SECURITIES PURCHASE AGREEMENT

Purchase and Sale Agreement

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MICROVISION INC

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Title: SECURITIES PURCHASE AGREEMENT
Governing Law: Washington Date: 8/7/2009
Industry: Scientific and Technical Instr. Law Firm: Simpson Thacher Sector: Technology

SECURITIES PURCHASE AGREEMENT, Parties: microvision inc

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT (this

"Agreement"), dated as of June 22, 2009, by and between

Microvision, Inc., a Delaware corporation (the "Company"), and

Max Display Enterprises Limited, a limited liability company formed under the

laws of the British Virgin Islands (the "Investor").

<LI>The Company wishes to sell to the Investor, and the

Investor wishes to purchase, on the terms and subject to the conditions set

forth in this Agreement, (i) 8,076,239 shares (the "Shares") of

the Company's common stock, $.001 par value per share (the "Common

Stock"), and (ii) a Warrant in the form attached hereto as Exhibit

A (the "Warrant"). The shares of Common Stock into which

the Warrant is exercisable are referred to herein as the "Warrant

Shares", and the Shares, the Warrant and the Warrant Shares are

collectively referred to herein as the "Securities".</LI>

<LI>The Warrant will entitle the Investor to purchase

2,019,060 number of Warrant Shares.</LI>

<LI>The Company has agreed to effect the registration of the

Shares and the Warrant Shares for resale by the holders thereof<A

NAME="_DV_M15"></A> under the Securities Act (as defined below), pursuant to a

Registration Rights Agreement in the form attached hereto as Exhibit B

(the "Registration Rights Agreement").</LI>

<LI>The sale of the Shares and the Warrant by the Company to

the Investor will be effected in reliance upon the exemption from securities

registration afforded by the provisions of Regulation D (as defined below), as

promulgated by the Commission (as defined below) under the Securities

Act.</LI>

<LI>The Company and Walsin Lihwa Corporation, a company

limited by shares organized under the laws of the Republic of China

("Walsin Lihwa"), have agreed to enter into a Business

Collaboration Agreement dated on or about the date hereof (the "Business

Collaboration Agreement").</LI></OL>

</OL>

In consideration of the mutual promises made herein, and

other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the Company and the Investor hereby agree as follows:

<OL>

<LI>PURCHASE AND SALE OF SHARES AND WARRANT.</LI>

<OL>

<LI>Closing of Purchase and Sale; Purchase Price</LI>

. Upon the terms and subject to the satisfaction or

waiver of the conditions set forth herein, the Company agrees to sell and the

Investor agrees to purchase the Shares and the Warrant. The date on which the

closing of such purchase and sale occurs (the "Closing") is

hereinafter referred to as the "Closing Date". The Closing

will be deemed to occur at the offices of Ropes & Gray, One International

Place, Boston, MA 02110, when (A) this Agreement and the other Transaction

Documents (as defined below) have been executed and delivered to the Investor by

the Company and, to the extent applicable, by the Investor, (B) each of the

conditions to the Closing described in Section 5 hereof has been

satisfied or waived as specified therein and (C) full payment of the Investor's

Purchase Price (as defined below) has been made by the Investor to the Company

by wire transfer of immediately available funds against physical delivery by the

Company of duly executed certificates representing the Shares and the Warrant

being purchased by the Investor.

<LI>Certain Definitions</LI></OL>

</OL>

. When used herein, the following terms shall have the

respective meanings indicated:

"Affiliate" means, as to any Person

(the "subject Person"), any other Person (a) that directly

or indirectly through one or more intermediaries controls or is controlled by,

or is under direct or indirect common control with, the subject Person,

(b) that directly or indirectly beneficially owns or holds ten percent

(10%) or more of any class of voting equity of the subject Person, or

indirectly beneficially owned or held by the subject Person. For the purposes

of this definition, "control" when used with respect to any

Person means the power to direct the management and policies of such Person,

directly or indirectly, whether through the ownership of voting securities,

through representation on such Person's board of directors or other management

committee or group, by contract or otherwise.

"Board of Directors" means the

Company's board of directors.

"Business Collaboration Agreement"

has the meaning specified in the preamble to this Agreement.

"Business Day" means any day other

than a Saturday, a Sunday or a day on which the Nasdaq Global Market or the

Taiwan Stock Exchange is closed or on which banks in the City of New York or

Taiwan are required or authorized by law to be closed.

"Closing" and "Closing

Date" have the respective meanings set forth in Section 1.1

hereof.

"Commission" means the Securities

and Exchange Commission.

"Common Stock" has the meaning specified

in the preamble to this Agreement.

"Company" has the meaning specified in

the preamble to this Agreement.

"Debt" means, as to any Person at

any time: (a) all indebtedness, liabilities and obligations of such Person for

borrowed money; (b) all indebtedness, liabilities and obligations of such Person

to pay the deferred purchase price of Property or services (except trade

accounts payable<A NAME="_DV_C20">, accrued compensation, accrued expenses, and

unearned revenue and customer deposits</A> of such Person that, in any such

case, arise in the ordinary course of business and are not more than sixty (60)

days past due<A NAME="_DV_C22">)</A>; (c) all capital lease obligations of such

Person; (d) all indebtedness, liabilities and obligations of others guaranteed

by such Person; (e) all indebtedness, liabilities and obligations secured by a

Lien existing on Property owned by such Person, whether or not the indebtedness,

liabilities or obligations secured thereby have been assumed by such Person or

are non-recourse to such Person; (f) all reimbursement obligations of such

Person (whether contingent or otherwise) in respect of letters of credit,

bankers' acceptances, surety or other bonds and similar instruments; and (g) all

indebtedness, liabilities and obligations of such Person to redeem or retire

shares of capital stock of such Person.

"Disclosure Documents" means all SEC

Documents filed by the Company at least two (2) Business Days prior to the date

of this Agreement via the Commission's Electronic Data Gathering, Analysis and

Retrieval system (EDGAR) in accordance with the requirements of Regulation S-T

under the Exchange Act.

"Effective Date" has the meaning set

forth in the Registration Rights Agreement.

"Environmental Law" means any

federal, state, provincial, local or foreign law, statute, code or ordinance,

principle of common law, rule or regulation, as well as any Permit, order,

decree, judgment or injunction issued, promulgated, approved or entered

thereunder, relating to pollution or the protection, cleanup or restoration of

the environment or natural resources, or to the public health or safety, or

otherwise governing the generation, use, handling, collection, treatment,

storage, transportation, recovery, recycling, discharge or disposal of hazardous

materials.

"ERISA" means the Employee

Retirement Income Security Act of 1974, as amended, and the regulations and

published interpretations thereunder.

"Exchange Act" means the Securities

Exchange Act of 1934, as amended, and the rules and regulations thereunder.

"Execution Date" means the date of

this Agreement.

"FINRA" means the Financial Industry

Regulatory Authority.

"GAAP" means generally accepted

accounting principles, applied on a consistent basis, as set forth in (i)

opinions of the Accounting Principles Board of the American Institute of

Certified Public Accountants, (ii) statements of the Financial Accounting

Standards Board and (iii) interpretations of the Commission and the staff of the

Commission. Accounting principles are applied on a "consistent basis"

when the accounting principles applied in a current period are comparable in all

material respects to those accounting principles applied in a preceding

period.

"Governmental Authority" means any

nation or government, any state, provincial or political subdivision thereof and

any entity exercising executive, legislative, judicial, regulatory or

administrative functions of or pertaining to government, including without

limitation any stock exchange, securities market or self-regulatory

organization.

"Governmental Requirement" means any

law, statute, code, ordinance, order, rule, regulation, judgment, decree,

injunction, franchise, license or other directive or requirement of any federal,

state, county, municipal, parish, provincial or other Governmental Authority or

any department, commission, board, court, agency or any other instrumentality of

any of them.

"Intellectual Property" means any

U.S. or foreign patents, patent rights, patent applications, trademarks, trade

names, service marks, brand names, logos and other trade designations (including

unregistered names and marks), trademark and service mark registrations and

applications, copyrights and copyright registrations and applications,

inventions, invention disclosures, protected formulae, formulations, processes,

methods, trade secrets, computer software, computer programs and source codes,

manufacturing research and similar technical information, engineering know-how,

customer and supplier information, assembly and test data drawings or royalty

rights.

"Investment Company Act" means the

Investment Company Act of 1940, as amended.

"Investor" has the meaning specified

in the preamble to this Agreement.

"Investor Party" has the meaning

specified in Section 4.10 hereof.

"Key Employee" has the meaning

specified in Section 3.19 hereof.

"Lien" means, with respect to

any Property, any mortgage, pledge, hypothecation, assignment, deposit

arrangement, security interest, tax lien, financing statement, pledge, charge,

or other lien, charge, easement, encumbrance, preference, priority or other

security agreement or preferential arrangement of any kind or nature whatsoever

on or with respect to such Property (including, without limitation, any

conditional sale or other title retention agreement having substantially the

same economic effect as any of the foregoing).

"Market Price" means, as of a

particular date, the average closing price for the ten (10) consecutive Trading

Days occurring immediately prior to (but not including) such date. For the

avoidance of doubt, the Market Price shall be determined by adding the daily

closing price for each of the ten (10) Trading Days immediately preceding the

relevant date, and dividing such sum by ten (10).

"Material Adverse Effect" means

an effect that is material and adverse to (i) the consolidated business,

properties, assets (including intangible assets), operations, results of

operations, condition (financial or otherwise), prospects or customer, supplier

or employee relations of the Company and its Subsidiaries taken as a whole, (ii)

the ability of the Company to perform its obligations under this Agreement or

the other Transaction Documents (as defined below) or (iii) the rights and

benefits to which the Investor is entitled under this Agreement and the other

Transaction Documents.

"Material Contracts" means, as to

the Company, any <A NAME="_DV_C27">agreement required pursuant to Item 601 of

Regulation S-B or Item 601 of Regulation S-K, as applicable, promulgated under

the Securities Act to be filed as an exhibit to any report, schedule,

registration statement or definitive proxy statement filed or required to be

filed by the Company with the Commission </A>under the Exchange Act or any rule

or regulation promulgated thereunder, and any and all amendments, modifications,

supplements, renewals or restatements thereof.

"Pension Plan" means an employee

benefit plan (as defined in ERISA) maintained by the Company for employees of

the Company or any of its Affiliates.

"Permitted Liens" means the

following:

<LI>encumbrances consisting of easements, rights-of-way,

zoning restrictions or other restrictions on the use of real property or

imperfections to title that do not (individually or in the aggregate) materially

impair the ability of the Company to use such Property in its businesses, and

none of which is violated in any material respect by existing or proposed

structures or land use;</LI>

<LI>Liens for taxes, assessments or other governmental

charges (including, without limitation, in connection with workers' compensation

and unemployment insurance) that are not delinquent or which are being contested

in good faith by appropriate proceedings, which proceedings have the effect of

preventing the forfeiture or sale of the Property subject to such Liens, and for

which adequate reserves (as determined in accordance with GAAP) have been

established; and</LI>

<LI>Liens of mechanics, materialmen, warehousemen, carriers,

landlords or other similar statutory Liens securing obligations that are not yet

due and are incurred in the ordinary course of business or which are being

contested in good faith by appropriate proceedings, which proceedings have the

effect of preventing the forfeiture or sale of the Property subject to such

Liens, for which adequate reserves (as determined in accordance with GAAP) have

been established.</LI></OL>

</OL>

"Person" means any individual,

corporation, trust, association, company, partnership, joint venture, limited

liability company, joint stock company, Governmental Authority or other

entity.

"Principal Market" means the

principal exchange or market on which the Common Stock is listed or traded.

"Property" means property and/or

assets of all kinds, whether real, personal or mixed, tangible or intangible

(including, without limitation, all rights relating thereto).

"Purchase Price" means, with respect

to the Investor, the number of Shares purchased by the Investor at the Closing

times 1.8573.

"Registrable Securities" has the

meaning set forth in the Registration Rights Agreement.

"Registration Rights Agreement" has

the meaning specified in the preamble to this Agreement.

"Regulation D" means Regulation D

under the Securities Act or any successor provision.

"Reserved Amount" has the meaning

specified in Section 4.3 hereof.

"Rule 144" means Rule 144 under the

Securities Act or any successor provision.

"SEC Documents" has the meaning

specified in Section 3.4 hereof.

"Section 203" has the meaning

specified in Section 3.31 hereof

"Securities" has the meaning

specified in the preamble to this Agreement.

"Securities Act" means the

Securities Act of 1933, as amended, and the rules and regulations

thereunder.

"Share" has the meaning specified in

the preamble to this Agreement.

"Subsidiary" means, with respect to

a Person, any corporation or other entity (other than an entity having no

material operations or business during the twelve month period immediately

preceding the Execution Date) of which at least a majority of the outstanding

shares of stock or other ownership interests having by the terms thereof

ordinary voting power to elect a majority of the board of directors (or Persons

performing similar functions) of such corporation or entity (regardless of

whether or not at the time, in the case of a corporation, stock of any other

class or classes of such corporation shall have or might have voting power by

reason of the happening of any contingency) is at the time directly or

indirectly owned or controlled by such Person.

"Tax" shall mean (i) any and all

federal, state, local and foreign taxes, including taxes based upon or measured

by gross receipts, income, profits, sales, use and occupation, and value added,

ad valorem, transfer, franchise, withholding, payroll, recapture, employment,

excise, property and other similar taxes, together with all interest, penalties

and additions imposed with respect to such amounts whether disputed or not, (ii)

any liability for the payment of any amounts of the type described in clause (i)

as a result of being or ceasing to be a member of an affiliated, consolidated,

combined or unitary group for any period (including any liability under Treasury

Regulation Section 1.1502-6 or any comparable provision of foreign, state or

local law) and (iii) any liability for the payment of any amounts of the type

described in clause (i) or (ii) as a result of any express or implied obligation

to indemnify any other Person or as a result of any obligations under any

agreements or arrangements with any other Person with respect to such amounts

and including any liability for taxes of a predecessor entity.

"Tax Returns" shall mean any

return, report, information return or other document (including any related or

supporting information) filed or required to be filed with any taxing authority

with respect to Taxes.

"Termination Date" means the

first date on which there is no Warrant outstanding.

"Trading Day" means any day on

which the Common Stock is purchased and sold on the Principal Market.

"Transaction Documents" means,

collectively, this Agreement, the Registration Rights Agreement, the Warrant,

the Business Collaboration Agreement and all other agreements, documents and

other instruments executed and delivered by or on behalf of the Company or any

of its officers at the Closing.

"Walsin Lihwa" has the meaning

specified in the preamble to this Agreement.

"Warrant" has the meaning

specified in the preamble to this Agreement.

"Warrant Share" has the meaning

specified in the preamble to this Agreement.

<OL>

<LI>Other Definitional Provisions</LI></OL>

</OL>

. All definitions contained in this Agreement are

equally applicable to the singular and plural forms of the terms defined. The

words "hereof", "herein" and "hereunder" and words

of similar import referring to this Agreement refer to this Agreement as a whole

and not to any particular provision of this Agreement.

<OL>

<LI>REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.</LI>

The Investor hereby represents and warrants to the

Company and agrees with the Company that, as of the Execution Date and as of the

Closing Date:

<OL>

<LI>Authorization; Enforceability</LI>

. The Investor is duly and validly organized, validly

existing and in good standing under the laws of the jurisdiction of its

incorporation or organization with the requisite corporate power and authority

to purchase the Shares and the Warrant to be purchased by it hereunder and to

execute and deliver this Agreement and the other Transaction Documents to which

it is a party. This Agreement and the Business Collaboration Agreement

constitute, and upon execution and delivery thereof, each other Transaction

Document to which the Investor is a party will constitute, the Investor's valid

and legally binding obligation, enforceable in accordance with its terms,

subject to (i) applicable bankruptcy, insolvency, fraudulent transfer,

reorganization, moratorium or other similar laws of general application relating

to or affecting the enforcement of creditors' rights generally and (ii) general

principles of equity.

<LI>Accredited Investor</LI>

. The Investor (i) is an "accredited investor"

as that term is defined in Rule 501 of Regulation D and <A NAME="_DV_C58">(ii)

<A NAME="_DV_M123"></A></A>is acquiring the Securities in the ordinary course of

its business, solely for its own account, and not with a view to the public

resale or distribution of all or any part thereof, except pursuant to sales that

are registered under the Securities Act or are exempt from the registration

requirements of the Securities Act and does not have any agreement or

understanding with any person to distribute any of the Securities.

<LI>Information</LI>

. The Company has, prior to the Execution Date, provided

the Investor with<A NAME="_DV_C60"> </A>information regarding the business,

operations and financial condition of the Company and has, prior to the

Execution Date, granted to the Investor the opportunity to ask questions of and

receive satisfactory answers from representatives of the Company, its officers,

directors, employees and agents concerning the Company and materials relating to

the terms and conditions of the purchase and sale of the Securities hereunder,

as the Investor deems relevant in making an informed decision with respect to

its investment in the Securities. The Investor is able to bear the economic risk

of an investment in the Securities and, at the present time, is able to afford a

complete loss of such investment. Neither such information nor any other

investigation conducted by the Investor or any of its representatives shall

modify, amend or otherwise affect the Investor's right to rely on the Company's

representations and warranties contained in this Agreement.

<LI>Limitations on Disposition</LI>

. The Investor acknowledges that, except as provided in

the Registration Rights Agreement, the Securities have not been and are not

being registered under the Securities Act and may not be transferred or resold

without registration under the Securities Act or unless pursuant to an exemption

therefrom.

<LI>Legend</LI>

. The Investor understands that the certificates

representing the Securities may bear at issuance a restrictive legend in

substantially the following form:

"The securities represented by this certificate have not

been registered under the Securities Act of 1933, as amended (the

"Securities Act"), or the securities laws of any state, and may not be

offered, transferred, pledged, hypothecated, sold or otherwise disposed of

unless a registration statement under the Securities Act and applicable state

securities laws shall have become effective with regard thereto, or an exemption

from registration under the Securities Act and applicable state securities laws

is available in connection with such offer or sale."

Notwithstanding the foregoing, it is agreed that, as long as

(A) the resale or transfer (including, without limitation, a pledge) of any of

the Securities is registered pursuant to an effective registration statement and

the holder of such Securities represents in writing to the Company that such

Securities have been or will be sold pursuant to such registration statement or

(B) such Securities have been sold pursuant to Rule 144, subject to receipt by

the Company of customary documentation in connection therewith, or (C) such

Securities are eligible for resale under Rule 144(k) or any successor provision

and the holder thereof represents in writing to the Company that it is eligible

to use such rule for public resales of such Securities, the certificates

representing such Securities shall be issued without any legend or other

restrictive language and, with respect to Securities upon which such legend is

stamped, the Company shall issue new certificates without such legend to the

holder upon request.

<LI>Reliance on Exemptions</LI>

. The Investor understands that the Securities are being

offered and sold to it in reliance upon specific exemptions from the

registration requirements of U.S. federal and state securities laws and that the

Company is relying upon the truth and accuracy of the representations and

warranties of the Investor set forth in this Section 2 in order to

determine the availability of such exemptions and the eligibility of the

Investor to acquire the Securities.

. The Investor will indemnify and hold harmless the

Company from and against any claim against the Company by any person or entity

alleging that, as a result of any agreement or arrangement between such Person

and the Investor with respect to the purchase and sale of the Securities

contemplated hereby, the Company is obligated to pay any compensation, fee, cost

or related expenditure in connection with the purchase and sale of the

Securities contemplated hereby.

<LI>REPRESENTATIONS AND WARRANTIES OF THE COMPANY.</LI>

The Company hereby represents and warrants to the

Investor that, except as (i) expressly set forth in the disclosure

schedules to this Agreement dated as of the Execution Date with specific

reference to the Section or subsection of this Agreement to which information

stated in such disclosure schedule relates or (ii) qualified by disclosure

in the SEC Documents if such qualification is expressly set forth in the

applicable Section and subsection of this Section 3 and to the extent the

qualifying nature of such disclosure is readily apparent on its face, but

excluding any disclosure in such SEC Documents to the extent that it is

predictive, cautionary or forward-looking in nature (it being understood and

agreed that facts underlying any such predictive, cautionary or forward-looking

statements shall not be excluded to the extent those facts are stated in such

SEC Documents and in existence on the date of such SEC Documents), as of the

Execution Date and as of the Closing Date:

<OL>

<LI>Organization, Good Standing and Qualification</LI>

. The Company is duly organized, validly existing and in

good standing under the laws of the jurisdiction of its incorporation or

organization and has all requisite power and authority to carry on its business

as now conducted. The Company is duly qualified to transact business and is in

good standing in each jurisdiction in which it conducts business except where

the failure so to qualify has not had or would not reasonably be expected to

have a Material Adverse Effect. The Company does not have any Subsidiaries.

<LI>Authorization; Consents</LI>

. The Company has the requisite corporate power and

authority to enter into and perform its obligations under the Transaction

Documents, including, without limitation, its obligations to issue and sell the

Securities to the Investor in accordance with the terms hereof and thereof, and

to issue the Warrant Shares upon exercise of the <A NAME="_DV_C59">Warrant.

All</A> corporate action on the part of the Company by its officers, directors

and stockholders necessary for the authorization, execution and delivery of, and

the performance by the Company of its obligations under, the Transaction

Documents has been taken, and no further consent or authorization of the

Company, its Board of Directors, stockholders, any Governmental Authority or

organization (other than such approval as may be required under the Securities

Act and applicable state securities laws in respect of the registration or

qualification of the Registrable Securities (as defined in the Registration

Rights Agreement) required under the Registration Rights Agreement), or any

other Person is required (pursuant to any rule of the FINRA or otherwise).

<LI>Due Execution; Enforceability</LI>

. This Agreement and the Business Collaboration

Agreement have been and, at or prior to the Closing, each other Transaction

Document to be delivered at the Closing will be, duly executed and delivered by

the Company. This Agreement and the Business Collaboration Agreement constitute

and, upon the execution and delivery thereof by the Company, each other

Transaction Document will constitute the valid and legally binding obligation of

the Company, enforceable against it in accordance with its terms, subject to (i)

applicable bankruptcy, insolvency, fraudulent transfer, moratorium,

reorganization or other similar laws of general application relating to or

affecting the enforcement of creditors' rights generally and (ii) general

principles of equity.

<LI>Disclosure Documents; Agreements; Financial Statements; Other

Information</LI>

. The Company is subject to the reporting requirements

of the Exchange Act and has filed with the Commission all reports, schedules,

registration statements and definitive proxy statements that the Company was

required to file with the Commission on or after December 31, 2008

(collectively, the "SEC Documents"). The Company is not aware

of any event occurring or expected to occur on or prior to the Closing Date

(other than the transactions effected hereby and quarterly releases of financial

results) that would require the filing of, or with respect to which the Company

intends to file, a Form 8-K after the Closing. Each SEC Document, as of the

date of the filing thereof with the Commission (or if amended or superseded by a

filing prior to the Execution Date, then on the date of such amending or

superseding filing), complied in all material respects with the requirements of

the Securities Act or Exchange Act, as applicable, and the rules and regulations

promulgated thereunder and, as of the date of such filing (or if amended or

superseded by a filing prior to the Execution Date, then on the date of such

filing), such SEC Document (including all exhibits and schedules thereto and

documents incorporated by reference therein) did not contain an untrue statement

of material fact or omit to state a material fact required to be stated therein

or necessary to make the statements therein, in light of the circumstances under

which they were made, not misleading. All documents required to be filed as

exhibits to the SEC Documents have been filed as required. Except as set forth

in the Disclosure Documents, the Company has no liabilities, contingent or

otherwise, other than liabilities incurred in the ordinary course of business

which, under GAAP, are not required to be reflected in the financial statements

included in the Disclosure Documents and which, individually or in the

aggregate, are not material to the business or financial condition of the

Company. As of their respective dates, the financial statements of the Company

included in the SEC Documents have been prepared in accordance with GAAP (except

(i) as may be otherwise indicated in such financial statements or the notes

thereto, or (ii) in the case of unaudited interim statements, to the extent they

may exclude footnotes or may be condensed or summary statements) and fairly

present in all material respects the financial position of the Company as of the

dates thereof and the results of its operations and cash flows for the periods

then ended (subject, in the case of unaudited statements, to normal year-end

adjustments).

<LI>Due Authorization; Valid Issuance</LI>

. The Shares and the Warrant are duly authorized and,

when issued, sold and delivered in accordance with the terms hereof, (i) the

Shares and the Warrant will be duly and validly issued, and the Shares will be

fully paid and nonassessable; in each case, free and clear of any Liens imposed

by or through the Company, and (ii) assuming the accuracy of the Investor's

representations in this Agreement, the Shares and the Warrant will be issued,

sold and delivered in compliance with all applicable federal and state

securities laws. The Warrant Shares are duly authorized and reserved for

issuance and, when issued in accordance with the terms of the Warrant, will be

duly and validly issued, fully paid and nonassessable, free and clear of any

Liens imposed by or through the Company and, assuming the accuracy of the

Investor's representations in this Agreement at the time of exercise, will be

issued, sold and delivered in compliance with all applicable federal and state

securities laws.

<LI>No Conflict with Other Instruments</LI>

. <A NAME="_DV_C71">The Company is not in violation of

any provisions of its charter, bylaws or any other governing document or in

default (and no event has occurred which, with notice or lapse of time or both,

would constitute a default) under any provision of any instrument or contract to

which it is a party or by which it or any of its Property is bound, or in

violation of any provision of any Governmental Requirement applicable to it,

except for any violation or default under any such instrument or contract or any

violation of any provision of

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