0001085037-03-000069 Sample Contracts

EQUITY LINE OF CREDIT AGREEMENT
Equity Line of Credit Agreement • January 23rd, 2003 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • New Jersey

AGREEMENT dated as of the 21st day of November 2002 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and SMARTIRE SYSTEMS INC., a corporation organized and existing under the laws of British Columbia (the "Company").

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SMARTIRE SYSTEMS INC. PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • January 23rd, 2003 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • New York

The undersigned, SmarTire Systems Inc., a British Columbia corporation (the "Company"), hereby agrees with Aegis Capital Corp., a New York Corporation (the "Placement Agent") and Cornell Capital Partners, LP, a Delaware Limited Partnership (the "Investor") as follows:

ESCROW AGREEMENT
Escrow Agreement • January 23rd, 2003 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • New Jersey

THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of November 21, 2002, by SMARTIRE SYSTEMS INC., a British Columbia corporation (the "Company"); CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"); BUTLER GONZALEZ LLP (the "Investor's Counsel"); and WACHOVIA BANK, N.A., a national banking association, as the Escrow Agent hereunder (the "Escrow Agent").

RESTATED SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 23rd, 2003 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • New Jersey

THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of November 21, 2002, by and among SMARTIRE SYSTEMS, INC., a British Columbia corporation, with headquarters located at Suite 150-13151 Vanier Place, Richmond, British Columbia Canada, V6V 2J1 (the "Company"), and the Buyer listed on Schedule I attached hereto (the "Buyer" ).

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