TERMINATION AGREEMENT

Exhibit 4.3

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into

effective as of March 22, 2005, by and among SMARTIRE SYSTEMS, INC., a

corporation organized and existing under the laws of the Yukon Territory (the

"Company"), and CORNELL CAPITAL PARTNERS, LP., a Delaware limited partnership

(the "Buyer").

Recitals:

WHEREAS, the Company and Buyer entered into a Securities Purchase

Agreement (the "Securities Purchase Agreement"); a Convertible Debenture in the

amount of Two Million Five Hundred Thousand Dollars ($2,500,000) (the

"Convertible Debenture"); a Security Agreement (the "Security Agreement"); an

Investor Registration Rights Agreement (the "Investor Registration Rights

Agreement"); an Escrow Agreement (the "Escrow Agreement"); and an Irrevocable

Transfer Agent Instructions (the "Irrevocable Transfer Agent Instructions"), all

of which are dated December 15, 2004 as well as a Promissory Note in the amount

of Three Hundred F