Exhibit 4.1


                               AMENDMENT AGREEMENT

THIS AGREEMENT dated the 3rd day of February, 2005 (the "Agreement Date")

BETWEEN:

           ROBERT RUDMAN, businessman, of 40 - 5740 Garrison Road, Richmond,
           British Columbia, V7C 5E7

           (the "Manager")

                                                               OF THE FIRST PART

AND:

           SMARTIRE SYSTEMS INC., a company duly incorporated pursuant to the
           laws of the Province of British Columbia, having an office at
           150 - 13151 Vanier Place, Richmond, British Columbia, V6V 2J1

           ("SmarTire" or the "Company")

                                                              OF THE SECOND PART

WHEREAS

A.         The Manager and SmarTire entered into a management agreement (the
"Management Agreement") dated August 1, 1999 whereby SmarTire appointed the
Manager as an officer of SmarTire;

B.         SmarTire and the Manager wish to amend the terms of the Management
Agreement on the terms and conditions set forth herein.

THEREFORE, in consideration of the mutual covenants and premises contained
herein, and payment of $10, the receipt and sufficiency of which is hereby
acknowledged, the parties covenant and agree as follows:

1.         DEFINITIONS

1.1        In this Amendment Agreement, the following terms have the meaning as
ascribed below:

     (a)   "Acquisition" means an acquisition of substantially all of SmarTire
           or of substantially all assets of SmarTire by a party not an
           Affiliate of SmarTire prior to completion of the acquisition;

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     (b)   "Affiliate" means a director, officer, wholly or partially owned
           subsidiary or 10% or greater shareholder of SmarTire, or a company
           controlled by such person or any party acting in conjunction with
           such person;

     (c)   "Hostile Takeover" means a Takeover that the directors of SmarTire
           recommend to shareholders to reject in a management circular;

     (d)   "Merger" means a merger by SmarTire with a corporation that was not
           an Affiliate prior to completion of the merger;

     (e)   "Takeover" means a successful tender offer (as that term is
           determined by reference to the United States Securities Exchange Act
           of 1934) or takeover bid (as that term is defined in the Securities
           Act (British Columbia)) that has been made by a party who was not an
           Affiliate prior to the completion of the tender offer or takeover;

     (f)   "Termination Date" means the date which is one (1) year from the date
           of termination plus one month for each year of the Manager's
           employment with SmarTire to a maximum of two and a half (2.5) years.

2.         TERMINATION PROVISIONS AMENDED

2.1        The following is added to section 7.3 of the Agreement, entitled
"Termination by Company", and shall be construed and interpreted in accordance
with this Amendment Agreement:

2.2        "Notwithstanding anything else in this Agreement, in the event that
the employment of the Manager under the Agreement is terminated within eighteen
(18) months of an Acquisition, a Hostile Takeover or a Merger and the
termination is without cause, the Company, at its option, will either (a)
continue to pay the salary under the Agreement and provide the benefits under
the Agreement until the Termination Date or (b) pay upon termination an amount
equal to the salary payable to the Termination Date in lieu of notice. Any stock
options that have been granted but that have not yet vested shall immediately
vest at the date of the final payment, and may be exercised for a period of 30
days only after the final payment."

3.         GENERAL

3.1        In all other respects, the Agreement shall remain in full force and
effect.

3.2        This Agreement will enure to the benefit of and be binding upon the
parties and their respective successors and permitted assigns.

3.3        This Agreement will be governed by and construed in accordance with
the laws of British Columbia.

3.4        This Agreement may be executed in several counterparts, each of which
will be deemed to be an original and all of which will together constitute one
and the same instrument.

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3.5        Except as expressly amended by this Agreement, the Management
Agreement is hereby ratified and confirmed.

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first
above written.

SIGNED, SEALED and DELIVERED by ROBERT RUDMAN in the    )
presence of:                                            )
                                                        )
/s/ Jeff Finkelstein                                    )
--------------------                                    )
Signature                                               )
Jeff Finkelstein                                        )   /s/ Robert Rudman
----------------                                        )   -----------------
Print Name                                              )   ROBERT RUDMAN
Suite 150 - 13151 Vanier Place                          )
------------------------------                          )
Address                                                 )
Richmond, BC  V6V 2J1                                   )
---------------------                                   )
                                                        )
C.A.                                                    )
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Occupation                                              )



SMARTIRE SYSTEMS INC.

Per:     /s/ Jeff Finkelstein
         --------------------
         Authorized Signatory

Title:   Chief Financial Officer
         -----------------------



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