0001085037-02-000754 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 26th, 2002 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • New Jersey

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 21, 2002 by and between SMARTIRE SYSTEMS INC., a British Columbia corporation, with its principal office located at Suite 150, 13151 Vanier Place, Richmond, British Columbia, Canada V6V 2J1 (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor").

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INVESTOR REGISTRATION RIGHTS AGREEMENT
Investor Registration Rights Agreement • December 26th, 2002 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • New Jersey

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 21, 2002, by and among SMARTIRE SYSTEMS INC., a British Columbia corporation, with its principal office located at Suite 150, 13151 Vanier Place, Richmond, British Columbia, Canada, V6V 2J1 (the "Company"), and the undersigned Investor ( the "Investor").

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SECURITY AGREEMENT
Security Agreement • December 26th, 2002 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • New Jersey

THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of November 21, 2002, by and between SMARTIRE SYSTEMS INC., (the "Company") and the BUYER listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof. (the "Secured Party").

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 26th, 2002 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • New Jersey

THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of November 21, 2002, by and among SMARTIRE SYSTEMS, INC., a British Columbia corporation, with headquarters located at Suite 150-13151 Vanier Place, Richmond, British Columbia Canada, V6V 2J1 (the "Company"), and the Buyer listed on Schedule I attached hereto (the "Buyer" ).

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ESCROW AGREEMENT
Escrow Agreement • December 26th, 2002 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • New Jersey

THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of November 21, 2002, by SMARTIRE SYSTEMS INC., a British Columbia corporation (the "Company"); the Buyer(s) listed on the Securities Purchase Agreement, dated the date hereof, (the "Investor"), and WACHOVIA BANK, N.A., a national banking association, as the Escrow Agent hereunder (the "Escrow Agent").

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COLLABORATIVE AGREEMENT BETWEEN Visteon Corporation and SmarTire Systems, Inc
Agreement • December 26th, 2002 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • Michigan

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the SmarTire and VISTEON agree as follows:

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