ex1010.htm


    
      	
              Exhibit
      10.10

            	
              Promissory
      Note (Deferred Salary plus interest) issued September 21, 2009 by the
      Company to Rick Weidinger

            


    

     

    
      


       

      PROMISSORY NOTE (Deferred
Salary plus interest)

       

      


    

    
      


       

      This
Promissory Note (“Note”), dated as of June 16, 2009, is made pursuant to the
Employment and Retention Agreement which was dated as of January 1, 2009 and
entered into on June 16, 2009 (“Employment and Retention Agreement”) between
Frederick W. Weidinger ("Lender") and Braintech, Inc., a Nevada corporation
(“Borrower”).  This Note simply restates what was previously agreed to
on June 16, 2009 when the Employment and Retention Agreement was
signed.  This Note is made in exchange for Lender’s deferral of
portions of his Salary commencing July 1, 2009, when Lender voluntarily
consented to a 20% deferral of the cash portion of his Salary at Borrower’s
request due to its cash situation.  Under the Employment and Retention
Agreement, the cash portion of Lender’s Salary is $258,000.  In
exchange for Lender’s deferrals of portions of his Salary, Borrower promises to
pay to Lender all such deferrals, together with interest at the rate of five
percent (5%) per annum, running from the due date of each installment of Salary
deferred, which is the applicable pay date of each such Salary
deferral.  This Note shall also apply to any other cash deferrals to
which Lender may voluntarily consent upon Borrower’s request.

       

       

      Payable: Each portion of this
Note, namely the amount of Salary deferred from each applicable paycheck, is due
and payable in full, together with accrued interest, on March 15, 2010, or such
earlier date as Borrower’s cash position permits.  The parties intend
that the deferral of compensation pursuant to this Note shall be exempt from
Section 409A of the Internal Revenue Code.  Payments under the Note
shall be subject to applicable withholding.

       

       

      Interest Rate: Each portion of
this Note, namely the amount of Salary deferred from each applicable paycheck,
shall bear interest at the rate of five percent (5%) per annum, running in each
case from each applicable paydate.  Interest shall continue to accrue
until all principal and interest hereunder are paid in full.

       

       

      Place of Payment: All payments
due under this note shall be made at Borrower’s principal office, or at such
other place as Lender may designate in writing.

       

       

      Default: In the event of
default, Borrower agrees to pay all costs and expenses incurred by Lender,
including all reasonable attorney fees (including both hourly and contingent
attorney fees as permitted by law) for the collection of this Note upon
default.

       

       

      Amendment; Waiver: No
amendment of this Note shall be allowed unless by written agreement signed by
both parties. No waiver of any breach or default hereunder shall be deemed a
waiver of any subsequent breach or default.

       

       

      Severability of Provisions: In
the event that any provision of this Note is deemed unenforceable, all other
provisions shall remain in full force and effect.

       

       

      Choice of Law: This Note shall
be interpreted under the laws of the Commonwealth of Virginia, without regard to
conflict of laws.

       

       

      Unfunded
Obligation:  This Note constitutes an unfunded obligation of
Borrower for income tax purposes.  Lender’s rights under the Note
shall be no greater than those of a general unsecured creditor of
Borrower.  The Note is not transferable or assignable pursuant to
operation of law or otherwise.

       

       

      BRAINTECH,
INC.

       

       

      By: _____________________________                                                     

       

       

      Name:
___________________________                                                      

       

       

      Title: ____________________________                                                     

       

       

      Date: ____________________________