Exhibit 10.4
    

    
      Lock-Up Agreement
    

    
      August 12, 2008
    

    
      Braintech, Inc.
    

    
      #102 - 930 West 1st Street
    

    
      North Vancouver, B.C. Canada
    

    
      V7P 3N4
    

    
               Re:  Braintech,
      Inc. – Lock-Up Agreement
    

    
      Ladies and Gentlemen:
    

    
      This Lock-Up Agreement is being delivered to you in connection with the
      Share Purchase Agreement (the "Purchase Agreement"), dated
      as of August __, 2008, by and among the undersigned Adil Shafi (the “undersigned”),
      SHAFI, Inc., a Michigan corporation, SHAFI Innovation, Inc., a Michigan
      corporation and Braintech, Inc., a Nevada corporation (“Buyer”).  Capitalized
      terms used herein and not otherwise defined herein shall have the
      respective meanings set forth in the Purchase Agreement.
    

    
                In order to induce the Buyer to enter into the Purchase
      Agreement, the undersigned agrees that, commencing on the date hereof
      and ending on the six (6) month anniversary of the Closing Date (the "Lock-Up
      Period"), the undersigned will not (i) sell, offer to sell, contract
      or agree to sell, hypothecate, pledge, grant any option to purchase,
      make any short sale or otherwise dispose of or agree to dispose of,
      directly or indirectly, (any such transaction, whether or not for
      consideration, being referred to hereinafter as a “Transfer”)
      any shares of the Buyer’s common stock (“Common Stock”)
      issued to the undersigned pursuant to the Purchase Agreement (and
      thereafter, as adjusted, from time to time, to reflect, any stock
      dividend, stock split, reverse stock split, combination,
      recapitalization, reclassification, merger, consolidation or other
      similar adjustment of the Common Stock) (the "Undersigned’s
      Shares") or (ii) enter into any swap or other arrangement that
      transfers to another, in whole or in part, any of the economic
      consequences of ownership of the Undersigned’s Shares, whether any such
      transaction is to be settled by delivery of such securities, in cash or
      otherwise.  Following the expiration of the Lock-Up Period, the
      undersigned may Transfer the Undersigned’s Shares, provided that the
      aggregate price for such Transfer does not exceed $25,000 in any one
      calendar-week period.  
    

    
                The foregoing restriction is expressly agreed to preclude the
      undersigned or any affiliate of the undersigned from engaging in any
      hedging or other transaction which is designed to or which reasonably
      could be expected to lead to or result in a sale or disposition of the
      Undersigned’s Shares even if the Undersigned’s Shares would be disposed
      of by someone other than the undersigned.  Such prohibited hedging or
      other transactions would include, without limitation, any short sale or
      any purchase, sale or grant of any right (including, without limitation,
      any put or call option) with respect to any of the Undersigned’s Shares
      or with respect to any security that includes, relates to, or derives
      any significant part of its value from the Undersigned’s Shares.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
                Notwithstanding the foregoing, the restrictions in this
      Lock-Up Agreement shall not restrict the undersigned from transferring
      the Undersigned’s Shares (i) as a bona fide gift or gifts,
      provided that the donee or donees thereof agree to be bound in writing
      by the restrictions set forth herein, (ii) to any trust for the direct
      or indirect benefit of the undersigned or the immediate family of the
      undersigned, provided that the trustee of the trust agrees to be bound
      in writing by the restrictions set forth herein, and provided further
      that any such transfer shall not involve a disposition for value or
      (iii) in transactions relating to shares of Common Stock acquired by the
      undersigned in open market transactions after the Closing Date.  For
      purposes of this Lock-Up Agreement, “immediate family” shall mean any
      relationship by blood, marriage or adoption, not more remote than first
      cousin.  The undersigned also agrees and consents to the entry of stop
      transfer instructions with the Company’s transfer agent and registrar
      against the transfer of the Undersigned’s Shares except in compliance
      with the foregoing restrictions.
    

    
                The undersigned understands and agrees that this Lock-Up
      Agreement is irrevocable and shall be binding upon the undersigned’s
      heirs, legal representatives, successors, and assigns.
    

    
                This Lock-Up Agreement may be executed and delivered in two
      counterparts and by facsimile or other electronic transmission, each of
      which shall be deemed an original but both of which shall be considered
      one and the same instrument.
    

    
                This Lock-Up Agreement will be governed by and construed in
      accordance with the laws of the State of Nevada, without giving effect
      to any choice of law or conflicting provision or rule (whether of the
      State of Nevada, or any other jurisdiction) that would cause the laws of
      any jurisdiction other than the State of Nevada to be applied.  In
      furtherance of the foregoing, the internal laws of the State of Nevada
      will control the interpretation and construction of this Lock-Up
      Agreement, even if under such jurisdiction's choice of law or conflict
      of law analysis, the substantive law of some other jurisdiction would
      ordinarily apply.
    

    
      [Signature page follows]
    

    
      
        

        

      

      
        
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                                                                 Very truly
      yours,
    

    
                                                                 ______________________________
    

    
                                                                 Adil Shafi
    

    
      Agreed to and Acknowledged:
    

    
      BRAINTECH, INC.
    

    
      By:  _______________________
    

    
             Name:  
    

    
             Title:
    

    
      [Signature page to Lock-Up Agreement]
    

    

    

    
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