0001085037-03-000755 Sample Contracts

STOCK PURCHASE WARRANT To Purchase 3,290,596 Shares of Common Stock of SMARTIRE SYSTEMS, INC.
Security Agreement • November 4th, 2003 • Smartire Systems Inc • Industrial instruments for measurement, display, and control

THIS STOCK PURCHASE WARRANT CERTIFIES that, for value received, Palisades Master Fund, L.P. (the "Holder"), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October 27, 2003 (the "Initial Exercise Date") and on or prior to the close of business on the fifth (5th) anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from SmarTire Systems, Inc., a corporation continued in the Yukon Territory (the "Company"), up to 3,290,596 shares (the "Warrant Shares") of Common Stock, without par value per share, of the Company (the "Common Stock"). The purchase price of one share of Common Stock (the "Exercise Price") under this Warrant shall be $0.20, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. Capitalized terms used and not

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STOCK PURCHASE WARRANT To Purchase 1,000,000 Shares of Common Stock of SmarTire Systems, Inc.
Securities Purchase Agreement • November 4th, 2003 • Smartire Systems Inc • Industrial instruments for measurement, display, and control

THIS STOCK PURCHASE WARRANT CERTIFIES that, for value received, Talisman Management Limited (the "Holder"), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July 23, 2003 (the "Initial Exercise Date") and on or prior to the close of business on the third anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from SmarTire Systems, Inc., a corporation incorporated in the Yukon Territory (the "Company"), up to 1,000,000 shares (the "Warrant Shares") of Common Stock, no par value per share, of the Company (the "Common Stock"). The purchase price of one share of Common Stock (the "Exercise Price") under this Warrant shall be $0.1955, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. Capitalized terms used and not otherwise

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • November 4th, 2003 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • New York

This COMMON STOCK PURCHASE AGREEMENT (this "Agreement") is dated as of July 23, 2003 by and between SmarTire Systems, Inc., a Yukon Territory corporation (the "Company") and Talisman Management Limited (the "Purchaser").

SmarTire Systems Inc. Suite 150, 13151 Vanier Place Richmond, British Columbia Canada, V6V 2J1
Common Stock Purchase Warrants • November 4th, 2003 • Smartire Systems Inc • Industrial instruments for measurement, display, and control
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