THIS WARRANT (THIS "WARRANT") AND THEUNDERLYING SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT have not beenregistered under the Securities Act of 1933, as amended (the "SECURITIESAct"), or the securities laws of any state, and may not be offered,transferred, pledged, hypothecated, sold or otherwise disposed of unless aregistration statement under the Securities Act and applicable state securitieslaws shall have become effective with regard thereto, or an exemption fromregistration under the Securities Act and applicable state securities laws isavailable 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 fromthe 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 priceper 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 orafter the date hereof to and including 11:59 P.M. Seattle Time on June 22, 2012(the "Expiration Date"), all subject to the terms, conditionsand adjustments herein set forth.  The number of Warrant Shares and the ExercisePrice shall be subject to further adjustment in accordance with Section5.

This Warrant is issued pursuant to the Securities PurchaseAgreement (the "Securities Purchase Agreement") by and betweenthe Initial Holder and the Company, dated as of the date hereof, and the InitialHolder and the Company are each parties to the Registration Rights Agreement(the "Registration Rights Agreement"), dated as of the datehereof, a copy of each of which is on file at the principal office of theCompany.  Accordingly, the Warrantholder shall be entitled to all of thebenefits and bound by all of the applicable obligations set forth in theSecurities Purchase Agreement and the Registration Rights Agreement.  Anycapitalized terms used herein and not otherwise defined shall have the meaningsascribed to such terms in the Securities Purchase Agreement.

Exercise or Conversion of this Warrant
. 

Exercise of Warrant
.  Subject to the terms andconditions set forth herein, this Warrant may be exercised, in whole or in part,by the Warrantholder by: (i) 
thedelivery of this Warrant to the Company, with a duly executed Exercise Form inthe form attached as Exhibit A hereto (the "ExerciseForm") specifying the number of Warrant Shares to be purchased, priorto the Expiration Date
; and (ii) the delivery of payment to the Company,for the account of the Company, by cash, by wire transfer of immediatelyavailable funds or by certified or bank cashier's check, of the Exercise Pricefor the number of Warrant Shares specified in the Exercise Form in lawful moneyof the United States of America.  The Company agrees that such Warrant Sharesshall be deemed to be issued to the Warrantholder as the record holder of suchWarrant Shares as of the close of business on the date on which this Warrantshall have been surrendered and payment made for such Warrant Shares asaforesaid.

Conversion of Warrant
.

1.2.1.	Right to Convert.  If and only if at thetime of exercise there is not then effective a registration statement filedunder the Securities Act registering the resale of the Warrant Shares issuableon exercise hereof, then in addition to, and without limiting, the other rightsof the Warrantholder hereunder, the Warrantholder shall have the right (the"Conversion Right") to convert this Warrant or any part hereofinto Warrant Shares at any time and from time to time prior to the ExpirationDate.  Upon exercise of the Conversion Right, the Company shall deliver to theWarrantholder, without payment by the Warrantholder of any Exercise Price or anycash or other consideration, that number of Warrant Shares computed using thefollowing formula:

			X   =   Y (A-B)
                        		     A          

	Where:     	X  = 	The number of Warrant Shares tobe issued to the Warrantholder

Y  = 	The number of Warrant Shares purchasable pursuant tothis Warrant at such time or such lesser number of Warrant Shares as may beselected by the Warrantholder in the Notice of Conversion (as definedherein)

A  = 	The Market Price (as such term is defined in theSecurities Purchase Agreement) as of the Conversion Date 

B  = 	The Exercise Price

1.2.2.	Method of Conversion. The Conversion Rightmay be exercised by the Warrantholder by the surrender of this Warrant to theCompany, together with a duly executed Notice of Conversion in the form attachedas Exhibit B hereto (the "Notice of Conversion")specifying that the Warrantholder intends to exercise the Conversion Right andindicating the number of Warrant Shares to be acquired upon exercise of theConversion Right. Such conversion shall be effective upon the Company's receiptof this Warrant, together with the Notice of Conversion, or on such later dateas is specified in the Notice of Conversion (the "ConversionDate"). Certificates for the Warrant Shares so acquired shall bepromptly 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 forcancellation, deliver a new Warrant evidencing the rights of the Warrantholderto purchase the remaining Warrant Shares which new Warrant shall in all otherrespects be identical to this Warrant.  

Warrant Shares Certificate
.  A stockcertificate or certificates for the Warrant Shares specified in the ExerciseForm or Notice of Conversion, as the case may be, shall be promptly delivered tothe Warrantholder, in any event not to exceed three (3) Business Days afterreceipt of such Exercise Form or the Conversion Date, as the case may be, andreceipt of payment of the purchase price, if any ("
DeliveryDate
").  If this Warrant shall have been exercised or converted only inpart, the Company shall, at the time of delivery of the stock certificate orcertificates, deliver to the Warrantholder a new Warrant evidencing the rightsto purchase the remaining Warrant Shares, which new Warrant shall in all otherrespects be identical to this Warrant.  

Payment of Taxes
.  The issuance of certificatesfor Warrant Shares shall be made without charge to the Warrantholder for anystock transfer or other issuance tax or other incidental expense of issuance;
provided
, 
however
, that the Warrantholder shall be required to payany and all taxes which may be payable in respect of any transfer involved inthe issuance and delivery of any certificate in a name other than that of theWarrantholder as reflected upon the books of the Company.

Fractional Shares
.  No fractional shares of CommonStock or scrip shall be issued to the Warrantholder in connection with theexercise or conversion of this Warrant.  Instead of any fractional shares ofCommon Stock that would otherwise be issuable to the Warrantholder, the Companywill pay to the Warrantholder a cash adjustment in respect of such fractionalinterest in an amount equal to the product of such fractional interest and theMarket Price as of the date of receipt of such Exercise Form or the ConversionDate, as the case may be.

Duration
.

	This Warrant shall expire and no longer be exercisable orconvertible into Warrant Shares, and its provisions shall have no further forceor effect, whether or not any portion thereof has been previously exercised orconverted, upon the earlier to occur of (i) the first date upon which thisWarrant has been exercised for or converted into the maximum amount of WarrantShares available for issuance upon an exercise or conversion of this Warrant atsuch time, (ii) the last day of the Notice Period as provided in Section7 with respect to all Warrant Shares subject to redemption and (iii) theExpiration Date.

Loss or Destruction of this Warrant
.

Upon receipt by the Company of evidence reasonablysatisfactory to it of the loss, theft, destruction or mutilation of this Warrantand, in the case of loss, theft or destruction, of such indemnification as theCompany may reasonably require, and, in the case of such mutilation, uponsurrender and cancellation of this Warrant, the Company will execute and delivera new Warrant of like tenor.

Ownership of this Warrant
.

The Company may deem and treat the person in whose name thisWarrant is registered as the holder and owner hereof (notwithstanding anynotations 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, otherthan a transfer pursuant to Section 6.

CertainAdjustments.

The number of Warrant Sharespurchasable upon the exercise of this Warrant and the Exercise Price shall besubject to adjustment as follows:

Stock Dividends, etc
.  If at any time after thedate of the issuance of this Warrant and prior to the Expiration Date (i) theCompany shall fix a record date for the issuance of any stock dividend payablein shares of Common Stock or (ii) the number of shares of Common Stock shallhave 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 Stockentitled to receive such dividend or immediately after the effective date ofsuch subdivision or split up, as the case may be, the number of shares to bedelivered upon exercise or conversion of this Warrant will be increased so thatthe Warrantholder will be entitled to receive the number of shares of CommonStock that such Warrantholder would have owned immediately following such actionhad this Warrant been exercised or converted in full immediately prior thereto.The Exercise Price payable upon the exercise of this Warrant shall be adjustedby multiplying such Exercise Price immediately prior to such adjustment by afraction, of which the numerator shall be the number of Warrant Sharespurchasable upon the exercise of this Warrant immediately prior to suchadjustment, and of which the denominator shall be the number of Warrant Sharespurchasable immediately thereafter.  Notwithstanding the foregoing, in nocircumstance shall the Exercise Price be reduced to less than the par value of ashare of Common Stock.  

Combination of Stock
.  If the number of shares ofCommon Stock outstanding at any time after the date of the issuance of thisWarrant shall have been decreased by a combination of the outstanding shares ofCommon Stock, then, immediately after the effective date of such combination,the number of shares of Common Stock to be delivered upon exercise or conversionof this Warrant will be decreased so that the Warrantholder thereafter will beentitled to receive the number of shares of Common Stock that such Warrantholderwould have owned immediately following such action had this Warrant beenexercised or converted in full immediately prior thereto
.The Exercise Price payable upon the exercise of this Warrant shall be adjustedby multiplying such Exercise Price immediately prior to such adjustment by afraction, of which the numerator shall be the number of Warrant Sharespurchasable upon the exercise of this Warrant immediately prior to suchadjustment, and of which the denominator shall be the number of Warrant Sharespurchasable immediately thereafter.  Notwithstanding the foregoing, in nocircumstance shall the Exercise Price be reduced to less than the par value of ashare of Common Stock.  

Reorganization, Merger, etc
.	In the event of amerger, consolidation, business combination, tender offer, exchange of shares,recapitalization, reorganization, redemption or other similar event, as a resultof which the class of shares of Common Stock shall be changed into the same or adifferent number of shares of the same or another class or classes of stock orsecurities or other assets of the Company or another entity or the Company shallsell all or substantially all of its assets (each of the foregoing being a"Major Transaction"), the Company will give the Warrantholder at leastfifteen (15) Business Days written notice prior to the earlier of (a) theclosing or effectiveness of such Major Transaction and (b) the record date forthe receipt of such shares of stock or securities or other assets, and: (i) theWarrantholder shall be permitted to exercise this Warrant in whole or in part atany time prior to the record date for the receipt of such consideration andshall be entitled to receive, for each share of Common Stock issuable to theWarrantholder upon such exercise, the same per share consideration payable tothe other holders of Common Stock in connection with such Major Transaction, and(ii) if and to the extent that the Warrantholder retains any portion of thisWarrant following such record date, the Company will cause the surviving or, inthe event of a sale of assets, purchasing entity, as a condition precedent tosuch Major Transaction, to assume the obligations of the Company under thisWarrant, with such adjustments to the Exercise Price and the securities coveredhereby as may be reasonably determined in good faith by the Board of Directorsto be necessary in order to preserve the economic benefits of this Warrant tothe Warrantholder.

Notice of Adjustments
.  Whenever the number ofWarrant Shares or the Exercise Price of such Warrant Shares is adjusted, asherein provided, the Company shall promptly mail by first class, postageprepaid, to the Warrantholder, notice of such adjustment or adjustments settingforth in reasonable detail the number of Warrant Shares and the Exercise Priceof such Warrant Shares after such adjustment, a brief statement of the factsrequiring such adjustment, and the computation by which such adjustment wasmade.

No Impairment
.  The Company shall not, byamendment of its certificate of incorporation or through any reorganization,recapitalization, transfer of assets, consolidation, merger, dissolution,issuance or sale of securities or any other voluntary action, avoid or seek toavoid the observance or performance of any of the terms to be observed orperformed hereunder by the Company, but shall at all times in good faith assistin the carrying out of all the provisions of this 
Section 5
 and in thetaking of all such action as may be necessary or appropriate in order to protectthe rights of the Warrantholder against impairment.

Transfers
.

	This Warrant and the Warrant Shares issued upon theexercise thereof may be transferred only in compliance with Section 4.4 of theSecurities Purchase Agreement and the other restrictions on transfer set forthin the Registration Rights Agreement.  Subject to such restrictions, the Companyshall transfer this Warrant from time to time upon the books to be maintained bythe Company for that purpose, upon surrender hereof for transfer, properlyendorsed or accompanied by appropriate instructions for transfer and such otherdocuments as may be reasonably required by the Company, including, if requiredby the Company, an opinion of its counsel reasonably satisfactory to the Companyto the effect that such transfer is exempt from the registration requirements ofthe Act, to establish that such transfer is being made in accordance with theterms hereof, and a new Warrant shall be issued to the transferee and thesurrendered Warrant shall be canceled by the Company.

	Upon such transfer or other disposition, theWarrantholder shall deliver this Warrant to the Company together with a writtennotice to the Company, substantially in the form of the Transfer Notice in theform attached hereto as Exhibit C (the "Transfer Notice"),indicating the person or persons to whom this Warrant shall be transferred and,if less than all of this Warrant is transferred, the number of Warrant Shares tobe covered by the part of this Warrant to be transferred to each such person.Within three (3) Business Days of receiving a Transfer Notice and the originalof this Warrant, the Company shall deliver to the each transferee designated bythe Warrantholder a Warrant or Warrants of like tenor and terms for theappropriate number of Warrant Shares and, if less than all this Warrant istransferred, shall deliver to the Warrantholder a Warrant for the remainingnumber of Warrant Shares.

Company Call Right
. 

	Notwithstanding any other provision contained in thisWarrant to the contrary, in the event that the average closing bid prices pershare of Common Stock, as quoted on the Nasdaq Global Market (or such otherexchange or stock market on which the Common Stock may then be listed or quoted)over a period of 20 consecutive Trading Days, as defined in the SecuritiesPurchase Agreement, ending on or after the sixth (6th)-monthanniversary of the date hereof, exceeds 400% of the Exercise Price then ineffect, thereafter the Company, upon fifteen (15) Business Days priorwritten notice (the "Notice Period") ending at 11:59 P.M.(Seattle time) on the fifteenth (15th) Business Day (not counting theday such notice is given) given to the Warrantholder within ten (10) BusinessDays of the end of such 20 consecutive Trading Day period, may call the Warrant,in whole or in part, at a redemption price equal to $0.01 per share of CommonStock then purchasable pursuant to the Warrant called for redemption providedthat (a) at all times during the Notice Period, there is an effectiveregistration statement filed under the Securities Act registering the resale ofthe Warrant Shares issuable on exercise hereof; (b) the Warrantholder shallhave the right to exercise this Warrant prior to the end of the Notice Periodand (c) if the Warrantholder is Max Display Enterprises Limited or an Affiliateof Walsin Lihwa at the time, the written notice shall be given by the Company tothe Warrantholder by both electronic mail and an international overnight courierat the address set forth in Section 8.5 hereof.

Miscellaneous
.

Entire Agreement
.  This Warrant constitutes theentire agreement between the parties with regard to the subject matter hereof,superseding all prior agreements or understandings, whether written or oral,between or among the parties.  Except as expressly provided herein, neither thisWarrant nor any term hereof may be amended except pursuant to a writteninstrument executed by the Company and holders of at least a majority of theWarrant Shares and no provision hereof may be waived other than by a writteninstrument signed by the party against whom enforcement of any such waiver issought.  Any waiver or consent shall be effective only in the specific instanceand for the specific purpose for which it is given.

Binding Effects; Benefits
.  This Warrant shallinure to the benefit of and shall be binding upon the Company and theWarrantholder and their respective heirs, legal representatives, successors andassigns.  Nothing in this Warrant, expressed or implied, is intended to or shallconfer on any person other than the Company and the Warrantholder, or theirrespective heirs, legal representatives, successors or assigns, any rights,remedies, obligations or liabilities under or by reason of thisWarrant.

Amendment; Waiver
.  Any term of this Warrant maybe amended or waived upon the written consent of the Company and theWarrantholder.  If, at any time, any portion of this Warrant has beentransferred in accordance with 
Section 6
 above such that there are two ormore warrants outstanding, any term of this Warrant and any other warrantsissued pursuant to any such permitted transfers may be amended or waived uponthe written consent of the Company and the holders of such warrants (includingthis Warrant) representing a majority of the aggregate Warrant Shares issuableupon the exercise or conversion thereof at such time. 

Section and Other Headings
.  The headings used inthis Warrant are used for convenience only and are not to be considered inconstruing or interpreting this Warrant.

Notices
.  Any notice, demand or request requiredor permitted to be given by the Company or the Warrantholder pursuant to theterms of this Warrant shall be in writing and shall be deemed delivered (i) whendelivered personally or by verifiable facsimile transmission or electronic mail,unless such delivery is made on a day that is not a Business Day, in which casesuch delivery will be deemed to be made on the next succeeding Business Day and(ii) on the third (3
rd
) Business Day after timely delivery to aninternational overnight courier, addressed as follows:

(a)	if to the Company, addressed to:

Microvision, Inc.

6222 185th Avenue NE

Redmond, WA 98052

Attn:	General Counsel

Tel:	(425) 415-6847

Fax:	(425) 936-4411

with a copyto:

Ropes & Gray LLP

One International Place

Boston, MA  02110

Attn:	Joel F. Freedman

Tel:	(617) 951-7000

Fax:	(617) 951-7050

(b)	if to the Warrantholder, addressed to:

Max Display Enterprises Limited

c/o Walsin Lihwa Corporation

11F, No. 411

Rueiguang Road, Neihu

Taipei 114

Taiwan, R.O.C.

Attn:	Jeff Chen and Sandy Yu

Tel:	886-2-2799-2211 x 6221 (Jeff Chen) / x 6136 (SandyYu)

Fax:	886-2-2799-8980

with a copy (which shall not constitute notice) to:

Simpson Thacher & Bartlett LLP

ICBC Tower - 35th Floor

3 Garden Road, Central

Hong Kong

Attn:  Chris K. H. Lin

Tel:	(852) 2514-7600

Fax:	(852) 2869-7694

Severability
.  In the event that any provision ofthis Warrant becomes or is declared by a court of competent jurisdiction to beillegal, unenforceable or void, this Warrant shall continue in full force andeffect without said provision; 
provided
 that in such case the partiesshall negotiate in good faith to replace such provision with a new provisionwhich is not illegal, unenforceable or void, as long as such new provision doesnot materially change the economic benefits of this Warrant to theparties.

Governing Law
.  This Warrant shall be governed byand construed under the laws of the State of Washington applicable to contractsmade and to be performed entirely within the State of Washington.  Each partyhereby irrevocably submits to the non-exclusive jurisdiction of the state andfederal courts sitting in 
the State of Washington 
for theadjudication of any dispute hereunder or in connection herewith or with anytransaction contemplated hereby and hereby irrevocably waives, and agrees not toassert in any such suit, action or proceeding, any claim that it is notpersonally subject to the jurisdiction of any such court, that such suit, actionor proceeding is brought in an inconvenient forum or that the venue of suchsuit, action or proceeding is improper.  Each party hereby irrevocably waivespersonal service of process and consents to process being served in any suchsuit, action or proceeding by mailing a copy thereof to such party at theaddress in effect for notices to it under this Warrant and agrees that suchservice shall constitute good and sufficient service of process and noticethereof.  Nothing contained herein shall be deemed to limit in any way any rightto serve process in any manner permitted by law.

No Rights or Liabilities as Stockholder
.  Nothingcontained in this Warrant shall be determined as conferring upon theWarrantholder any rights as a stockholder of the Company or as imposing anyliabilities on the Warrantholder to purchase any securities whether suchliabilities are asserted by the Company or by creditors or stockholders of theCompany or otherwise.

[Remainder of page intentionally left blank; signature pagefollows]

IN WITNESS WHEREOF, the Company has caused this Warrant to besigned by its duly authorized officer as of the date first abovewritten.

MICROVISION, INC.

 

By:  /s/ Jeff T. Wilson______________

Name:  Jeff T. Wilson

Title:  Chief Financial Officer

 

 

ACCEPTED AND AGREED:

MAX DISPLAY ENTERPRISES LIMITED   
By:__/s/ Chiao Yu Lon___________
	Name:  Chiao Yu Lon
	Title:  Director
EXHIBIT A

FORM OF NOTICE OF EXERCISE

	To:	Microvision, Inc. ("theCompany")

1.	The undersigned hereby elects to purchase __________shares of the Common Stock of the Company (the "Common Stock")pursuant to the terms of the Warrant, dated as of June 22, 2009 (the"Warrant") and tenders herewith payment of the purchase priceof such shares in full.

2.	Please issue orcause to be issued a certificate or certificates representing said shares in thename of the undersigned.

3.	The undersignedhereby represents and warrants to the Company that it is the registered andbeneficial owner of the portion of the Warrant which is the subject of thisNotice of Exercise.

4.	The undersigned acknowledges that each certificate forCommon Stock issued upon exercise of the Warrant may bear a legend in accordancewith Section 2.5 of the Securities Purchase Agreement, dated as of June 22, 2009by and between the Company and Max Display Enterprises Limited.

5.	Solely with respect to the sharesof Common Stock being received pursuant to this Notice of Exercise, therepresentations and warranties of the Warrantholder, in its capacity as the"Purchaser", contained in the Securities Purchase Agreement are herebyrepeated at and as of the time of delivery hereof and are true and correct inall respects at and as of the time of delivery hereof.
6.	The undersigned hereby agrees that the restrictions ontransfer described in Section 6 of the Warrant shall survive any and allexercises of the Warrant and shall be applicable to any and all of the shares ofCommon Stock issued on exercise thereof.

													
							(Name of RegisteredOwner)

													
							(Signature of Registered Owner)

													
							(Street Address)

													
							(City)              (State)              (ZipCode)

							Date:  _____________________

EXHIBIT B

FORM OF NOTICE OF CONVERSION

	To:	Microvision, Inc. ("the Company")

1.	The undersigned registered owner irrevocablyelects to surrender the Warrant, dated as of June 22, 2009 (the"Warrant"), for the number of shares of Common Stock of theCompany ("Common Stock") as shall be issuable pursuant to theconversion right provisions of Section 1.2 of the Warrant, in respect of _____shares of Common Stock underlying the Warrant.
2.	Please issue or cause to be issued a certificate or certificatesrepresenting said shares in the name of the undersigned, and return cash to theundersigned for any fractional shares.
3.	The undersigned hereby represents and warrants to the Company that itis the registered and beneficial owner of the portion of the Warrant which isthe subject of this Notice of Conversion.

4.	The undersigned acknowledges that each certificate for Common Stockissued upon exercise of the Warrant may bear a legend in accordance with Section2.5 of the Securities Purchase Agreement, dated as of June 22, 2009 by andbetween the Company and Max Display Enterprises Limited.

5.	The undersigned hereby agrees that the restrictions on transferdescribed in Section 6 of the Warrant shall survive any and all exercises of theWarrant and shall be applicable to any and all of the shares of Common Stockissued on exercise thereof.

													
							(Name of RegisteredOwner)

													
						(Signature of Registered Owner)

													
						(Street Address)

													
							(City)(State)              (Zip Code)

							

							Date:_____________________

EXHIBIT C

FORM OF TRANSFER NOTICE

To:	Microvision, Inc. ("the Company")

FOR VALUE RECEIVED, the undersigned Warrantholder of theattached Warrant hereby sells, assigns and transfers unto the person or personsnamed below the right to purchase shares of the Common Stock of [] evidenced by the attached Warrant. 

Date:                          

 

Name of Registered Warrantholder

		

	

By:	 	 

Name:

Title:

Transferee Name and Address:

______________________________________________________

______________________________________________________

______________________________________________________