1307425--4/24/2009--CARBIZ

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Risks Related to Our Credit Center Business Our lending to sub-prime borrowers may result in our financial position, liquidity and results of operations being adversely affected if we underestimate the default risk of these borrowers. Our allowance for credit losses may not be sufficient to cover actual credit losses, which could adversely affect our financial condition and operating results. General economic conditions, which are beyond our control, could have an adverse impact on our financial position, liquidity and results of operations. We may not be able to compete successfully in the used automobile retail or lease industry. We are subject to federal and state government regulation and we may not be able to maintain all requisite licenses and permits. Also the adoption of additional, or revision of existing, rules and regulations could have a material adverse effect on our business. Risks Related to Our Company We have a history of losses and our revenues may not increase in the future. Additionally, several adverse conditions and events cast substantial doubt upon the validity of the assumption that we will continue as a going concern. The conversion of our convertible securities and the exercise of our warrants could result in substantial dilution to the interests of our shareholders. The market price of our common shares could be reduced if the holders of our warrants or convertible debentures exercise such warrants or convert such debentures. Our payment of principal and interest due under certain outstanding debentures through the issuance of shares of common stock could cause the price of our common shares to decline. Should our operating revenues fail to increase to provide sufficient cash flow to fund operations we may require additional financing, which we may be unable to obtain or which may have a dilutive effect on the percentage ownership of current shareholders. We are dependent on key personnel, and we may not be able to attract or retain such key personnel in the future. The concentration of common share ownership by our directors, officers and greater than 5% shareholders may delay, deter or prevent actions that would result in a change in control and might affect the market price of our common shares. The market price of our common shares has fluctuated significantly in the past and is likely to fluctuate significantly in the future. Because our common shares are quoted on the Over-The-Counter Bulletin Board, you may have difficulty reselling any of the common shares you own. So long as the market price of our common shares is less than $5.00 per common share, trading in our common shares will be subject to the penny stock rules. We may face costly difficulties in the assimilation of the operations, technologies and products of companies that we acquire in the future. Our insurance coverage may be inadequate to cover all losses or liabilities that may be incurred in our operations. We have never declared or paid dividends and we do not have plans to do so in the near future. You may face difficulties in attempting to pursue legal actions under U.S. laws against us, our directors and officers. There could be adverse Canadian tax consequences associated with the disposition of, or dividend related to, our common shares by U.S. residents. Risks Related to Business Model Consulting We may not be able to compete successfully in the business model consulting market. Despite our efforts to protect our intellectual property rights, unauthorized parties may copy aspects of our products and use information that we regard as proprietary, and we may not have adequate remedies in the event of these types of breaches or unauthorized activities. We may be unsuccessful in developing and marketing on a timely and cost-effective basis new products that meet changing market conditions. Our business model consulting services may result in professional liability.

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1307425--4/24/2009--CARBIZ_INC