EX-10.75


    Exhibit 10.75

    


      December
        15, 2006

      


      SmarTire
        Systems Inc. 

      13151
        Vanier Place, Suite 150

      Richmond,
        British Columbia V6V 2J1

      


      Re:
         New
        Financing

      


      The
        following financial instruments (the “Financial
        Instruments”)
        are
        held by the entities identified below:

      


      
        	
                Date
                  of Instrument

              	
                Financial
                  Instrument

              	
                Amount

              	
                Held
                  by

              
	
                March
                  22, 2005

              	
                5%
                  convertible preferred stock and warrants 

              	
                $
                  4.0 million

              	
                Cornell
                  Capital Partners, LP (“Cornell”)

              
	
                May
                  27, 2005

              	
                5%
                  convertible debenture and warrants

              	
                $
                  1.5 million

              	
                Cornell
                  

              
	
                Dec.
                  30, 2005

              	
                10%
                  convertible debenture and warrants

              	
                $
                  8.0 million

              	
                Xentennial
                  Holdings Limited (“Xentennial”)

              
	
                Dec.
                  30, 2005

              	
                10%
                  convertible debenture and warrants

              	
                $
                  20.0 million

              	
                Starome
                  Investments Limited (“Starome”)

              
	
                Dec.
                  30, 2005

              	
                10%
                  convertible debenture and warrants

              	
                $
                  2.0 million

              	
                Staraim
                  Enterprises Limited (“Staraim”)

              


      

      


      We
        understand that on November 7, 2006 SmarTire Systems Inc. closed on a $1.2
        million securities purchase agreement providing for the sale by SmarTire,
        and
        the purchase by an unrelated entity, of a 10% convertible debenture due in
        October 2008 (the “New
        Financing”).

      


      Each
        of
        Cornell, Starome, Xentennial and Staraim agrees that SmarTire’s consummation of
        the New Financing will not constitute an “event of default” (as defined in the
        applicable Financial Instrument) under or a breach by SmarTire of any provision
        contained in the Financial Instruments. 

      


      Yours
        very truly,

      


      
        	
                Cornell
                  Capital Partners, LP

                 

                /s/
                  Mark Angelo

                By:
                  Mark Angelo

                Its:
                  President and Portfolio Manager

              	
                Xentennial
                  Holdings Limited

                 

                /s/
                  Mark Angelo

                By:
                  Mark Angelo

                Its:
                  President and Portfolio Manager

              
	
                Starome
                  Investments Limited

                 

                /s/
                  Michael Weiss

                By:
                  Michael Weiss

                Its:
                  Director

              	
                Staraim
                  Enterprises Limited

                 

                /s/
                  Mark Angelo

                By:
                  Mark Angelo

                Its:
                  President and Portfolio Manager