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THIS AGREEMENT made as of the 20th day of September 1999

BETWEEN:

                                 BRAINTECH, INC.
                         Having a place of business at:
                          930 West 1st Street, Unit 102
                          North Vancouver, BC, V7P 3N4

                      Hereinafter referred to as BrainTech

                                       and

                              MERCATOR ROBOTEC INC.
                         Having a place of business at:
                           105 Lexington Rd., Unit 17
                           Waterloo, Ontario, N2J 4R7

                       Hereinafter referred to as Mercator

                                       and

                          SATISFIED BRAKE PRODUCTS INC.
                         Having a place of business at:
                                805 Education Rd.
                           Cornwall, Ontario, K6H 6C7

                       Hereinafter referred to as Customer

WHEREAS the Customer carries on the business of re-manufacturing brake shoes;

AND WHEREAS the Customer requires BrainTech and Mercator (the Contractors) to
upgrade the machine vision system on a brake shoe sorting machine (the Product)
located at the Customer's place of business;

AND WHEREAS the parties wish to confirm their understanding with respect to
provision and purchase of the product;

NOW THEREFORE WITNESSETH that in consideration of the mutual covenants and
agreements contained in this Agreement, the Contractor and the Customer agree as
follows:
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                                    ARTICLE 1
                   MANUFACTURE AND CONSTRUCTION OF THE PRODUCT

1.1      The agreement between the Contractors and the Customer consists of
         the following documents:
         a.       Agreement, September 20, 1999
         b.       Quotation, September 17, 1999
         c.       Specific Terms and Conditions, September 20, 1999
         d.       Terms and Conditions, September 17, 1999
         e.       List of Deliverables, September 17, 1999
         in order of precedence.

1.2      The Contractors agree to develop, construct and install an improved
         machine vision system (the Product) for the Customer as more fully
         described in the documents referenced in clause 1.1.

                                    ARTICLE 2
                          PURCHASE PRICE OF THE PRODUCT

2.1      The purchase price for the Product shall be Ninety Nine Thousand Five
         Hundred Forty-Six Dollars and Twenty-Six Cents. This amount being
         exclusive of applicable taxes.

2.2      Upon execution of this Agreement the Customer agrees to pay BrainTech
         Thirty-one Thousand Nine Hundred Fifty-four Dollars and Thirty-five
         cents for the Deposit including Seven percent GST.

2.3      BrainTech shall thereafter invoice the Customer for the amounts
         outlined in the Payment Schedule, payments being due upon receipt of
         the invoice.

2.4      All amounts stated in the Agreement are to be paid in Canadian
         currency.

                                    ARTICLE 3
                             LIMITATION OF LIABILITY

3.1      Any liability, claims, demands or expenses including solicitor and
         client fees, for damages to the property of or injuries (including
         death) to, the Customer, its employees or any other person arising from
         or in connection with the Product is limited to the insurance carried
         by the Contractors.

                                    ARTICLE 4
                              TERM AND TERMINATION

4.1      Subject to Clauses 4.2 and 4.3, the parties intend for this Agreement
         to remain binding upon them from the date of the agreement for a period
         of one year (the "Term").
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4.2      Either party may immediately terminate this Agreement without liability
         to the other party on the happening of any of the following events or
         any other comparable event:

         (a)      insolvency of a party;
         (b)      filing of a voluntary petition in bankruptcy by a party;
         (c)      filing of any involuntary petition in bankruptcy against
                  a party;
         (d)      appointment of an assignment for the benefit of the creditors
                  by a party provided that such petition, appointment or
                  assignment is not vacated or nullified within thirty days of
                  the event.

4.3      Either party may terminate this Agreement if the other party is in
         default of any of the terms and conditions of this Agreement, and such
         default continued for a period of thirty days from the date that the
         defaulting party receives a notice from the non-defaulting party to
         remedy such default, and such default remains unremedied by the end of
         such thirty day period.

4.4      The termination of this Agreement (howsoever occasioned) shall be
         without prejudice to any rights or obligations which shall have accrued
         prior to such termination and shall not destroy or diminish the binding
         force or effect of any of the provisions of this Agreement which are
         expressly or by implications to remain in force after such termination.

                                    ARTICLE 5
                               GENERAL PROVISIONS

5.1      The Contractor and the Customer are independent contracting parties and
         nothing in this Agreement shall make either party the agent or legal
         representative of the other for any purpose whatsoever, nor shall it
         grant either party any authority to assume or to create any obligation
         on behalf of or in the name of the other.

5.2      The Contractor may not assign or delegate its obligations under this
         Agreement without the Customer's prior written consent, which shall not
         be unreasonable withheld.

5.3      This Agreement shall endure to the benefit of and be binding upon the
         parties hereto and their respective successors and assigns.

5.4      This Agreement is to be construed in accordance with and governed by
         the laws of the Province of Ontario. The parties hereby agree to attorn
         to the exclusive jurisdiction of the courts of competent jurisdiction
         of the Province of Ontario.

5.5      Time shall be of the essence.

5.6      Failure of either party at any time to require performance by the other
         party of any provision of this Agreement shall in no way affect the
         right to require performance at any time thereafter, nor shall the
         waiver of either party of a breach of any provision of this


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         Agreement constitute a waiver of any succeeding breach of the same or
         any other provision.

5.7      Any notice or other writing required or permitted to be give under this
         Agreement or for the purposes of it to any party shall be sufficiently
         given if delivered personally, or if sent by fax to the following:

         (a)      in the case of notice to the Customer at:

                  Satisfied Brake Products Inc.
                  805 Education Rd.
                  Cornwall, Ontario
                  K6H 6C7

                  Fax:  (613) 933-3365

                  Attention:  Stewart Kahan;
                  --------------------------

         (b)      in the case of notice to the Contractor at:

                  Mercator Robotec Inc.
                  105 Lexington Road
                  Unit #17
                  Waterloo, ON
                  N2J 4R7

                  Fax:  (519) 886-0948

                  Attention:  Scott Gibbs;
                  ------------------------

         Or at any other address as the party to whom the notice is to be given
         shall have last notified the other party.

5.8      Notice shall have been deemed to have been effected between
         the parties:

         (a) immediately if delivered personally;
         (b) within twenty-four hours if sent by fax; and
         (c) within five days if sent by pre-paid registered mail.

5.9      This Agreement, together with the items listed in Clause 1.1,
         constitutes the entire agreement between the Customer and the
         Contractors with respect to the matters contained herein and supersedes
         all prior oral or written representations and agreements.

5.10     If any term of this Agreement is invalid or unenforceable under any
         statute, regulation, ordinance, order or other rule of law, that term
         shall be deemed to be modified or deleted,
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         but only to the extent necessary to comply with the statute,
         regulations, ordinance, order or rule, and the remaining provisions of
         this Agreement shall remain in full force and effect.

5.11     This Agreement may only be modified by written agreement duly
         executed by the Customer and the Contractor.

5.12     Should any dispute arise between the parties hereto as to the
         interpretation of or otherwise in relation to this Agreement the
         dispute shall be settled through an arbitration carried out in
         accordance with the ARBITRATION ACT of the Province of Ontario.


IN WITNESS WHEREOF the parties have executed the Agreement this ___ day of
September, 1999.

                                     BRAINTECH, INC.

                                     PER
                                        --------------------------------

                                     MERCATOR ROBOTEC INC.

                                     PER       "SIGNED"
                                        --------------------------------

                                     SATISFIED BRAKE PRODUCTS INC.

                                     PER        "SIGNED"
                                        --------------------------------