EXECUTIVE EMPLOYMENT AGREEMENT WITH STOCK PURCHASE AND STOCK OPTION PROVISIONS

Employment

Term. As of the Effective Date, the Company will employ the Executive, and the Executive accepts employment with the Company, upon the terms and conditions set forth in this Agreement. The Executive’s employment with the Company is for an indefinite term and will continue until or unless terminated as provided in this Agreement. The period of employment is referred to as the “Employment Period”.

Position The Executive will serve as the Chief Executive Officer (“CEO”) of the Company and the Executive will also serve as Chairman of the Board for the Company.

Duties . During the Employment Period, the Executive will perform the duties, responsibilities and authority customarily performed by a CEO, Chairman, director, and fiduciary of a company, including without limitation the following:

overseeing and directing all business activities of the Company;

developing strategic business plans for the Company;

managing and directing the employees of the Company;

providing leadership and direction for the Company;

overseeing the Company’s efforts for raising capital required to advance the strategic objectives of the Company;

overseeing the Company’s relationships with the Company’s customers, suppliers, strategic partners, and other organizations important to the strategic business objectives of the Company; and

as Chairman, presiding over meetings of the Board of Directors and having such other duties as are customary for the Chairman of the Board of Directors of a public company .

Reporting. The Executive will report to the Board of Directors.

Best Efforts . The Executive will devote his best efforts and his full business time and attention (except for permitted activities and other permitted board activities, vacation periods, or reasonable periods of illness or other incapacity) to the business and affairs of the Company and its subsidiaries. The Executive will perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner.

Other Business Activities . The Executive may serve in the capacity of director of other corporations or charities provided that activity does not materially interfere with Executive’s ability to perform his duties hereunder and that any such entities do not compete with the business.

Permission to Re-organize. The Executive will not, without the prior specific written permission of the Board of Directors and the shareholders (to the extent the Company’s bylaws or applicable law require shareholder approval) undertake or engage in any transaction that would result a reverse stock split of the Company’s share capital, or undertake or engage in any transaction that would result in the common shares being no longer listed on a recognized stock exchange or stock market in a “going private” transaction.

Compensation & Perquisites

Base Salary. During the Employment Period, the Executive’s base salary will be $258,000 (US Funds) per annum or such higher rate as the Board may designate from time to time (the “Base Salary”), which salary will be payable in regular installments in accordance with the Company’s general payroll practices.

Signing Bonus. Upon execution of this Agreement, the Executive will be granted an options to purchase 2,000,000 shares of Common Stock. The stock options received will vest immediately and the exercise price of the stock options will be equal to 85% of the closing market price of the Common Stock on the date this Agreement is executed by the Executive. The stock options will be granted pursuant to the Company’s 2007 Stock Option Plan, a copy of which is attached as Schedule B and which may not be changed in any manner adverse to Executive without Executive’s prior written consent. Upon execution of this Agreement, the Executive will also purchase 1,000,000 shares of the Company’s common stock at the purchase price of $0.01 per share for a total of $10,000. The securities issued pursuant to this signing bonus are a portion of the securities referred to in Recital C.

Bonus & Incentive Compensation . The Executive will be entitled to cash and other performance bonuses normally granted to individuals in positions equalvalent to the Executive. These bonuses and performance levels will be determined by the Board of Directors of the Company.

The Executive will also be entitled to bonuses based on achieving certain milestones, which will be provided in the form of issued restricted Common Stock (the “Bonus Stock”) of the Company and options to purchase Common Stock (the “Bonus Stock Options”) of the Company, in accordance with the Bonus Stock and Bonus Stock Option Incentive Plan (the “Bonus Plan”) attached to this Agreement as Schedule “A”. The milestones and level of incentive compensation are detailed in the Executive Bonus Securities Compensation Structure as set forth in Appendix I of this Agreement.

The securities to be issued pursuant to the Bonus Stock and Bonus Stock Option Plan have not been registered under the Securities Act of 1933, as amended (the “Act”), and may not be sold or transferred in the absence of an effective Registration Statement under the Act or an exemption from registration thereunder.

The Board of Directors of the Company has approved the Bonus Plan (Schedule “A”) and this Executive Employment Agreement including Appendix I attached hereto. Upon execution of this Agreement, the Company will immediately undertake to obtain shareholder approval of the registration of the securities to be issued under the Bonus Plan by filing a Form S-8 Registration Statement under the Securities Act of 1933. Act.

Health and Welfare Benefits . The Executive will be entitled to participate in all health and welfare benefit insurance and programs that the Company provides from time to time for its senior executive employees and their dependents.

Transition Expenses . The Company and Executive acknowledge that the Company’s principal business offices will be moved from North Vancouver, BC, to the metropolitan area of Washington DC within approximately nine (9) months of the Effective Date. Until such time as the Company’s offices have been so relocated, the Company will reimburse the Executive for expenses as follows:

First class travel to the Company’s offices in North Vancouver from his home in Great Falls, Virginia;

hotel (and/or apartment rental) and meal expenses while working in North Vancouver; and

three (3) round trips per month in order for the Executive to visit his family in Great Falls, Virginia. Until such time as the relocation to Washington DC has occurred, Executive, in his discretion, may perform his duties hereunder both at the Company’s offices in North Vancouver as well as from his home office in the Washington DC metropolitan area. In the event that the relocation has not occurred within a nine month period from Effective Date, Executive shall no longer be required to perform any duties from the North Vancouver office but may perform all duties from his home office in the Washington DC metropolitan area.

Business Expenses. The Company will reimburse the Executive for all reasonable expenses incurred by him in the course of performing his duties under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company’s customary requirements with respect to reporting and documentation of such expenses. The Company will also reimburse the Executive for any legal fee reasonably incurred in the initial negotiation of this Agreement. All such expenses to be reimbursed within ten business days.

Vacation . The Executive will be entitled to six (6) weeks of paid vacation per year.

Personal Business Affairs. In addition to the vacation time off referred to in section 2.7, the Executive will also be entitled to paid time off to attend, at his own cost, up to eight (8) A1 GP races between the Effective Date and May 30, 2008.

Termination

Definitions . For the purposes of this Agreement, the terms “Just Cause” and “Good Reason” are set out as follows:

“ Just Cause ” means:

an act or acts of material dishonesty on the part of the Executive resulting or intending to result directly or indirectly in substantial gain or personal enrichment to which the Executive was not legally entitled at the expense of the Company;

any material breach by the Executive of the terms of this Agreement, and repeated and demonstrated failure on the part of the Executive to perform his duties hereunder or lawful directives of the Board, and where the Executive fails to remedy the failure or breach within 30 days after receiving written notice of such failure; or

a material breach of the Executive’s duties or responsibilities resulting in material injury to the Company or any of its subsidiaries where the Executive fails to remedy the failure or breach within 30 days after receiving written notice of such failure or breach ; provided, however, that such breach shall not include: (1) bad judgment on the part of the Executive, (2) any act or omission believed by the Executive in good faith to have been in or not opposed to the interests of the Company or its subsidiaries; or (3) any act or omission in respect of which a determination could properly be made that the Executive met the applicable standard of conduct prescribed for indemnification or reimbursement or payment of expenses under the by-laws of the Company or any of its subsidiaries, the laws of the province of British Columbia or the State of Delaware , or the directors’ and officers’ liability insurance of the Company and its subsidiaries, in each case as in effect at the time of such act or omission.

“ Good Reason ” means:

the assignment to the Executive of any duties inconsistent with the Executive’s status as CEO of the Company, or a substantial adverse alteration in the nature or status of the Executive’s responsibilities or any change in the Executive’s title ;

the failure by the Company, without the Executive’s consent, to pay to the Executive any portion of his earned compensation within ten (10) business days of the date such compensation is due or other breach by the Company of any of its obligations hereunder;

any material change in the Bonus Stock and Bonus Stock Option Incentive Plan which forms part of this Agreement;

any requirement for the Executive to relocate to any metropolitan area outside of the Washington DC metropolitan area; or

the failure of the Company, prior to the Effective Date, to have disclosed to Executive any violations by the Company of the securities laws of any jurisdiction, any pending investigations regarding the foregoing or any material agreements between the Company and any shareholder or related party.

Termination by the Company . The Company may terminate the employment of the Executive without notice (or payment in lieu thereof) for Just Cause. In such event, the Executive or the Executive’s heirs will be entitled to all unpaid compensation and benefits, allowances and perquisites described in Section 2 above up to the termination date . In such event, Executive shall be entitled to keep all Bonus Stock for which the milestone conditions have been satisfied, free of all restrictions, escrows or other conditions and to all Bonus Stock Options which are vested as of such time and such Bonus Stock Options may be exercised at any time within thirty six (36) months of such termination.

Termination by the Executive . The Executive may terminate this Agreement for any reason by giving the Company 90 days prior written notice. The Executive will be entitled to treat his employment as having been terminated by the Company without Just Cause in the event of any Good Reason.

Termination Due to Total Permanent Incapacity . Notwithstanding any other provision in this Agreement, the Company may terminate the employment of the Executive without notice (or payment in lieu thereof) in the event of total permanent disability or death of the Executive. For the purposes of this section, “Total Permanent Disability” means any physical or mental incapacity, disease or affliction as determined by a legally qualified medical practitioner, which prevents the Executive from performing his obligations as set out in this Agreement and which incapacity persists for a continuous period of six months or more. This provision will also be subject to any duty to accommodate or human rights laws imposed by any government authority and which supersede any terms agreed to between the parties.

Severance . In the event of a termination of this Agreement by the Company without Just Cause, due to Total Permanent Disability or due to the death of the Executive, or by the Executive for Good Reason, then the Executive or the Executive’s heirs will be entitled to:

unpaid compensation and benefits described in Section 2 earned up to the termination date to be paid within 10 days of termination ;

a lump sum payment (less all deductions required by law such as income taxes) equal to the then current Base Salary set out in Section 2.1 multiplied by two to be paid within 10 days of termination;

the continuation of health and welfare benefits described in Section 2.4, for a period terminating on the earlier of

the date the Executive obtains employment with another company, and

two years from the date of termination.

despite anything to the contrary set out in The Bonus Stock and Bonus Stock Option Incentive Plan (Schedule “A”):

all restrictions, including escrow restrictions, satisfaction of milestones on Bonus Stock issued to the Executive will cease and the Executive will have clear title to the Bonus Stock subject to no further restrictions or contingencies , and

all Bonus Stock Options granted as of the date of termination will immediately vest in the Executive (and all milestones shall be deemed satisfied) , and may be exercised on any date between the date of termination and a date which is 36 months from the date of termination.

Resignation as Director. If the Executive’s employment with the Company is terminated for any reason, the Executive agrees that he will resign as a director effective on the date of termination.

Executive’s Right to Appoint Directors to the Company

As of the date the parties enter into this Agreement, the Company’s Board of Directors will consists of (4) directors, of which the Executive is one. The Company and the Executive agree that shortly after the signing date of this Agreement the Company will increase the number of directors to six (6), and at the time the Board is so increased, (and provided this Agreement has not been terminated), the Executive will be entitled to have up to two (2) of the other six (6) directors chosen by the Executive at all times . Further, in preparation for the 2008 Annual General meeting of Shareholders, the size of the Board of Directors shall be increased to 7 and Executive shall be entitled to designate one additional Director who has experience in the defense industry in the United States.

Confidentiality and Ownership of Work Product & Inventions

Confidential Information. The Executive acknowledges that the information obtained by him while employed by the Company concerning the business or affairs of the Company or any subsidiary of the Company (“Confidential Information”) is the property of the Company or its subsidiaries. For the purposes of this Agreement, Confidential Information includes information, reports, documents, or data pertaining to customer and supplier lists, product pricing, contract terms, the products and services manufactured or provided, production and operating methods, financial information, intellectual property whether patentable or not, trade marks, and the Work Product (defined below) whether owned by the Company, Braintech Canada, Inc., or any of the Company’s other subsidiaries.

Non-disclosure. The Executive agrees that he will not disclose to any unauthorized person or use for his own account any Confidential Information without the prior written consent of the Company, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a result of the Executive’s acts or omissions to act, or the Executive is required to disclose such Confidential Information in connection with the proper performance of his obligations under this Agreement or if required by law.

Return of Confidential Information. The Executive will deliver to the Company at the termination of the Employment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) containing or relating to the Confidential Information which he may then possess or have under his control.

Work Product . The Company will own all title, intellectual property rights, copyright, moral rights, trademarks and patents in and to all work product conceived, produced or worked on, by the Executive (collectively the “Work Product”) for or in relation to the business of the Company or any affiliate or subsidiary while employed by the Company. The Executive hereby waives and assigns to the Company any and all intellectual property rights including moral rights, copyright, trademarks, and patent rights at law or otherwise that the Executive has in the Work Product. The Executive will in no event be entitled to claim title or ownership interest in the Work Product. Further, the Executive will execute any documentation reasonably required by the Company to memorialize Company’s existing and continued ownership or rights to the Work Product.

Inventions and Discoveries . The Executive will disclose promptly to the Company, any and all inventions, discoveries and improvements conceived or made by the Executive while employed by the Company and related to the business or activities of the Company or any of its subsidiaries or affiliates, and hereby assigns and agrees to assign all his interest therein to the Company or its nominee. Whenever requested to do so by the Company, the Executive will execute any and all applications, assignments or other instruments which the Company will deem necessary to apply for and obtain Letters Patent of the United States, Canada, or any foreign country or to protect otherwise the Company's interest therein.

Company’s Right to Assign . The Executive agrees that the Company may assign the benefits of the Executive’s promises made under this Section 5, to any of its subsidiaries if required to.

Non-Compete & Non-Solicitation

Non-Solicitation of Employee s. The Executive will not, during the twenty-four (24) month period following the termination of this Agreement, regardless of the reason therefore, solicit any person then employed by the Company or appointed as a representative of the Company to join the Executive as a partner, co-venturer, employee, investor or otherwise, in any substantial business activity whatsoever.

Non-Solicitation of Clients . The Executive will not, during the twenty-four (24) month period following the termination of this Agreement, regardless of the reason therefore, solicit, induce, aid or suggest to any customer of the Company to leave or terminate its customer relationship as may exist during such the twenty-four (24) month period. Furthermore, the Executive will not, within the twenty-four (24) month period following the termination of this Agreement, directly contract with any client of the Company to perform tasks which are in competition with the services and products provided to that client by the Company.

Non-Competition. While this Agreement is in effect and for a period of the twenty-four (24) months after the termination of this Agreement, regardless of the reason therefore, the Executive will not, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director, or in any other individual or representative capacity, own, operate, control, assist, or participate in any business that is in direct competition with the business of the Company world-wide. The foregoing prohibitions will not apply to ownership by the Executive of less than five percent (5%) of the issued or outstanding stock of any company whose shares are listed for trading over any public exchange or the over-the-counter market provided that the Executive does not control, work in or for any such company in any capacity.

Injunctive Relief. The Executive expressly agrees and acknowledges that any breach or threatened breach by him of Sections 6.1, 6.2, and 6.3