0001085037-04-000107 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 6th, 2004 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • New York

THIS REGISTRATION RIGHTS AGREEMENT, dated as of July 23, 2003 between Talisman Management Limited ("Purchaser") and SmarTire Systems, Inc. (the "Company").

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HPC Capital Management Investment Banking / Financial Consultants
Letter Agreement • February 6th, 2004 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • Georgia

This letter agreement (this "Agreement") confirms SmarTire Systems, Inc's (the "Company") engagement of HPC Capital Management ("HPC") as investment banker, financial advisor and consultant of the Company and sets forth the terms and conditions pursuant to which HPC shall perform in said capacity.

August 12, 2003 Mr. Robert Rudman President & Chief Executive Officer SmarTire Systems, Inc. Suite 150 13151 Vanier Place Richmond, British Columbia Canada, V6V 2J1 Re: Engagement Letter Dear Mr. Rudman:
Letter Agreement • February 6th, 2004 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • New York

This letter agreement (this "Agreement") supercedes the March 19, 2003 Investment Banking agreement and confirms SmarTire Systems Inc.'s (the "Company") engagement of HPC Capital Management ("HPC") as investment banker, financial advisor and consultant of the Company and sets forth the terms and conditions pursuant to which HPC shall perform in said capacity.

COMMON STOCK PURCHASE AGREEMENT
Escrow Agreement • February 6th, 2004 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • New York

This COMMON STOCK PURCHASE AGREEMENT (this "Agreement") is dated as of July 23, 2003 by and between SmarTire Systems, Inc., a Yukon Territory corporation (the "Company") and Talisman Management Limited (the "Purchaser").

ESCROW AGREEMENT
Escrow Agreement • February 6th, 2004 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • New York

THIS ESCROW AGREEMENT (this "Escrow Agreement") is made as of July 23, 2003, by and among SmarTire Systems, Inc., a corporation incorporated under the laws of the Yukon Territory (the "Company"), Talisman Management Limited, A British Virgin Islands corporation (the "Purchaser") and Feldman Weinstein, LLP with offices at 420 Lexington Avenue, Suite 2620, New York, New York 10170 (the "Escrow Agent"). Capitalized terms used but not defined herein shall have the meanings set forth in the Common Stock Purchase Agreement referred to in the first recital.

AMENDING AGREEMENT - REGISTRATION RIGHTS AGREEMENT
Amending Agreement - Registration Rights Agreement • February 6th, 2004 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • New York

THIS AMENDING AGREEMENT ( the "Agreement") is dated as of January 21, 2004 by and between SmarTire Systems Inc., a Yukon Territory corporation (the "Company") and Talisman Management Limited (the "Purchaser")

AMENDING AGREEMENT - COMMON STOCK PURCHASE AGREEMENT
Amending Agreement - Common Stock Purchase Agreement • February 6th, 2004 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • New York

THIS AMENDING AGREEMENT ( the "Agreement") is dated as of January 21, 2004 by and between SmarTire Systems Inc., a Yukon Territory corporation (the "Company") and Talisman Management Limited (the "Purchaser")

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