AGREEMENT FOR ESCROW OF SHARE CERTIFCATES

This Agreement is dated 26 day of June 2001.


BABAK HABIBI, having a residence at 3308
Manning Crescent, Burnaby, B.C. V7H 2R6

(the "Purchaser")

AND:

BRAINTECH, INC. having an office at 113 - 980
West 1st Street, North Vancouver, B.C.  V7P 3N4

(the "Company")

AND:

GRANT SUTHERLAND having an office at Suite 1600
- 777 Dunsmuir Street, Vancouver, B.C. V7Y 1K4

("Chairman")

WHEREAS:

A.  The Purchaser has executed a subscription agreement dated
June 26, 2001, (the "Subscription Agreement") to
purchase 666,667 shares of the common stock of the Company
(the "Shares"), a corporation organized under the laws of
the State of Nevada, at a price of $0.15 (U.S.) per Share,
for an aggregate purchase price of $100,000 (U.S.);

B.  In addition to the Shares, the Purchaser is also entitled
to receive one share purchase warrant for each two Shares
purchased.  Each share purchase warrant entitles the
Purchaser to purchase one additional Share at a price of
$0.20 (U.S.) per share for a period of one year.
Accordingly, the Purchaser may purchase an additional
333,334 shares of the Company (the "Share Purchase
Warrants"); and

C.  In accordance with section 78.211 of the Nevada Revised
Statutes Private Corporations Act, the Company has agreed
to accept a promissory note from the Purchaser in the
amount of U.S.$100,000 without interest (the "Note") as
full payment of the purchase price of the Shares on the
condition that the Company shall retain title to the
Shares sold until payment of the Note by the Purchaser to
the Company.

IT IS THEREFORE AGREED:

1.  Pursuant to the terms and conditions agreed to in the
Subscription Agreement and the Note, the Company shall sell
to the Purchaser and the Purchaser shall purchase from the
Company the Shares at U.S. $0.15 per share for an aggregate
cost of U.S. $100,000.

2.  The Company shall direct. Colonial Stock Transfer Company,
Inc. to prepare and deliver to the Company the share
certificate representing the Shares in the name of the
Purchaser (the "Share Certificate") and, following receipt
of the share certificate from Colonial Stock Transfer
Company, Inc., the Company shall prepare the warrant
certificate representing the Share Purchase Warrants in the
name of the Purchaser (the "Warrant Certificate").

3.  Subject to completion of section 2 above, the Company shall
deliver the Share Certificate and the Warrant Certificate to
the Chairman, who shall hold the said Shares and the Share
Purchase Warrants for delivery to the Purchaser upon payment
in full of the Note by the Purchaser.

4.  The Company shall notify the Chairman when the Note is paid
in full and at such time, the Chairman shall deliver the
Share Certificate and the Warrant Certificate held by him to
the Purchaser, and all obligations between the Company, the
Purchaser and the Chairman shall then cease.

5.  In the event the Purchaser defaults in the payment of the
Note, the Company shall notify the Chairman who shall return
the Share Certificate and the Warrant Certificate to the
Company for cancellation.  All obligations between the
Company, the Purchaser and the Chairman shall cease on the
date the Purchaser defaults on the Note.

6.  The parties agree that as long as the Chairman holds the
Share Certificate representing the Shares and until the
Purchaser defaults on the payment of the Shares, the Company
shall be the owner of the Shares and shall have all rights
and privileges that attach to the ownership of the Shares.
However, unless and until the Purchaser defaults on the
payment of the Shares, the Purchaser shall be entitled to
vote such Shares for all purposes and the Company and the
Chairman shall execute and deliver to the Purchaser such
proxies and authorizations as are reasonably required to
confirm the voting rights of the Purchaser during this
period.

7.  The parties agree that as long as the Chairman holds the
Warrant Certificate representing the Share Purchase Warrants
and until the Company receives payment in full of the Note
by the Purchaser, the Purchaser shall have no rights or
privileges that attach to the ownership of the Share
Purchase Warrants.

8.  This Agreement shall be governed by and construed in
accordance with the laws of the Province of British
Columbia.

9.  This Agreement shall be binding upon and shall enure to the
benefit of the parties, their heirs, successors and assigns.
The parties have executed this Agreement as of the date first
written above.

BrainTech, Inc.

  "signed"


Babak Habibi

  "signed"

Grant Sutherland

  "signed"



                            PROMISSORY NOTE


June 26, 2001                       Amount $100,000 (U.S.)

FOR VALUE RECEIVED Babak Habib, of 3308 Manning Crescent,
Burnaby, BC V7H 2R6, promises to pay to the order of
Braintech, Inc., of 113 - 980 West 1st Street, North Vancouver, BC
V7P 3N4, ON DEMAND at the offices of Sutherland Johnston, of
Suite 1600 - 777 Dunsmuir Street, Vancouver, B.C. V7Y 1K4, the
sum of ONE HUNDRED THOUSAND DOLLARS ($100,000) in the lawful
money of the United States of America without interest.

This Promissory Note and the rights and obligations of the
parties hereunder shall be governed by and construed in
accordance with the laws of Canada.

Presentment, protest, notice of protest and notice of dishonour
are hereby waived.



BABAK HABIBI

"signed"