COMMON STOCK PURCHASE WARRANT

Warrant Agreement

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MICROVISION INC

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

COMMON STOCK PURCHASE WARRANT, Parties: microvision inc

THIS WARRANT (THIS "WARRANT") AND THE

UNDERLYING SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT 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.

Warrant No. 120	Date of Issuance: June 22, 2009

________________________________________

MICROVISION, INC.

COMMON STOCK PURCHASE WARRANT

_________________________________________

This certifies that, for good and valuable consideration,

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

grants to the holder of this Warrant (the "Warrantholder"),

which on the date hereof shall be Max Display Enterprises Limited (the

"Initial Holder"), the right to subscribe for and purchase from

the Company 2,019,060 validly issued, fully paid and nonassessable shares (the

"Warrant Shares") of the Company's Common Stock, par value

$0.001 per share (the "Common Stock"), at the purchase price

per share of $2.1850 (as adjusted pursuant to the provisions of this Warrant,

the "Exercise Price"), at any time and from time to time on or

after the date hereof to and including 11:59 P.M. Seattle Time on June 22, 2012

(the "Expiration Date"), all subject to the terms, conditions

and adjustments herein set forth. The number of Warrant Shares and the Exercise

Price shall be subject to further adjustment in accordance with Section

5.

This Warrant is issued pursuant to the Securities Purchase

Agreement (the "Securities Purchase Agreement") by and between

the Initial Holder and the Company, dated as of the date hereof, and the Initial

Holder and the Company are each parties to the Registration Rights Agreement

(the "Registration Rights Agreement"), dated as of the date

hereof, a copy of each of which is on file at the principal office of the

Company. Accordingly, the Warrantholder shall be entitled to all of the

benefits and bound by all of the applicable obligations set forth in the

Securities Purchase Agreement and the Registration Rights Agreement. Any

capitalized terms used herein and not otherwise defined shall have the meanings

ascribed to such terms in the Securities Purchase Agreement.

<OL>

<LI>Exercise or Conversion of this Warrant. </LI>

<OL>

<LI>Exercise of Warrant. Subject to the terms and

conditions set forth herein, this Warrant may be exercised, in whole or in part,

by the Warrantholder by: (i) <A NAME="OLE_LINK1"><A NAME="OLE_LINK2">the

delivery of this Warrant to the Company, with a duly executed Exercise Form in

the form attached as Exhibit A hereto (the "Exercise

Form") specifying the number of Warrant Shares to be purchased, prior

to the Expiration Date</A></A>; and (ii) the delivery of payment to the Company,

for the account of the Company, by cash, by wire transfer of immediately

available funds or by certified or bank cashier's check, of the Exercise Price

for the number of Warrant Shares specified in the Exercise Form in lawful money

of the United States of America. The Company agrees that such Warrant Shares

shall be deemed to be issued to the Warrantholder as the record holder of such

Warrant Shares as of the close of business on the date on which this Warrant

shall have been surrendered and payment made for such Warrant Shares as

aforesaid.</LI>

<LI>Conversion of Warrant.</LI>

1.2.1.	Right to Convert. If and only if at the

time of exercise there is not then effective a registration statement filed

under the Securities Act registering the resale of the Warrant Shares issuable

on exercise hereof, then in addition to, and without limiting, the other rights

of the Warrantholder hereunder, the Warrantholder shall have the right (the

"Conversion Right") to convert this Warrant or any part hereof

into Warrant Shares at any time and from time to time prior to the Expiration

Date. Upon exercise of the Conversion Right, the Company shall deliver to the

Warrantholder, without payment by the Warrantholder of any Exercise Price or any

cash or other consideration, that number of Warrant Shares computed using the

following formula:

X = Y (A-B)

A

Where: 	X = 	The number of Warrant Shares to

be issued to the Warrantholder

Y = 	The number of Warrant Shares purchasable pursuant to

this Warrant at such time or such lesser number of Warrant Shares as may be

selected by the Warrantholder in the Notice of Conversion (as defined

herein)

A = 	The Market Price (as such term is defined in the

Securities Purchase Agreement) as of the Conversion Date

B = 	The Exercise Price

1.2.2.	Method of Conversion. The Conversion Right

may be exercised by the Warrantholder by the surrender of this Warrant to the

Company, together with a duly executed Notice of Conversion in the form attached

as Exhibit B hereto (the "Notice of Conversion")

specifying that the Warrantholder intends to exercise the Conversion Right and

indicating the number of Warrant Shares to be acquired upon exercise of the

Conversion Right. Such conversion shall be effective upon the Company's receipt

of this Warrant, together with the Notice of Conversion, or on such later date

as is specified in the Notice of Conversion (the "Conversion

Date"). Certificates for the Warrant Shares so acquired shall be

promptly delivered to the Warrantholder, in any event not to exceed three (3)

Business Days after the Conversion Date in accordance with Section 1.3.

If applicable, the Company shall, upon surrender of this Warrant for

cancellation, deliver a new Warrant evidencing the rights of the Warrantholder

to purchase the remaining Warrant Shares which new Warrant shall in all other

respects be identical to this Warrant.

<LI>Warrant Shares Certificate. A stock

certificate or certificates for the Warrant Shares specified in the Exercise

Form or Notice of Conversion, as the case may be, shall be promptly delivered to

the Warrantholder, in any event not to exceed three (3) Business Days after

receipt of such Exercise Form or the Conversion Date, as the case may be, and

receipt of payment of the purchase price, if any ("Delivery

Date"). If this Warrant shall have been exercised or converted only in

part, the Company shall, at the time of delivery of the stock certificate or

certificates, deliver to the Warrantholder a new Warrant evidencing the rights

to purchase the remaining Warrant Shares, which new Warrant shall in all other

respects be identical to this Warrant. </LI>

<LI>Payment of Taxes. The issuance of certificates

for Warrant Shares shall be made without charge to the Warrantholder for any

stock transfer or other issuance tax or other incidental expense of issuance;

provided, however, that the Warrantholder shall be required to pay

any and all taxes which may be payable in respect of any transfer involved in

the issuance and delivery of any certificate in a name other than that of the

Warrantholder as reflected upon the books of the Company.</LI>

<LI>Fractional Shares. No fractional shares of Common

Stock or scrip shall be issued to the Warrantholder in connection with the

exercise or conversion of this Warrant. Instead of any fractional shares of

Common Stock that would otherwise be issuable to the Warrantholder, the Company

will pay to the Warrantholder a cash adjustment in respect of such fractional

interest in an amount equal to the product of such fractional interest and the

Market Price as of the date of receipt of such Exercise Form or the Conversion

Date, as the case may be.</LI></OL>

<LI>Duration.</LI>

This Warrant shall expire and no longer be exercisable or

convertible into Warrant Shares, and its provisions shall have no further force

or effect, whether or not any portion thereof has been previously exercised or

converted, upon the earlier to occur of (i) the first date upon which this

Warrant has been exercised for or converted into the maximum amount of Warrant

Shares available for issuance upon an exercise or conversion of this Warrant at

such time, (ii) the last day of the Notice Period as provided in Section

7 with respect to all Warrant Shares subject to redemption and (iii) the

Expiration Date.

<LI>Loss or Destruction of this Warrant.</LI>

Upon receipt by the Company of evidence reasonably

satisfactory to it of the loss, theft, destruction or mutilation of this Warrant

and, in the case of loss, theft or destruction, of such indemnification as the

Company may reasonably require, and, in the case of such mutilation, upon

surrender and cancellation of this Warrant, the Company will execute and deliver

a new Warrant of like tenor.

<LI>Ownership of this Warrant.</LI>

The Company may deem and treat the person in whose name this

Warrant is registered as the holder and owner hereof (notwithstanding any

notations of ownership or writing thereon made by anyone other than the Company)

for all purposes and shall not be affected by any notice to the contrary, other

than a transfer pursuant to Section 6.

<LI><A NAME="_Ref49058377">Certain

Adjustments.</A></LI>

<OL>

<LI><A NAME="_Ref49058660">The number of Warrant Shares

purchasable upon the exercise of this Warrant and the Exercise Price shall be

subject to adjustment as follows:</A></LI>

<OL>

<LI>Stock Dividends, etc. If at any time after the

date of the issuance of this Warrant and prior to the Expiration Date (i) the

Company shall fix a record date for the issuance of any stock dividend payable

in shares of Common Stock or (ii) the number of shares of Common Stock shall

have been increased by a subdivision or split-up of shares of Common Stock,

then, on the record date fixed for the determination of holders of Common Stock

entitled to receive such dividend or immediately after the effective date of

such subdivision or split up, as the case may be, the number of shares to be

delivered upon exercise or conversion of this Warrant will be increased so that

the Warrantholder will be entitled to receive the number of shares of Common

Stock that such Warrantholder would have owned immediately following such action

had this Warrant been exercised or converted in full immediately prior thereto.

The Exercise Price payable upon the exercise of this Warrant shall be adjusted

by multiplying such Exercise Price immediately prior to such adjustment by a

fraction, of which the numerator shall be the number of Warrant Shares

purchasable upon the exercise of this Warrant immediately prior to such

adjustment, and of which the denominator shall be the number of Warrant Shares

purchasable immediately thereafter. Notwithstanding the foregoing, in no

circumstance shall the Exercise Price be reduced to less than the par value of a

share of Common Stock. </LI>

<LI>Combination of Stock. If the number of shares of

Common Stock outstanding at any time after the date of the issuance of this

Warrant shall have been decreased by a combination of the outstanding shares of

Common Stock, then, immediately after the effective date of such combination,

the number of shares of Common Stock to be delivered upon exercise or conversion

of this Warrant will be decreased so that the Warrantholder thereafter will be

entitled to receive the number of shares of Common Stock that such Warrantholder

would have owned immediately following such action had this Warrant been

exercised or converted in full immediately prior thereto<A NAME="OLE_LINK9">.

The Exercise Price payable upon the exercise of this Warrant shall be adjusted

by multiplying such Exercise Price immediately prior to such adjustment by a

fraction, of which the numerator shall be the number of Warrant Shares

purchasable upon the exercise of this Warrant immediately prior to such

adjustment, and of which the denominator shall be the number of Warrant Shares

purchasable immediately thereafter. Notwithstanding the foregoing, in no

circumstance shall the Exercise Price be reduced to less than the par value of a

share of Common Stock. </A> </LI>

<LI>Reorganization, Merger, etc.	In the event of a

merger, consolidation, business combination, tender offer, exchange of shares,

recapitalization, reorganization, redemption or other similar event, as a result

of which the class of shares of Common Stock shall be changed into the same or a

different number of shares of the same or another class or classes of stock or

securities or other assets of the Company or another entity or the Company shall

sell all or substantially all of its assets (each of the foregoing being a

"Major Transaction"), the Company will give the Warrantholder at least

fifteen (15) Business Days written notice prior to the earlier of (a) the

closing or effectiveness of such Major Transaction and (b) the record date for

the receipt of such shares of stock or securities or other assets, and: (i) the

Warrantholder shall be permitted to exercise this Warrant in whole or in part at

any time prior to the record date for the receipt of such consideration and

shall be entitled to receive, for each share of Common Stock issuable to the

Warrantholder upon such exercise, the same per share consideration payable to

the other holders of Common Stock in conne

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