exhibit10107.htm


    
      

      

    

     

    
      

      

    

    Exhibit
      10.107

     

     

    
      May
        25,
        2007

      


      


      


      SmarTire
        Systems Inc.

      13151
        Vanier Place, Suite 150

      Richmond,
        British Columbia

      V6V
        2J1

      


      
        	
                Re:

              	
                Registration
                  rights on financial instruments held by TAIB Bank, B.S.C. (“TAIB”), and
                  Certain Wealth, Ltd (“Certain
                  Wealth”)

              


      

      


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

      


      
        	
                Date
                  of Instrument

              	
                Financial
                  Instrument

              	
                Amount

              	
                Held
                  by

              
	
                October
                  31, 2006

              	
                10%
                  convertible debenture

              	
                $1.0
                  million

              	
                TAIB

              
	
                October
                  31, 2006

              	
                10%
                  convertible debenture

              	
                $0.2
                  million

              	
                Certain
                  Wealth

              


      

      


      SmarTire
        Systems Inc. (the “Company”) is required pursuant to the registration rights
        agreement with TAIB and Certain Wealth to use its best efforts to have a
        registration statement on Form SB-2 declared effective with the SEC on or
        before
        January 29, 2007 for 150,000,000 shares of the Company’s common stock
        (“Registrable Securities”).  The registration statement was not
        declared effective on or before January 29, 2007.

      


      TAIB
        and
        Certain Wealth each hereby agree that an Event of Default as defined in the
        financial instruments above and all related agreements referenced therein
        (the
“Financial Instruments”) has not occurred as a result of the registration
        statement covering the Registrable Securities not being declared effective
        on or
        before January 29, 2007, and TAIB and Certain Wealth each hereby waive any
        and
        all of their rights under the applicable default provisions of the Financial
        Instruments affected by this noncompliance until June 15, 2007.

      


      


      Very
        truly yours,

      


      
        	
                TAIB
                  Bank, B.S.C.

              	
                Certain
                  Wealth Ltd

              
	 	 
	 	 
	
                 /s/
                  Larry Chaleff

              	
                 /s/
                  Larry Chaleff

              
	
                By:
                  Larry Chaleff

              	
                By:
                  Larry Chaleff

              
	
                Its:
                  Authorized Person

              	
                Its:
                  Authorized Person