MARKETING COMMUNICATIONS SERVICES AGREEMENT

MARKETING COMMUNICATIONS SERVICES AGREEMENT

This Agreement, dated February __, 2005 provides details of the terms by which Baldacci Communications, LLC ("Agency"), located at 1921 Gallows Road, Suite 540, Vienna, Virginia 22182 will provide investor relations and market communications services to Braintech Inc. ("Client"), located at 930 West 1^st Street, Suite 102, North Vancouver, British Columbia V7P3, Canada.

Recitals:

A. Braintech wishes to utilize the services of Jim Speros in the capacity of Public and Investors Relations Consultant;

B. Jim Speros suggests that Braintech contract him through an agreement with Baldacci Communications, because Baldacci has the expertise and resources needed to "package" Jim Speros to be effective.

C. Braintech enters into this agreement on the understanding that Jim Speros is leading the Public/Investor Relations Program.

Agreement:

1) Investor Relations and Market Communications Services: For services related to these disciplines as outlined in the "Investment Stakeholder Development Plan", (attached as Attachment D) including but not limited to: investor relations; strategic planning; market development; public relations; community and grass roots initiatives; branding; sales support; and media planning and buying and/or other activities, Agency will do the following on behalf of Client:

a) Advise Client on market dynamics and recommend actions designed to grow Client's business in a profitable manner;

b) Formulate, recommend and, upon receipt of verbal or written approval from Client, implement the strategies and associated tactics to reach the investment stakeholder development objectives which include affecting:

i) Sources of investment capital;

ii) Demand for and volatility of BRHI stock;

iii) Market listing; and

iv) Investment community awareness of Client;

c) Concept, design and produce creative material for use as Client's company identity;

d) Recommend and write a concise mission statement and brand positioning statement as well as brand architecture and associated presentation materials;

e) Manage inquiries from news reporters, investment managers and other interested parties regarding the Company;

f) Arrange meeting or distribute statements as appropriate to generate notice for Company with selected individuals and/or organizations that report on or influence the public perception of the Company and its competitors, suppliers, customers or industry.

2) Approvals:

a) Client shall have the sole right of final approval of any and all internal and external communications produced by the Agency on behalf of Client and approval must be given in writing prior to release of such communications. The Parties will make all reasonable efforts to support the need to meet deadlines for submission of such finished work as advertising creative and press releases and therefore will make all reasonable efforts to meet scheduled deadlines for production.

b) Client shall pre-approve all Additional Expenses and Costs in writing, (as per Approval Form attached as Attachment C) prior to costs being incurred.

3) Term: This Agreement shall begin effective February __, 2005 and shall stay in effect for one year or until this Agreement is terminated, (as per Section 7) by either party.

4) Agency Compensation and Re-imbursement: In consideration for the services provided in accordance with this Agreement, Client shall compensate Agency as follows:

a) Cash.

i) Prior to the 1^st day of each month for the period commencing on February 1, 2005 and through to the final day of July, 2005, the Agency shall submit to Client an invoice for the amount of twenty-six thousand United States dollars ($USD26,000.00) for each month of the period therein. Payment terms for such invoices are net fifteen (15) days.

ii) Prior to the 1^st day of each month for the period commencing on August 1, 2005 and through to the final day of January, 2006, the Agency shall submit to Client an invoice for the amount of eighteen thousand Unites States dollars ($USD18,000.00) for each month of the period therein. Payment terms for such invoices are net fifteen (15) days.

b) Stock.

i) After receiving Activity Report, (as per Section 6) for each of the first 6 months, Client will deliver to Agency, or to such other parties as designated in writing by Agency, 10,000 BRHI common shares issued pursuant to Regulation D, Rule 506 and will be "Restricted Stock" pursuant to Rule 144.

ii) After receiving Activity Report for each of the last 6 months, Client will deliver to Agency, or to such other parties as designated in writing by Agency, 25,000 BRHI common shares issued pursuant to Regulation D, Rule 506 and will be "Restricted Stock" pursuant to Rule 144.

5) Additional Expenses and Costs:

a) Travel. A travel budget has been established for the period for the period through January 31, 2006 at an annualized estimate of one hundred and fifty thousand Unites States dollars ($150,000 US). The Agency shall submit to Client an invoice on the first day and sixteenth day of each month for charges incurred by Agency personnel which are to be charged against the travel budget and reimbursed to Agency by Client. When such travel is is conducted on behalf of the Company, charges allowed and agreed to by Client include all applicable transportation, lodging and food expenses, including all applicable taxes and fees incurred by client. Payment terms for travel expenses are net fifteen (15) days.

b) Ancillary Pass Through Expenses. An ancillary pass through expense budget has been established for the period through January 31, 2006 at an annualized estimate of eighty thousand Unites States dollars ($80,000 US). Payment terms for ancillary pass through expenses are net fifteen (15) days. Ancillary pass through expenses include, but are not limited to, expenses incurred in:

i) News Distribution, Seminars & Conferences. In the event that Agency incurs costs in attending investment conferences and seminars, distribution of new releases through news distribution services, then Agency will bill Client for these expenses.

ii) Media Placement & Purchase. In the event that Agency purchases media directly on behalf of Client, Agency will purchase such media on a non-commissionable, net cost basis and will bill Client for these expenses and such funds shall be due and paid to Agency before non-cancelable media contracts become effective. Client recognizes that all media must be paid before media runs. Agency shall be responsible for notifying Client of payment deadlines coming due in a timely manner. Client acknowledges that, upon authorization to purchase media by Client, the Agency will act as an Agent for Client to negotiate contracts with applicable media, printing and other outside services. The Agency will enter into agreements, which bind Client only after receiving consent from Client. Client recognizes that the principal and sole responsibility for payment of these contracts remains with the Client until such time that Client pays the Agency for such services. Client herein authorizes the Agency to purchase and place advertising for Client, when approved by Client in writing, and to obligate Client contractually or other wise for payment of such advertising. Once Client has paid the Agency for ordered media, the Agency assumes full financial responsibility for remitting payment to the supplier/media. If however, Client fails to remit payment to the Agency, the financial responsibility for payment to the supplier lies fully with Client and not the Agency. Client will fully indemnify the Agency for any financial loss that the Agency may incur as the result of Client's failure to remit payment to the Agency or supplier.

iii) Independent Research. In the event that Agency commissions the preparation of independent research reports, Agency will contract for such independent research reports and will bill Client for these expenses. The Agency will enter into such agreements, which bind Client only after receiving consent from Client.

iv) Other work ordered by Client which is not included in the scope of Agency activity itemized in Sections 1 and 2 hereof may be done by Agency and paid for by Client provided Agency has received written authorization from Client. In the event that other work is ordered, the Agency will provide Client with an estimate of the anticipated incremental costs likely to result from such other work. For illustrative purposes, and not intended to limit Client in its choice of such other work, examples of other work are:

(1) Any creative "on-location" work such as an on-location photo shoot;
(2) Miscellaneous printing and printing overrun costs;
(3) Materials produced as marketing collateral such as posters, brochures and other such promotional items;
(4) Radio Advertisements
(5) Radio Production
(6) Print and/or Outdoor advertisements.