<P ALIGN="JUSTIFY">THIS WARRANT (THIS "<U>WARRANT</U>") AND THE
UNDERLYING SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT have not been
registered under the Securities Act of 1933, as amended (the "<U>SECURITIES
Act</U>"), 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.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Warrant No. 120	Date of Issuance: June 22, 2009</P>
<P ALIGN="CENTER">________________________________________</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">MICROVISION, INC.</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">COMMON STOCK PURCHASE WARRANT</P>
<P ALIGN="CENTER">_________________________________________</P>
<P ALIGN="CENTER"></P>
<P ALIGN="JUSTIFY">This certifies that, for good and valuable consideration,
Microvision, Inc., a Delaware corporation (the "<U>Company</U>"),
grants to the holder of this Warrant (the "<U>Warrantholder</U>"),
which on the date hereof shall be Max Display Enterprises Limited (the
"<U>Initial Holder</U>"), the right to subscribe for and purchase from
the Company 2,019,060 validly issued, fully paid and nonassessable shares (the
"<U>Warrant Shares</U>") of the Company's Common Stock, par value
$0.001 per share (the "<U>Common Stock</U>"), at the purchase price
per share of $2.1850 (as adjusted pursuant to the provisions of this Warrant,
the "<U>Exercise Price</U>"), 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 "<U>Expiration Date</U>"), 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 <U>Section
5</U>.</P>
<P ALIGN="JUSTIFY">This Warrant is issued pursuant to the Securities Purchase
Agreement (the "<U>Securities Purchase Agreement</U>") 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 "<U>Registration Rights Agreement</U>"), 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.</P>
<OL>

<OL>

<U><P ALIGN="JUSTIFY"><LI>Exercise or Conversion of this Warrant</U>. </LI></P>
<OL>

<U><P ALIGN="JUSTIFY"><LI>Exercise of Warrant</U>.  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 <U>Exhibit A</U> hereto (the "<U>Exercise
Form</U>") 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></P>
<U><P ALIGN="JUSTIFY"><LI>Conversion of Warrant</U>.</LI></P>
<P ALIGN="JUSTIFY">1.2.1.	<U>Right to Convert</U>.  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
"<U>Conversion Right</U>") 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:</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">			X   =   <U>Y (A-B)</P>
</U><P ALIGN="JUSTIFY">                        		     A          </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">	Where:     	X  = 	The number of Warrant Shares to
be issued to the Warrantholder</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">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)</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">A  = 	The Market Price (as such term is defined in the
Securities Purchase Agreement) as of the Conversion Date </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">B  = 	The Exercise Price</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">1.2.2.	<U>Method of Conversion</U>. 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 <U>Exhibit B</U> hereto (the "<U>Notice of Conversion</U>")
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 "<U>Conversion
Date</U>"). 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 <U>Section 1.3</U>.
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.  </P>
<FONT FACE="Courier New" SIZE=2>
</FONT><U><P ALIGN="JUSTIFY"><LI>Warrant Shares Certificate</U>.  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 ("<U>Delivery
Date</U>").  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></P>
<U><P ALIGN="JUSTIFY"><LI>Payment of Taxes</U>.  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;
<U>provided</U>, <U>however</U>, 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></P>
<U><P ALIGN="JUSTIFY"><LI>Fractional Shares</U>.  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></P></OL>

<U><P ALIGN="JUSTIFY"><LI>Duration</U>.</LI></P>
<P ALIGN="JUSTIFY">	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 <U>Section
7</U> with respect to all Warrant Shares subject to redemption and (iii) the
Expiration Date.</P>
<U><P ALIGN="JUSTIFY"><LI>Loss or Destruction of this Warrant</U>.</LI></P>
<P ALIGN="JUSTIFY">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.</P>
<U><P ALIGN="JUSTIFY"><LI>Ownership of this Warrant</U>.</LI></P>
<P ALIGN="JUSTIFY">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 <U>Section 6</U>.</P>
<P ALIGN="JUSTIFY"><LI><A NAME="_Ref49058377"><U>Certain
Adjustments</U>.</A></LI></P>
<OL>

<P ALIGN="JUSTIFY"><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></P>
<OL>

<U><P ALIGN="JUSTIFY"><LI>Stock Dividends, etc</U>.  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></P>
<U><P ALIGN="JUSTIFY"><LI>Combination of Stock</U>.  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></P>
<U><P ALIGN="JUSTIFY"><LI>Reorganization, Merger, etc</U>.	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 connection with such Major Transaction, and
(ii) if and to the extent that the Warrantholder retains any portion of this
Warrant following such record date, the Company will cause the surviving or, in
the event of a sale of assets, purchasing entity, as a condition precedent to
such Major Transaction, to assume the obligations of the Company under this
Warrant, with such adjustments to the Exercise Price and the securities covered
hereby as may be reasonably determined in good faith by the Board of Directors
to be necessary in order to preserve the economic benefits of this Warrant to
the Warrantholder.</LI></P></OL>

<U><P ALIGN="JUSTIFY"><LI>Notice of Adjustments</U>.  Whenever the number of
Warrant Shares or the Exercise Price of such Warrant Shares is adjusted, as
herein provided, the Company shall promptly mail by first class, postage
prepaid, to the Warrantholder, notice of such adjustment or adjustments setting
forth in reasonable detail the number of Warrant Shares and the Exercise Price
of such Warrant Shares after such adjustment, a brief statement of the facts
requiring such adjustment, and the computation by which such adjustment was
made.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>No Impairment</U>.  The Company shall not, by
amendment 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 to
avoid the observance or performance of any of the terms to be observed or
performed hereunder by the Company, but shall at all times in good faith assist
in the carrying out of all the provisions of this <U>Section 5</U> and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the Warrantholder against impairment.</LI></P></OL>

<U><P ALIGN="JUSTIFY"><LI>Transfers</U>.</LI></P>
<P ALIGN="JUSTIFY">	This Warrant and the Warrant Shares issued upon the
exercise thereof may be transferred only in compliance with Section 4.4 of the
Securities Purchase Agreement and the other restrictions on transfer set forth
in the Registration Rights Agreement.  Subject to such restrictions, the Company
shall transfer this Warrant from time to time upon the books to be maintained by
the Company for that purpose, upon surrender hereof for transfer, properly
endorsed or accompanied by appropriate instructions for transfer and such other
documents as may be reasonably required by the Company, including, if required
by the Company, an opinion of its counsel reasonably satisfactory to the Company
to the effect that such transfer is exempt from the registration requirements of
the Act, to establish that such transfer is being made in accordance with the
terms hereof, and a new Warrant shall be issued to the transferee and the
surrendered Warrant shall be canceled by the Company.</P>
<P ALIGN="JUSTIFY">	Upon such transfer or other disposition, the
Warrantholder shall deliver this Warrant to the Company together with a written
notice to the Company, substantially in the form of the Transfer Notice in the
form attached hereto as Exhibit C (the "<U>Transfer Notice</U>"),
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 to
be 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 original
of this Warrant, the Company shall deliver to the each transferee designated by
the Warrantholder a Warrant or Warrants of like tenor and terms for the
appropriate number of Warrant Shares and, if less than all this Warrant is
transferred, shall deliver to the Warrantholder a Warrant for the remaining
number of Warrant Shares.</P>
<U><P ALIGN="JUSTIFY"><LI>Company Call Right</U>. </LI></P>
<P ALIGN="JUSTIFY">	Notwithstanding any other provision contained in this
Warrant to the contrary, in the event that the average closing bid prices per
share of Common Stock, as quoted on the Nasdaq Global Market (or such other
exchange 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 Securities
Purchase Agreement, ending on or after the sixth (6<SUP>th</SUP>)-month
anniversary of the date hereof, exceeds 400% of the Exercise Price then in
effect, thereafter the Company, upon fifteen (15) Business Days prior
written notice (the "<U>Notice Period</U>") ending at 11:59 P.M.
(Seattle time) on the fifteenth (15<SUP>th</SUP>) Business Day (not counting the
day such notice is given) given to the Warrantholder within ten (10) Business
Days 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 Common
Stock then purchasable pursuant to the Warrant called for redemption provided
that (a) at all times during the Notice Period, there is an effective
registration statement filed under the Securities Act registering the resale of
the Warrant Shares issuable on exercise hereof; (b) the Warrantholder shall
have the right to exercise this Warrant prior to the end of the Notice Period
and (c) if the Warrantholder is Max Display Enterprises Limited or an Affiliate
of Walsin Lihwa at the time, the written notice shall be given by the Company to
the Warrantholder by both electronic mail and an international overnight courier
at the address set forth in <U>Section 8.5</U> hereof.</P>
<U><P ALIGN="JUSTIFY"><LI>Miscellaneous</U>.</LI></P>
<OL>

<U><P ALIGN="JUSTIFY"><LI>Entire Agreement</U>.  This Warrant constitutes the
entire 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 this
Warrant nor any term hereof may be amended except pursuant to a written
instrument executed by the Company and holders of at least a majority of the
Warrant Shares and no provision hereof may be waived other than by a written
instrument signed by the party against whom enforcement of any such waiver is
sought.  Any waiver or consent shall be effective only in the specific instance
and for the specific purpose for which it is given.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Binding Effects; Benefits</U>.  This Warrant shall
inure to the benefit of and shall be binding upon the Company and the
Warrantholder and their respective heirs, legal representatives, successors and
assigns.  Nothing in this Warrant, expressed or implied, is intended to or shall
confer on any person other than the Company and the Warrantholder, or their
respective heirs, legal representatives, successors or assigns, any rights,
remedies, obligations or liabilities under or by reason of this
Warrant.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Amendment; Waiver</U>.  Any term of this Warrant may
be amended or waived upon the written consent of the Company and the
Warrantholder.  If, at any time, any portion of this Warrant has been
transferred in accordance with <U>Section 6</U> above such that there are two or
more warrants outstanding, any term of this Warrant and any other warrants
issued pursuant to any such permitted transfers may be amended or waived upon
the written consent of the Company and the holders of such warrants (including
this Warrant) representing a majority of the aggregate Warrant Shares issuable
upon the exercise or conversion thereof at such time. </LI></P>
<U><P ALIGN="JUSTIFY"><LI>Section and Other Headings</U>.  The headings used in
this Warrant are used for convenience only and are not to be considered in
construing or interpreting this Warrant.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Notices</U>.  Any notice, demand or request required
or permitted to be given by the Company or the Warrantholder pursuant to the
terms of this Warrant shall be in writing and shall be deemed delivered (i) when
delivered 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 case
such delivery will be deemed to be made on the next succeeding Business Day and
(ii) on the third (3<SUP>rd</SUP>) Business Day after timely delivery to an
international overnight courier, addressed as follows:</LI></P>
<P ALIGN="JUSTIFY">(a)	if to the Company, addressed to:</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Microvision, Inc.</P>
<P ALIGN="JUSTIFY">6222 185th Avenue NE</P>
<P ALIGN="JUSTIFY">Redmond, WA 98052</P>
<P ALIGN="JUSTIFY">Attn:	General Counsel</P>
<P ALIGN="JUSTIFY">Tel:	(425) 415-6847</P>
<P ALIGN="JUSTIFY">Fax:	(425) 936-4411</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">with a copy<A NAME="_DV_C205"> </A>to:</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Ropes & Gray LLP</P>
<P ALIGN="JUSTIFY">One International Place</P>
<P ALIGN="JUSTIFY">Boston, MA  02110</P>
<P ALIGN="JUSTIFY">Attn:	Joel F. Freedman</P>
<P ALIGN="JUSTIFY">Tel:	(617) 951-7000</P>
<P ALIGN="JUSTIFY">Fax:	(617) 951-7050</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(b)	if to the Warrantholder, addressed to:</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Max Display Enterprises Limited</P>
<P ALIGN="JUSTIFY">c/o Walsin Lihwa Corporation</P>
<P ALIGN="JUSTIFY">11F, No. 411</P>
<P ALIGN="JUSTIFY">Rueiguang Road, Neihu</P>
<P ALIGN="JUSTIFY">Taipei 114</P>
<P ALIGN="JUSTIFY">Taiwan, R.O.C.</P>
<P ALIGN="JUSTIFY">Attn:	Jeff Chen and Sandy Yu</P>
<P ALIGN="JUSTIFY">Tel:	886-2-2799-2211 x 6221 (Jeff Chen) / x 6136 (Sandy
Yu)</P>
<P ALIGN="JUSTIFY">Fax:	886-2-2799-8980</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">with a copy (which shall not constitute notice) to:</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Simpson Thacher & Bartlett LLP</P>
<P ALIGN="JUSTIFY">ICBC Tower - 35th Floor</P>
<P ALIGN="JUSTIFY">3 Garden Road, Central</P>
<P ALIGN="JUSTIFY">Hong Kong</P>
<P ALIGN="JUSTIFY">Attn:  Chris K. H. Lin</P>
<P ALIGN="JUSTIFY">Tel:	(852) 2514-7600</P>
<P ALIGN="JUSTIFY">Fax:	(852) 2869-7694</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Severability</U>.  In the event that any provision of
this Warrant becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable or void, this Warrant shall continue in full force and
effect without said provision; <I>provided</I> that in such case the parties
shall negotiate in good faith to replace such provision with a new provision
which is not illegal, unenforceable or void, as long as such new provision does
not materially change the economic benefits of this Warrant to the
parties.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Governing Law</U>.  This Warrant shall be governed by
and construed under the laws of the State of Washington applicable to contracts
made and to be performed entirely within the State of Washington.  Each party
hereby irrevocably submits to the non-exclusive jurisdiction of the state and
federal courts sitting in <A NAME="_DV_C109">the State of Washington </A>for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby and hereby irrevocably waives, and agrees not to
assert in any such suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of such
suit, action or proceeding is improper.  Each party hereby irrevocably waives
personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof to such party at the
address in effect for notices to it under this Warrant and agrees that such
service shall constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>No Rights or Liabilities as Stockholder</U>.  Nothing
contained in this Warrant shall be determined as conferring upon the
Warrantholder any rights as a stockholder of the Company or as imposing any
liabilities on the Warrantholder to purchase any securities whether such
liabilities are asserted by the Company or by creditors or stockholders of the
Company or otherwise.</LI></P></OL>
</OL>
</OL>

<P ALIGN="CENTER">[Remainder of page intentionally left blank; signature page
follows]</P>
<P ALIGN="JUSTIFY">IN WITNESS WHEREOF, the Company has caused this Warrant to be
signed by its duly authorized officer as of the date first above
written.</P><DIR>
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<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">MICROVISION, INC.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"> </P>
<P ALIGN="JUSTIFY">By:<U>  /s/ Jeff T. Wilson</U>______________</P>
<P ALIGN="JUSTIFY">Name:  Jeff T. Wilson</P>
<P ALIGN="JUSTIFY">Title:  Chief Financial Officer</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"> </P>
<P> </P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<P>ACCEPTED AND AGREED:</P>

<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=635>
<TR><TD VALIGN="TOP">
<P ALIGN="JUSTIFY">MAX DISPLAY ENTERPRISES LIMITED</TD>
</TR>
<TR><TD VALIGN="TOP"> </TD>
</TR>
<TR><TD VALIGN="TOP"> </TD>
</TR>
<TR><TD VALIGN="TOP"> </TD>
</TR>
<TR><TD VALIGN="TOP">
<P ALIGN="JUSTIFY">By:__<U>/s/ Chiao Yu Lon</U>___________</TD>
</TR>
<TR><TD VALIGN="TOP">
<P ALIGN="JUSTIFY">	Name:  Chiao Yu Lon</TD>
</TR>
<TR><TD VALIGN="TOP">
<P ALIGN="JUSTIFY">	Title:  Director</TD>
</TR>
</TABLE>


<U><P ALIGN="RIGHT">EXHIBIT A</P>
</U><P ALIGN="CENTER">FORM OF NOTICE OF EXERCISE</P>
<P ALIGN="CENTER"></P>
<P ALIGN="JUSTIFY">	To:	Microvision, Inc. ("<U>the
Company</U>")</P>
<P ALIGN="JUSTIFY"></P><DIR>
<DIR>

<P ALIGN="JUSTIFY">1.	The undersigned hereby elects to purchase __________
shares of the Common Stock of the Company (the "<U>Common Stock</U>")
pursuant to the terms of the Warrant, dated as of June 22, 2009 (the
"<U>Warrant</U>") and tenders herewith payment of the purchase price
of such shares in full.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">2.	<A NAME="OLE_LINK7"><A NAME="OLE_LINK8">Please issue or
cause to be issued a certificate or certificates representing said shares in the
name of the undersigned.</A></A></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">3.	<A NAME="OLE_LINK3"><A NAME="OLE_LINK4">The undersigned
hereby represents and warrants to the Company that it is the registered and
beneficial owner of the portion of the Warrant which is the subject of this
Notice of Exercise.</A></A></P>
<P ALIGN="JUSTIFY">4.	The undersigned acknowledges that each certificate for
Common Stock issued upon exercise of the Warrant may bear a legend in accordance
with Section 2.5 of the Securities Purchase Agreement, dated as of June 22, 2009
by and between the Company and Max Display Enterprises Limited.</P>
<P ALIGN="JUSTIFY">5.	<FONT FACE="CG Times">Solely with respect to the shares
of Common Stock being received pursuant to this Notice of Exercise, the
representations and warranties of the Warrantholder, in its capacity as the
"Purchaser", contained in the Securities Purchase Agreement are hereby
repeated at and as of the time of delivery hereof and are true and correct in
all respects at and as of the time of delivery hereof.</P>
</FONT><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">6.	The undersigned hereby agrees that the restrictions on
transfer described in Section 6 of the Warrant shall survive any and all
exercises of the Warrant and shall be applicable to any and all of the shares of
Common Stock issued on exercise thereof.</P></DIR>
</DIR>

<P ALIGN="JUSTIFY">							<U>						</P>
</U><P ALIGN="JUSTIFY">							(Name of Registered
Owner)</P>
<P ALIGN="RIGHT"></P>
<P ALIGN="RIGHT">							<U>						</P>
</U><P>							(Signature of Registered Owner)</P>
<P ALIGN="RIGHT"></P>
<P ALIGN="RIGHT">							<U>						</P>
</U><P>							(Street Address)</P>
<P ALIGN="RIGHT"></P>
<P ALIGN="RIGHT">							<U>						</P>
</U><P>							(City)              (State)              (Zip
Code)</P>
<P ALIGN="JUSTIFY">							Date:  _____________________</P>
<U><P ALIGN="RIGHT">EXHIBIT B</P>
</U><P ALIGN="CENTER">FORM OF NOTICE OF CONVERSION</P>
<P>	To:	Microvision, Inc. ("<U>the Company</U>")</P>
<DIR>
<DIR>

<P>1.	<FONT FACE="CG Times">The undersigned registered owner irrevocably
elects to surrender the Warrant, dated as of June 22, 2009 (the
"<U>Warrant</U>"), for the number of shares of Common Stock of the
Company ("<U>Common Stock</U>") as shall be issuable pursuant to the
conversion right provisions of Section 1.2 of the Warrant, in respect of _____
shares of Common Stock underlying the Warrant.</P>

<P>2.	</FONT>Please issue or cause to be issued a certificate or certificates
representing said shares in the name of the undersigned, and return cash to the
undersigned for any fractional shares<FONT FACE="CG Times">.</P>

<P>3.	The undersigned hereby represents and warrants to the Company that it
is the registered and beneficial owner of the portion of the Warrant which is
the subject of this Notice of Conversion.</P>

<P>4.	The undersigned acknowledges that each certificate for Common Stock
issued upon exercise of the Warrant may bear a legend in accordance with Section
2.5 of the Securities Purchase Agreement, dated as of June 22, 2009 by and
between the Company and Max Display Enterprises Limited.</P>

<P>5.	The undersigned hereby agrees that the restrictions on transfer
described in Section 6 of the Warrant shall survive any and all exercises of the
Warrant and shall be applicable to any and all of the shares of Common Stock
issued on exercise thereof.</P>
</FONT><P ALIGN="JUSTIFY"></P></DIR>
</DIR>

<P ALIGN="JUSTIFY">							<U>						</P>
</U><P ALIGN="JUSTIFY">							(Name of Registered
Owner)</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">							<U>						</P>
</U><P>						(Signature of Registered Owner)</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">							<U>						</P>
</U><P>						(Street Address)</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">							<U>						</P>
</U><P ALIGN="JUSTIFY">							(City)
(State)              (Zip Code)</P>
<P ALIGN="JUSTIFY">							</P>
<P ALIGN="JUSTIFY">							Date:_____________________</P>
<U><P ALIGN="RIGHT">EXHIBIT C</P>
</U><P ALIGN="CENTER">FORM OF TRANSFER NOTICE</P>
<P>To:	Microvision, Inc. ("<U>the Company</U>")</P>

<P ALIGN="JUSTIFY">FOR VALUE RECEIVED, the undersigned Warrantholder of the
attached Warrant hereby sells, assigns and transfers unto the person or persons
named below the right to purchase shares of the Common Stock of [
] evidenced by the attached Warrant. </P>
<P ALIGN="JUSTIFY"> </P>
<P ALIGN="JUSTIFY">Date:                          </P>
<P ALIGN="JUSTIFY"> </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"> </P>
<P ALIGN="JUSTIFY">  </P>
<P ALIGN="JUSTIFY">Name of Registered Warrantholder</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"> </P>
<P ALIGN="JUSTIFY">		</P>
<P ALIGN="JUSTIFY">	</P>
<P ALIGN="JUSTIFY">By:	 	 </P>
<P ALIGN="JUSTIFY">Name:</P>
<P ALIGN="JUSTIFY">Title:</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Transferee Name and Address:</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">______________________________________________________</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">______________________________________________________</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">______________________________________________________</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"> </P>
<P ALIGN="JUSTIFY"> </P>
<P ALIGN="JUSTIFY"> </P>
<P ALIGN="JUSTIFY"> </P>
<P ALIGN="JUSTIFY"> </P>