X0303 4 2009-08-10 0 0001015715 BRAINTECH INC BRHI 0001318065 WEIDINGER FREDERICK W C/O BRAINTECH, INC. 1750 TYSONS BOULEVARD, SUITE 350 MCLEAN VA 22102 1 1 1 0 CHIEF EXECUTIVE OFFICER COMMON STOCK 2009-08-10 4 D 0 3000000 .01 D 9072500 D COMMON STOCK 2009-09-16 4 A 0 13000000 .01 A 22072500 D COMMON STOCK 2009-09-16 4 A 0 51546 .10 A 22124046 D COMMON STOCK 2009-09-16 4 A 0 40426 .12 A 22164472 D COMMON STOCK 2009-09-16 4 A 0 47414 .11 A 22211886 D COMMON STOCK 2009-09-16 4 A 0 34539 .14 A 22246425 D COMMON STOCK 2009-09-16 4 A 0 32895 .15 A 22279320 D COMMON STOCK 2009-09-16 4 A 0 54455 .09 A 22333775 D COMMON STOCK 2009-09-16 4 A 0 61111 .08 A 22394886 D COMMON STOCK 2009-09-16 4 A 0 46053 .11 A 22440939 D COMMON STOCK 2009-10-05 4 A 0 54688 .09 A 22495627 D WARRANTS .50 2005-01-12 2010-01-11 COMMON 62500 62500 D WARRANTS .50 2005-03-04 2010-03-03 COMMON 48750 111250 D WARRANTS .30 2005-05-03 2010-05-02 COMMON 125000 236250 D WARRANTS .30 2006-10-23 2011-10-23 COMMON 2250000 2486250 D WARRANTS .50 2006-10-23 2011-10-23 COMMON 1125000 3611250 D WARRANTS .30 2008-09-26 2013-09-26 COMMON 3750000 7361250 D WARRANTS .36 2008-09-26 2013-09-26 COMMON 50000 7411250 D OPTIONS .42 2007-10-22 2012-10-22 COMMON 2000000 2000000 D OPTIONS .42 2008-12-17 2012-10-22 COMMON 1000000 1000000 D The Reporting Person had purchased these shares for an aggregate price of $30,000 ($.01 per share) under his previous Employment Agreement dated as of October 22, 2007 (?2007 Agreement?). The shares had been held in escrow pending the achievement of certain defined milestones under the 2007 Agreement. The milestones were not achieved during the term of the 2007 Agreement. Accordingly, on August 10, 2009, under the terms of the 2007 Agreement, the shares were forfeited by the Reporting Person and the Company repurchased the shares for the original aggregate purchase price of $30,000 ($.01 per share). At the Company?s request due to its cash situation, the Reporting Person voluntarily deferred this amount pursuant to a promissory note. These shares were issued pursuant to the Reporting Person?s new Employment and Retention Agreement dated as of January 1, 2009 (?2009 Agreement?). The shares were acquired for $.01 per share and are held in escrow pending the achievement of certain defined milestones. If the milestones are not achieved during the term of the 2009 Agreement, the Company will repurchase the shares from the Reporting Person at a price of $.01 per share. These shares were issued in lieu of a salary increase pursuant to the 2009 Agreement. /s/ FREDERICK W. WEIDINGER 2009-10-08