Filed by Automated Filing Services Inc. (604) 609-0244 - Braintech, Inc. - Exhibit 10.3






EXECUTIVE EMPLOYMENT AGREEMENT 

WITH STOCK PURCHASE AND STOCK OPTION PROVISIONS 

THIS AGREEMENT is made as of 22nd day of October, 2007 (the
“Effective Date”), and between Braintech, Inc., a U.S. corporation (the
“Company”) and Frederick (Rick) Weidinger (the “Executive”). 

RECITALS: 

A. The Company and its wholly owned subsidiary Braintech
Canada, Inc. are engaged in the business of developing advanced vision software
and selling robot vision technologies and related engineering services world
wide; 

B. in furtherance of its business objectives, the Company
wishes to move its principle executive business offices to Washington, D.C. and
hire the Executive as Chairman and Chief Executive Officer on the terms
and conditions set forth in this Agreement; and

C. the Company and the Executive also desire to enter into an
agreement pursuant to which, as set forth in Appendix I and Schedule A attached
hereto, the Executive will purchase 8,000,000 shares of the Company’s common
stock at the purchase price of $0.01 per share for a total of $80,000, and
pursuant to which the Company will grant to the Executive stock options to
purchase 2,000,000 shares of the Company at an exercise price equal to 85% of
the closing market value on the date of execution of this Agreement, thereby
providing the Executive with additional incentives to maximize the Executive’s
efforts to develop the Company to the fullest extent possible, and to achieve
the targets hereinafter defined. 

THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows: 

PROVISIONS RELATING TO EMPLOYMENT 

	1. 	
      Employment

	 	 
	1.1 	
      Term. As of the Effective Date, the Company will
      employ the Executive, and the Executive accepts employment with the
      Company, upon the terms and conditions set forth in this Agreement. The
      Executive’s employment with the Company is for an indefinite term and will
      continue until or unless terminated as provided in this Agreement. The
      period of employment is referred to as the “Employment Period”.

	 	 
	1.2 	
      Position The Executive will serve as the Chief
      Executive Officer (“CEO”) of the Company and the Executive will also serve
      as Chairman of the Board for the Company.







- 2 - 

	1.3 	
      Duties. During the Employment Period, the
      Executive will perform the duties, responsibilities and authority
      customarily performed by a CEO, Chairman, director, and fiduciary of a
      company, including without limitation the following:

	 	 	 
		(a) 	
      overseeing and directing all business activities of the
      Company;

	 	 	 
		(b) 	
      developing strategic business plans for the
    Company;

	 	 	 
		(c) 	
      managing and directing the employees of the
    Company;

	 	 	 
		(d) 	
      providing leadership and direction for the
  Company;

	 	 	 
		(e) 	
      overseeing the Company’s efforts for raising capital
      required to advance the strategic objectives of the Company;

	 	 	 
		(f) 	
      overseeing the Company’s relationships with the Company’s
      customers, suppliers, strategic partners, and other organizations
      important to the strategic business objectives of the Company;
  and

	 	 	 
		(g) 	
      as Chairman, presiding over meetings of the Board of
      Directors and having such other duties as are customary for the Chairman
      of the Board of Directors of a public company.

	 	 	 
	1.4 	
      Reporting. The Executive will report to the Board
      of Directors.

	 	 	 
	1.5 	
      Best Efforts. The Executive will devote his best
      efforts and his full business time and attention (except for permitted
      activities and other permitted board activities, vacation periods, or
      reasonable periods of illness or other incapacity) to the business and
      affairs of the Company and its subsidiaries. The Executive will perform
      his duties and responsibilities to the best of his abilities in a
      diligent, trustworthy, businesslike and efficient manner.

	 	 	 
	1.6 	
      Other Business Activities. The Executive may serve
      in the capacity of director of other corporations or charities provided
      that activity does not materially interfere with Executive’s ability to
      perform his duties hereunder and that any such entities do not compete
      with the business.

	 	 	 
	1.7 	
      Permission to Re-organize. The Executive will not,
      without the prior specific written permission of the Board of Directors
      and the shareholders (to the extent the Company’s bylaws or applicable law
      require shareholder approval) undertake or engage in any transaction that
      would result a reverse stock split of the Company’s share capital, or
      undertake or engage in any transaction that would result in the common
      shares being no longer listed on a recognized stock exchange or stock
      market in a “going private” transaction.







- 3 - 

	2. 	
      Compensation & Perquisites

	 	 
	2.1 	
      Base Salary. During the Employment Period, the
      Executive’s base salary will be $258,000 (US Funds) per annum or such
      higher rate as the Board may designate from time to time (the “Base
      Salary”), which salary will be payable in regular installments in
      accordance with the Company’s general payroll practices.

	 	 
	2.2 	
      Signing Bonus. Upon execution of this Agreement,
      the Executive will be granted an options to purchase 2,000,000 shares of
      Common Stock. The stock options received will vest immediately and the
      exercise price of the stock options will be equal to 85% of the closing
      market price of the Common Stock on the date this Agreement is executed by
      the Executive. The stock options will be granted pursuant to the Company’s
      2007 Stock Option Plan, a copy of which is attached as Schedule B and
      which may not be changed in any manner adverse to Executive without
      Executive’s prior written consent. Upon execution of this Agreement, the
      Executive will also purchase 1,000,000 shares of the Company’s common
      stock at the purchase price of $0.01 per share for a total of $10,000. The
      securities issued pursuant to this signing bonus are a portion of the
      securities referred to in Recital C.

	 	 
	2.3 	
      Bonus & Incentive Compensation. The Executive
      will be entitled to cash and other performance bonuses normally granted to
      individuals in positions equalvalent to the Executive. These bonuses and
      performance levels will be determined by the Board of Directors of the
      Company.

	 	 
		
      The Executive will also be entitled to bonuses based on
      achieving certain milestones, which will be provided in the form of issued
      restricted Common Stock (the “Bonus Stock”) of the Company and options to
      purchase Common Stock (the “Bonus Stock Options”) of the Company, in
      accordance with the Bonus Stock and Bonus Stock Option Incentive Plan (the
      “Bonus Plan”) attached to this Agreement as Schedule “A”. The milestones
      and level of incentive compensation are detailed in the Executive Bonus
      Securities Compensation Structure as set forth in Appendix I of this
      Agreement.

	 	 
		
      The securities to be issued pursuant to the Bonus Stock
      and Bonus Stock Option Plan have not been registered under the Securities
      Act of 1933, as amended (the “Act”), and may not be sold or transferred in
      the absence of an effective Registration Statement under the Act or an
      exemption from registration thereunder.

	 	 
		
      The Board of Directors of the Company has approved the
      Bonus Plan (Schedule “A”) and this Executive Employment Agreement
      including Appendix I attached hereto. Upon execution of this Agreement,
      the Company will immediately undertake to obtain shareholder approval of
      the registration of the securities to be issued under the Bonus Plan by
      filing a Form S-8 Registration Statement under the Securities Act of 1933.
      Act.

	 	 
	2.4 	
      Health and Welfare Benefits. The Executive will be
      entitled to participate in all health and welfare benefit insurance and
      programs that the Company provides from time to time for its senior
      executive employees and their dependents.







- 4 - 

	2.5 	
      Transition Expenses. The Company and Executive
      acknowledge that the Company’s principal business offices will be moved
      from North Vancouver, BC, to the metropolitan area of Washington DC within
      approximately nine (9) months of the Effective Date. Until such time as
      the Company’s offices have been so relocated, the Company will reimburse
      the Executive for expenses as follows:

	 	 	 	 
		(a) 	
      First class travel to the Company’s offices in North
      Vancouver from his home in Great Falls, Virginia;

	 	 	 	 
		(b) 	
      hotel (and/or apartment rental) and meal expenses while
      working in North Vancouver; and

	 	 	 	 
		(c) 	
      three (3) round trips per month in order for the
      Executive to visit his family in Great Falls, Virginia. Until such time as
      the relocation to Washington DC has occurred, Executive, in his
      discretion, may perform his duties hereunder both at the Company’s offices
      in North Vancouver as well as from his home office in the Washington DC
      metropolitan area. In the event that the relocation has not occurred
      within a nine month period from Effective Date, Executive shall no longer
      be required to perform any duties from the North Vancouver office but may
      perform all duties from his home office in the Washington DC metropolitan
      area.

	 	 	 	 
	2.6 	
      Business Expenses. The Company will reimburse the
      Executive for all reasonable expenses incurred by him in the course of
      performing his duties under this Agreement which are consistent with the
      Company’s policies in effect from time to time with respect to travel,
      entertainment and other business expenses, subject to the Company’s
      customary requirements with respect to reporting and documentation of such
      expenses. The Company will also reimburse the Executive for any legal fee
      reasonably incurred in the initial negotiation of this Agreement. All such
      expenses to be reimbursed within ten business days.

	 	 	 	 
	2.7 	
      Vacation. The Executive will be entitled to six
      (6) weeks of paid vacation per year.

	 	 	 	 
	2.8 	
      Personal Business Affairs. In addition to the
      vacation time off referred to in section 2.7, the Executive will also be
      entitled to paid time off to attend, at his own cost, up to eight (8) A1
      GP races between the Effective Date and May 30, 2008.

	 	 	 	 
	3. 	
      Termination

	 	 	 	 
	3.1 	
      Definitions. For the purposes of this Agreement,
      the terms “Just Cause” and “Good Reason” are set out as follows:

	 	 	 	 
		(a) 	
      “Just Cause” means:

	 	 	 	 
			(i) 	
      an act or acts of material dishonesty on the part of the
      Executive resulting or intending to result directly or indirectly in
      substantial gain or personal enrichment to which the Executive was not
      legally entitled at the expense of the
Company;







- 5 - 

	 		(ii) 	
      any material breach by the Executive of the terms of this
      Agreement, and repeated and demonstrated failure on the part of the
      Executive to perform his duties hereunder or lawful directives of the
      Board, and where the Executive fails to remedy the failure or breach
      within 30 days after receiving written notice of such failure;
or

	 	 	 	 
	 		(iii) 	
      a material breach of the Executive’s duties or
      responsibilities resulting in material injury to the Company or any of its
      subsidiaries where the Executive fails to remedy the failure or breach
      within 30 days after receiving written notice of such failure or
      breach; provided, however, that such breach shall not include: (1)
      bad judgment on the part of the Executive, (2) any act or omission
      believed by the Executive in good faith to have been in or not opposed to
      the interests of the Company or its subsidiaries; or (3) any act or
      omission in respect of which a determination could properly be made that
      the Executive met the applicable standard of conduct prescribed for
      indemnification or reimbursement or payment of expenses under the by-laws
      of the Company or any of its subsidiaries, the laws of the province of
      British Columbia or the State of Delaware, or the directors’ and
      officers’ liability insurance of the Company and its subsidiaries, in each
      case as in effect at the time of such act or omission.

	 	 	 	 
	 	(b) 	
      “Good Reason” means:

	 	 	 	 
	 		(i) 	
      the assignment to the Executive of any duties
      inconsistent with the Executive’s status as CEO of the Company, or a
      substantial adverse alteration in the nature or status of the Executive’s
      responsibilities or any change in the Executive’s title;

	 	 	 	 
	 		(ii) 	
      the failure by the Company, without the Executive’s
      consent, to pay to the Executive any portion of his earned compensation
      within ten (10) business days of the date such compensation is due or
      other breach by the Company of any of its obligations hereunder;

	 	 	 	 
	 		(iii) 	
      any material change in the Bonus Stock and Bonus Stock
      Option Incentive Plan which forms part of this Agreement;

	 	 	 	 
	 		(iv) 	
      any requirement for the Executive to relocate to any
      metropolitan area outside of the Washington DC metropolitan area;
  or

	 	 	 	 
	 		(v) 	
      the failure of the Company, prior to the Effective Date,
      to have disclosed to Executive any violations by the Company of the
      securities laws of any jurisdiction, any pending investigations regarding
      the foregoing or any material agreements between the Company and any
      shareholder or related party.







- 6 - 

	3.2 	
      Termination by the Company. The Company may
      terminate the employment of the Executive without notice (or payment in
      lieu thereof) for Just Cause. In such event, the Executive or the
      Executive’s heirs will be entitled to all unpaid compensation and
      benefits, allowances and perquisites described in Section 2 above up to
      the termination date. In such event, Executive shall be entitled to
      keep all Bonus Stock for which the milestone conditions have been
      satisfied, free of all restrictions, escrows or other conditions and to
      all Bonus Stock Options which are vested as of such time and such Bonus
      Stock Options may be exercised at any time within thirty six (36) months
      of such termination.

	 	 	 	 
	3.3 	
      Termination by the Executive. The Executive may
      terminate this Agreement for any reason by giving the Company 90 days
      prior written notice. The Executive will be entitled to treat his
      employment as having been terminated by the Company without Just Cause in
      the event of any Good Reason.

	 	 	 	 
	3.4 	
      Termination Due to Total Permanent Incapacity.
      Notwithstanding any other provision in this Agreement, the Company may
      terminate the employment of the Executive without notice (or payment in
      lieu thereof) in the event of total permanent disability or death of the
      Executive. For the purposes of this section, “Total Permanent Disability”
      means any physical or mental incapacity, disease or affliction as
      determined by a legally qualified medical practitioner, which prevents the
      Executive from performing his obligations as set out in this Agreement and
      which incapacity persists for a continuous period of six months or more.
      This provision will also be subject to any duty to accommodate or human
      rights laws imposed by any government authority and which supersede any
      terms agreed to between the parties.

	 	 	 	 
	3.5 	
      Severance. In the event of a termination of this
      Agreement by the Company without Just Cause, due to Total Permanent
      Disability or due to the death of the Executive, or by the Executive for
      Good Reason, then the Executive or the Executive’s heirs will be entitled
      to:

	 	 	 	 
		(a) 	
      unpaid compensation and benefits described in Section 2
      earned up to the termination date to be paid within 10 days of
      termination;

	 	 	 	 
		(b) 	
      a lump sum payment (less all deductions required by law
      such as income taxes) equal to the then current Base Salary set out in
      Section 2.1 multiplied by two to be paid within 10 days of
    termination;

	 	 	 	 
		(c) 	
      the continuation of health and welfare benefits described
      in Section 2.4, for a period terminating on the earlier of

	 	 	 	 
			(i) 	
      the date the Executive obtains employment with another
      company, and

	 	 	 	 
			(ii) 	
      two years from the date of termination.

	 	 	 	 
		(d) 	
      despite anything to the contrary set out in The Bonus
      Stock and Bonus Stock Option Incentive Plan (Schedule
  “A”):







- 7 - 

	 	(i) 	
      all restrictions, including escrow restrictions,
      satisfaction of milestones on Bonus Stock issued to the Executive will
      cease and the Executive will have clear title to the Bonus Stock subject
      to no further restrictions or contingencies, and

	 	 	 
	 	(ii) 	
      all Bonus Stock Options granted as of the date of
      termination will immediately vest in the Executive (and all milestones
      shall be deemed satisfied), and may be exercised on any date
      between the date of termination and a date which is 36 months from the
      date of termination.



(e) The Company shall reimburse within
10 days of incurrence, to the full extent provided by law, all legal fees and
expenses that the Executive, the Executive’s legal representatives or the
Executive’s family may reasonably incur or face arising out of or in connection
with this Agreement (but this Agreement only), including any litigation
concerning the validity or enforceability of, or liability under, any provision
of this Agreement or any action by the Executive, the Executive’s legal
representatives or the Executive’s family to enforce his or their rights under
the Agreement (but this Agreement only), provided that the Executive prevails in
such litigation. 

	3.6 	
      Resignation as Director. If the Executive’s
      employment with the Company is terminated for any reason, the Executive
      agrees that he will resign as a director effective on the date of
      termination.

	 	 
	4. 	
      Executive’s Right to Appoint Directors to the
      Company

	 	 
	4.1 	
      As of the date the parties enter into this Agreement, the
      Company’s Board of Directors will consists of (4) directors, of which the
      Executive is one. The Company and the Executive agree that shortly after
      the signing date of this Agreement the Company will increase the number of
      directors to six (6), and at the time the Board is so increased, (and
      provided this Agreement has not been terminated), the Executive will be
      entitled to have up to two (2) of the other six (6) directors chosen by
      the Executive at all times. Further, in preparation for the 2008
      Annual General meeting of Shareholders, the size of the Board of Directors
      shall be increased to 7 and Executive shall be entitled to designate one
      additional Director who has experience in the defense industry in the
      United States.

	 	 
	5. 	
      Confidentiality and Ownership of Work Product &
      Inventions

	 	 
	5.1 	
      Confidential Information. The Executive
      acknowledges that the information obtained by him while employed by the
      Company concerning the business or affairs of the Company or any
      subsidiary of the Company (“Confidential Information”) is the property of
      the Company or its subsidiaries. For the purposes of this Agreement,
      Confidential Information includes information, reports, documents, or data
      pertaining to customer and supplier lists, product pricing, contract
      terms, the products and services manufactured or provided, production and
      operating methods, financial information, intellectual property whether
      patentable or not, trade marks, and the Work Product (defined below)
      whether owned by the Company, Braintech Canada, Inc., or any of the
      Company’s other subsidiaries.







- 8 - 

	5.2 	
      Non-disclosure. The Executive agrees that he will
      not disclose to any unauthorized person or use for his own account any
      Confidential Information without the prior written consent of the Company,
      unless and to the extent that the aforementioned matters become generally
      known to and available for use by the public other than as a result of the
      Executive’s acts or omissions to act, or the Executive is required to
      disclose such Confidential Information in connection with the proper
      performance of his obligations under this Agreement or if required by
      law.

	 	 
	5.3 	
      Return of Confidential Information. The Executive
      will deliver to the Company at the termination of the Employment Period,
      or at any other time the Company may request, all memoranda, notes, plans,
      records, reports, computer tapes and software and other documents and data
      (and copies thereof) containing or relating to the Confidential
      Information which he may then possess or have under his control.

	 	 
	5.4 	
      Work Product. The Company will own all title,
      intellectual property rights, copyright, moral rights, trademarks and
      patents in and to all work product conceived, produced or worked on, by
      the Executive (collectively the “Work Product”) for or in relation to the
      business of the Company or any affiliate or subsidiary while employed by
      the Company. The Executive hereby waives and assigns to the Company any
      and all intellectual property rights including moral rights, copyright,
      trademarks, and patent rights at law or otherwise that the Executive has
      in the Work Product. The Executive will in no event be entitled to claim
      title or ownership interest in the Work Product. Further, the Executive
      will execute any documentation reasonably required by the Company to
      memorialize Company’s existing and continued ownership or rights to the
      Work Product.

	 	 
	5.5 	
      Inventions and Discoveries. The Executive
      will disclose promptly to the Company, any and all inventions, discoveries
      and improvements conceived or made by the Executive while employed by the
      Company and related to the business or activities of the Company or any of
      its subsidiaries or affiliates, and hereby assigns and agrees to assign
      all his interest therein to the Company or its nominee. Whenever requested
      to do so by the Company, the Executive will execute any and all
      applications, assignments or other instruments which the Company will deem
      necessary to apply for and obtain Letters Patent of the United States,
      Canada, or any foreign country or to protect otherwise the Company's
      interest therein.

	 	 
	5.6 	
      Company’s Right to Assign. The Executive agrees
      that the Company may assign the benefits of the Executive’s promises made
      under this Section 5, to any of its subsidiaries if required to.

	 	 
	6. 	
      Non-Compete & Non-Solicitation

	 	 
	6.1 	
      Non-Solicitation of Employees. The Executive will
      not, during the twenty-four (24) month period following the termination of
      this Agreement, regardless of the reason therefore, solicit any person
      then employed by the Company or appointed as a representative of the
      Company to join the Executive as a partner, co-venturer, employee,
      investor or otherwise, in any substantial business activity
    whatsoever.







- 9 - 

	6.2 	
      Non-Solicitation of Clients. The Executive will
      not, during the twenty-four (24) month period following the termination of
      this Agreement, regardless of the reason therefore, solicit, induce, aid
      or suggest to any customer of the Company to leave or terminate its
      customer relationship as may exist during such the twenty-four (24) month
      period. Furthermore, the Executive will not, within the twenty-four (24)
      month period following the termination of this Agreement, directly
      contract with any client of the Company to perform tasks which are in
      competition with the services and products provided to that client by the
      Company.

	 	 
	6.3 	
      Non-Competition. While this Agreement is in effect
      and for a period of the twenty-four (24) months after the termination of
      this Agreement, regardless of the reason therefore, the Executive will
      not, directly or indirectly, either as an employee, employer, consultant,
      agent, principal, partner, stockholder, corporate officer, director, or in
      any other individual or representative capacity, own, operate, control,
      assist, or participate in any business that is in direct competition with
      the business of the Company world-wide. The foregoing prohibitions will
      not apply to ownership by the Executive of less than five percent (5%) of
      the issued or outstanding stock of any company whose shares are listed for
      trading over any public exchange or the over-the-counter market provided
      that the Executive does not control, work in or for any such company in
      any capacity.

	 	 
	6.4 	
      Injunctive Relief. The Executive expressly agrees
      and acknowledges that any breach or threatened breach by him of Sections
      6.1, 6.2, and 6.3 will cause irreparable damage to the Company, for which
      the payment of money will not be an adequate remedy, and that the damages
      flowing from such breach are not readily susceptible to being measured in
      monetary terms. Accordingly, in addition to all of the Company’s rights
      and remedies under this Agreement, including, but not limited to, the
      right to recovery of monetary damages from the Executive, the Company will
      be entitled to seek an issuance by any court of competent jurisdiction of
      temporary, preliminary and permanent injunctions, without bond, enjoining
      any such breach or threatened breach by the Executive.

	 	 
	6.5 	
      Reasonable Terms. The Executive recognizes and
      understands that in performing the duties and responsibilities as set out
      in this Agreement, he occupies a position of fiduciary trust and
      confidence, and as such, he will develop and acquire wide experience and
      knowledge regarding all aspects of the manner in which the Company’s
      business is conducted. The Company has bargained for the covenants set
      forth in this Agreement in consideration for the experience, knowledge and
      information the Executive will gain and the substantial compensation the
      Executive will earn under this Agreement. The Executive acknowledges that
      the covenants set forth in this Agreement will not in any way preclude the
      Executive, upon termination of this Agreement, from engaging in a lawful
      profession, trade or business.

	 	 
	6.6 	
      Enforcement. If, at the time of enforcement of
      Section 6, a court holds that the restrictions stated herein are
      unreasonable under circumstances then existing, the parties hereto agree
      that the maximum period, scope or geographical area reasonable under such
      circumstances will be substituted for the stated period scope or
    area.







- 10 - 

	6.7 	
      Survival. This Section 6 will survive and continue
      in full force in accordance with their terms notwithstanding any
      termination of the Employment Period.

	 	 	 
	7. 	
      Indemnity and Insurance

	 	 	 
	7.1 	
      The Company agrees that if the Executive is made a party,
      or is threatened to be made a party to any action, suit or proceeding,
      whether civil, criminal, administrative or any nature whatsoever (a
      “Proceeding”) by reason of, or as a result of the fact that he is or was a
      director, officer or employee of the Company (or was serving as a
      director, officer or employee of a subsidiary of the Company), then the
      Company will indemnify and hold harmless the Executive to the fullest
      extent legally permitted, from all costs, expenses, liability and losses
      of any nature arising from any Proceeding.

	 	 	 
	7.2 	
      The indemnity referred to in Section 7.1 will survive the
      termination of this Agreement.

	 	 	 
	7.3 	
      Notwithstanding the foregoing, the Company will not
      indemnify the Executive for any costs, expenses, liability or losses for
      which indemnity is not permitted under Delaware law.

	 	 	 
	7.4 	
      The Company will add the Executive as a named insured to
      any third party liability and directors and officers insurance that it may
      have in place from time to time but which shall provide total coverage of
      no less than $2,000,000.

	 	 	 
	8. 	
      Miscellaneous

	 	 	 
	8.1 	
      Executive Representations. The Executive hereby
      represents and warrants to the Company that:

	 	 	 
		(a) 	
      the execution, delivery and performance of this Agreement
      by The Executive does not and will not conflict with, breach, violate or
      cause a default under any contract, agreement, instrument, order, judgment
      or decree to which the Executive is a party or by which he is
  bound,

	 	 	 
		(b) 	
      the Executive is not a party to or bound by any
      employment agreement, non- compete agreement or confidentiality agreement
      with any other person or entity, and

	 	 	 
		(c) 	
      upon the execution and delivery of this Agreement by the
      Company, this Agreement will be the valid and binding obligation of the
      Executive, enforceable in accordance with its terms.

	 	 	 
	8.2 	
      Notices. Any notice provided for in this Agreement
      will be in writing and will be either personally delivered, or mailed by
      first-class mail, return receipt requested, to the recipient at the
      address below indicated:







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	 	(a) 	
      Notices to The Executive:

	 	 	 
	 		558 Innsbruck Avenue
	 	 	Great Falls, Virginia 
	 		
      USA 22066

	 	 	 
	 	(b) 	
      Notices to the Company:

	 	 	 
	 		102 – 930 West 1st Street  
	 	 	North Vancouver, BC
	 	 	Canada V7P 3N4 
	 	 	Attention: Owen Jones



		
      or such other address or to the attention of such other
      person as the recipient party will have specified by prior written notice
      to the sending party. Any notice under this Agreement will be deemed to
      have been given when so delivered or mailed.

	 	 	 
	8.3 	
      Severability. Whenever possible, each provision of
      this Agreement will be interpreted in such manner as to be effective and
      valid under applicable law, but if any provision of this Agreement is held
      to be invalid, illegal or unenforceable in any respect under any
      applicable law or rule in any jurisdiction, such invalidity, illegality or
      unenforceability will not affect any other provision or any other
      jurisdiction, but this Agreement will be reformed, construed and enforced
      in such jurisdiction as if such invalid, illegal or unenforceable
      provision had never been contained herein.

	 	 	 
	8.4 	
      Complete Agreement. This Agreement, those
      documents expressly referred to herein and other documents of even date
      herewith embody the complete agreement and understanding among the parties
      and supersede and pre-empt any prior understandings, agreements or
      representations by or among the parties, written or oral, which may have
      related to the subject matter hereof in any way.

	 	 	 
	8.5 	
      Counterparts. This Agreement may be executed in
      separate counterparts, each of which is deemed to be an original and all
      of which taken together constitute one and the same agreement.

	 	 	 
	8.6 	
      Successors and Assigns. This Agreement is intended
      to bind and inure to the benefit of and be enforceable by:

	 	 	 
		(a) 	
      the Executive and his executors or legal representatives,
      and

	 	 	 
		(b) 	
      the Company, its successors, assigns, and legal
      representatives.

	 	 	 
		
      The Executive may not assign any of his rights or
      obligations, except as expressly provided by the terms of this
      Agreement.







- 12 - 

	8.7 	
      Choice of Law. This Agreement will be governed by
      and construed in accordance with the domestic laws of the State of
      Delaware without giving effect to any choice of law or conflict of law
      provision or rule (whether of Delaware, Province of British Columbia or
      any other jurisdiction) that would cause the application of the laws of
      any jurisdiction other than the State of Delaware.

	 	 
	8.8 	
      Amendment and Waiver. This Agreement (including
      Appendix I and Schedule A attached hereto) may only be amended or waived
      with the prior written consent of the Company and the Executive. The
      Company agrees that no amendment of or change to the Bonus Plan shall be
      effective relating to Executive unless Executive has consented to such
      amendment.



INTENDING TO BE LEGALLY BOUND, the parties hereto have executed
this Agreement as of the date first written above. 

Braintech, Inc. 

	/s/ Owen Jones, CEO
      & Director	 
	per its authorized signatory 	 
	 	 
	 	 
	Frederick (Rick) Weidinger 	 
	/s/ Frederick Weidinger	 






Appendix I 

EXECUTIVE BONUS SECURITIES COMPENSATION STRUCTURE 

This Appendix details the Bonus & Incentive Compensation
the Frederick Weidinger (the “Executive”) will be entitled to as described in
Section 2.3 of the Executive Employment Agreement With Stock Purchase And Stock
Option Provisions (the “Agreement”) between the Executive and the Company dated
October 22, 2007. 

Bonus Stock grants and Bonus Stock Option grants are subject to
the terms and conditions of the Bonus Stock and Bonus Stock Option Incentive
Plan (the “Bonus Plan”) 

Each of the share certificates for any Bonus Stock grants
subject to Milestones will be held by the Treasurer of the Company for a maximum
of thirty (30) days within which time a designated escrow agent will be
appointed. 

	Milestone 1: 	
      May 1, 2008 – six month anniversary. On achievement of
      Milestone 1, the Executive will be entitled to 1,000,000 Bonus Stock.
    

	 	
       

	Milestone 2: 	
      Renewal or extension of ABB Agreement or other strategic
      agreement with industrial company. On achievement of Milestone 2, the
      Executive will be entitled to 1,000,000 Bonus Stock. 

	 	
       

	Milestone 3: 	
      The establishment of an Executive office in the Metro DC
      area. On achievement of Milestone 3, the Executive will be entitled to
      1,000,000 Bonus Stock. 

	 	
       

	Milestone 4: 	
      Establish a strategic relationship with a US Federal
      Government Contractor/Integrator. On achievement of Milestone 4, the
      Executive will be entitled to 500,000 Bonus Stock. 

	 	
       

	Milestone 5: 	
      Establishing a strategic relationship with Microsoft or a
      manufacturing company in the consumer space. On achievement of Milestone
      5, the Executive will be entitled to 500,000 Bonus Stock. 

	 	
       

	Milestone 6: 	
      Listing of the Company’s stock on either the AMEX or
      NASDAQ Stock Exchange. On achievement of Milestone 6, the Executive will
      be entitled to 1,000,000 Bonus Stock and 1,000,000 Bonus Stock Options.
      

	 	
       

	Milestone 7: 	
      Achieving Gross Revenue of $6,000,000 in a twelve month
      rolling period or less. On achievement of Milestone 7, the Executive will
      be entitled to 1,500,000 Bonus Stock. 

	 	
       

	Milestone 8: 	
      Achieving Gross Revenue of $10,000,000 in a twelve month
      rolling period or less. On achievement of Milestone 8, the Executive will
      be entitled to 500,000 Bonus Stock. 







- 2 - 

SIGNING AND INCENTIVE BONUS SUMMARY 


	 	Bonus Stock 	Bonus Stock Options 
	Execution of
      Employment Agreement 	1,000,000 	                 
                       2,000,000
  
	Milestone 1 	1,000,000 	  
	Milestone 2 	1,000,000 	  
	Milestone 3 	1,000,000 	  
	Milestone 4 	500,000 	  
	Milestone 5 	500,000 	  
	Milestone 6 	1,000,000 	                 
                       1,000,000
  
	Milestone 7 	1,500,000 	  
	Milestone 8 	500,000 	  
	Total 	8,000,000 	                 
                     
       3,000,000 







Schedule “A” 

Bonus Stock and Bonus Stock Option Incentive
Plan 

(the “Bonus Plan”) 

	1. 	
      PURPOSE OF THE BONUS PLAN

	 	 
	1.1 	
      The purpose of this Bonus Plan is to strengthen
      Braintech, Inc. (the “Company”) by rewarding its directors and key
      employees (collectively referred to as the “Participants”) for high levels
      of performance and extraordinary efforts resulting in an increase in the
      development of the Company and the sales and earnings of the Company. The
      Bonus Plan provides for the issuance of common stock of the Company
      (“Bonus Stock”) and options to acquire common stock of the Company (“Bonus
      Stock Options”) to the Participants upon the Company reaching certain
      identifiable milestones (the “Milestones”) in its business plan, and is
      intended to reward the Participants for their unique expertise and
      experience in achieving these Milestones. Bonus Stock and Bonus Stock
      Options are hereinafter collectively referred to as “Bonus
    Securities”.

	 	 
	1.2 	
      The Company believes that, from a corporate governance
      perspective, it is more appropriate to provide a reward mechanism of this
      nature than to provide incentive to insiders exclusively in the form of
      stock options, since the Company’s share price can vary in accordance with
      a range of external factors not related to the performance of management
      and key employees.

	 	 
	2. 	
      ADMINISTRATION OF THE BONUS PLAN

	 	 
	2.1 	
      Administration. This Bonus Plan will be
      administered by the Chief Executive Officer (the “CEO”) of the Company who
      shall make recommendations to the Compensation Committee (the “Committee”)
      of the Board of Directors of the Company (the “Board”) with regard to
      awards of Bonus Securities and the related terms and conditions. The Board
      will establish the initial targets and parameters for the issuance of such
      Bonus Securities that may serve as guidelines to the CEO. Upon approval of
      the Committee of any such CEO award recommendations, such recommendations
      shall be final unless such awards are outside the established Board
      targets in which case the Board must approve the final recommended award.
      Any such action of the Board with respect to such final approval will be
      taken pursuant to a majority vote, or to the written consent of a majority
      of its members.

	 	 
	2.2 	
      Authority. Subject to the express provisions of
      the Bonus Plan, the CEO will have the authority to construe and interpret
      the Bonus Plan and to define the terms used herein and to prescribe, amend
      and rescind the rules and regulations relating to the administration of
      the Bonus Plan. The determination of the CEO on the foregoing matters will
      be conclusive. The CEO shall not have the authority to make any
      change or amendment to the Bonus Plan that would affect any Participant to
      the extent that the Participant is a party to an employment agreement with
      the Company that requires the Participant’s consent to such change or
      amendment.







- 2 - 

	3. 	
      PARTICIPATION

	 	 
	3.1 	
      Eligibility. Directors and key employees of the
      Company shall be eligible for selection by the CEO to participate in the
      Bonus Plan. An individual who has been granted Bonus Securities may, if
      otherwise eligible, be granted additional Bonus Securities if the CEO
      shall so determine.

	 	 
	3.2 	
      Time of Granting of Bonus Securities. The granting
      of Bonus Securities pursuant to this Bonus Plan will take place at the
      time specified in any employment agreement or any other written agreement
      between the Company and the Participant. The granting of Bonus Securities
      may be subject to certain Milestones agreed upon in writing between the
      Company and the Participant. In the event that Bonus Securities, subject
      to Milestones, are granted prior to the time that the Milestones have been
      achieved then, until such time as the Milestones have been achieved, such
      Bonus Securities shall be subject to escrow restrictions as set forth in
      Section 7.2.

	 	 
	4. 	
      STOCK SUBJECT TO THE BONUS PLAN

	 	 
	4.1 	
      Subject to the adjustments as provided in Article 9 of
      this Bonus Plan, the stock to be offered under this Bonus Plan will be
      shares of the Company’s authorized but unissued common stock, including
      re-acquired common stock or common stock previously issued but cancelled.
      The aggregate amount of shares that may be issued under the Bonus Plan
      will not exceed 30 million (30,000,000) shares. The aggregate amount of
      shares to be issued as Bonus Stock will not exceed 20 million (20,000,000)
      shares and the aggregate amount of shares to be issued pursuant to the
      exercise of Bonus Stock Options will not exceed 10 million (10,000,000)
      shares.

	 	 
	5. 	
      MILESTONES

	 	 
	5.1 	
      Performance Milestones will be determined by the Company
      and included in any employment agreement or any other written agreement
      between the Company and the Participant. Each Milestone will be subject to
      a time restriction for achieving that Milestone. Bonus Stock Options
      granted will be subject to the provision of Section 6 and Bonus Stock
      granted will be subject to the provision of Section 7

	 	 
	6. 	
      PROVISIONS RELATING TO THE STOCK OPTIONS

	 	 
	6.1 	
      Option Price. The purchase price of stock covered
      by each Bonus Stock Option will be determined by the CEO taking into
      consideration the market value of the underlying shares on the date of
      grant. The purchase price of any stock purchased will be paid in full by
      bank draft or by certified cheque at the time of each purchase, or will be
      paid in such other manner as the CEO may determine in compliance with
      applicable laws.

	 	 
	6.2 	
      Option Period. Each Bonus Stock Option and all
      rights or obligations thereunder will expire on the fifth (5th)
      anniversary of the date on which the Bonus Stock Option is granted or on
      such other date as the CEO may determine or the Company may have agreed to
      contractually, subject to earlier termination as hereinafter
    provided.







- 3 - 

	6.3 	
      Privileges of Stock Ownership. The holder of a
      Bonus Stock Option pursuant to this Bonus Plan will not be entitled to the
      privileges of stock ownership as to any shares of stock not actually
      issued and delivered to him.

	 	 
	6.4 	
      Exercise of Option. Each Bonus Stock Option may be
      exercised in accordance with its terms and the total number of shares
      subject thereto may be purchased, in instalments, which need not be equal.
      No Bonus Stock Option or instalment thereof will be exercisable except in
      respect to whole shares, and fractional share interests will be
      disregarded.

	 	 
	6.5 	
      Agreement to Remain in Employ of Company. Each
      individual to whom a Bonus Stock Option is granted is not required to
      remain in the employ of the Company following the date of the grant of the
      Bonus Stock Option. Nothing contained in this Bonus Plan, or in any Bonus
      Stock Option granted pursuant to this Bonus Plan, will confer upon any
      individual any right to continue in the employ of the Company or
      constitute any contract or agreement of employment or interfere in any way
      with the right of the Company to reduce such individual’s compensation
      from the rate in existence at the time of the granting of a Bonus Stock
      Option or to terminate such individual’s employment, but nothing contained
      herein or in any Bonus Stock Option agreement will affect any contractual
      rights of an individual.

	 	 
	6.6 	
      Death of an Individual. If any Bonus Stock Option
      holder dies while employed by the Company, such holder’s Bonus Stock
      Option will, subject to earlier termination pursuant to Section 6.2,
      expire two years (2) years after the date of such death, and during such
      period after such death such Bonus Stock Option may, to the extent that
      the holder may have exercised the Bonus Stock Option if alive during such
      period, be exercised by the person or persons to whom the Bonus Stock
      Options holder’s rights under the Bonus Stock Option will pass by will or
      by the applicable laws of descent and distribution.

	 	 
	6.7 	
      Termination. Subject to Section 6.6 and earlier
      termination pursuant to Section 6.2, if the holder of a Bonus Stock Option
      resigns or ceases to be employed by the Company for any reason other than
      death, such holder’s Bonus Stock Option will expire and become null and
      void thirty (30) days after the holder ceases to be a director or key
      employee of the Company or on such other date as the Committee may
      determine or the Company may have agreed to contractually. During such
      period, the Bonus Stock Option will be exercisable only to the extent the
      holder could have exercised the Bonus Stock Option at the date the holder
      ceased to be a director or key employee of the Company.

	 	 
	6.8 	
      Non-transferability of Stock Options. A Bonus
      Stock Option granted under this Bonus Plan will, by its terms, be
      non-transferable by the Bonus Stock Option holder other than by will or by
      the laws of descent and distribution and will be exercisable during his
      lifetime only by the Bonus Stock Option holder [or
  heirs].







- 4 - 

	7. 	
      PROVISIONS RELATING TO BONUS STOCK

	 	 
	7.1 	
      The Company will issue share certificates in the names of
      the Participants in accordance with the terms of any employment agreement
      or any other written agreement between the Company and the Participant in
      the amounts detailed in such agreements and the Participant will purchase
      the shares for the purchase price of $0.01 per share.

	 	 
	7.2 	
      Each of the share certificates for any shares subject to
      Milestones will be held in escrow by a third party escrow agent until such
      time as the individual Milestones have been met or until the time
      restriction for achieving the individual Milestones has elapsed. On
      notification by the Company that an individual Milestone has been met, the
      third party escrow agent will deliver the share certificate to the
      appropriate Participant.

	 	 
	7.3 	
      In the event that an individual Milestone has not been
      achieved within the time restriction for achieving that Milestone, the
      Company will purchase the share certificate from the Participant for the
      purchase price of $0.01 per share.

	 	 
	8. 	
      COMPLIANCE WITH SECURITIES LAWS

	 	 
	8.1 	
      Shares will not be issued pursuant to the grant of Bonus
      Stock or the exercise of a Bonus Stock Option unless the grant of Bonus
      Stock and the exercise of such Bonus Stock Option and the issuance and
      delivery of such shares pursuant thereto will comply with all relevant
      provisions of law, including, without limitation, the Securities Act of
      1933, as amended, the Securities Exchange Act of 1934, the rules and
      regulations promulgated there under, and the requirements of any Stock
      Exchange.

	 	 
	8.2 	
      As a condition to the grant of Bonus Stock or the
      exercise of a Bonus Stock Option, the Company may require the recipient to
      represent and warrant at the time of any such grant or exercise that the
      shares received or purchased are being received or purchased only for
      investment and without any present intention to sell or distribute such
      shares if, in the opinion of counsel for the Company, such a
      representation is required by law.

	 	 
	8.3 	
      Further, the Company will have no liability whatsoever
      (including, but not restricted to, alternate compensation) to the holder
      of a Bonus Stock Option if a change in the exercise price or a change in
      the terms and provisions of a Bonus Stock Option and/or this Bonus Plan
      hereof is required pursuant to any applicable laws.

	 	 
	8.4 	
      The Company and any party to this Bonus Plan will comply
      with all relevant provisions of law relating to this Bonus Plan and any
      Bonus Stock or Bonus Stock Option granted hereunder.

	 	 
	9. 	
      ADJUSTMENTS UPON CHANGES IN
  CAPITALIZATION

	 	 
	9.1 	
      Corporate Reorganizations. If the outstanding
      shares of the stock of the Company are increased, decreased or changed
      into, or exchanged for, a different number or kind of shares or securities
      of the Company through reorganization, recapitalization, reclassification,
      stock split, stock dividend, stock consolidation, or merger as a result of
      which the Company is the surviving corporation, or otherwise, an
      appropriate and







- 5 - 

		
      proportionate adjustment will be made in the number and
      kind of shares as to which Bonus Securities may be granted. A
      corresponding adjustment changing the number of Bonus Stock allocated but
      not issued, which will have been allocated prior to any such change, will
      likewise be made. A corresponding adjustment changing the number of shares
      and the exercise price per share allocated to unexercised Stock Options or
      portions thereof, which will have been granted prior to any such change,
      will likewise be made. Any such adjustment, however, in an outstanding
      Bonus Stock Option will be made without change in the total price
      applicable to the unexercised portion of the Bonus Stock Option but with a
      corresponding adjustment in the price for each share covered by the Bonus
      Stock Option.

	 	 
	9.2 	
      Dissolution, Liquidation. Upon the dissolution or
      liquidation of the Company, or upon reorganization, merger or
      consolidation of the Company with one or more corporations as a result of
      which the Company is not the surviving corporation, or upon the sale of
      substantially all of the property of the Company to another corporation,
      unless all of the obligations of this Bonus Plan have been assumed by a
      successor entity, holders of Bonus Securities shall be treated, for
      purposes of such dissolution, liquidation, reorganization, merger or
      consolidation as holding fully vested and unrestricted shares of Common
      Stock of the Company and, accordingly, be treated the same as other
      holders of Common Stock.

	 	 
	10. 	
      INCOME TAX LAWS

	 	 
	10.1 	
      The Company and all Participants will comply with all
      applicable income tax laws and other tax laws (e.g. any withholding tax or
      similar obligations).

	 	 
	11. 	
      AMENDMENT AND TERMINATION

	 	 
	11.1 	
      The Board may at any time suspend, amend or terminate
      this Bonus Plan as the Board, in its own discretion, sees fit. No Bonus
      Stock may be issued and no Bonus Stock Option may be granted during any
      suspension of the Bonus Plan or after such termination. The amendment,
      suspension or termination of the Bonus Plan will not, without the consent
      of Bonus Stock Option holder, alter or impair any rights or obligations
      under any Bonus Stock Option theretofore granted under the Bonus
    Plan.

	 	 
	11.2 	
      Unless terminated sooner by the Board of Directors, this
      Bonus Plan will terminate at the close of business on October 22,
    2017.



This Bonus Plan was approved and confirmed at a Meeting of the
Board of Directors of Braintech, Inc. held October 22, 2007. 




Schedule “B” 

2007 STOCK OPTION PLAN

BRAINTECH, INC. 

MARCH 22, 2007 

ARTICLE I 
PURPOSE OF PLAN 

     The purpose of this Plan is to
strengthen Braintech, Inc. (hereinafter referred to as the "Company") by
providing an additional means of attracting and retaining competent directors,
officers, employees and consultants and by providing to such persons added
incentive for high levels of performance and for unusual efforts to increase the
sales and earnings of the Company. The Plan seeks to accomplish these purposes
and results by providing a means whereby such persons may purchase shares of the
capital stock of the Company pursuant to options. 

ARTICLE II 

ADMINISTRATION OF PLAN 

     Section 2.01. Board to
Administer. This Plan shall be administered by the Compensation
Committee (hereinafter referred to as the "Committee”) of the Board of Directors
of Braintech, Inc. (hereinafter referred to as the "Board"). Any action of the
Committee with respect to administration of the Plan shall be taken pursuant to
a majority vote, or to the written consent of a majority of its members. 

     Section 2.02.
Authority. Subject to the express provisions of the Plan, the
Committee shall have the authority to construe and interpret the Plan and to
define the terms used herein; to prescribe, amend and rescind the rules and
regulations relating to the administration of the Plan; and to make all other
determinations necessary or advisable for the administration of the Plan. The





determination of the Committee on the foregoing matters shall
be conclusive. Subject to the express provisions of the Plan, the Committee
shall determine from the eligible class the individuals who shall receive
options, and the terms and provisions of the options (which need not be
identical). 

ARTICLE III 

PARTICIPATION 

     Section 3.01.
Eligibility. Directors, officers and employees of the Company
and consultants to the Company shall be eligible for selection to participate in
the Plan. An individual who has been granted an option may, if otherwise
eligible, be granted an additional option or options if the Committee shall so
determine. 

     Section 3.02. Time of
Granting Option. The granting of an option pursuant to this Plan
shall take place at the time the Committee designates an eligible director,
officer, employee or consultant as a participant in the Plan; provided, however,
that if the appropriate resolutions of the Committee indicate that an option is
to be granted as of and at some future date, the date of grant shall be such
future date. 

ARTICLE IV 

STOCK SUBJECT TO THE PLAN 

     Subject to the adjustments as provided
in Article XII of this Plan, the stock to be offered under this Plan shall be
shares of the Company's authorized but unissued common stock, including
reaquired common stock or common stock previously issued but cancelled. Subject
to the following proviso, the aggregate amount of stock to be delivered upon the
exercise of all options granted under this Plan shall not exceed 10 million
(10,000,000) shares. At no time shall the aggregate amount of stock to be
delivered upon exercise of all options granted under this Plan, the April 16,
2003 Stock Option Plan, the February 11, 2000 Stock Option Plan, and the
December 17, 1997 Stock Option Plan exceed 25% of the outstanding shares of the
Common Stock of the Company. If any option granted hereunder shall expire or
terminate for any reason without having been exercised in full, the unpurchased
shares subject thereto shall again be available for the 




purposes of this Plan. Subject to the general limitations
contained in this Plan, the Committee may make any adjustment in the exercise
price, the number of shares subject to, or the term of an option by amendment of
said option or by cancellation of an outstanding option and subsequent
regranting of an option. An option that is the result of amendment or
substitution may have an exercise price which is higher or lower than the prior
option, provide for a greater or lesser number of shares subject to the option,
or a longer or shorter term than the prior option, and may otherwise be changed
as the Committee, in its discretion, sees fit. 

ARTICLE V 

OPTION PRICE 

     The purchase price of stock covered by
each option shall be determined by the Committee. The purchase price of any
stock purchased shall be paid in full by bank draft or by certified cheque at
the time of each purchase, or shall be paid in such other manner as the
Committee may determine in compliance with applicable laws. 

ARTICLE VI

 OPTION PERIOD 

     Each option and all rights or
obligations thereunder shall expire on such date as the Committee shall
determine, but not later than the fifth (5th) anniversary of the date on which
the option is granted, and shall be subject to earlier termination as
hereinafter provided. 

ARTICLE VII 

PRIVILEGES OF STOCK OWNERSHIP 

     The holder of an option pursuant to
the Plan shall not be entitled to the privileges of stock ownership as to any
shares of stock not actually issued and delivered to him. 




ARTICLE VIII 

EXERCISE OF OPTION 

     Each option may be exercised in
accordance with its terms and the total number of shares subject thereto may be
purchased, in instalments, which need not be equal. No option or instalment
thereof shall be exercisable except in respect to whole shares, and fractional
share interests shall be disregarded. 

ARTICLE IX 

COMPLIANCE WITH SECURITIES LAWS 

     Shares shall not be issued pursuant to
the exercise of an option unless the exercise of such option and the issuance
and delivery of such shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act
of 1933, as amended, the Securities Exchange Act of 1934, the
rules and regulations promulgated thereunder, and the requirements of any Stock
Exchange. 

     As a condition to the exercise of an
option, the optionor may require the optionee to represent and warrant at the
time of any such exercise that the shares purchased are being purchased only for
investment and without any present intention to sell or distribute such shares
if, in the opinion of counsel for the optionor, such a representation is
required by law. 

     Further, the optionor shall have no
liability whatsoever (including, but not restricted to, alternate compensation)
to the optionee if a change in the exercise price or a change in the terms and
provisions of an option and/or this Stock Option Plan hereof is required
pursuant to any applicable laws. 

     The optionor and optionee shall comply
with all relevant provisions of law relating to this Stock Option Plan and any
option granted hereunder. 




ARTICLE X 

DEATH AND TERMINATION 

     Section 10.01. Agreement to
Remain in Employ of Company. Each person to whom an option is
granted is not required to remain in the employ of the Company following the
date of the grant of the option. Nothing contained in this Plan, or in any
option granted pursuant to this Plan, shall confer upon any employee any right
to continue in the employ of the Company or constitute any contract or agreement
of employment or interfere in any way with the right of the Company to reduce
such person's compensation from the rate in existence at the time of the
granting of an option or to terminate such person's employment, but nothing
contained herein or in any option agreement shall affect any contractual rights
of an employee. 

     Section 10.02. Death of an
Employee. If any option holder dies while employed by the Company,
such holder's option shall, subject to earlier termination pursuant to Article
VI, expire two years (2) years after the date of such death, and during such
period after such death such option may, to the extent that the optionee may
have exercised the option if alive during such period, be exercised by the
person or persons to whom the options holder's rights under the option shall
pass by will or by the applicable laws of descent and distribution. 

     Section 10.03
Termination. Subject to section 10.02 and earlier termination
purusant to Article VI, if the optionee resigns or ceases to be employed by the
optionor for any reason other than death, such optionee’s option shall expire
and become null and void thirty (30) days after the optionee ceases to be a
director, officer, employee or consultant of the Company (or such period of time
greater than 30 days as the Committee may determine or the Company may have
agreed to contractually) and, during such period, the option shall be
exercisable only to the extent the optionee could have exercised the option at
the date the optionee ceased to be a director, officer, employee or consultant
of the Company. 




ARTICLE XI 

NONTRANSFERABILITY OF OPTIONS 

     An option granted under this Plan
shall, by its terms, be nontransferable by the option holder other than by will
or by the laws of descent and distribution and shall be exercisable during his
lifetime only by the option holder. 

ARTICLE XII 

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION


     Section 12.01. Corporate
Reorganizations. If the outstanding shares of the stock of the
Company are increased, decreased or changed into, or exchanged for, a different
number or kind of shares or securities of the Company through reorganization,
recapitalization, reclassification, stock split, stock dividend, stock
consolidation, or merger as a result of which the Company is the surviving
corporation, or otherwise, an appropriate and proportionate adjustment shall be
made in the number and kind of shares as to which options may be granted. A
corresponding adjustment changing the number of shares and the exercise price
per share allocated to unexercised options or portions thereof, which shall have
been granted prior to any such change, shall likewise be made. Any such
adjustment, however, in an outstanding option shall be made without change in
the total price applicable to the unexercised portion of the option but with a
corresponding adjustment in the price for each share covered by the option. 

     Section 12.02 Dissolution,
Liquidation. Upon the dissolution or liquidation of the Company, or
upon reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or upon the sale of substantially all of the property of the Company to another
corporation, this Plan shall terminate, and any option theretofore granted
hereunder shall terminate, unless provision be made in connection with such
transaction for the assumption of options theretofore granted, or the
substitution for such options of new options covering the stock of a successor
employer corporation, or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kind of shares and prices. 




     Section 12.03 Adjustments
Made by Board. Adjustments pursuant to this Article XII shall be
made by the Board, whose determination as to what adjustments shall be made, and
the extent thereof, shall be final, binding, and conclusive. No fractional
shares of stock shall be issued under the Plan on account of any such
adjustment. 

ARTICLE XIII 

INCOME TAX LAWS 

     The Company and all optionees shall
comply with all applicable income tax laws and other tax laws (eg. any
withholding tax or similar obligations). 

ARTICLE XIV 

AMENDMENT AND TERMINATION 

     The Board may at any time suspend,
amend or terminate this Plan as the Board, in its own discretion, sees fit. No
option may be granted during any suspension of the Plan or after such
termination. The amendment, suspension or termination of the Plan shall not,
without the consent of the option holder, alter or impair any rights or
obligations under any option theretofore granted under the Plan. 




ARTICLE XV 

TERMINATION 

     Unless terminated sooner by the Board
of Directors, this Plan shall terminate at the close of business on March 22,
2017. 

This Stock Option Plan was approved and confirmed at a Meeting
of the Board of Directors of Braintech, Inc. held March 22, 2007. 

	  	 	 
	Per: 	Edward A. White, Secretary