ASSIGNMENT OF LEASE


THIS AGREEMENT is dated the 19th day of January, 2001

A M O N G:


                 TECHWEST MANAGEMENT INC.
                    (the "Assignor")

                                               OF THE FIRST PART,
                         - and -



                    SIDEWARE SYSTEMS INC.
                     (the "Assignee")

                                               OF THE SECOND PART,
                         - and -




                        BRAINTECH, INC.
                      (the "Indemnifier")

                                               OF THE THIRD PART,
                          - and -



               PACIFIC CENTRE LEASEHOLDS LIMITED
                       (the "Landlord")

                                              OF THE FOURTH PART.

RECITALS:

A.   By a lease dated the 25th day of June, 1999 (the "Lease"),
the Landlord leased to the Assignor, as Tenant, for and during a
term, (the "Term"), of three (3) years  commencing on the 1st day
of July, 1999 (the "Commencement Date"), and expiring on the 30th
day of June, 2002 certain premises,  located on the 16th floor
comprising a Rentable Area of approximately three thousand nine
hundred and nine (3,909) square feet for the entire Term and an
additional Rentable Area of approximately four thousand four
hundred and sixteen (4,416) square feet commencing the 1st day of
December, 2000 and for the balance of the Term (collectively
hereinafter referred to as the "Premises") as shown outlined in
red on the plans attached to the Lease as Schedule "B" and
"B1", located at 777 Dunsmuir Street (the "Building"), in the
City of Vancouver, in the Province of British Columbia;

B.   The Lease contains a covenant on the part of the Tenant not
to assign the Lease or sublet the Premises without the Landlord's
consent;

C.   The Assignor has agreed to assign the Lease to the Assignee
subject to obtaining the Landlord's consent to such assignment
and the Assignor has applied to the Landlord for the Landlord's
consent to assign the Lease to the Assignee, subject to and upon
the terms and conditions herein set out;

D.   The Landlord has agreed to release and discharge Braintech,
Inc. as indemnifier subject to and upon the terms and conditions
hereinafter set out; and,

E.   The Landlord has agreed to grant its consent to the within
assignment as of the 1st day of January, 2001, (the "Effective
Date"), subject to the terms and conditions herein set out.

1.   CONSIDERATION - The consideration for this Agreement is the
     mutual covenants and agreements between the Parties to this
     Agreement and the sum of Two Dollars ($2.00) that has been
     paid by each of the Parties to each of the others, the
     receipt and sufficiency of which is acknowledged.

2.   RECITALS - The Parties hereto hereby acknowledge, confirm
     and agree that the foregoing recitals are true in substance
     and fact.

3.   ASSIGNMENT - The Assignor hereby transfers, sets over and
     assigns unto the Assignee as of and from the Effective Date,
     the Premises, and all privileges and appurtenances thereto
     belonging, together with the unexpired residue of the Term,
     and the Lease and all benefits and advantages to be derived
     therefrom.

     TO HAVE AND TO HOLD the same unto the Assignee, subject
     to the payments of the Rent as may hereafter become due and
     payable under the terms of the Lease and the observance and
     performance of the covenants and conditions of the Tenant
     contained in the Lease.

     For the purpose of this Agreement, "Rent" includes Net Rent
     and Additional Rent payable pursuant to the Lease.

4.   ASSIGNOR'S COVENANTS - The Assignor covenants and agrees
     with the Assignee that:

(a)     Despite any act of the Assignor, the Lease is a good,
        valid and subsisting Lease and the Rent thereby reserved
        has been duly paid up to the Effective Date and the
        covenants and conditions therein contained have been duly
        observed and performed by the Assignor up to the
        Effective Date.

(b)     The Assignor has good right, full power and absolute
        authority to assign the Premises and the Lease in the
        manner aforesaid, according to the true intent and
        meaning of this Agreement, free and clear of all liens,
        mortgages, charges and encumbrances of any kind
        whatsoever.

(c)     Subject to the payment of Rent and to the observance and
        performance of the terms, covenants and conditions
        contained in the Lease on the part of the Tenant therein
        to be observed and performed, the Assignee may enter into
        and upon and hold and enjoy the  Premises for the residue
        of the Term granted by the Lease for its own use and
        benefit without any interruption by the Assignor or by
        any Person whomsoever claiming through or under the
        Assignor.

(d)     The Assignor will from time to time hereafter, at the
        request and cost of the Assignee, promptly execute such
        further assurances of the Premises as the Assignee
        reasonably requires.

5.   ASSIGNEE'S COVENANTS -

(a)     The Assignee covenants with the Assignor that:

  (i)   it will at all times during the balance of the Term of
        the Lease pay the Rent and observe and perform the
        terms, covenants and conditions contained in the Lease
        respectively reserved and contained on the part of the
        Tenant therein to be observed and performed.

  (ii)  it will indemnify and save harmless the Assignor from
        all actions, suits, costs, losses, charges, demands
        and expenses for and in respect of any such non-
        payment, non-observance or non-performance.

(b)     The Assignee hereby covenants and agrees with the
        Landlord that:

  (i)   it will at all times during the balance of the Term of
        the Lease pay the Rent reserved by the Lease and all
        other payments covenanted to be paid by the Tenant
        therein and at the times  and in the manner provided
        for in the Lease, and will observe and perform all of
        the terms, covenants and conditions contained in the
        Lease on the part of the Tenant therein to be observed
        and performed as and when the same are required to be
        observed and performed as provided by the Lease.

 (ii)   it will indemnify and save harmless the Landlord from
        all actions, suits, costs, losses, charges, demands and
        expenses for and in respect of any such non-payment or
        non-observance or non-performance.

     The Assignee acknowledges that it has received a copy of the
     executed Lease and is familiar with the terms, covenants and
     conditions contained therein.

6.   LANDLORD'S CONSENT - The Landlord consents to this
     assignment of the Lease from the Assignor to the Assignee as
     of and from the Effective Date upon and subject to the
     following terms and conditions, that:

(a)    This consent does not in any way derogate from the rights

(b)     The Assignor releases and waives any and all rights and
        remedies to which it may be entitled at law, in equity or
        as Tenant under the Lease including, without limitation,
        the right to apply for relief from forfeiture or to
        obtain any reassignment of the Lease.

(c)     This consent does not constitute a waiver of the
        necessity for consent to any further Transfer of the
        Lease (which for the purpose of this Agreement includes
        any Change of Control, assignment, subletting, mortgaging
        or encumbering of the Lease or parting with or sharing
        possession of all or any part of the Premises) which must
        be completed in accordance with the terms of the Lease.
        If the Assignee proposes to effect a further Transfer of
        the Lease, the terms of the Lease with respect to a
        Transfer shall apply to any such further Transfer.

(d)     This consent is given upon the express understanding that
        the Assignee shall hereafter be jointly
        and severally responsible for and shall save the Landlord
        harmless and indemnify it from and against all costs
        including all legal costs incurred by the Landlord in
        connection with the preparation of this Agreement and any
        additional documentation related thereto and the
        Landlord's consent to this assignment.

(e)     By giving its consent pursuant to this Agreement, the
        Landlord does not hereby acknowledge or approve of any of
        the terms of this Agreement as between the Assignor and
        Assignee except for the assignment of the Lease itself
        and except for any amendments to the Lease agreed to by
        all of the Parties hereunder.

(f)     This assignment of the Lease is deemed not to have been
        delivered to the Assignee by the Assignor until the
        consent of the Landlord has been evidenced by the
        execution and delivery of this Agreement by the Landlord
        to both the Assignor and the Assignee.

(g)     It is understood and agreed that in accordance with the
        terms of the Lease the Landlord has received only an
        estimated amount on account of Additional Rent payable
        under the Lease and the Assignee shall, pay
        to the Landlord within five (5) days after demand
        therefor the amount by which the actual Additional Rent
        payable pursuant to the Lease as calculated by the
        Landlord exceeds the estimated Additional Rent received
        by the Landlord as of the Effective Date.

(h)     The Assignee shall, at its expense, promptly execute
        such further documentation with
        respect to the Premises as the Landlord reasonably
        requires from time to time.

(i)     The Assignee shall not be entitled to enter into and take
        possession of the Premises until (i) it shall deliver to
        the Landlord certificates of insurance on the Landlord's
        standard form, or, if required by the Landlord's
        Mortgagee, certified copies of each such insurance policy
        which the Tenant is required to take out pursuant to the
        Lease, and (ii) it shall deliver evidence to the Landlord
        that it has obtained all required permits, licenses and
        approvals from all governmental authorities having
        jurisdiction for the carrying on by the Assignee of its
        permitted business in the Premises.

(j)     The Assignee acknowledges and agrees that (i) it is
        accepting possession of the  Premises in an "as is"
        condition as of the Effective Date, (ii) the Landlord has
        no responsibility or liability for making any
        renovations, Alterations or Leasehold Improvements in or
        to the Premises, and (iii) all further renovations,
        Alterations or Leasehold Improvements in or to the
        Premises are the sole responsibility of the Assignee and
        shall be undertaken and completed at the Assignee's
        expense and strictly in accordance with the provisions of
        the Lease.

7.   RELEASE

     Effective as of the Effective Date, the Landlord agrees to
     release and discharge Braintech, Inc. from the observance
     and performance of the covenants, agreements, terms and
     conditions contained in the Lease provided, however, that
     nothing herein contained shall be construed as a release of
     Braintech, Inc. from any obligation or liability under the
     Lease, which liability or obligation had accrued prior to
     the Effective Date.

8.   CONFIRMATION -

     The Parties hereto do in all other respects hereby confirm
     that the Lease is in full force and effect, unchanged and
     unmodified except in accordance with this Agreement. It is
     understood and agreed that all terms and expressions when
     used in this Agreement have the same meanings as they have
     in the Lease.  The Lease and this Agreement shall be read
     and construed as one document.

9.   BINDING EFFECT - This Agreement shall enure to the benefit
     of the Landlord and its successors and assigns, and shall be
     binding upon each of the other Parties hereto, and each of
     their heirs, executors, administrators and permitted
     successors and permitted assigns, respectively.

IN WITNESS WHEREOF the Parties hereto have duly executed
this Agreement as of the day and year first above written, by
affixing their respective corporate seals under the hands of
their proper signing officers duly authorized in that behalf or
by setting their respective hands and seals in their personal
capacity, as the case may be.


SIGNED, SEALED AND DELIVERED	)  TECHWEST MANAGEMENT INC.
in the presence of	)	(Assignor)
)
)
)  Per:
)	Authorized Signature
)
)
)  Per:
)	Authorized Signature
)
)
)  SIDEWARE SYSTEMS INC.
)	(Assignee)
)
)
)  Per:
)	Authorized Signature
)
)  Per:
)	Authorized Signature
)
)
)  BRAINTECH, INC.
)	(Indemnifier)
)
)
)  Per:
)	Authorized Signature
)
)  Per:
)	Authorized Signature
)
)
)  PACIFIC CENTRE LEASEHOLDS
LIMITED
)	(Landlord)
)
)
)  Per:
)	Authorized Signature
)
)  Per:
)	Authorized Signature
)
)  I/We have authority to bind the
corporation