a5929440ex10_22.htm


    
      EXHIBIT
10.22

    

    
 

    AMENDMENT
TO EMPLOYMENT CONTRACT

    


    This Amendment to Employment Contract
(this “Amendment”) is entered into on the date(s) indicated in the signatures
block below with the intention that it be effective as of December 31, 2008
(“Amendment Effective Date”) by and among Owen Jones, an individual residing at
309 9th Avenue,
New Westminster, BC, V3L 2A2, Canada (“Executive”), Braintech Canada, Inc, a
Canadian company incorporated in the province of British Columbia with its
principal offices at Suite 102, 930 West 1st Street,
North Vancouver, BC, V7P 3N4, Canada (“Braintech Canada”), and Braintech, Inc.,
a Nevada corporation with its principal offices at 1750 Tysons Boulevard, Suite
350, McLean, Virginia 22102, USA (“Braintech”) Braintech and Braintech Canada
are hereinafter referred to collectively as the “Company”.  Executive,
Braintech and Braintech Canada are hereinafter referred to collectively as the
“Parties”.

    


    WHEREAS, the Parties entered into an
Employment Contract dated as of October 22, 2007 (“Employment Contract”);
and

    


    WHEREAS, the Parties now wish to amend
the Employment Contract as indicated herein;

    


    NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, it
is hereby agreed as follows:

    


    
      	
              1.  

            	
              Term.  Article
      2 of the Employment Contract (entitled “Term”) is hereby amended by
      deleting the text of Article 2 in its entirety and inserting in lieu
      thereof the following text:  “The term of this Agreement shall
      commence as of October 22, 2007 and shall terminate on December 31,
      2008.”

            


    

    


    
      	
              2.  

            	
              Outstanding Options and
      Warrants.  Pursuant to Article 7 of the Employment
      Contract (entitled “Outstanding Options and Warrants”), all of Executive’s
      outstanding warrants and options will vest as of December 31, 2008, and
      regardless of any documentation to the contrary, the exercise period of
      all of Executive’s outstanding warrants and options will extend to
      December 31, 2011.

            


    

    


    
      	
              3.  

            	
              Satisfaction of Employment
      Agreement.  Executive acknowledges and agrees that he has
      been paid in full any and all monies and benefits owing or to be owed
      under the Employment Contract.  The Company acknowledges that no
      further services are required from Executive under Section 4 of the
      Employment Contract.

            


    

    


    
      	
              4.  

            	
              No Further
      Amendment.  Nothing else is hereby
    amended.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    IN WITNESS WHEREOF, the Parties have
caused this Amendment to be signed as of the date(s) set forth in the signature
block below, with the intention that it be effective as of the Amendment
Effective Date.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                      
                                                                                                                                                        
                                                                                                                                                          	
                                                                                                                                                                  OWEN
      JONES

                                                                                                                                                                	 
      
	 
      	 
      	 
      
	 
      	
                                                                                                                                                                  /s/ Owen Jones

                                                                                                                                                                	 
      
	 
      	 
      	 
      
	
                                                                                                                                                                  Date:

                                                                                                                                                                	
                                                                                                                                                                  March 16, 2009

                                                                                                                                                                	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                                                                                                                                                  BRAINTECH
      CANADA, INC.

                                                                                                                                                                	 
      
	 
      	 
      	 
      
	
                                                                                                                                                                  By:

                                                                                                                                                                	
                                                                                                                                                                  /s/ Edward White

                                                                                                                                                                	 
      
	 
      	
                                                                                                                                                                  Edward
      White

                                                                                                                                                                	 
      
	 
      	
                                                                                                                                                                  Chief
      Financial Officer, Treasurer & Secretary

                                                                                                                                                                	 
      
	 
      	 
      	 
      
	
                                                                                                                                                                  Date:

                                                                                                                                                                	
                                                                                                                                                                  March 17, 2009

                                                                                                                                                                	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                                                                                                                                                  BRAINTECH,
      INC.

                                                                                                                                                                	 
      
	 
      	 
      	 
      
	
                                                                                                                                                                  By:

                                                                                                                                                                	
                                                                                                                                                                  /s/ Rick Weidinger

                                                                                                                                                                	 
      
	 
      	
                                                                                                                                                                  Rick
      Weidinger

                                                                                                                                                                	 
      
	 
      	
                                                                                                                                                                  Chairman,
      President & CEO

                                                                                                                                                                	 
      
	 
      	 
      	 
      
	
                                                                                                                                                                  Date:

                                                                                                                                                                	
                                                                                                                                                                  March 17, 2009