Exhibit 10.1
    

    

    

    
    	
          BRAINTECH, Inc.
        	
          1750 Tyson’s Boulevard
        	
          www.BRAINTECH.com
        
	
          a Nevada corporation
        	
          Suite 350
        	

        
	
          with its principal offices at:
        	
          McLean, Virginia 22102
        	

        


    

    

    

    
      Employment Agreement
                                                                                                                                                                                           CONFIDENTIAL
    

    

    

    
      THIS AGREEMENT dated November 4, 2008 (“Effective Date”).
    

    

    

    
      BETWEEN:
    

    

    

    
      Thomas E. McCabe
    

    
      566 Innsbruck Avenue
    

    
      Great Falls, VA  22066
    

    
      (the "EXECUTIVE")
    

    

    

    
      AND:
    

    

    

    
      BRAINTECH, INC.
    

    
      ("BRAINTECH")
    

    
      WHEREAS:
    

    
      A.       BRAINTECH is a robotic vision technology company that is
      publicly traded on the NASD Over-The-Counter Bulletin Board;
    

    
      B.       The business objectives for BRAINTECH include developing
      in-house legal management, increasing its corporate development
      capabilities and growing and diversifying its existing customer base and
      market coverage especially in the development and growth of revenue for
      Braintech Government & Defense Systems Inc., a wholly-owned subsidiary
      of BRAINTECH (“Braintech GDS”).
    

    
      C.       In order to achieve the business objectives BRAINTECH wishes to
      engage the EXECUTIVE to serve at its principal office at 1750 Tyson’s
      Boulevard, Suite 350, McLean, Virginia 22102 (“Office”) as General
      Counsel, Senior Vice President - Corporate Development & Secretary,
      BRAINTECH, Inc. and subsidiaries, and President & General Manager -
      Braintech GDS on the terms and conditions set forth in this Agreement.
    

    
      IN CONSIDERATION of the mutual promises contained herein, the parties
      agree as follows:
    

    
      1.        EMPLOYMENT:  BRAINTECH
      hereby employs EXECUTIVE to perform the duties and render the services
      customarily required for the position hereinafter set forth, and
      EXECUTIVE hereby accepts said employment and agrees faithfully to
      perform said duties and render said services, subject to the terms and
      conditions of this Agreement. With the CEO’s approval, the EXECUTIVE may
      serve in the capacity of director of other corporations or charities
      provided that activity does not materially interfere with EXECUTIVE’s
      ability to perform his duties hereunder and that any such entities do
      not compete with BRAINTECH’s business.
    

    
      
        

        

      

      
        
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      2.        TERM:  The
      EXECUTIVE’s full time employment with BRAINTECH is for an indefinite
      term and will continue until terminated in accordance with Paragraph 12
      of this Agreement.  
    

    
      3.        REPORTING: The
      EXECUTIVE shall report directly to Rick Weidinger, BRAINTECH’s Chief
      Executive Officer (referred to herein as the “CEO”).
    

    
      4.        DUTIES:  The
      EXECUTIVE agrees to perform such duties as normally required for the
      various positions he will hold and shall be familiar with and carry out
      the policies, procedures and projects as assigned by the CEO, including.
    

    
      (a)           As General Counsel, manage all legal matters for Braintech
      and its subsidiaries, including but not limited to corporate legal
      paperwork and policies including Human Resources letters and agreements,
      deals, transactions, agreements, and filings to be made with the United
      States Securities and Exchange Commission (“SEC”).
    

    
      (b)           As President & General Manager of Braintech GDS, manage
      contract identification, proposal preparation and submission and
      contract negotiation with the resulting  revenue generation for
      Braintech GDS, and oversee the growth of the Braintech GDS business,
      with appropriate staff (employees or consultants) as cash flow of
      BRAINTECH allows.
    

    
      (c)           As Senior Vice President - Corporate Development, work
      with the CEO on acquisitions, customer proposals, strategic competitive
      comparisons, equity and incentive plans and other suitable corporate
      development opportunities for BRAINTECH and its subsidiaries.
    

    
      (d)           As Secretary, attend Board and Shareholder meetings and
      prepare minutes thereof, and manage the corporate books and records, all
      matters of stock transfers, stock escrows, documentation and
      correspondence.
    

    
      5.        BASE SALARY:  In
      order to attract EXECUTIVE to join BRAINTECH and in consideration of
      EXECUTIVE’s value in the marketplace as reflected by his $207,880.08
      salary at XM Satellite Radio Inc., BRAINTECH shall pay the EXECUTIVE, in
      consideration for the services an annual base salary of US$207,880.08,
      which shall be increased by ten percent (10%) on April 1, 2009, which is
      three months after the date that would have been his annual salary
      increase date at XM Satellite Radio Inc., and such adjusted salary shall
      be further increased by ten percent (10%) on each of April 1, 2010 and
      April 1, 2011.  On April 1, 2012 and each April 1 thereafter,
      EXECUTIVE’s salary shall be increased based on performance at the CEO’s
      discretion (EXECUTIVE’s salary, as increased from time to time pursuant
      to the foregoing provisions, is hereinafter referred to as the “Base
      Salary”).  The Base Salary shall be paid on a current, pro-rated basis
      at least twice each month beginning on the Effective Date.
    

    
      
        

        

      

      
        
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      6.        SIGNING BONUS:  Upon
      execution of this Agreement, BRAINTECH shall pay a US$17,500 signing
      bonus to the EXECUTIVE, which in return the EXECUTIVE shall apply to the
      purchase of 1,750,000 shares of the common stock of BRAINTECH in
      accordance with Paragraph 7 below.
    

    
      7.        BONUS SECURITIES
      COMPENSATION:  The EXECUTIVE shall be entitled to bonuses, based on
      achieving certain milestones, which bonuses will be provided in the form
      of a first tranche of 585,000 issued shares of restricted Common Stock,
      a second tranche of 585,000 issued shares of restricted Common Stock,
      and a third tranche 580,000 issued shares of restricted Common Stock
      (collectively, all three such tranches are hereinafter referred to as
      the “Bonus Stock”) of BRAINTECH at a purchase price of US$0.01 per
      share, and options to purchase 250,000 shares of Common Stock (the
      “Bonus Stock Options”) of BRAINTECH, in accordance with the Bonus Stock
      and Bonus Stock Option Incentive Plan (the “Bonus Plan”) approved by the
      Board of Directors on October 22, 2007 and attached as Schedule
      1.  EXECUTIVE hereby applies his $17,500 signing bonus described in
      Paragraph 6 above to the purchase of the Bonus Stock.  The vesting of
      the Bonus Stock and the Bonus Stock Options is subject to the milestones
      and levels of incentive compensation set forth in the EXECUTIVE Bonus
      Securities Compensation Structure as set forth in Appendix I of this
      Agreement.  
    

    
      8.        BONUS CASH INCENTIVE:  The
      EXECUTIVE is eligible to earn an annual cash bonus each calendar year
      during the term of this Agreement (the "Bonus").  On September 30, 2009,
      BRAINTECH shall pay EXECUTIVE a guaranteed Bonus equal to
      US$76,395.93.  On April 1, 2010, BRAINTECH shall pay EXECUTIVE an annual
      Bonus based upon performance in the CEO’s discretion, the target amount
      for which shall be up to 25% of EXECUTIVE’s then-current Base
      Salary.  On April 1, 2011 and on April 1 of each year thereafter,
      BRAINTECH shall pay EXECUTIVE an annual Bonus based upon performance in
      the CEO’s discretion, the target amount for which shall be up to 50% of
      EXECUTIVE’s then-current Base Salary.  BRAINTECH intends to develop a
      company-wide employee incentive plan (“Incentive Plan”) promptly after
      the Effective Date, and EXECUTIVE’s participation in the Incentive Plan
      shall be pursuant to the provisions of this Paragraph 8, and the
      Incentive Plan shall not interpreted as providing additional
      compensation to EXECUTIVE beyond the compensation to be provided
      pursuant to this Paragraph 8.
    

    
      9.        BENEFITS:  The
      EXECUTIVE shall be entitled to the following benefits:
    

    
      (a)       Leave.  Thirty (30)
      work days (i.e., six (6) weeks) of paid leave per year.  This leave may
      be used as vacation, personal leave or sick leave.  The thirty (30) days
      of leave is vested immediately upon the Effective Date and each
      anniversary thereafter and may be carried over from year to year without
      limit.  Upon EXECUTIVE’s termination, any unpaid leave days shall be
      converted to cash at EXECUTIVE’s highest BASE Salary during his
      employment with BRAINTECH and paid to EXECUTIVE in a lump sum on the
      date of his termination of employment (“Termination Date”);
    

    
      (b)       Holidays.  Ten (10)
      paid holidays, which correspond with the US Federal Government Holidays;
    

    
      
        

        

      

      
        
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      (c)       Medical/Dental/Vision/Group
      Life and Disability Insurance.
    

    
      i.        BRAINTECH shall provide to the EXECUTIVE a comprehensive
      family health insurance policy including medical, dental, vision, life
      and long term disability plans;
    

    
      ii.       BRAINTECH acknowledges that its long-term disability policy is
      not as favorable to EXECUTIVE as the policy previously provided to
      EXECUTIVE by his former employer, XM Satellite Radio Inc.  For example,
      BRAINTECH’s maximum monthly benefit is $5,000, while XM’s was
      $10,000.  BRAINTECH will promptly work with EXECUTIVE to provide to
      EXECUTIVE long-term disability coverage at least comparable to the
      disability coverage which EXECUTIVE had with XM, as long as the cost is
      reasonable.
    

    
      (d)       Such other benefits as may be offered to other employees or
      executives of BRAINTECH.
    

    
      10.       EXPENSE REIMBURSEMENT:
      EXECUTIVE shall be entitled to reimbursement for all reasonable
      expenses, including travel and entertainment, incurred by EXECUTIVE in
      the performance of EXECUTIVE's duties.  EXECUTIVE will maintain records
      and written receipt as required by BRAINTECH policy and reasonably
      requested by the accounting manager to substantiate such expenses.  All
      such expenses are subject to the approval of the CEO and are to be
      reimbursed within twenty (20) business days after submission.  BRAINTECH
      will also provide EXECUTIVE with a company credit card.
    

    
      11.       OTHER EXPENSES/BENEFITS:  The
      EXECUTIVE shall be entitled to reimbursement of following expenses:
    

    
      (a)       Cell Phone/Data
      Services/Laptop.  BRAINTECH shall provide the EXECUTIVE with a
      Blackberry or other cell phone / data device of EXECUTIVE’s choice and
      BRAINTECH shall pay the charges related to the purchase of such device
      and its use.  BRAINTECH shall also provide EXECUTIVE with a laptop
      computer and other reasonable equipment consistent with his roles.
    

    
      (b)       Professional Meetings
      and Professional Organizations’ Dues. The EXECUTIVE shall be
      entitled to attend and participate in appropriate professional meetings
      approved by the CEO at the local, state, and national levels with the
      reasonable expenses for such attendance to be borne by
      BRAINTECH.  BRAINTECH shall also pay EXECUTIVE’s professional membership
      fees and dues. The EXECUTIVE may hold offices or accept responsibilities
      in these professional organizations provided that such responsibilities
      are applicable to the EXECUTIVE position or do not interfere with the
      performance of his duties as stated herein.
    

    
      (c)       Business Mileage
      Reimbursement. The EXECUTIVE shall be entitled to reimbursement for
      business travel while using his personal vehicle at the most current IRS
      defined rate of reimbursement.
    

    
      
        

        

      

      
        
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      (d)       Health Club Membership.  BRAINTECH
      employees currently have the right to use an exercise facility in the
      same building as the Office.  If for any reason EXECUTIVE no longer has
      access to this exercise facility, the EXECUTIVE shall be thereafter
      entitled to reimbursement of membership and fees at a health club of his
      choice during employment with BRAINTECH.
    

    
      (e)       Parking.  BRAINTECH
      shall provide EXECUTIVE with free garage parking in the Office garage
      building.
    

    
      (f)       Other.  Such other
      benefits or expense reimbursements as may be offered to other employees
      or executives of BRAINTECH.
    

    
      12.       TERMINATION OF
      EXECUTIVE’S EMPLOYMENT.
    

    
      (a)       “Good Cause” shall mean:
    

    
      i.        the wilful and continued failure by the EXECUTIVE to
      substantially perform his duties hereunder (other than due to incapacity
      from physical or mental illness) which failure continues after written
      demand for performance is delivered by the CEO to EXECUTIVE specifying
      the nature of such failure and providing a reasonable opportunity for
      EXECUTIVE to cure such failure;
    

    
      ii.         gross misconduct which is or could reasonably be expected to
      become materially injurious to BRAINTECH, including, without limitation,
      fraud, or misappropriation of material Company property or unauthorized
      and intentional disclosure of material confidential information;
    

    
      iii.      material dishonesty resulting, or intending to result,
      directly or indirectly, in gain or personal enrichment at the expense of
      the Company.
    

    
      (b)        “Good Reason” shall mean:
    

    
      i.        any material reduction of the titles, duties or
      responsibilities of the EXECUTIVE or assignment of any duties
      inconsistent with EXECUTIVE’s position; or
    

    
      ii.       any material adverse change in EXECUTIVE’s compensation or
      benefits including but not limited to any failure by BRAINTECH, without
      EXECUTIVE’s consent, to pay to EXECUTIVE any portion of his Base Salary
      or any other earned compensation within ten (10) business days of the
      date such compensation is due or other breach by BRAINTECH of any of its
      obligations hereunder;
    

    
      iii.      any material change in the Bonus Plan or EXECUTIVE’s
      compensation thereunder;
    

    
      iv.       any requirement for the EXECUTIVE to relocate outside of the
      McLean, VA area;
    

    
      v.        any obvious bad faith by BRAINTECH in dealing with EXECUTIVE
      or his employment conditions.
    

    
      
        

        

      

      
        
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      (c)       Termination By BRAINTECH
      for Good Cause.  BRAINTECH may terminate the employment of the
      EXECUTIVE without notice (or payment in lieu thereof) for Good
      Cause.  In such event, on the Termination Date EXECUTIVE or EXECUTIVE’s
      heirs will be paid all unpaid compensation and benefits, allowances and
      perquisites hereunder up to the Termination Date, and EXECUTIVE shall be
      entitled to keep all Bonus Stock for which the milestone conditions have
      been satisfied, free of all restrictions, escrows or other conditions
      and to all Bonus Stock Options which are vested as of such time and such
      Bonus Stock Options may be exercised at any time within twenty-four (24)
      months of the Termination Date. If BRAINTECH terminates EXECUTIVE for
      Good Cause, he shall not be entitled to any further cash Bonus under
      Paragraph 8.
    

    
      (d)       Termination By The
      EXECUTIVE.  The EXECUTIVE may terminate this Agreement for any
      reason by giving CEO 30 day’s prior written notice.  In such event,
      EXECUTIVE will be paid on the Termination Date all unpaid compensation,
      leave and benefits, allowances and perquisites hereunder up to the
      Termination Date, and EXECUTIVE shall be entitled to keep all Bonus
      Stock for which the milestone conditions have been satisfied, free of
      all restrictions, escrows or other conditions and to all Bonus Stock
      Options which are vested as of such time and such Bonus Stock Options
      may be exercised at any time within twenty-four (24) months of the
      Termination Date.  If EXECUTIVE terminates without Good Reason, he shall
      not be entitled to any further cash Bonus under Paragraph 8.  
    

    
      (e)       Death or Total Permanent
      Disability.  The total permanent disability or death of the
      EXECUTIVE shall be treated as termination of the EXECUTIVE by BRAINTECH
      without Good Cause. For the purposes of this Agreement, “Total Permanent
      Disability” means any physical or mental incapacity, disease or
      affliction as determined by a legally qualified medical practitioner,
      which prevents the EXECUTIVE from performing his obligations as set out
      in this Agreement and which incapacity persists for a continuous period
      of six months or more.  This provision will also be subject to any duty
      to accommodate or human rights laws imposed by any government authority.
    

    
      (f)       Termination by BRAINTECH
      without Good Cause or by EXECUTIVE for Good Reason.  In the event of
      a termination of this Agreement or EXECUTIVE’s employment by the Company
      without Good Cause, or due to Total Permanent Disability or due to the
      death of the EXECUTIVE, or by the EXECUTIVE for Good Reason, then
      EXECUTIVE will be entitled to and paid on the Termination Date all
      unpaid compensation, leave and benefits, allowances and perquisites
      hereunder up to the Termination Date.  In addition, BRAINTECH shall pay
      EXECUTIVE or EXECUTIVE’s heirs, within 10 days after the date of
      execution of the Release (as defined hereinafter), the “Severance Pay”
      (as hereinafter defined), and within 10 days after the date of the
      execution of the Release (as defined hereinafter), BRAINTECH shall
      provide EXECUTIVE or EXECUTIVE’s heirs with the Bonus Securities
      Acceleration (as hereinafter defined) notwithstanding anything to the
      contrary in The Bonus Stock and Bonus Stock Option Incentive Plan
      (Schedule “A”):
    

    
      
        

        

      

      
        
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      i.        “Severance Pay” shall mean:
    

    
      1.        a lump sum payment (less all deductions required by law such
      as income taxes) equal to two (2) times the EXECUTIVE’s highest Base
      Salary during his employment with BRAINTECH; and  
    

    
      2.        Continuation of all EXECUTIVE’s employee benefits and
      executive benefits under this Agreement for two (2) years after the
      Termination Date.
    

    
      ii.       “Bonus Securities Acceleration” shall mean:
    

    
      1.        all restrictions, including escrow restrictions, satisfaction
      of milestones and any other restrictions on Bonus Stock issued to the
      EXECUTIVE will cease and the EXECUTIVE will have clear title to all
      Bonus Stock subject to no further restrictions or contingencies, and
    

    
      2.        all Bonus Stock Options granted as of the Termination Date
      will immediately vest in the EXECUTIVE (and all milestones shall be
      deemed satisfied), and may be exercised on any date between the
      Termination Date and a date which is 36 months from the Termination Date.
    

    
      iii.      BRAINTECH and EXECUTIVE agree that on the Termination Date,
      EXECUTIVE and BRAINTECH shall execute a mutual general release in the
      form attached hereto as Appendix II (“Release”), of any and all claims
      which BRAINTECH may have against EXECUTIVE or which EXECUTIVE may have
      against BRAINTECH and its officers, employees, directors, parents and
      affiliates.  
    

    
      (g)       Change in Control.  In the event of a Change in Control (as
      defined hereinbelow), then, in addition to EXECUTIVE’s other rights
      under this Agreement and irrespective of whether or not EXECUTIVE’s
      employment is terminated, BRAINTECH shall provide EXECUTIVE or
      EXECUTIVE’s heirs with the Bonus Securities Acceleration (as defined
      above in Paragraph 12(f)).  For the purposes of this Paragraph 12(g),
      "Change in Control" shall mean the first to occur of any of the
      following events:
    

    
      i.        Any person or group of person (as defined in Paragraph 13(d)
      and 14(d) of the Securities Exchange Act of 1934 (“Exchange Act”))
      together with its affiliates, excluding employee benefit plans of
      BRAINTECH, is or becomes, directly or indirectly, the “beneficial owner”
      (as defined in Rule 13d-3 under the Exchange Act) of securities of
      BRAINTECH representing 50% or more of the combined voting power of
      BRAINTECH’s then outstanding securities and Rick Weidinger ceases to be
      the CEO of BRAINTECH; or
    

    
      ii.       Rick Weidinger ceases to be the CEO of BRAINTECH and the
      largest shareholder of BRAINTECH on either an undiluted basis or on a
      fully diluted basis; or
    

    
      
        

        

      

      
        
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      iii.      Individuals who at the beginning of any two-year period
      constitute the Board of Directors of BRAINTECH, plus new directors of
      BRAINTECH whose election or nomination for election by the shareholders
      of BRAINTECH is approved a vote of at least a majority of the directors
      of BRAINTECH still in office who were directors of BRAINTECH at the
      beginning of such two-year period, cease for any reason during such
      two-year period to constitute at least a majority of the members of the
      Board of Directors of BRAINTECH, provided however that if Rick Weidinger
      and individuals nominated by him continue to constitute at least a
      majority of the Board of Directors of BRAINTECH, then this subparagraph
      12(c)(iii) shall not apply; or
    

    
      iv.       The shareholders of BRAINTECH approve a merger or
      consolidation of BRAINTECH with any other corporation or entity
      regardless of which entity is the survivor, other than a merger or
      consolidation which would result in the voting securities of BRAINTECH
      outstanding immediately prior thereto continuing to represent (either by
      remaining outstanding or being converted into voting securities of the
      surviving entity) at least 50% of the combined voting power of the
      voting securities of BRAINTECH, such surviving entity or any parent
      thereof outstanding immediately after such merger of consolidation in
      any single transaction or related series of transactions and Rick
      Weidinger ceases to be the CEO of BRAINTECH; or
    

    
      v.        The shareholders of BRAINTECH approve a plan of complete
      liquidation or winding-up of BRAINTECH or an agreement for the sale of
      disposition by BRAINTECH of all or substantially all of BRAINTECH’s
      assets and Rick Weidinger ceases to be CEO of Braintech or its successor
      company.
    

    
      13.       CONFIDENTIALITY:
      Unless this agreement is publicly filed, EXECUTIVE agrees to keep the
      terms and conditions of this Agreement confidential and BRAINTECH
      reserves the right to terminate the Agreement if the EXECUTIVE publicly
      discloses any of the terms and conditions contained herein without the
      specific written consent of BRAINTECH, other than disclosure by
      EXECUTIVE to his tax, financial or other advisors, which is
      permitted.  In consideration of the execution of this Agreement, the
      EXECUTIVE shall execute a Non-disclosure and Confidentiality Agreement,
      in the form provided by BRAINTECH, with respect to, BRAINTECH, Inc., and
      any subsidiaries and affiliates thereof. Any information deemed
      necessary by BRAINTECH counsel to require public filing stands as
      allowable exception to this clause.
    

    
      14.       BEST EFFORTS:  The
      EXECUTIVE will, at all times, faithfully, industriously and to the best
      of his or her ability, experience and talents, perform the Services
      provided herein or any other duties required of or from him or her
      pursuant to the express terms set forth in this Agreement, to the
      reasonable satisfaction of the CEO.
    

    
      15.       OUTSIDE CONSULTATION
      ACTIVITIES:  The EXECUTIVE may, with CEO approval, serve as a
      consultant related to prior employment and receive payment and
      reimbursement of expenses and/or fees for consultation services at no
      expense to the BRAINTECH.  Prior to engaging in these activities, the
      EXECUTIVE will notify the CEO in writing of the activity.  The CEO will
      notify the EXECUTIVE if the activity presents a conflict or interferes
      with the performance of his duties.
    

    
      
        

        

      

      
        
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        16.       SUCCESSORS;
      BINDING AGREEMENT:  BRAINTECH shall require any successor;
    

    
      (a)       whether direct or indirect, by purchase, merger, consolidation
      or otherwise to all or substantially all of the business and/or assets
      of BRAINTECH to expressly assume and agree to perform this Agreement in
      the same manner and to the same extent that BRAINTECH would be required
      to perform it if no such succession had taken place.  BRAINTECH as
      hereinbefore defined, includes BRAINTECH and any successor to its
      business and/or assets or which otherwise becomes bound by all the terms
      and provisions of this Agreement by operation of law.
    

    
      (b)       This Agreement and all rights of the EXECUTIVE hereunder shall
      inure to the benefit of and be enforceable by the EXECUTIVE'S personal
      or legal representatives, executors, administrators, successors, heirs,
      distributees, devisees and legatees.  If the EXECUTIVE should die while
      any amounts are payable to him hereunder all such amounts unless
      otherwise provided herein, shall be paid in accordance with the terms of
      this Agreement to the Executive's devisee, legatee, or other designee
      or, if there be no such designee, to the Executive's estate.
    

    
      17.       SEVERABILITY.  Should
      any of the provisions of this Agreement be determined to be invalid or
      unenforceable by a court, governmental agency, or arbitrator of
      competent jurisdiction, such determination shall not affect the
      enforceability of the other provisions.  
    

    
      18.       GOVERNING LAW:   This
      Agreement shall be governed by and construed in accordance with the
      domestic laws of the State of Delaware without giving effect to any
      choice of law or conflict of law provision or rule (whether of Delaware,
      Province of British Columbia or any other jurisdiction) that would cause
      the application of the laws of any jurisdiction other than the State of
      Delaware.
    

    
      19.       PARAGRAPH HEADINGS:  The
      titles to the paragraphs of this Agreement are solely for the
      convenience of the parties and shall not be used to explain, modify,
      simplify, or aid in the interpretation of the provisions of this
      Agreement.
    

    
      20.       COMPLETE AGREEMENT:  This
      Agreement contains the complete agreement concerning the employment
      arrangement between the parties and shall, as of the effective date
      hereof, supersede all other agreements between the parties.  The parties
      stipulate that neither of them has made any representation with respect
      to the subject matter of this Agreement or any representation including
      the execution and delivery of this Agreement except such representations
      as are specifically set forth in this Agreement and each of the Parties
      acknowledges that he or it has relied on its own judgment in entering
      into this Agreement.
    

    
      21.       INDEMNIFICATION:  BRAINTECH
      shall indemnify EXECUTIVE against any and all expenses, including
      amounts paid upon judgments, counsel fees, environmental penalties and
      fines, and amounts paid in settlement (before or after suit is
      commenced), incurred by the EXECUTIVE in connection with his defense or
      settlement of any claim, action, suit or proceeding in which he is made
      a party or which may be asserted against him by reason of his employment
      or the performance of duties in this Agreement. Such indemnification
      shall be in addition to any other rights to which those indemnified may
      be entitled under any law, bylaw agreement, or otherwise.  Effective as
      of the Effective Date and remaining in force throughout EXECUTIVE’s
      employment with BRAINTECH and with reasonable tail coverage thereafter,
      BRAINTECH shall maintain in force a directors and officers insurance
      liability policy covering EXECUTIVE for all of his roles with BRAINTECH,
      and such policy shall be with an insurance provider reasonably
      satisfactory to EXECUTIVE, and shall have policy limits reasonably
      satisfactory to EXECUTIVE and shall have other characteristics
      reasonably satisfactory to EXECUTIVE.
    

    
      
        

        

      

      
        
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      IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT AS OF THE
      EFFECTIVE DATE.
    

    
      BRAINTECH, Inc.
    

    
      Per:                                                          
    

    
      Frederick Weidinger, President & CEO
    

    

    

    

    

    
      Per:                                                          
    

    
      Thomas E. McCabe
    

    
      
        

        

      

      
        
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      Appendix I
    

    

    

    
      BONUS SECURITIES COMPENSATION STRUCTURE
    

    

    

    
      This Appendix details the Bonus & Incentive Compensation the EXECUTIVE
      will be entitled to as described in Paragraph 7 of the Employment
      Agreement (the “Agreement”) between the EXECUTIVE and BRAINTECH dated
      November 4, 2008.
    

    

    

    
      Bonus Stock grants and Bonus Stock Option grants (the “Bonus
      Securities”) are subject to the terms and conditions of the Bonus Stock
      and Bonus Stock Option Incentive Plan (the “Bonus Plan”), attached
      hereto as Schedule 1.  Whenever the Common Stock of BRAINTECH is
      publicly traded, BRAINTECH will maintain an effective registration
      statement for the Bonus Securities with the U.S. Securities and Exchange
      Commission and other applicable authorities so that the Bonus Stock and
      the Common Stock underlying the Bonus Stock Options may be sold in the
      open market if EXECUTIVE so desires.
    

    

    

    
      Each of the share certificates for any Bonus Stock grants subject to
      Milestones will be issued effective as of the Effective Date within 20
      days thereafter but shall be held by BRAINTECH until vesting, at which
      time they will be immediately delivered to EXECUTIVE.  For the avoidance
      of doubt, each Milestone shall apply only to the tranche of Bonus Stock
      or Bonus Stock Options to which it expressly applies, and no Milestone
      shall apply to any other provision of this Agreement.
    

    

    

    
      Milestone 1:        Execution of a new, modified or extended
      agreement to the existing agreement with BRAINTECH’s current channel
      partner, or execution of an agreement with another industrial partner,
      on terms acceptable to the CEO.  On achievement of Milestone 1, 585,000
      shares of EXECUTIVE’s Bonus Stock will vest.
    

    

    

    
      Milestone 2:        Effective management of outside legal fees,
      substantial reduction in legal risk, or other substantial cleanup or
      process improvement in the legal area. On achievement of Milestone 2,
      585,000 shares of EXECUTIVE’s Bonus Stock will vest.  BRAINTECH and
      EXECUTIVE have agreed to measure this goal from the level for the 12
      months ending October 31, 2008 with respect to the same or comparable
      matters that were handled by outside counsel during that 12 month period.
    

    

    

    
      Milestone 3:        Completion of four (4) acquisitions or other
      suitable corporate development opportunities (including but not limited
      to those described in Paragraph 4(c) of this Agreement) or customer
      contracts.  On achievement of Milestone 3, 580,000 shares of EXECUTIVE’s
      Bonus Stock will vest.
    

    

    

    
      Milestone 4:        BRAINTECH’s contracts and subcontracts with
      government, military and defense customers, contractors, end users,
      integrators, and customers and partners of Braintech GDS reach a
      cumulative total of $1,250,000 in contracted revenue.  On achievement of
      Milestone 4, EXECUTIVE’s 250,000 Bonus Stock Options will vest and
      become fully exercisable for the remainder of their term.
    

    
      
        

        

      

      
        
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      In addition to the vesting of the applicable Bonus Securities that will
      occur on achievement of the applicable Milestone set forth above,
      recognizing that the corporate goals may change quickly in a small
      company, vesting of applicable Bonus Securities shall also occur if the
      CEO decides to award the Bonus Stock or Bonus Stock Options associated
      with each Milestone based on other achievements of the EXECUTIVE which
      in the judgment of the CEO are as important to BRAINTECH as to the
      applicable Milestone(s), notwithstanding the specificity of each
      Milestone set forth above,
    

    

    

    
      EXECUTIVE’s Bonus Stock Options, regardless of when they vest, shall
      have an exercise price equal to the closing market price of BRAINTECH
      stock on the Effective Date of the Agreement.
    

    
      
        

        

      

      
        
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      INCENTIVE BONUS SUMMARY
    

    

    

    

    

    
    	

        	
          Bonus Stock
        	
          Bonus Stock Options
        
	

        	

        	
           
        
	

        	

        	
           
        
	
          Milestone 1
        	
          585,000
        	

        
	
          Milestone 2
        	
          585,000
        	

        
	
          Milestone 3
        	
          580,000
        	

        
	
          Milestone 4
        	

        	
          250,000
        
	

        	

        	
           
        
	
          Total
        	
          1,750,000
        	
          250,000
        


    

    
      
        

        

      

      
        
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      SCHEDULE 1 TO EMPLOYMENT AGREEMENT
    

    
      Bonus Stock and Bonus Stock Option Incentive Plan
    

    
      (the “Bonus Plan”)
    

    
      1.       PURPOSE OF THE BONUS PLAN
    

    
      1.1      The purpose of this Bonus
      Plan is to strengthen Braintech, Inc. (the “Company”) by rewarding its
      directors and key employees (collectively referred to as the
      “Participants”) for high levels of performance and extraordinary efforts
      resulting in an increase in the development of the Company and the sales
      and earnings of the Company.  The Bonus Plan provides for the issuance
      of common stock of the Company (“Bonus Stock”) and options to acquire
      common stock of the Company (“Bonus Stock Options”) to the Participants
      upon the Company reaching certain identifiable milestones (the
      “Milestones”) in its business plan, and is intended to reward the
      Participants for their unique expertise and experience in achieving
      these Milestones.  Bonus Stock and Bonus Stock Options are hereinafter
      collectively referred to as “Bonus Securities”.
    

    
      1.2      The Company believes that,
      from a corporate governance perspective, it is more appropriate to
      provide a reward mechanism of this nature than to provide incentive to
      insiders exclusively in the form of stock options, since the Company’s
      share price can vary in accordance with a range of external factors not
      related to the performance of management and key employees.  
    

    
      2.       ADMINISTRATION OF THE BONUS PLAN
    

    
      
        

        

      

      
        
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      2.1      Administration.  This
      Bonus Plan will be administered by the Chief Executive Officer
      (the “CEO”) of the Company who shall make recommendations to the
      Compensation Committee (the “Committee”) of the Board of Directors of
      the Company (the “Board”) with regard to awards of Bonus Securities and
      the related terms and conditions. The Board will establish the initial
      targets and parameters for the issuance of such Bonus Securities that
      may serve as guidelines to the CEO.  Upon approval of the Committee of
      any such CEO award recommendations, such recommendations shall be final
      unless such awards are outside the established Board targets in which
      case the Board must approve the final recommended award. Any such
      action of the Board with respect to such final approval will be taken
      pursuant to a majority vote, or to the written consent of a majority of
      its members.
    

    
      2.2      Authority.  Subject
      to the express provisions of the Bonus Plan, the CEO will have the
      authority to construe and interpret the Bonus Plan and to define the
      terms used herein and to prescribe, amend and rescind the rules and
      regulations relating to the administration of the Bonus Plan.  The
      determination of the CEO on the foregoing matters will be conclusive.  The
      CEO shall not have the authority to make any change or amendment to the
      Bonus Plan that would affect any Participant to the extent that the
      Participant is a party to an employment agreement with the Company that
      requires the Participant’s consent to such change or amendment.
    

    
      3.       PARTICIPATION
    

    
      3.1      Eligibility.  Directors
      and key employees of the Company shall be eligible for selection by the
      CEO to participate in the Bonus Plan.  An individual who has been
      granted Bonus Securities may, if otherwise eligible, be granted
      additional Bonus Securities if the CEO shall so determine.
    

    
      3.2      Time of Granting of
      Bonus Securities.  The granting of Bonus Securities pursuant to this
      Bonus Plan will take place at the time specified in any
      employment agreement or any other written agreement between the Company
      and the Participant.  The granting of Bonus Securities may be subject to
      certain Milestones agreed upon in writing between the Company and the
      Participant.  In the event that Bonus Securities, subject to Milestones,
      are granted prior to the time that the Milestones have been achieved
      then, until such time as the Milestones have been achieved, such Bonus
      Securities shall be subject to escrow restrictions as set forth in
      Section 7.2.
    

    
      4.       STOCK SUBJECT TO THE BONUS PLAN
    

    
      4.1      Subject to the adjustments
      as provided in Article 9 of this Bonus Plan, the stock to be offered
      under this Bonus Plan will be shares of the Company’s authorized but
      unissued common stock, including re-acquired common stock or common
      stock previously issued but cancelled.  The aggregate amount of shares
      that may be issued under the Bonus Plan will not exceed 30 million
      (30,000,000) shares.  The aggregate amount of shares to be issued as
      Bonus Stock will not exceed 20 million (20,000,000) shares and the
      aggregate amount of shares to be issued pursuant to the exercise of
      Bonus Stock Options will not exceed 10 million (10,000,000) shares.
    

    
      5.       MILESTONES
    

    
      5.1      Performance Milestones
      will be determined by the Company and included in any employment
      agreement or any other written agreement between the Company and the
      Participant.  Each Milestone will be subject to a time restriction for
      achieving that Milestone.  Bonus Stock Options granted will be subject
      to the provision of Section 6 and Bonus Stock granted will be subject to
      the provision of Section 7
    

    
      6.       PROVISIONS RELATING TO THE STOCK OPTIONS
    

    
      6.1      Option Price.  The
      purchase price of stock covered by each Bonus Stock Option will be
      determined by the CEO taking into consideration the market value of the
      underlying shares on the date of grant.  The purchase price of any stock
      purchased will be paid in full by bank draft or by certified cheque at
      the time of each purchase, or will be paid in such other manner as the
      CEO may determine in compliance with applicable laws.  
    

    
      6.2      Option Period.  Each
      Bonus Stock Option and all rights or obligations thereunder will expire
      on the fifth (5th) anniversary of the date on which the Bonus Stock
      Option is granted or on such other date as the CEO may determine or the
      Company may have agreed to contractually, subject to earlier termination
      as hereinafter provided.
    

    
      
        

        

      

      
        
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      6.3      Privileges of Stock
      Ownership.  The holder of a Bonus Stock Option pursuant to this
      Bonus Plan will not be entitled to the privileges of stock ownership as
      to any shares of stock not actually issued and delivered to him.
    

    
      6.4      Exercise of Option.  Each
      Bonus Stock 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 Bonus Stock Option or instalment thereof
      will be exercisable except in respect to whole shares, and fractional
      share interests will be disregarded.
    

    
      6.5      Agreement to Remain in
      Employ of Company.  Each individual to whom a Bonus Stock Option is
      granted is not required to remain in the employ of the Company following
      the date of the grant of the Bonus Stock Option.  Nothing contained in
      this Bonus Plan, or in any Bonus Stock Option granted pursuant to this
      Bonus Plan, will confer upon any individual 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 individual’s compensation from the rate in existence at the
      time of the granting of a Bonus Stock Option or to terminate such
      individual’s employment, but nothing contained herein or in any Bonus
      Stock Option agreement will affect any contractual rights of an
      individual.
    

    
      6.6      Death of an Individual. If
      any Bonus Stock Option holder dies while employed by the Company, such
      holder’s Bonus Stock Option will, subject to earlier termination
      pursuant to Section 6.2, expire two years (2) years after the date of
      such death, and during such period after such death such Bonus Stock
      Option may, to the extent that the holder may have exercised the Bonus
      Stock Option if alive during such period, be exercised by the person or
      persons to whom the Bonus Stock Options holder’s rights under the Bonus
      Stock Option will pass by will or by the applicable laws of descent and
      distribution.
    

    
      6.7      Termination.  Subject
      to Section 6.6 and earlier termination pursuant to Section 6.2, if the
      holder of a Bonus Stock Option resigns or ceases to be employed by the
      Company for any reason other than death, such holder’s Bonus Stock
      Option will expire and become null and void thirty (30) days after the
      holder ceases to be a director or key employee of the Company or on such
      other date as the Committee may determine or the Company may have agreed
      to contractually.  During such period, the Bonus Stock Option will be
      exercisable only to the extent the holder could have exercised the Bonus
      Stock Option at the date the holder ceased to be a director or key
      employee of the Company.
    

    
      6.8      Non-transferability of
      Stock Options.  A Bonus Stock Option granted under this Bonus Plan
      will, by its terms, be non-transferable by the Bonus Stock Option holder
      other than by will or by the laws of descent and distribution and will
      be exercisable during his lifetime only by the Bonus Stock Option holder
      [or heirs].
    

    
      7.       PROVISIONS RELATING TO BONUS STOCK
    

    
      7.1      The Company will issue
      share certificates in the names of the Participants in accordance with
      the terms of any employment agreement or any other written agreement
      between the Company and the Participant in the amounts detailed in such
      agreements and the Participant will purchase the shares for the purchase
      price of $0.01 per share.
    

    
      
        

        

      

      
        
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      7.2      Each of the share
      certificates for any shares subject to Milestones will be held in escrow
      by a third party escrow agent until such time as the individual
      Milestones have been met or until the time restriction for achieving the
      individual Milestones has elapsed.  On notification by the Company that
      an individual Milestone has been met, the third party escrow agent will
      deliver the share certificate to the appropriate Participant.
    

    
      7.3      In the event that an
      individual Milestone has not been achieved within the time restriction
      for achieving that Milestone, the Company will purchase the share
      certificate from the Participant for the purchase price of $0.01 per
      share.
    

    
      8.       COMPLIANCE WITH SECURITIES LAWS
    

    
      8.1      Shares will not be issued
      pursuant to the grant of Bonus Stock or the exercise of a Bonus Stock
      Option unless the grant of Bonus Stock and the exercise of such Bonus
      Stock Option and the issuance and delivery of such shares pursuant
      thereto will comply with all relevant provisions of law, including,
      without limitation, the Securities Act of 1933, as amended, the
      Securities Exchange Act of 1934, the rules and regulations promulgated
      there under, and the requirements of any Stock Exchange.
    

    
      8.2      As a condition to the
      grant of Bonus Stock or the exercise of a Bonus Stock Option, the
      Company may require the recipient to represent and warrant at the time
      of any such grant or exercise that the shares received or purchased are
      being received or purchased only for investment and without any present
      intention to sell or distribute such shares if, in the opinion of
      counsel for the Company, such a representation is required by law.
    

    
      8.3      Further, the Company will
      have no liability whatsoever (including, but not restricted to,
      alternate compensation) to the holder of a Bonus Stock Option if a
      change in the exercise price or a change in the terms and provisions of
      a Bonus Stock Option and/or this Bonus Plan hereof is required pursuant
      to any applicable laws.
    

    
      8.4      The Company and any party
      to this Bonus Plan will comply with all relevant provisions of law
      relating to this Bonus Plan and any Bonus Stock or Bonus Stock Option
      granted hereunder.
    

    
      9.       ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
    

    
      9.1      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 will be made in the number and kind of shares
      as to which Bonus Securities may be granted.  A corresponding adjustment
      changing the number of Bonus Stock allocated but not issued, which will
      have been allocated prior to any such change, will likewise be made.  A
      corresponding adjustment changing the number of shares and the exercise
      price per share allocated to unexercised Stock Options or portions
      thereof, which will have been granted prior to any such change, will
      likewise be made.  Any such adjustment, however, in an outstanding Bonus
      Stock Option will be made without change in the total price applicable
      to the unexercised portion of the Bonus Stock Option but with a
      corresponding adjustment in the price for each share covered by the
      Bonus Stock Option.
    

    
      
        

        

      

      
        
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      9.2      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, unless all of the obligations of
      this Bonus Plan have been assumed by a successor entity, holders
      of Bonus Securities shall be treated, for purposes of such dissolution,
      liquidation, reorganization, merger or consolidation as holding fully
      vested and unrestricted shares of Common Stock of the Company and,
      accordingly, be treated the same as other holders of Common Stock.
    

    
      10.      INCOME TAX LAWS
    

    
      10.1     The Company and all
      Participants will comply with all applicable income tax laws and other
      tax laws (e.g. any withholding tax or similar obligations).
    

    
      11.      AMENDMENT AND TERMINATION
    

    
      11.1     The Board may at any time
      suspend, amend or terminate this Bonus Plan as the Board, in its own
      discretion, sees fit.  No Bonus Stock may be issued and no Bonus Stock
      Option may be granted during any suspension of the Bonus Plan or after
      such termination.  The amendment, suspension or termination of the Bonus
      Plan will not, without the consent of Bonus Stock Option holder, alter
      or impair any rights or obligations under any Bonus Stock Option
      theretofore granted under the Bonus Plan.
    

    
      11.2     Unless terminated sooner by the
      Board of Directors, this Bonus Plan will terminate at the close of
      business on October 22, 2017.
    

    
      This Bonus Plan was approved and confirmed at a Meeting of the Board of
      Directors of Braintech, Inc. held October 22, 2007.
    

    
      
        

        

      

      
        
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      APPENDIX II
    

    
      MUTUAL GENERAL RELEASE AGREEMENT
    

    
                This Mutual General Release Agreement (“Release”) is entered
      into as of ________________________ (“Termination Date”) by and between
      Thomas E. McCabe, an individual (“Executive”) and Braintech, Inc. and
      its subsidiaries (collectively, “Braintech”) in connection with the
      Employment Agreement dated as of November 4, 2008 between Executive and
      Braintech (“Agreement”).  (Each of Executive and Braintech may be
      hereinafter referred to as a “Party” and collectively as “the
      Parties.”)  
    

    

    

    
                WHEREAS, Executive’s employment is being terminated without
      Good Cause by Braintech or by Executive for Good Reason under the
      Agreement;
    

    

    

    
                NOW THEREFORE, in consideration of the mutual promises and
      releases contained in this Release and in exchange for the Severance Pay
      and Bonus Securities Accelerations described in the Agreement (for
      purposes of this Release, “Severance Pay” and “Bonus Securities
      Accelerations” shall have the meaning assigned to them in the Agreement)
      and for other good and valuable consideration, the sufficiency of which
      is hereby acknowledged, the Parties agree as follows:
    

    

    

    
      1.       Executive’s employment is terminated without Good Cause
      effective as of the Termination Date.
    

    

    

    
      2.       Within 10 days after the execution of this Release, Braintech
      will pay Executive the Severance Pay and provide Executive with the
      Bonus Securities Accelerations.
    

    

    

    
      3.       Consideration and
      Revocation Periods; Effective Date.  Executive acknowledges that he
      has 21 days in which to consider whether to sign this Release and the
      opportunity to have it reviewed by counsel, but that he is free to sign
      the Release before the expiration of the 21-day period if he so
      chooses.  Executive’s signature on this Release constitutes an express
      waiver of the 21-day period if he signs it before that period
      expires.  Braintech’s offer of the Severance Pay and Bonus Securities
      Accelerations is automatically revoked if Executive has not signed this
      Release and delivered it to Braintech’s CEO or his designee within this
      21-day period.  If Executive timely signs and delivers this Release, he
      will have seven days following the date on which he signed and delivered
      this Release to revoke it.  This Release shall not be effective or
      enforceable, nor will any payment of the Severance Pay and Bonus
      Securities Accelerations be paid or made available to Executive, until
      the seven-day revocation period has expired.  Executive agrees that in
      order for this revocation to be effective, the revocation must be
      delivered, in writing, to Braintech’s CEO or his designee before the
      seven-day revocation period has expired.  If no such revocation occurs,
      this Release shall become effective on the eighth day after Executive
      signs and delivers this Release to Braintech’s CEO or his designee (“the
      Effective Date”).    
    

    

    

    
      4.       Severance Pay and Bonus
      Securities Accelerations.  In consideration for Executive’s promises
      and undertakings set forth in this Release, Braintech agrees to give
      Executive the Severance Pay and Bonus Securities Accelerations.  The
      Parties intend and agree that the payments and benefits described in
      this Paragraph qualify for exemption from, or comply with the
      requirements of, Section 409A of the Internal Revenue Code of 1986, as
      amended, and that, except for appropriate tax withholdings and reporting
      and other obligations of Braintech, Executive shall be solely
      responsible for the tax consequences to Executive of such payments and
      benefits.  Executive represents and warrants that he has consulted any
      tax consultants he deems advisable in connection with the payments and
      benefits described in this Paragraph and that he is not relying on
      Braintech or its employees, officers, directors, attorneys or
      accountants for any tax advice.
    

    
      
        

        

      

      
        
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      5.       General Release of Claims.  
    

    

    

    
      a)       Executive, on behalf of himself, and his heirs,
      representatives, and assigns, hereby waives and fully releases, to the
      fullest extent permitted by applicable law, Braintech and its current
      and former owners, partners, directors, officers, shareholders,
      employees, agents, employee benefit plans, benefit plan administrators
      and fiduciaries, insurers, attorneys, affiliates, subsidiaries, parents,
      successors, predecessors and assigns, and any other persons or entities
      acting by, through, under, or in concert with any of such aforementioned
      persons or entities (collectively “Releasees”) from any and all
      complaints, claims, demands, suits and actions, whether in law or in
      equity, that Executive may have or could assert against them, based upon
      events occurring before Executive’s execution of this Release, whether
      these events are now known or unknown, at common law or under any
      statute or regulation, whether federal, state or local, on any ground
      whatsoever, known or unknown, asserted or unasserted, arising out of or
      in any way relating to Executive’s employment with Braintech and the
      separation thereof, including, but not limited to, claims for breach of
      contract, the covenant of good faith and fair dealing, wrongful
      termination/constructive discharge, defamation, intentional or negligent
      infliction of emotional distress, fraud, negligence, invasion of
      privacy, and all other torts, and claims arising under any statute,
      including, but not limited to, Title VII of the Civil Rights Act of
      1964, the Civil Rights Act of 1991, the Labor Management Relations Act,
      the National Labor Relations Act, the Employee Retirement and Income
      Security Act, the Americans With Disabilities Act, the Age
      Discrimination in Employment Act of 1967, the Federal Rehabilitation Act
      of 1973, 42 U.S.C. section 1981, the Virginia Human Rights Act, and any
      and all other laws and regulations related to employment, termination,
      employment discrimination or retaliation, wages, hours, compensation,
      benefits, and any and all claims for attorneys’ fees and
      costs.  Notwithstanding the foregoing, this release does not cover any
      claims that cannot be waived by law, any claims for vested benefits
      under Braintech’s benefit plans, or any rights to enforce or challenge
      the validity of this Release.  Nor does this release preclude Executive
      from filing a charge with the Equal Employment Opportunity Commission or
      any other governmental administrative agency; Executive, however, is
      waiving his right to any monetary recovery should the Equal Employment
      Opportunity Commission or any other governmental administrative agency
      pursue any claims on his behalf.  
    

    

    

    
      b)       Braintech, on behalf of itself, and its current and former
      owners, partners, directors, officers, shareholders, employees, agents,
      employee benefit plans, benefit plan administrators and fiduciaries,
      insurers, attorneys, affiliates, subsidiaries, parents, successors,
      predecessors and assigns, and any other persons or entities acting by,
      through, under, or in concert with any of such aforementioned persons or
      entities (collectively “Releasors”) hereby waives and fully releases, to
      the fullest extent permitted by applicable law, Executive and his heirs,
      representatives, and assigns, from any and all complaints, claims,
      demands, suits and actions, whether in law or in equity, that Releasors
      may have or could assert against them, based upon events occurring
      before Executive’s execution of this Release, whether these events are
      now known or unknown, at common law or under any statute or regulation,
      whether federal, state or local, on any ground whatsoever, known or
      unknown, asserted or unasserted, arising out of or in any way relating
      to Executive’s employment with Braintech and any and all claims for
      attorneys’ fees and costs. 
    

    
      
        

        

      

      
        
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      6.       Acknowledgements and
      Representations.  
    

    

    

    
      a)       Executive acknowledges, agrees and represents that: (i)
      Braintech is not required to pay the Severance Pay and provide the Bonus
      Securities Accelerations unless Executive signs this Release; (ii)
      Executive has received all other compensation, wages, bonuses, leave and
      other benefits to which he is entitled, except for (A) previously
      submitted but unreimbursed expenses which are detailed on an attachment
      hereto and (B) expenses for which Executive is entitled to reimbursement
      under the Agreement for periods up to the Termination Date but which
      have not yet been submitted to Braintech; (iii) he has not suffered any
      on-the-job injury for which he has not already filed a workers’
      compensation claim; (iv) nothing contained in this Release shall
      constitute or be treated as an admission of liability or wrongdoing by
      Braintech or its officers, directors, employees or agents; (v) he is
      unaware of any right or claim that he may have against Braintech or its
      directors, officers, employees or agents that has not been released in
      this Release; and (vi) he has the sole right and authority to execute
      this Release, and has not sold, assigned or transferred any rights or
      claims surrendered by virtue of this Release.
    

    

    

    
      b)       Braintech acknowledges, agrees and represents that: (i) nothing
      contained in this Release shall constitute or be treated as an admission
      of liability or wrongdoing by Executive; (ii) it is unaware of any right
      or claim that it may have against Executive; and (iii) it has the sole
      right and authority to execute this Release, and has not sold, assigned
      or transferred any rights or claims surrendered by virtue of this
      Release.
    

    

    

    
      7.       Severability.  Should
      any of the provisions of this Release be determined to be invalid or
      unenforceable by a court, governmental agency, or arbitrator of
      competent jurisdiction, such determination shall not affect the
      enforceability of the other provisions.  
    

    

    

    
      8.       Governing Law:   This
      Release shall be governed by and construed in accordance with the
      domestic laws of the State of Delaware without giving effect to any
      choice of law or conflict of law provision or rule (whether of Delaware,
      Province of British Columbia or any other jurisdiction) that would cause
      the application of the laws of any jurisdiction other than the State of
      Delaware.
    

    
      
        

        

      

      
        
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      9.       Interpretation,
      Completeness, Modification.  This Release shall be interpreted in
      accordance with the plain meaning of its terms and not strictly for or
      against either of the Parties hereto.  This Release supersedes any and
      all other agreements or understandings, whether oral, implied, or in
      writing, between the Parties with respect to the subject matters hereof
      and contains all of the covenants and agreements between them with
      respect to such matters in their entirety.  No representations,
      inducements, promises or agreements have been made by the Parties that
      are not embodied herein, and no other agreement, statement or promise
      not contained in this Release shall be valid or binding.  Any
      modification to this Release will be effective only if it is in writing
      and signed by the Parties hereto.  
    

    

    

    
      10.      Additional Warranties.  Each
      Party expressly warrants that: (a) it has carefully read and fully
      understands all the provisions of this Release; (b) it understands that
      through this Release it is releasing the other Party from any and all
      claims it may have against it; (c) it is signing this Release knowingly
      and voluntarily, free from any duress or coercion; and (d) it has been
      (and hereby is) advised to consult with an attorney of its own choosing
      in deciding whether to sign this Release.
    

    

    

    
      IN WITNESS WHEREOF, the Parties have executed this Release as of the
      Termination Date.
    

    

    

    
    	
          
            THOMAS E. MCCABE
          

          
             
          

          
             
          

          
             
          

          
             
          

          
             
          

          
            Signature:__________________________________
          

        	
          
            BRAINTECH, Inc.
          

          
             
          

          
            By: Frederick Weidinger
          

          
             
          

          
            Its: President & CEO
          

          
             
          

          
            Signature:__________________________________
          

        


    

    
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