**Exhibit
      10.67**




**CONSULTING
        AGREEMENT**
 
 
 THIS
        CONSULTING AGREEMENT (the “ **Agreement** ”)
        is
        effective as of June 30, 2005, (the “ **Effective
        Date** ”)
        by and
        between SmarTire Systems, Inc., **** a
        Yukon
        corporation having an office at #150 - 13151 Vanier Place, Richmond, BC V6V
        2J1,
        Canada and Robert Rudman, a business person with an address at 4100 North
        Ocean
        Drive, Suite 401, Singer Island, West Palm Beach, Florida, USA 33404 (the
        “ **Consultant** ”).
 
 **RECITALS**
 
 WHEREAS:
 
 A.
            The
                Company is engaged, among other things, in designing and manufacturing
                tire pressure monitoring and related
                systems; 
 B.
            The
                Consultant is engaged, among other things, in providing financial
                management, business development and business consulting services;
                and; 
 C.
            During
                the Term of this agreement the consultant shall be provided with
                insider
                information to facilitate his planning of investor relations
                programs; 
 D.
            The
                Company desires to receive consulting services from the Consultant,
                and
                the Consultant desires to provide such services to the Company, under
                the
                terms and conditions contained herein. 
 NOW,
        THEREFORE, it is hereby agreed as follows:
 
 **1.**
            **ENGAGEMENT**  The
        Company hereby engages with the Consultant and the Consultant hereby agrees
        to
        provide to the Company the services described in Section 2 below beginning
        upon
        the Effective Date.
 
 **2.**
            **SCOPE
                OF CONSULTING SERVICES**  Throughout
        the period of this Agreement, the Consultant shall perform faithfully and
        to the
        best of his ability the following consulting services (the “ **Consulting
        Services** ”):
 
 2.1  Develop
        the corporate plan for investor relations and submit plans to the management
        of
        the company for approval:
 
 2.2  implement
        the investor relationship programs in conjunction with the Company;
 
 2.3  assistance
        to the Company in business development and identifying business
        opportunities;
 
 2.4  assistance
        to the Company in developing financial and management strategies;
 
 2.5  provide
        details of contacts, relationships, agreements, letters and similar items
        such
        that at the completion of the Term, the Company shall be able to make a smooth
        transition of the consulting services back to the Company;
 
 2.6  anything
        incidental to the foregoing to facilitate the performance of the Consultant’s
        obligations hereunder;
 
 2.7  provide
        a monthly report to the Company summarizing the major activities, results
        obtained, issues and proposed future activities; and
 
 2.8  act
        as a
        director of the Company and chairman of the Board if requested and appointed
        by
        the Company and/or elected by the shareholders.
 
 **3.**
            **COMPENSATION** 
 The
        Company agrees to pay to the Consultant and the Consultant agrees to accept
        consulting fees as follows: commencing on the Effective Date and ending on
        the
        date of termination of this Agreement, the Company shall pay to the Consultant
        monthly as a fee for the Consulting Services an amount equal to US$20,000
        (the
“ **Consulting
        Fee** ”).
        The
        Company shall pay the Consulting Fee to the Consultant not later than 30
        days
        following the month in which the relevant Consulting Services were rendered.
        The
        Consultant is not entitled to any employee benefits. Any stock options in
        the
        capital of the Company held by the Consultant will remain exercisable for
        the
        period that this Agreement is in effect and including 90 days after its
        termination if the Consultant resigns as a Director..
 
 **4.**
            **CONSULTANT’S
                UNDERTAKINGS** 
 4.1  In
        the
        performance of its duties under this Agreement, the Consultant shall at all
        times conform to, and act in accordance with, any requirements imposed by
        any
        applicable provisions of law.
 
 4.2  Notwithstanding
        anything to the contrary in this Agreement, the Consultant may perform the
        Consulting Services and any other services for entities other than the
        Company.
 
 **5.**
            **EXPENSES** 
 The
        Company will pay or reimburse the Consultant for expenses incurred on behalf
        of
        the Company in connection with the performance of the Consulting Services
        hereunder, subject to the prior written approval of the Company, including
        but
        not limited to, expenses for overseas business trips (including airline tickets,
        accomodations and per diem), entertainment and international communication
        costs. Reimbursement by the Company to the Consultant of expenses will be
        made
        upon the presentation by the Consultant to the Company of itemized accounts
        or
        receipts, reasonably satisfactory to the Company.
 
 **6.**
            **PAYMENTS
                TO CONSULTANT** 
 All
        payments required to be made by the Company to the Consultant hereunder will
        be
        made after receipt of the Consultant’s invoice, by transfer to the Consultant’s
        bank account number or by cheque, as directed by the Consultant to the Company.
 
 **7.**
            **TERM
                AND EFFECT OF TERMINATION OF
                AGREEMENT** 7.1  This
        Agreement is deemed effective as of the Effective Date and will continue
        in
        force and effect for 12 months unless renewed by mutual agreement of both
        parties.
 
 7.2  Notwithstanding
        anything to the contrary, in the event of a Justifiable Cause (as defined
        below
        and subject to any applicable law), the Company shall be entitled to terminate
        this Agreement effective immediately. The term “ **Justifiable
        Cause** ”
shall
        mean any behavior of the Consultant that amounts to :
        (a)
        committing any felony involving moral turpitude; (b) embezzlement of funds
        of
        the Company or its subsidiaries; or (c) any conduct (other than conduct in
        good
        faith) materially detrimental to the Company.
 7.3  The
        Consultant may terminate this Agreement by giving 30 days notice at any
        time.
  7.4  Upon
        termination of this Agreement, the Consultant shall not, without the prior
        written consent of the Company, engage directly or indirectly, either as
        principal or agent, or as director, shareholder, officer, manager, employee,
        advisor or consultant of a Company, or in any manner carry on, be concerned
        with
        or interested in, or assist in any manner whatsoever any other person or
        company
        in North America, China, Japan or Europe in the business of providing tire
        pressure monitoring systems for a period of three (3) years from the date
        this
        Agreement is terminated.
  
 **8.**
            **DISCLOSURE
                OF INFORMATION** 
 The
        Consultant acknowledges that the Company is publicly traded on a recognized
        U.S.
        stock exchange, or the Bulletin Board and that disclosure of information
        regarding the Company must be coordinated with the Company to ensure compliance
        with applicable laws. Therefore, in connection with the Consultant’s performance
        of this Agreement, the Consultant shall sign the non-disclosure and
        confidentiality agreement attached hereto as Exhibit A.
 
 **9.**
            **INDEPENDENT
                CONTRACTOR** 
 The
        Consultant will serve as an independent contractor to and not as an agent
        or
        employee of the Company or any of its affiliates and will have no authority
        to
        bind or commit the Company in any way. The Consultant will be solely responsible
        for any income tax and other such assessments made or imposed upon the
        Consultant by any governmental authority.
 
 **10.**
            **TERMINATION
                OF MANAGEMENT AGREEMENT** 
 The
        Parties agree and acknowledge that commencing on the Effective Date, any
        other
        compensation arrangement or agreement other than existing stock options between
        the Company and the Consultant are terminated and no rights or obligations
        exist
        between the parties, other than under this Agreement.
 
 **11.**
            **NOTICES** 
 11.1  Any
        notice to be given by either party to the other will be in writing and will
        be
        served by delivering the same by courier or by facsimile or by registered
        mail,
        postage prepaid, addressed to the other party’s address herein set forth. Notice
        sent by telecopier will be deemed to be delivered on the next business day
        following transmission, provided that confirmation of receipt of the telecopier
        transmission by the addressee is obtained by the sender and the original
        properly addressed notice is delivered to the addressee within 3 (three)
        calendar days.
   11.2  The
        addresses of the parties for the purposes hereof are as follows:
  To
        the
        Company :
 #150
        -
        13151 Vanier Place
 Richmond,
        BC V6V 2J1
 Canada
 Attention:
        The President
 Fax
        no:
        (604) 276-2353
 
 To
        the
        Consultant
 
 Attention:
        Robert Rudman
 4100
        North Ocean Drive, Suite 401
 Singer
        Island, Florida, USA, 33404
  **12.**
            **GENERAL
                PROVISIONS** 
 12.1  This
        Agreement will not be amended, modified or varied by any oral agreement or
        representation or otherwise than by written instrument executed by both parties
        or their duly authorized representatives.
 
 12.2  Neither
        party hereto shall assign any of its rights and obligations hereunder without
        the prior written consent of the other party. The Company, however, may assign
        this Agreement to a subsidiary or affiliate of the Company or to a purchaser
        of
        all or part of the Company’s assets or shares.
 
 12.3  Either
        party’s failure at any time to require strict compliance by the other party of
        the provisions of this Agreement shall not diminish such party’s right
        thereafter to demand strict compliance therewith or with any other provision.
        Waiver of any particular default shall not waive any other default.
 
 12.4  This
        Agreement will be governed by and construed in accordance with the law of
        the
        Province of British Columbia.
 
 12.5  In
        the
        event that any provision of this Agreement shall be deemed unlawful or otherwise
        unenforceable, such provision shall be severed from this Agreement and the
        balance of the Agreement shall continue in full force and effect.
  12.6  Unless
        otherwise provided, all dollar amounts referred to in this Agreement are
        in
        lawful money of Canada.
 
 12.7  This
        Agreement including the preamble thereto, together with any annexes attached
        hereto constitutes the entire agreement and understanding between the parties
        and merges all prior or contemporaneous oral or written communication between
        them.
 
 **IN
        WITNESS WHEREOF** ,
        the
        parties have executed this Agreement the 30th day of June, 2005 to be
        effective as of the 30th day of June, 2005.
 
 **SMARTIRE
                  SYSTEMS, INC.**
                
                
                Per:        */s/Al
                  Kozak*
                Authorized
                  Signatory
 
 
 SIGNED
                  and DELIVERED by
                ROBERT
                  RUDMANin
                  the presence of:
                
                */s/
                  Douglas P. Martin*
                Douglas
                  P. Martin
                Print
                  Name
                
                500
                  Australian Ave S
                Suite
                  700 West P. Beach FL
                  33401
                Address
                Consultant
                  Occupation
              )
                )
                )
                )
                )
                )
                )
                )
                )
                )
                )
                )
                )
              */s/
                  Robert Rudman*
                **ROBERT
                  RUDMAN**
 
 
 **EXHIBIT
        A**
 
 **NON-DISCLOSURE
        AND CONFIDENTIALITY**
 
 
 The
        undersigned, ROBERT
        RUDMAN ,
        (the **“Consultant”** )
        undertakes and confirms to SMARTIRE
        SYSTEMS, INC. and its
        affiliates and subsidiaries anywhere in the world (the **“Company”** )
        as
        follows:
 
 Confidentiality . **** The
        Consultant, its principals, employees and agents will regard and retain as
        confidential, and will not divulge to any third party or use for any
        unauthorized purposes either during or after the term of the Consulting
        Agreement dated effective June 30, 2005 (the **“Agreement”** ),
        any
        proprietary or confidential information or know-how that the Consultant acquired
        while providing the services to the Company, or in consequence of providing
        the
        services to the Company, or related to the services provided under the
        Agreement, without the written consent of an authorized representative of
        the
        Company.
 
 Confidential
        Information.  **** Confidential
        Information includes, but is not limited to, information related to actual
        or
        anticipated products, inventions, hardware, software, methods of manufacture,
        trade secrets, business plans, customers, supplies, finances, and any other
        data
        related to the business or affairs of the Company. Confidential Information
        will
        include written information or oral information in tangible or intangible
        form.
 
 Return
        of Confidential Information.  **** All
        documents including, but not limited to, notebooks, notes, memoranda, records,
        diagrams, blueprints, bulletins, formulas, reports, computer programs and
        other
        data of any kind coming into my possession or prepared by the Consultant
        in
        connection with the services provided under the Agreement are the exclusive
        property of the Company. The Consultant agrees to return to the Company all
        such
        documents upon termination of the Agreement unless specific written consent
        is
        obtained from the Company to release any such record.
 
 No
        Conflicting Obligations.  **** The
        Consultant will not disclose to the Company any confidential information
        or
        material belonging to a third party, including that belonging to any prior
        contractor, unless the Consultant has first received the written approval
        of
        that third party and presents such approval to the Company.
 
 Executed
        this 30th day
        of
        June, 2005
 
 
 WITNESSED
                  BY:
                
                */s/
                    Douglas P. Martin*
                  Douglas
                    P. Martin
                  Print
                    Name
                  
                  500
                    Australian Ave S
                  Suite
                    700 West P. Beach FL
                    33401
                  Address
                  Consultant
                    Occupation
              )
                )
                )
                )
                )
                )
                )
                )
                )
                )
              */s/
                  Robert Rudman*
                **ROBERT
                  RUDMAN**