ex107.htm


     

    
      	
              Exhibit 10.7

            	
              Stock
      Purchase Agreement dated as of October 29, 2009 between the Company and
      Owen Jones

            


    

    


    STOCK
PURCHASE AGREEMENT

    


    This Stock Purchase Agreement
(“Agreement”) is signed on the date(s) set forth in the signature block below
with the intention that it be effective as of October 29, 2009 (“Effective
Date”) between Owen L.J. Jones, an individual residing at 309 - 9th Avenue, New
Westminster, BC, V3C 2A2 CANADA (“Purchaser”), and Braintech, Inc., a Nevada
corporation with its principal offices at 1750 Tysons Boulevard, Suite 350,
McLean, VA 22102 (“Issuer” or “Company”).

    


    WHEREAS:

    


    
      	
              A.  

            	
              The
      Purchaser is the Company’s Founder, former CEO and a member of its Board
      of Directors.

            


    

    


    
      	
              B.  

            	
              Purchaser
      provided a $400,000 letter of credit (“LC”) in support of Company’s loan
      (“RBC Loan”) with the Royal Bank of Canada
  (“RBC”).

            


    

    


    
      	
              C.  

            	
              RBC
      drew $286,759.69 from the LC and Purchaser instructed RBC to use such
      funds to pay the RBC Loan.

            


    

    


    
      	
              D.  

            	
              As
      a result, Company owes Purchaser $286,759.69, plus cumulative interest at
      10% per annum which is $3,026.91, plus an LC cancellation fee of $55.00,
      for a total of $289,841.60
(“Debt”).

            


    

    


    
      	
              E.  

            	
              Purchaser
      desires to convert the Debt into common stock of Company $.001 par value
      (“Stock”), and to purchase additional Stock, all as set forth in this
      Agreement.

            


    

    


    Now,
therefore, in consideration of the terms and conditions of this Agreement, the
parties agree as follows:

     

    
      	
              1.  

            	
              CONVERSION OF DEBT
      INTO SHARES OF COMMON STOCK.

            


    

     

    
      	
              (a)  

            	
              Effective
      as of the Effective Date, Company and Purchaser hereby convert
      (“Conversion”) the Debt into unregistered shares of Stock at a rate of
      twenty five (25) shares of Stock for each One Dollar ($1.00) of Debt
      converted, i.e., Seven Million Two Hundred Forty Six Thousand and Forty
      (7,246,040) unregistered shares (“Conversion Shares”) of
      Stock.

            


    

     

    
      	
              (b)  

            	
              Company
      will issue the Conversion Shares in the name of Purchaser, provided
      however that the Conversion Shares shall be held in escrow by Company
      subject to Section 2(c).

            


    

     

    
      	
              (c)  

            	
              As
      a result of the Conversion, the Debt is hereby entirely and forever
      extinguished.

            


    

     

    
      	
              2.  

            	
              PURCHASE OF ADDITIONAL
      SHARES OF COMMON STOCK.

            


    

     

    
      	
              (a)  

            	
              For
      an aggregate purchase price of $113,240.31 (“Purchase Price”), which was
      the undrawn amount of the LC, Purchaser agrees to purchase from Company,
      by December 31, 2009, Two Million Eight Hundred Thirty One Thousand and
      Eight (2,831,008) additional shares (“Purchased Shares”) of Stock (i.e.,
      at a purchase price of $0.04 per share)
  (“Purchase”).

            


    

     

    
      	
              (b)  

            	
              After
      Purchaser pays Company the Purchase Price by December 31, 2009, Company
      will issue the Purchased Shares to
Purchaser.

            


    

     

    
      	
              (c)  

            	
              If
      Purchaser does not pay Company the Purchase Price by December 31, 2009,
      Company will not issue the Purchased Shares, and Purchaser will forfeit
      the Conversion Shares.

            


    

     

    
      	
              3.  

            	
              UNREGISTERED
      SHARES.  THE SECURITIES TO WHICH THIS AGREEMENT RELATES
      HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
      THE SECURITIES COMMISSION OF ANY STATE, AND WILL BE ISSUED IN RELIANCE
      UPON AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, AND, ACCORDINGLY,
      MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
      OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
      1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
      LAWS.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              4.  

            	
              BOARD
      OR COMMITTEE APPROVAL.  This Agreement is subject to
      approval by Company’s Board of Directors or an appropriate committee
      thereof.

            


    

     

    
      	
              5.  

            	
              GENERAL
      PROVISIONS.  This Agreement is subject to and includes
      the terms of the General Provisions attached
  hereto.

            


    

     

    PURCHASER                                                                           BRAINTECH, INC.

     

    


    _______________________________           By: _____________________________                                                     

    Signature                                                                           Rick
Weidinger, CEO

     

    Date:___________________________          
Date: ____________________________