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                                  Exhibit 10.5

         Cost Sharing and Allocation Agreement dated October 29, 1999
                 between the Company and Sideware Systems Inc.



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                       COST SHARING AND ALLOCATION AGREEMENT

BETWEEN:

          BRAINTECH, INC., a company duly incorporated under the laws
          of the State of Nevada, having an office at 1600 - 777
          Dunsmuir Street, Vancouver, B.C. V7Y 1K2

          ("BNTI")

AND:

          SIDEWARE SYSTEMS INC., a company duly incorporated under the
          laws of the Province of British Columbia, having an office
          at 1910 - 777 Hornby Street, Vancouver, B.C. V7Z 1S4

          ("SYD")

WHEREAS:

A.   BNTI and SYD share certain office premises located at 930 West 1st
Street, North Vancouver, British Columbia (the "Shared Premises").

B.   BNTI and SYD also share the services of certain personnel (the "Shared
Personnel") presently including, inter alia, the Receptionist, Marketing
Coordinator, Controller, Assistant Accountant, Trade Show Coordinator,
President, and Chairman of BNTI and SYD.

C.   BNTI and SYD also share certain equipment (the "Shared Equipment") which
are incidental to the operation of the Shared Premises and the employment of
the Shared Personnel, presently including, inter alia, a telephone system for
voice and internet communication.

D.   Pursuant to a Memorandum of Agreement dated October 18, 1996, BNTI and
SYD agreed to share certain costs relating to the Shared Premises, the Shared
Personnel, and the Shared Equipment on a 50 - 50 basis.

E.   Subsequent to the Memorandum of Agreement, the business of SYD has
expanded more rapidly than the business of BNTI.

F.   As a result of the expansion of the SYD business, SYD now makes greater
use of the Shared Premises, the Shared Personnel, and the Shared Equipment
than BNTI.

G.   Following an analysis of their respective accounting records, BNTI and
SYD have concluded that from and after January 1, 1999, the relative use of
the Shared Premises, the Shared Personnel, and the Shared Equipment has been
approximately 80% by SYD and 20% by BNTI.

H.   In the circumstances set out herein, SYD and BNTI have agreed that it
would be fair and equitable to re-allocate the costs relating to the Shared
Premises, the Shared Personnel, and the Shared Equipment on an 80 - 20 basis
as between SYD and BNTI, effective January 1, 1999.

NOW THEREFORE the parties hereto, intending to be legally bound, agree as
follows.

1.   Effective January 1, 1999, responsibility for costs relating to the
Shared Premises, the Shared Personnel, and the Shared Equipment, shall be
allocated 80% to SYD and 20% to BNTI.

2.   As soon as practicable following execution of this Agreement, the
parties shall use their best efforts to make any adjustments required to
their inter-corporate accounts to give effect to this Agreement.
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3.   The parties acknowledge and agree that changes in circumstances may
render the cost allocations set out in this Agreement inequitable.  In such
event, the parties will negotiate in good faith to adjust the cost
allocations set out in this Agreement on a fair and equitable basis.

4.   The parties acknowledge and agree that it is not practical to ensure
that all payments in respect of the costs covered by this Agreement will be
made in specified proportions in the first instance.  BNTI and SYD agree that
they shall, from time to time, account to each other for their respective
shares of the costs covered by this Agreement to ensure that the intent of
this Agreement is carried out.

5.   BNTI and SYD will deal with each other in good faith with respect to all
matters covered by this Agreement.

Dated:  October 29, 1999.



SIDEWARE SYSTEMS INC.
  Per:



     "signed"
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Authorized Signatory


BRAINTECH, INC.
  Per:



     "signed"
-------------------------------------------
Authorized Signatory

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