ex109.htm


    
      	
              Exhibit
      10.9

            	
              Promissory
      Note ($90,300 Cash Bonus plus interest) issued September 21, 2009 by the
      Company to Rick Weidinger

            


    

     

    
      


       

      PROMISSORY NOTE ($90,300
Cash Bonus plus interest)

       

      


    

    
      


       

      This
Promissory Note (“Note”) 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.  In exchange for the deferral of Lender’s Cash Bonus of
$90,300 for 2007 and 2008 under the Employment and Retention Agreement,
otherwise payable in 2009, Borrower promises to pay to Lender the sum of $90,300
Dollars, together with interest at the rate of five percent (5%) per
annum.

       

       

      Payable: This Note 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: This Note shall
bear interest at the rate of five percent (5%) per annum from June 16, 2009,
until 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.

       

       

      Option to Convert to
Stock:  At any time prior to payment, Lender may notify
Borrower to pay this Note with common stock of Borrower having a fair market
value equal to the amount due, with fair market value based upon the average
closing price of such stock during the calendar month in which Lender so
notifies Borrower, provided that Borrower’s obligation to issue stock shall be
subject to compliance with all applicable laws, rules and regulations, including
federal and state securities laws.

       

       

      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: ____________________________