Exhibit 10.1
SECURED PROMISSORY
NOTE
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$1,000,000
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Portland, Oregon
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March 7, 2005
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FOR VALUE RECEIVED, Microvision,
Inc., a Delaware corporation (“ Maker ”),
promises to pay to the order of Paulson Capital Corporation, an
Oregon corporation (“ Holder ”), the principal
sum of one million dollars ($1,000,000), in lawful money of the
United States, with interest thereon, payable in the manner and on
the terms hereinafter set forth. Such amount includes $995,000
transferred to Maker upon execution of this note and $5,000
retained by Holder to pay legal fees related to the
loan.
1. Maturity Date . The
maturity date of this Note is April 6 (the “ Maturity
Date ”) at which time the entire outstanding balance
shall be immediately due and payable, provided, however, that, if
Maker completes the financing that it is currently negotiating
before the Maturity Date, it will promptly prepay this
Note.
2. Interest Rate . Interest
shall accrue on the principal amount of this Note at the rate of
six percent (6%) per annum, computed on the basis of a 360-day year
and actual days elapsed, effective as of the date hereof and
continuing until all sums due hereunder are paid in
full.
3. Payment . On the Maturity
Date, Maker will pay, in lawful money of the United States of
America, the entire unpaid balance of principal and accrued
interest immediately to Holder. All payments received shall be
applied first against costs of collection (if any), then against
accrued and unpaid interest, then against principal. The failure of
Holder of this Note to promptly exercise Holder’s rights
hereunder, including upon the occurrence of an Event of any Default
(as defined below), shall not constitute a waiver of such rights
while such Event of Default continues nor a waiver of such rights
in connection with the occurrence of any future Event of
Default.
4. Non-Recourse Security
Interest . Maker grants and pledges to Holder a continuing,
non-recourse security interest in the Shares (as defined in the
Stock Pledge Agreement, dated as of even date herewith, between
Maker and Holder) and such other property as may, from time to time
be pledged as security for the payment of this Note, whether in
addition to or in substitution for the Shares, in order to secure
the timely repayment of the obligations evidence hereby and any and
all other obligations of Maker to Holder in connection with this
Note (the Shares and any such other property being herein referred
to as the “Collateral”). Such security interest
constitutes a valid security interest in the Shares. Maker agrees
to execute such financing statements and to take whatever other
actions are requested by Holder to perfect and continue
Holder’s security interest in the Shares. Maker authorizes
Holder to file one or more financing statements describing the
Collateral in any and all jurisdictions where, and with any and all
governmental authorities with whom, the Lender deems such filing to
be necessary or appropriate including, without limitation, the
Secretary of State for the State
