2000 STOCK OPTION PLAN

BRAINTECH, INC.

FEBRUARY 11, 2000

AS AMENDED NOVEMBER 1, 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 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 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.
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 Securities Exchange Act of
1934, 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.

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  Subject to section 10.02 and earlier
termination purusant to Article VI, if the optionee resigns or
ceases to be employed by the optionor for any reason other than
death, such optionee's option shall expire and become null and
void thirty (30) days after the optionee ceases to be a director,
officer, employee or consultant of the Company (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,
the option shall be exercisable only to the extent the optionee
could have exercised the option at the date the optionee ceased
to be a director, officer, employee or consultant of the
optionor.

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 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.


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.:


						 "signed"
						Owen Jones, Director


						  "signed"
						Grant Sutherland, Director


						  "signed"
						James Speros, Director


						  "signed"
						Edward White, Director