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                               STOCK OPTION PLAN

                                BRAINTECH, INC.

                               FEBRUARY 11, 2000

                                   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 Board of Directors of BrainTech, Inc. (hereinafter referred to as the
"Board").  Any action of the Board 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 Board 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 Board on the foregoing matters shall be
conclusive. Subject to the express

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provisions of the Plan, the Board 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
Board 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 Board designates an
eligible director, officer, employee or consultant as a participant in the
Plan; provided, however, that if the appropriate resolutions of the Board
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 7.5 million (7,500,000)
shares.  At no time shall the aggregate amount of stock to be delivered upon
exercise of all options granted under this Plan and the December 17, 1997
Stock Option Plan exceed 30% 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

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Board 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
Board, in its discretion, sees fit.

                                   ARTICLE V

                                  OPTION PRICE

       The purchase price of stock covered by each option shall be determined
by the Board.  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 Board 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 Board 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.

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                                  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
EXCHANGE ACT, 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.

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                                   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 OF EMPLOYMENT.  If an optionee ceases to be
employed by the Company because of discharge for cause, such optionee's
option shall expire concurrently with such cessation of employment.  THIS
SECTION 10.03 SHALL NOT APPLY IN RESPECT OF AN OPTION, OR THAT PORTION OF AN
OPTION, THAT HAS FULLY VESTED IN AN OPTIONEE.

       SECTION 10.04  RESIGNATION.  If an optionee resigns or ceases to be
employed by the Company for any reason other than death or discharge for
cause, such holder's option shall, subject to earlier termination pursuant to
Article VI, expire thirty (30) days thereafter (or such period of time
greater than 30 days as the Board may determine or the Company may have
agreed to contractually), and during such period after such holder ceases to
be an employee, such option shall

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be exercisable only to the extent the optionee could have exercised the
option at the date the optionee ceased to be employed by 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

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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.

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                                   ARTICLE XV

                                  TERMINATION

       Unless terminated sooner by the Board of Directors, this Plan shall
terminate at the close of business on February 11, 2010.

This Stock Option Plan is hereby approved and confirmed by the Board of
BrainTech, Inc.:

                                           "Owen Jones"
                                          -----------------------------------
                                          Owen Jones, Director


                                           "Grant Sutherland"
                                          -----------------------------------
                                          Grant Sutherland, Director


                                           "James Speros"
                                          -----------------------------------
                                          James Speros, Director