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Non-recourse Pledged Account Agreement

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Exhibit 10.4 Non-Recourse Pledged Account Agreement dated as of October 30, 2009 by Kenneth Brooks, David Baird, Frederick Bohlander and Colin Eagen in favor of Silicon Valley Bank







NON-RECOURSE PLEDGED ACCOUNT AGREEMENT







This continuing Non-Recourse Pledged Account Agreement (" Agreement" ) is entered into as of October 30, 2009, by [______________________] (" Pledged Account Provider" ), in favor of Silicon Valley Bank (" Bank" ).







Recitals









A. Bank and Braintech, Inc., a Nevada corporation, Braintech Industrial, Inc., a Delaware corporation, and Braintech Government & Defense, Inc., a Delaware corporation (individually and collectively, jointly and severally, " Borrower" ), are entering into (a) a certain Loan and Security Agreement (term loan) dated as of even date herewith (" Term Loan Agreement" ) and (b) a certain Loan and Security Agreement (accounts receivable line of credit) dated as of even date herewith (" Working Capital Loan Agreement" ) (each as may be amended, restated, or otherwise modified from time to time, collectively, the " Loan Agreements" ) pursuant to which Bank has agreed to make certain advances of money and to extend certain financial accommodations to Borrower (collectively, the " Loans" ), subject to the terms and conditions set forth therein. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Term Loan Agreement.









B. In consideration of the agreement of Bank to make the Loans to Borrower under the Loan Agreements, Pledged Account Provider is willing to enter into this Agreement.









C. Pledged Account Provider is a stockholder of Borrower and will obtain substantial direct and indirect benefit from the Loans made by Bank to Borrower under the Loan Agreements.







Now, Therefore, to induce Bank to enter into the Loan Agreements, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, Pledged Account Provider hereby represents, warrants, covenants and agrees as follows:





Section 1. Agreement.







1.1 Agreement. In consideration of the foregoing, Pledged Account Provider has pledged to Bank a security interest in the Pledged Account (as defined hereinafter). Upon the occurrence and during the continuance of an Event of Default under the Term Loan Agreement, Bank may exercise any and all of its rights with respect to the Pledged Account as set forth in that certain Pledge Agreement executed by Pledged Account Provider in favor of Bank and dated as of even date herewith (the " Pledge Agreement" ). Until this Agreement is terminated pursuant to Section 16, Pledged Account Provider agrees that it shall execute such other documents or agreements and take such action as Bank shall reasonably request to effect the purposes of this Agreement.










1.2 Separate Obligations. Pledged Account Provider' s obligations are independent of Borrower' s obligations and separate actions may be brought against Pledged Account Provider (whether action is brought against Borrower or whether Borrower is joined in the action).







Section 2. Representations and Warranties.









Pledged Account Provider hereby represents and warrants that:







(a) The execution, delivery and performance by Pledged Account Provider of this Agreement (i) do not contravene any law or any contractual restriction binding on or affecting Pledged Account Provider; (ii) do not require any authorization or approval or other action by, or any notice to or filing with, any governmental authority or any other Person under any indenture, mortgage, deed of trust, lease, agreement or other instrument to which Pledged Account Provider is a party or by which Pledged Account Provider or any of its property is bound, except such as have been obtained or made; and (iii) do not result in the imposition or creation of any Lien upon any property of Pledged Account Provider other than with respect to the underlying Pledged Account.







(b) Pledged Account Provider is legally competent to execute, deliver and perform this Agreement.







(c) This Agreement is a valid and binding obligation of Pledged Account Provider.







(d) Pledged Account Provider' s obligations hereunder are not subject to any offset or defense against Bank or Borrower of any kind.







(e) Pledged Account Provider covenants, warrants, and represents to Bank that all representations and warranties contained in this Agreement shall be true at the time of Pledged Account Provider' s execution of this Agreement, and shall continue to be true so long as this Agreement remains in effect.







(f) Pledged Account Provider shall maintain a money market account containing at least [____________________________ Dollars ($__________.00)] at all times (the " Pledged Account" ), which Pledged Account shall be pledged to Bank to secure Pledged Account Provider' s obligations to Bank under the Pledge Agreement. Notwithstanding the foregoing, Bank acknowledges and agrees that the amount required to be maintained in the Pledged Account may proportionately decline as the Term Advances are paid off, as long as the amount in the Pledged Account continues to represent the same proportionate amount of the Term Advances as it did as of the date of this Agreement (for purposes of this provision, the amount of Term Advances on the date of this Agreement shall be deemed to be Two Million Two Hundred Thousand Dollars ($2,200,000.00)).







Section 3. General Waivers . Pledged Account Provider waives:










(a) Any right to require Bank to (i) proceed against Borrower or any other person; (ii) proceed against or exhaust any security or (iii) pursue any other remedy. Bank may exercise or not exercise any right or remedy it has
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