exhibit10108.htm


    
      

      

    

    Exhibit
      10.108

     

    
      


       

      SmarTire
        Systems Inc.

      13151
        Vanier Place, Suite 150

      Richmond,
        British Columbia V6V 2J1

       

      May
        10,
        2007

       

      Re:           Consent
        to issue additional share purchase options

       

      Thank
        you
        for providing us with your consent to the matters addressed in our letter
        dated
        January 19, 2007 and February 16, 2007.  In permitting us to reprice
        options and grant shares to employees and ex-employees, you provided valuable
        assistance in our continuing effort to add efficiencies to our
        operations.  However, in the process we have realized that we omitted
        the repricing of options to an employee on maternity leave. As such, we are
        now
        requesting that you consent to our repricing an additional 75,000 share purchase
        options held by our employees.   Therefore, we hereby request
        that you consent to the repricing of these additional 75,000 share purchase
        options to a price equal to $0.035 effective January 19, 2007 with the
        understanding that this repricing will not result in any adjustment of the
        conversion or exercise price under price adjustment clause(s) contained in
        any
        of the Financial Instruments listed below.

       

      To
        the
        Company’s knowledge, the following is a list of the Financial Instruments, the
        face amount of the Financial Instruments, and the names of the persons to
        whom
        these Financial Instruments were issued:

      


      


      
        	
                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”)

              
	
                January
                  23, 2007

              	
                10%
                  convertible debenture

              	
                $    684,000

              	
                Xentennial
                  Holdings Limited (“Xentennial”)

              
	
                February
                  9, 2007

              	
                10%
                  convertible debenture

              	
                $    334,000

              	
                Xentennial
                  Holdings Limited (“Xentennial”)

              
	
                March
                  2, 2007

              	
                10%
                  convertible debenture

              	
                $    782,000

              	
                Xentennial
                  Holdings Limited (“Xentennial”)

              
	
                April
                  27, 2007

              	
                10%
                  convertible debenture

              	
                $    1.15
                  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”)

              


      

      


       

      By
        executing this consent and waiver in the space provided below, each holder
        of a
        Financial Instrument hereby consents to the repricing of an additional 75,000
        share purchase options, for an aggregate total of up to 8.6 million share
        purchase options, held by employees of the Company to a price equal to the
        market price on the date of repricing and the signatory hereby waives
        application of any price adjustment clause contained in any Financial Instrument
        directly or indirectly owned by the signatory that would otherwise have had
        effect upon the occurrence of any one or more of the foregoing.

       

      Yours
        very truly,

      


      
        	
                Cornell
                  Capital Partners, LP

                 

                /s/
                  Mark Angelo

                By:  Mark
                  Angelo

                Title:
                  President and Portfolio Manager

                 

              	
                Xentennial
                  Holdings Limited

                 

                
                  /s/
                    Mark Angelo

                  By:  Mark
                    Angelo

                  Title:
                    

                

                 

              
	
                Starome
                  Investments Limited

                 

                /s/
                  Michael Weiss

                By:
                  Michael Weiss

                Title:
                  Director

                 

                 

              	
                Staraim
                  Enterprises Limited

                 

                
                  /s/
                    Mark Angelo

                  By:  Mark
                    Angelo

                  Title:
                    

                

              


      

      


      
        
          	
                  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