BLUETOOTH SPECIFICATION EARLY ADOPTERS AGREEMENT

This Bluetooth Specification Early Adopters Agreement
("Agreement") is entered into by and between the Promoters (as
defined below) and the contributing party set forth below
("Early Adopter").

BRAINTECH, INC.
Early Adopter's Name

NORTH VANCOUVER	       BRITISH COLUMIBA	       V7P 3N4
City                   State                   Zip

OWEN JONES             604-988-6440            604-980-7121
Contact Name           Telephone               Fax

The parties hereto hereby agree as follows.

BACKGROUND

Whereas, the Promoters have not yet completed drafting or
adopted all of the Bluetooth Specifications;

Whereas, Early Adopter wishes to review and comment upon
preliminary drafts of specification (collectively "Draft
Bluetooth Specification") that are circulated by the Promoters
for the purpose of formulating the Bluetooth Specification(s)
based around Working Group Directives outlined in this contract,
and the Promoters are willing to include the Early Adopter in
those portions of their deliberative process in which Early
Adopter has specific expertise; and

Whereas, the Promoters and Early Adopter desire to have the
following conditions apply to this Early Adopters Agreement;

Now, therefore, in consideration of the mutual promises and
conditions contained herein, the Promoters and Early Adopter
agree as follows:

1.	DEFINITIONS

"Affiliate" means any entity that is directly or indirectly
controlled by, under common control with or that controls the
subject party.  For purposes of this definition control means
direct or indirect ownership of or the right to exercise (a)
greater than fifty person (50%) of the outstanding shares or
securities entitled to vote for the election of directors or
similar managing authority of the subject entity; or (b) greater
than fifty percent (50%) of the ownership interest representing
the right to make the decisions for the subject entity.

1.1 "Application Programming Interface" means a particular
implementation of a software interface between two software
components.

1.2 "Associate" means any entity that has executed a copy of
this Agreement and the Bluetooth Specification Associates
Amendment and delivered it to the Secretary.

1.3 "Bluetooth SIG Members" means collectively all members of
the Bluetooth special interest group:  Promoters, Associates and
Early Adopters.

1.4 "Bluetooth Specification" means any adopted Draft
Bluetooth Specification including specifications developed for
the Working Group Directives and any Errata Corrections to these
specifications or the Foundation Specification.

1.5 "Bluetooth Trademarks" means the Bluetooth wordmark and
those trademarks set out in Bluetooth Trademark Agreement.

1.6 "Bluetooth Trademark Agreement" means an agreement between
Ericsson and Bluetooth SIG Member setting forth the terms and
conditions for Bluetooth SIG Members' right to use the Bluetooth
Trademarks in connection with Compliant Portions and products
complying with Foundation Specification.

1.7 "Bluetooth Bylaws" means the document setting forth the
rules, procedures and governance of the Bluetooth SIG members.

1.8 "Bluetooth Qualification Review Board" or "BQRB" means
the board to be created by the Promoters for purposes of
development, administration and execution of the Bluetooth
Qualification Process.

1.9 "Bluetooth Qualification Process" means the process
created by Promoters for qualifying products.

1.10 "Compliant Portion" means only those specific portions of
products (hardware, software or combinations thereof) that:  (i)
implement and are compliant with the actual Bluetooth
Specification, and/or Foundation Specification, whichever the
case may be (ii) are qualified pursuant to the Bluetooth
Qualification Process, (iii) are within the bounds of the Scope
and (iv) meet the requirements set for the in the Compliance
Requirements.

1.11 "Compliance Requirements" means the document that
specifies the requirements that must be met and the process that
must be executed by products for purposes of demonstrating that
such products comply with a Bluetooth Specification and/or
Foundation Specification.  The Promoters may change or add to
this document.

1.12 "Contribution" shall mean any written or electronic
document submitted to a Working Group for incorporation into a
Bluetooth Specification by a Bluetooth SIG Member or agreed upon
in writing or electronically by a Bluetooth SIG Member that such
is a contribution of that Bluetooth SIG Member.

1.13 "Draft Bluetooth Specification" means all versions of the
document developed by a specific Working Group based within the
scope of the given Working Group Directive and all formal
comments thereto provided by any Bluetooth SIG Member within said
Working Group that are to be considered for inclusion in the
Bluetooth Specification by the Promoters and published by the
Promoters on the SIG Public Website.

1.14 "Early Adopter" means any entity that is not a Promoter
and that has executed a copy of this Agreement and delivered it
to the Secretary.

1.15 "Errata Correction" means any error correction to any
Bluetooth Specification or Foundation Specification created for
the sole purpose of error corrections in existing and published
features (no additional features) or removal of such features,
that are required because of an unclarity or error in existing
feature operation.

1.16 "Foundation Specification" means the specification
entitled "Bluetooth Version 1.0 Specification Foundation Core"
or "Bluetooth Version 1.0 Specification Foundation Profiles"
adopted and published on July 26th, 1999 and the Errata
Corrections thereto in 1.0 B Specification adopted December 1,
1999.

1.17 "Necessary Claims" means claims of a patent or patent
application that (a) are owned or controlled by a party or its
Affiliates (Licensor) now or at any future time during the term
of this Agreement; and (b) are necessarily infringed by
implementing those portions of a Bluetooth Specification and/or
Foundation Specification within the bounds of the Scope, wherein
a claim is necessarily infringed only when it is not possible to
avoid infringing it because there is no technically reasonable
non-infringing alternative for implementing such portions of the
Bluetooth Specification and/or Foundation Specification within
the bounds of the Scope.  Notwithstanding the foregoing sentence,
Necessary Claims do not include any claims (x) other than those
set forth above even if contained in the same patent as Necessary
Claims; (y) that read solely on any implementations of any
portion of the Bluetooth Specification or Foundation
Specification that are not within the bounds of the Scope; or (z)
that, if licensed, would require a payment of royalties by the
Licensor to unaffiliated third parties.

1.18 "Notice" or "Notify" means the act of notifying in
accordance with Section 8.7.

1.19 "Posted" means the process of communicating or
distributing written material or specifications to the Bluetooth
SIG Members.  The primary means of Posting is by making the
document/information available to Bluetooth SIG Members via the
SIG public Website.

1.20 "Scope" means the protocols and data formats needed for
Bluetooth interoperability, and the electrical signaling
characteristics solely to the extent disclosed with particularity
in a Bluetooth Specification and/or the Foundation Specification
where the sole purpose of such disclosure is to enable products
to interoperate, interconnect or communicate as defined within
such Bluetooth Specification and/or Foundation Specification.
For clarification, the Scope shall not include (a) any enabling
technologies that may be necessary to make or use any product or
portion thereof that complies with the Bluetooth Specification
and/or Foundation Specification, but are not themselves expressly
set forth in the Bluetooth Specification and/or Foundation
Specification (e.g., semiconductor manufacturing technology,
compiler technology, object oriented technology, basic operating
system technology, etc.); or (b) the implementation of other
published specifications developed elsewhere but referred to in
the body of the Bluetooth Specification and/or Foundation
Specification; or (c) any portions of any product and any
combinations thereof the purpose or function of which is not
required for compliance with the Bluetooth Specification and/or
Foundation  Specification; or (d) Application Programming
Interfaces, applications, or user interfaces; including the
technology used to generate, display or interact with a user.

1.21 "Secretary" means a Promoter that is appointed to
undertake certain duties.

1.22 "SIG Public Website" means a website created by the
Promoters which is made generally accessible to the public, with
portions password protected for access only by Bluetooth SIG
Members.

1.23 "Promoters" means each company that has executed a
Bluetooth 2.0 Specification Promoters Agreement and its
Affiliates.

1.24 "Working Group" means the body of individuals given task
of creating a Draft WG Specification that meets the criteria of
the working Group Directive assigned that particular working
group.  Working groups are formed by the Promoters based on
Working Group Directive selected from the list of Working Group
Directives (Attachment A).

1.25 "Working Group Directive" means a range of intended uses
for Compliant Portions, where a Bluetooth Specification is to be
prepared so as to deliver a minimum platform necessary to deliver
such a range of intended uses but not so as to specify
implementations in accordance with those intended uses, as
defined in document attached hereto as Attachment A.

2. COMPLIANCE WITH ANTITRUST LAWS

Early Adopter and the Promoters are committed to fostering
open competition in the development of products and services
based on the Bluetooth Specification(s) and the Foundation
Specification.  Early Adopter and the Promoters understand that
in certain lines of business they are or may be direct
competitors and that it is imperative that they and their
representatives act in a manner which does not violate any state,
federal or international antitrust laws and regulations.  Without
limiting the generality of the foregoing, Early Adopter and the
Promoters acknowledge that this Agreement prohibits any
communications which violate the antitrust laws.  Accordingly,
Early Adopter and each Promoter will counsel its representatives
who participate in any activities under this Agreement on the
importance of limiting the scope of their discussions and
communications to the topics that relate to the purposes of this
Agreement, whether or not such discussions and communications
take place during formal meetings, informal gatherings, or
otherwise.

3. SPECIFICATION DEVELOPMENT

Development.  The Promoters and the Early Adopter agree that they
shall reasonably cooperate to promote personal connectivity
solutions based on the Bluetooth technology areas described by
the Working Group Directives, and to within the scope of such
Working Group Directives, develop Bluetooth Specifications for
the purpose of establishing specifications that can be widely
adopted in order to enhance the demand for products that comply
with the Bluetooth Specification(s).  Each Promoter and Early
Adopter shall be free to use any efforts or no efforts in the
course of working to develop materials related to Draft Bluetooth
Specification(s) and Bluetooth Specification(s). Each Early
Adopter shall during the development work have access to Draft
Bluetooth Specifications.  The Early Adopter shall further have
the right to make copies of such Specifications for internal use.

4. SUBMISSIONS TO PROMOTERS AND LICENSE GRANT

Early Adopter understands that all submissions it makes to
the Promoters with regard to Draft Bluetooth Specifications shall
be governed by the following:

4.1 Non-Confidentiality of Early Adopter Submissions.  Early
Adopter agrees that any Contributions shall be deemed to be made
on a non-confidential basis and that the Promoters shall be free
to disclose these submissions for purposes of developing and
adopting any Bluetooth specification(s) and in connection with
such activities and disclose such submissions to each other and
any third parties.

4.2 Copyrights in Final Specification.  Upon adoption of a
Bluetooth Specification, Early Adopter agrees and does hereby
grant joint ownership to each Promoter in any copyright that the
Early Adopter may have in the Bluetooth Specification(s)
including Contributions of Early Adopter.  Each Promoter may
exercise any and all rights of copyright ownership and sublicense
such rights in the Bluetooth Specification(s) as if such rights
were solely owned by such Promoter without permission of the
Early Adopter and without any duty to account.

4.3 Copyright License.  Subject to Section 4.1 and Section 5,
each Early Adopter hereby grants to each of the other Promoters
and Associates, who participate in a Working Group, a worldwide,
royalty-free, license under its copyrights in its Contributions
to reproduce, distribute, display, perform, and create derivative
works for the purposes of developing any Draft Bluetooth
Specification or derivative works thereof.

4.4 All Contributions by a contributing Early Adopter that have
been submitted for inclusion in any Bluetooth Specification or
Draft Bluetooth Specification shall be licensed by the
contributing Early Adopter to all Licensees (as defined in
Section 4.5 b), License) under the grant specified in Section 4.5
b) for all Bluetooth Specifications in which the Contributions
become included, even if the Early Adopter has withdrawn.

4.5 License grant

(a) To Early Adopter.  Effective upon the later of adoption by
the Promoters of each Bluetooth Specification and receipt by the
Secretary of a fully executed original of this Agreement, the
Promoters and their Affiliates hereby grant to Early Adopter and
its Affiliates, (collectively "Licensee") a nonexclusive,
royalty-free, perpetual, irrevocable, nontransferable,
nonsublicenseable, worldwide license under their Necessary Claims
with respect to such Bluetooth Specification and/or Foundation
Specification solely to make, have made, use, import offer to
sell, sell and otherwise distribute and dispose of Compliant
Portions; provided that such license need not extend to any part
or function of a product in which a Compliant Portion is
incorporated that is not itself part of the Compliant Portion.

In addition, effective as of adoption of a Bluetooth
Specification and/or Foundation Specification, each Promoter
hereby grants to Early Adopter a world-wide, royalty-free license
under its copyrights in such Bluetooth Specification and/or
Foundation Specification to reproduce, distribute, display and
create derivative works for such Bluetooth Specification and/or
Foundation Specification solely for purposes of performing rights
and obligations under this Agreement.  In exercise of these
rights, Early Adopter may not modify the Bluetooth
Specification(s) and/or Foundation Specification, unless
necessary for purposes for implementing the Bluetooth
Specification and/or Foundation Specification hereunder.

(b) By Early Adopter.  Effective upon adoption by the Promoters
of each Bluetooth Specification and/or Foundation Specification,
Early Adopter and its Affiliates hereby grant to each of the
Promoters and all Early Adopters and Associates and their
respective Affiliates (also collectively "Licensee"), a
nonexclusive, royalty-free, perpetual, irrevocable,
nontransferable, nonsublicenseable, worldwide license under its
Necessary Claims solely to make, have made, use, import offer to
sell, sell and otherwise distribute and dispose of Compliant
Portions; provided that such license does not extend to any part
or function of a product in which a Compliant Portion is
incorporated that is not itself part of the Compliant Portion.

In the event that a Bluetooth SIG Member, other than a Bluetooth
SIG Member who has "Necessary Claims", files suit against
another Bluetooth SIG Member for patent infringement arising from
that Bluetooth SIG Member's manufacture, use or sale of products
and systems that are compatible with the Bluetooth
Specification(s) and/or Foundation Specification, and such suit
is not defensive based on a patent infringement claim or suit by
such Bluetooth SIG Member, then such Bluetooth SIG member shall
have the unilateral right to change the license grant set out in
4.5 (a) or (b) above under Necessary Claims, if any, from a
royalty-free license to a reasonable royalty bearing license and
be able to collect such royalty retroactively commencing on the
date the Bluetooth SIG Member filing such suit is alleging such
Bluetooth SIG Member commenced the infringement which is the
basis of the suit.

For the purpose of this Section 4.5, a product or system is
"compatible" with the Bluetooth Specification(s) and/or
Foundation Specification if it actually implements or
incorporates or directly interfaces or is designed to interface
with a Compliant Portion.

5. CONFIDENTIALITY

5.1 Draft Specification.  Until the Promoters adopt each
Bluetooth Specification(s) and make it generally publicly
available, Early Adopter will maintain all versions and revisions
of the Draft Bluetooth Specifications and any other information
designated as confidential ("Confidential Material") in
confidence with at least the same degree of care that it uses to
protect is own confidential and proprietary information, but no
less than a reasonable degree of care under the circumstances and
will not use, disclose or copy the Confidential Material except
as necessary for its employees or contractors with a need to know
to evaluate and comment thereon.  Early Adopter shall mark any
copies it makes "confidential," "proprietary" or with a
similar legend and shall reproduce all copyright notices and
disclaimers therein.  Unless the parties agree otherwise, this
obligation of confidentiality will expire two (2) years from the
date of disclosure to Early Adopter.

Notwithstanding the foregoing, Confidential Material shall not
include any information that is (a) in the public domain other
than by breach of a duty to the disclosing party; (b) received
from a third party without any obligation of confidentiality; (c)
rightfully known to the receiving party without any limitation on
use or disclosure prior to its receipt from the disclosing party;
(d) independently developed by employees of the receiving party;
or (e) generally made available to third parties by the
disclosing party without restriction on disclosure.

5.2 Press Release.  Early Adopter agrees that any of the SIG
Members may make a press or other public announcement regarding
its activities as a SIG Member and may include the identity of
Early Adopter in such announcement.

6. TRADEMARKS

6.1	Early Adopter hereby agrees not to assert against any
Promoter, Associate or Early Adopter any trademark, trade name,
or similar rights it may have now or hereafter in the names
"Bluetooth" or, "Bluetooth 2.0" (collectively "Trademarks").

6.2 Obligation to use Trademarks.  No Promoter or Early Adopter
shall be obligated to use any of the Bluetooth Trademarks on any
product, advertising, or on any other material in any manner.  No
Promoter or Early Adopter shall be obligated to refer to Ericsson
or Ericsson's ownership in connection with use of the Bluetooth
Trademark.  Ericsson agrees not to publicize its ownership of the
Bluetooth Trademarks in a prominent fashion.

6.3 Use of the Trademarks.  Each Promoter and Early Adopter
hereby agrees that, to the extent it uses the Bluetooth
Trademarks in association with products that comply with the
Bluetooth Specification and/or Foundation Specification as
specified by the Bluetooth Qualification Review Board, it shall
only use the Bluetooth Trademarks to label and promote products
which include Compliant Portions.  No Promoter or Early Adopter
shall use or adopt any trademarks for any product, service or
specification likely to cause confusion with any Bluetooth
Trademarks or trademarks otherwise adopted by the Promoters in
connection with the Bluetooth Specification and/or Foundation
Specification, unless agreed in writing by all Promoters.

6.4 Upon signing of this Agreement, all rights for the use of
the Bluetooth Trademarks, as granted by Ericsson under Bluetooth
1.0 agreements, cease.  In stead, Ericsson will grant to Early
Adopter rights and licenses to use Bluetooth Trademarks in
accordance with a Bluetooth Trademark Agreement attached hereto.

6.5 The Early Adopter recognize the substantial goodwill in the
Bluetooth Trademarks and shall comply with Ericsson's reasonable
instructions regarding the use, appearance and placement of the
Bluetooth Trademarks that Ericsson may provide from time to time.

6.6 EARLY ADOPTER ACKNOWLEDGES THAT THE BLUETOOTH TRADEMARK WILL
BE PROVIDED "AS IS" WITH NO WARRANTIES WHATSOEVER, WHETHER
EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO ANY
WARRANTY OF NONINFRINGEMENT.

7. WITHDRAWAL

7.1 Conditions and Procedure for Withdrawal.  An Early Adopter
may withdraw from this Agreement at any time.  The timing of such
withdrawal will determine the effect on such Early Adopter's
licensing obligations as specified in Section 7.2 below.  An
Early Adopter who wishes to withdraw should provide timely
written notice to the Secretary of this decision.  An Early
Adopter that withdraws from this Agreement cannot enter into
subsequent Early Adopters Agreement unless unanimously agreed
among the Promoters.

7.2 Effect of Withdrawal.

Withdrawals which Terminate Patent Licensing Obligation.  If an
Early Adopter withdraws from this Agreement no later than three
(3) weeks following its receipt of notice of adoption of such
Bluetooth Specification:

(1) this Agreement shall continue in full force and effect for
all remaining Promoters and Early Adopters;

(2) with respect to such withdrawing Early Adopter, the entirety
of 1 (Definitions), 4.2 (Copyrights in Bluetooth Specification
and Foundation Specification), 6 (Trademarks), 5
(Confidentiality), 7 (Withdrawal), and 8 (General) shall continue
in full force and effect; and

(3) with respect to Contributions from the withdrawing Early
Adopter which are included in any Bluetooth Specification which
is adopted after the effective date of withdrawal, such
withdrawing Early Adopter shall be entitled to receive a license
from all Licensees (as defined in Section 4.5 b), regarding all
such Bluetooth Specifications (i.e. all those which include the
withdrawing Early Adopter's Contributions) under the terms of
Section 4.2, but only if and when such withdrawing Early Adopter
agrees to and grants a license under the terms of Section 4.5 b
to all Licensees with respect to all such Bluetooth
Specifications.

(4) Except with respect to any Bluetooth Specification in
connection with which the Early Adopter is withdrawing under
Section 7.2 (Effects of Withdrawal), Section 4.5 in this
Agreement shall continue in full force with respect to all
Bluetooth Specifications and Foundation Specification adopted
prior to the date of the Early Adopter's withdrawal ("Committed
Specifications").

(5) This Section 7 (Withdrawal) is not intended to authorise,
permit or allow the survival (or coincident licensing) of any
unmodified portion of a Committed Specification to be contained
in any Bluetooth Specification approved after a Member's
termination unless (i) the unmodified portion of the Committed
Specification is contained in a subsequent Bluetooth
Specification that only extends or corrects the Committed
Specification, or (ii) only if the terminating Early Adopter is
granted and accepts a reciprocal license commensurate with and of
the same scope as set forth in Section 4.5 (License grant) with
respect to such subsequent Bluetooth Specification incorporating
the unmodified portion of the Committed Specification.

(6) all other rights, licenses, obligations, terms and conditions
of this Agreement shall terminate with respect to such
withdrawing Early Adopter, including without limitation those set
forth in Section 4.5 (License Grant), except as set out in
Section 7.2 (3), (4) and (5) above which rights shall survive.

8. GENERAL

8.1 Effective Date.  This Agreement shall become effective when
the Secretary receives an original, fully executed copy hereof.

8.2 No Other Licenses.  Except for the rights expressly provided
by this Agreement, no Promoter or Early Adopter grants or
receives, by implication, or estoppel, or otherwise, any rights
under any patents or other intellectual property rights.

8.3 No Warranty.  All parties acknowledge that all information
provided as part of the Bluetooth Specification(s) and/or
Foundation Specification development process and the Draft
Bluetooth Specification(s) and/or Bluetooth Specification(s) or
Foundation Specification itself are all provided "AS IS" WITH NO
WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE, AND THE PARTIES EXPRESSLY DISCLAIM ANY WARRANTY OF
MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR ANY PARTICULAR
PURPOSE, OR ANY WARRANTY OTHERWISE ARISING OUT OF ANY PROPOSAL,
SPECIFICATION, OR SAMPLE.

8.4 Limitation of Liability.  IN NO EVENT WILL ANY PARTY HERETO
OR ANY OTHER EARLY ADOPTER BE LIABLE TO ANY OTHER PARTY OR EARLY
ADOPTER FOR THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES,
LOST PROFITS, LOSS OF USE, LOSS OF DATA OR ANY INCIDENTAL,
CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES OF ANY PARTY INCLUDING
THIRD PARITES, WHETHER UNDER CONTRACT, TORT, WARRANTY OR
OTHERWISE, ARISING IN ANY WAY OUT OF THIS OR ANY OTHER RELATED
AGREEMENT, WHETHER OR NOT SUCH PARTY HAD ADVANCE NOTICE OF THE
POSSIBILITY OF SUCH DAMAGES.

8.5 Governing Law.  This Agreement shall be construed and
controlled by the laws of the State of New York without reference
to conflict of laws principles.

8.6 Jurisdiction.  The parties agree that all disputes arising
in any way out of this Agreement shall be heard exclusively in,
and all parties irrevocably consent to jurisdiction and venue in,
the state and Federal courts of New York.

8.7 Notices.  All notices hereunder shall be electronic or
written and sent to the parties at such addresses as the Parties
may later specify by such written notice.  For purposes of this
Section 8.7, notice can include notice by written mail,
electronic mail or by facsimile.

Such notices shall be deemed served when received and
acknowledged by addressee or, if delivery is not accomplished by
reason of some fault of the addressee, when tendered for
delivery.  Any party may give written notice of a change of
address and, after notice of such change has been received, any
notice or request shall thereafter be given to such party at such
changed address.

8.8 Good Faith Dealing.  Early Adopter hereby represents and
warrants that is has power to cause all patents owned or
controlled by it and all of its Affiliates to be licensed as set
forth in this Agreement.

8.9 Not Partners.  The parties hereto are independent companies
and are not partners or joint venturers with each other.

8.10 Complete Agreement; No Waiver.  Except for Bluetooth Multi-
party NDA and license to contributions, this Agreement sets forth
the entire understanding of the parties and supersedes all prior
agreements and understandings relating hereto.  No modifications
or additions to or deletions from this Agreement shall be binding
unless accepted in writing by an authorized representative of all
parties, and the waiver of any breach or default will not
constitute a waiver of any other right hereunder or any
subsequent breach or default.

8.11 No Rule of Strict Construction.  Regardless of which party
may have drafted this Agreement, no rule of strict construction
shall be applied against any party.  If any provision of this
Agreement is determined by a court to be unenforceable, the
parties shall deem the provision to be modified to the extent
necessary to allow it to be enforced to the extent permitted by
law, or if it cannot be modified, the provision will be severed
and deleted from this Agreement, and the remainder of the
Agreement will continue in effect.

8.12 Compliance with Laws and Bylaws.  Anything contained in this
Agreement to the contrary notwithstanding, the obligations of the
parties hereto shall be subject to all laws, present and future,
of any government having jurisdiction over the parties hereto,
and to orders, regulations, directions or requests of any such
government.  The parties further agree to comply with Bluetooth
Bylaws when ever applicable.

8.13 Counterparts.  This Agreement maybe executed in one or more
counterparts, each of which shall be deemed an original, but
collectively shall constitute one and the same instrument.

8.14 Effect of Divestiture, Merger or Acquisition.  In the event
that an Affiliate ceases to be an Affiliate, such as by
divestiture, then such former Affiliate shall be entitled to sign
up as an Associate or Early Adopter.  If such former Affiliate
signs up within 90 days from the date the Affiliate status
ceases, then all licenses shall continue uninterrupted.  If such
former Affiliate does not so sign-up, then Section 7.2 shall
apply with the former Affiliate to be considered the same as a
withdrawing Early Adopter.

In the event, a Early Adopter is acquired or merged into another,
non-affiliated company ("New Company"), then New Company shall
be entitled to continue as an Early Adopter provided New Company
assumes all the rights and obligations of Early Adopter under
this Early Adopter's Agreement and any related agreements that
the Early Adopter had executed with respect to the Bluetooth SIG.

8.15 Parties.  The promoter executing this agreement have the
authority and by signing this agreement do hereby bind all the
Promoters to this agreement and each Promoter shall be considered
a party to this Agreement.


Promoter:
Company:       IBM                           Address:  3039 Cornwallis Road
                                             MailStop: B205/P204,Research
Signature:     "Peter Lee"                             Triangle Park,
                                                       NC 27709, USA
Name:          Peter Lee                     Telephone: (919) 543-9888

Title:         Senior Engineer/Program       Fax:  (919) 543-8864
               Manager

Date:          12/15/00                      e-mail:  leep@us.ibm.com



Early Adopter:
Company:       BRAINTECH, INC.               Address:#102-930 West 1st Street
Signature:     "Owen Jones"                          North Vancouver, BC,
                                                     V7P 3N4 Canada

Name:          Owen Jones                    Telephone: (604) 988-6440

Title:         CEO                           Fax: (604) 980-7121

Date:          11/20/00                      e-mail:  ojones@braintech.com