Insurance Number)

Instructions:

1.	The registered holder may exercise its right to receive Common Shares by completing this Exercise Form and surrendering this Warrant Certificate representing the Warrants being exercised to the Corporation at its principal office at 7115 16th Street East, Unit #105, Sarasota, Florida 34243. Certificates for Common Shares will be delivered or mailed as soon as practicable, and in any event within five business days, after the exercise of the Warrants.
2.	If the Exercise Form indicates that Common Shares are to be issued to a person or persons other than the registered holder of the Warrant Certificate, the signature of such holder on the Exercise Form must be guaranteed by an authorized officer of a chartered bank, trust company or an investment dealer who is a member of a recognized stock exchange. Common Shares will only be transferable in accordance with applicable laws.
3.	If the Exercise Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the Warrant Certificate must be accompanied by evidence of authority to sign satisfactory to the Corporation.
4.	If Box B is checked, any opinion tendered must be from counsel of recognized standing in form and substance satisfactory to the Corporation. Holders planning to deliver an opinion of counsel in connection with the exercise of Warrants should contact the Corporation in advance to determine whether any opinions to be tendered will be acceptable to the Corporation.

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