exhibit10105.htm


    
      

      

    

     

    
      

      

    

    Exhibit
      10.105

     

     

    
      May
        24,
        2007

      


      SmarTire
        Systems Inc.

      13151
        Vanier Place, Suite 150

      Richmond,
        British Columbia

      V6V
        2J1

      


      Re:
        Registration rights on financial instruments held by Cornell Capital Partners,
        LP (“Cornell”), Starome Investments Limited (“Starome”),
        Xentennial Holdings Limited (“Xentennial”) and Staraim Enterprises
        Limited (“Staraim”)

      


      The
        following financial instruments are held by the entities identified
        below:

      


      
        	
                Date
                  of Instrument

              	
                Financial
                  Instrument

              	
                Amount

              	
                Held
                  by

              
	
                March
                  22 05

              	
                5%
                  convertible preferred stock and warrants

              	
                $    4.0
                  million

              	
                Cornell

              
	
                May
                  27 05

              	
                5%
                  convertible debenture and warrants

              	
                $    1.5
                  million

              	
                Cornell

              
	
                Dec.
                  30 05

              	
                10%
                  convertible debenture and warrants

              	
                $    8.0
                  million

              	
                Xentennial

              
	
                Dec.
                  30 05

              	
                10%
                  convertible debenture and warrants

              	
                $   20.0
                  million

              	
                Starome

              
	
                Dec.
                  30 05

              	
                10%
                  convertible debenture and warrants

              	
                $    2.0
                  million

              	
                Staraim

              


      

      


      On
        January 11, 2006, SmarTire filed with the SEC a registration statement on
        Form
        SB-2, as amended (the “Registration Statement”).  The
        Registration Statement was not declared effective on or before May 11, 2006,
        resulting in SmarTire being in non-compliance with Section 2 of the financial
        instruments and related agreements identified above (the “Financial
        Instruments”).

      


      Each
        of
        Cornell, Starome, Xentennial and Staraim agrees that an Event of Default
        (as
        defined in the applicable Financial Instrument) has not occurred as a result
        of
        the Registration Statement not being declared effective by the SEC and each
        of
        Cornell, Starome, Xentennial and Staraim waives any and all of its rights
        under
        the applicable default provisions of the Financial Instruments affected by
        this
        non-compliance. 

      


      


      Yours
        very truly,

      


      
        	
                Cornell
                  Capital Partners, LP

                 

                /s/
                  David Gonzalez

                By:  David
                  Gonzalez

                Its:  Managing
                  Partner & General Counsel

                 

                 

              	
                Starome
                  Investments Limited

                 

                /s/
                  Michael Weiss

                By:
                  Michael Weiss

                Its:  Director

              	
                Staraim
                  Enterprises Limited

                 

                /s/
                  David Gonzalez

                By:
                  David Gonzalez

                Its:  Member

              
	
                 

                 

                 

                 

                 

                 

                 

                Agreed
                  and Acknowledged on May 24, 2007

                 

                SmarTire
                  Systems Inc.

                 

                By:  /s/
                  Jeff Finkelstein

                By:
                  Jeff Finekelstein

                Its:  Chief
                  Financial Officer

              	 	
                 

                Xentennial
                  Holdings Limited

                 

                /s/
                  David Gonzalez

                By:
                  David Gonzalez

                Its:  Member