<B><P ALIGN="CENTER"></P>
<P ALIGN="CENTER"> </P>
<P ALIGN="CENTER">SECURITIES PURCHASE AGREEMENT</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER"> </P>
</B><P ALIGN="JUSTIFY">	SECURITIES PURCHASE AGREEMENT (this
"<U>Agreement</U>"), dated as of June 22, 2009, by and between
Microvision, Inc., a Delaware corporation (the "<U>Company</U>"), and
Max Display Enterprises Limited, a limited liability company formed under the
laws of the British Virgin Islands (the "<U>Investor</U>").</P>
<P ALIGN="JUSTIFY"></P>
<OL TYPE="A">

<OL TYPE="A">

<P ALIGN="JUSTIFY"><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 "<U>Shares</U>") of
the Company's common stock, $.001 par value per share (the "<U>Common
Stock</U>"), and (ii) a Warrant in the form attached hereto as <U>Exhibit
A</U> (the "<U>Warrant</U>").  The shares of Common Stock into which
the Warrant is exercisable are referred to herein as the "<U>Warrant
Shares</U>", and the Shares, the Warrant and the Warrant Shares are
collectively referred to herein as the "<U>Securities</U>".</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>The Warrant will entitle the Investor to purchase
2,019,060 number of Warrant Shares.</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><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 <U>Exhibit B</U>
(the "<U>Registration Rights Agreement</U>").</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><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></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>The Company and Walsin Lihwa Corporation, a company
limited by shares organized under the laws of the Republic of China
("<U>Walsin Lihwa</U>"), have agreed to enter into a Business
Collaboration Agreement dated on or about the date hereof (the "<U>Business
Collaboration Agreement</U>").</LI></P></OL>
</OL>

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

<LI><I><U>PURCHASE AND SALE OF SHARES AND WARRANT</U>.</LI>
<OL>

</I><U><LI>Closing of Purchase and Sale; Purchase Price</LI>
</U><P ALIGN="JUSTIFY">.  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 "<U>Closing</U>") is
hereinafter referred to as the "<U>Closing Date</U>".  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 <U>Section 5</U> 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.</P>
<P ALIGN="JUSTIFY"></P>
<U><LI>Certain Definitions</LI></OL>
</OL>

</U><P ALIGN="JUSTIFY">.  When used herein, the following terms shall have the
respective meanings indicated:	</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Affiliate</U>" means, as to any Person
(the "<U>subject Person</U>"), 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
(c) ten percent (10%) or more of the voting equity of which is directly or
indirectly beneficially owned or held by the subject Person.  For the purposes
of this definition, "<U>control</U>" 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. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Board of Directors</U>" means the
Company's board of directors.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Business Collaboration Agreement</U>"
has the meaning specified in the preamble to this Agreement.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Business Day</U>" 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.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Closing</U>" and "<U>Closing
Date</U>" have the respective meanings set forth in <U>Section 1.1</U>
hereof.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Commission</U>" means the Securities
and Exchange Commission.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">	"<U>Common Stock</U>" has the meaning specified
in the preamble to this Agreement.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">	"<U>Company</U>" has the meaning specified in
the preamble to this Agreement.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Debt</U>" 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. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Disclosure Documents</U>" 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.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Effective Date</U>" has the meaning set
forth in the Registration Rights Agreement.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Environmental Law</U>" 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.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>ERISA</U>" means the Employee
Retirement Income Security Act of 1974, as amended, and the regulations and
published interpretations thereunder.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Exchange Act</U>" means the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder.</P>
<P ALIGN="JUSTIFY">		</P>
<P ALIGN="JUSTIFY">		"<U>Execution Date</U>" means the date of
this Agreement.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>FINRA</U>" means the Financial Industry
Regulatory Authority.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>GAAP</U>" 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.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Governmental Authority</U>" 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.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Governmental Requirement</U>" 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.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Intellectual Property</U>" 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.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Investment Company Act</U>" means the
Investment Company Act of 1940, as amended.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Investor</U>" has the meaning specified
in the preamble to this Agreement.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Investor Party</U>" has the meaning
specified in <U>Section 4.10</U> hereof.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Key Employee</U>" has the meaning
specified in <U>Section 3.19</U> hereof.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">			"<U>Lien</U>" 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).</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">			"<U>Market Price</U>" 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).</P>
<P ALIGN="JUSTIFY">			</P>
<P ALIGN="JUSTIFY">			"<U>Material Adverse Effect</U>" 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.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Material Contracts</U>" 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.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Pension Plan</U>" means an employee
benefit plan (as defined in ERISA) maintained by the Company for employees of
the Company or any of its Affiliates.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Permitted Liens</U>" means the
following: </P>
<P ALIGN="JUSTIFY"></P>
<OL TYPE="a">
<OL TYPE="a">
<OL TYPE="a">
<OL TYPE="a">

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

<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">			"<U>Person</U>" means any individual,
corporation, trust, association, company, partnership, joint venture, limited
liability company, joint stock company, Governmental Authority or other
entity.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Principal Market</U>" means the
principal exchange or market on which the Common Stock is listed or traded.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Property</U>" means property and/or
assets of all kinds, whether real, personal or mixed, tangible or intangible
(including, without limitation, all rights relating thereto).</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Purchase Price</U>" means, with respect
to the Investor, the number of Shares purchased by the Investor at the Closing
<U>times</U> 1.8573.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Registrable Securities</U>" has the
meaning set forth in the Registration Rights Agreement.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Registration Rights Agreement</U>" has
the meaning specified in the preamble to this Agreement.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Regulation D</U>" means Regulation D
under the Securities Act or any successor provision.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Reserved Amount</U>" has the meaning
specified in <U>Section 4.3</U> hereof.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Rule 144</U>" means Rule 144 under the
Securities Act or any successor provision.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>SEC Documents</U>" has the meaning
specified in <U>Section 3.4</U> hereof.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Section 203</U>" has the meaning
specified in <U>Section 3.31</U> hereof</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Securities</U>" has the meaning
specified in the preamble to this Agreement.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Securities Act</U>" means the
Securities Act of 1933, as amended, and the rules and regulations
thereunder.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Share</U>" has the meaning specified in
the preamble to this Agreement.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		"<U>Subsidiary</U>" 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.</P>
<B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		</B>"<U>Tax</U>" 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.</P>
<P ALIGN="JUSTIFY"></P>
<B><P ALIGN="JUSTIFY">		</B>"<U>Tax Returns</U>" 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.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">			"<U>Termination Date</U>" means the
first date on which there is no Warrant outstanding.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">			"<U>Trading Day</U>" means any day on
which the Common Stock is purchased and sold on the Principal Market.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">			"<U>Transaction Documents</U>" 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.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">			"<U>Walsin Lihwa</U>" has the meaning
specified in the preamble to this Agreement.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">			"<U>Warrant</U>" has the meaning
specified in the preamble to this Agreement.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">			"<U>Warrant Share</U>" has the meaning
specified in the preamble to this Agreement.</P>
<P ALIGN="JUSTIFY"></P>
<OL>
<OL>

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

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

<I><U><LI>REPRESENTATIONS AND WARRANTIES OF THE INVESTOR</I></U>.</LI>
<P ALIGN="JUSTIFY">		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:</P>
<P ALIGN="JUSTIFY"></P>
<OL>

<U><P ALIGN="JUSTIFY"><LI>Authorization; Enforceability</LI></P>
</U><P ALIGN="JUSTIFY">.  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.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Accredited Investor</LI></P>
</U><P ALIGN="JUSTIFY">.  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.</P>
<P ALIGN="JUSTIFY"></P>
<U><LI>Information</LI>
</U><P ALIGN="JUSTIFY">.  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<B> </B>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.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Limitations on Disposition</LI></P>
</U><P ALIGN="JUSTIFY">.  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.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Legend</LI></P>
</U><P ALIGN="JUSTIFY">.  The Investor understands that the certificates
representing the Securities may bear at issuance a restrictive legend in
substantially the following form:</P>

<P ALIGN="JUSTIFY">"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."</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">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.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Reliance on Exemptions</LI></P>
</U><P ALIGN="JUSTIFY">.  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 <U>Section 2</U> in order to
determine the availability of such exemptions and the eligibility of the
Investor to acquire the Securities.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Fees</LI></P></OL>

</U><P ALIGN="JUSTIFY">.  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.</P>
<P ALIGN="JUSTIFY"></P>
<I><U><LI>REPRESENTATIONS AND WARRANTIES OF THE COMPANY</I></U>.</LI>
<P ALIGN="JUSTIFY">		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:</P>
<OL>

<U><LI>Organization, Good Standing and Qualification</LI>
</U><P ALIGN="JUSTIFY">.  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.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Authorization; Consents</LI></P>
</U><P ALIGN="JUSTIFY">.  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).</P>
<P ALIGN="JUSTIFY"></P>
<U><LI>Due Execution; Enforceability</LI>
</U><P ALIGN="JUSTIFY">.  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. </P>
<P ALIGN="JUSTIFY"></P>
<U><LI>Disclosure Documents; Agreements; Financial Statements; Other
Information</LI>
</U><P ALIGN="JUSTIFY">.  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 "<U>SEC Documents</U>").  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).</P>
<P ALIGN="JUSTIFY"></P>
<U><LI>Due Authorization; Valid Issuance</LI>
</U><P ALIGN="JUSTIFY">.  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.</P>
<P ALIGN="JUSTIFY"></P>
<U><LI>No Conflict with Other Instruments</LI>
</U><P ALIGN="JUSTIFY">.  <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 a Governmental Requirement that, individually or
in the aggregate, has not had or would not reasonably be expected to have a
Material Adverse Effect.  The <A NAME="_DV_M182"></A></A>(i) execution, delivery
and performance of this Agreement and the other Transaction Documents, and (ii)
consummation of the transactions contemplated hereby and thereby (including,
without limitation, the issuance of the Shares and the Warrant and the
reservation for issuance and issuance of the Warrant Shares) will not result in
any violation of any provisions of the Company's charter, bylaws or any other
governing document or in 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
the Company or be in conflict with or constitute, with or without the passage of
time and giving of notice, either a default under any such provision, instrument
or contract or an event which results in the creation of any Lien upon any
assets of the Company.</P>
<P ALIGN="JUSTIFY"></P>
<LI><U>Form S-3</LI>
</U><P ALIGN="JUSTIFY">.  The Company is eligible to register the Registrable
Securities for resale by the Investor on a registration statement on Form S-3
under the Securities Act.  </P>

<U><LI>Fees</LI>
</U><P ALIGN="JUSTIFY">.  The Company is not obligated to pay any compensation
or other fee, cost or related expenditure to any underwriter, broker, agent or
other representative in connection with the transactions contemplated hereby.
The Company will indemnify and hold harmless the Investor from and against any
claim against the Investor by any Person alleging that, as a result of any
agreement or arrangement between such Person and the Company, the Investor is
obligated to pay any such compensation, fee, cost or related expenditure in
connection with the transactions contemplated hereby or the other Transaction
Documents.</P>

<U><LI>Solicitation; Other Issuances of Securities</LI>
</U><P ALIGN="JUSTIFY">.  Neither the Company nor any of its Subsidiaries or
Affiliates, nor any person acting on its or their behalf, (i) has engaged in any
form of general solicitation or general advertising (within the meaning of
Regulation D) in connection with the offer or sale of the Securities, or (ii)
has, directly or indirectly, made any offers or sales of any security or the
right to purchase any security, or solicited any offers to buy any security or
any such right, under circumstances that would require registration of the
Securities under the Securities Act.</P>

<U><LI>Exchange Act Registration; Listing</LI>
</U><P ALIGN="JUSTIFY">.  The Company files supplementary and periodic
information, documents, and reports pursuant to Section 15(d) of the Exchange
Act.  The Company's Common Stock is registered pursuant to Section 12(g) of the
Exchange Act and is listed on the Nasdaq Global Market.  The Company currently
meets the continuing eligibility requirements for listing on the Nasdaq Global
Market and has not received any notice from such market or the FINRA that it
does not currently satisfy such requirements or that such continued listing is
in any way threatened.  The Company has taken no action designed to, or which,
to the knowledge of the Company, would reasonably be expected to have the effect
of, terminating the registration of the Common Stock under the Exchange Act or
delisting the Common Stock from the Nasdaq Global Market.</P>

<U><LI>Investment Company Status</LI>
</U><P ALIGN="JUSTIFY">. The Company is not, and immediately after receipt of
payment for the Shares and the Warrant issued under this Agreement will not be,
an "investment company" or an entity "controlled" by an
"investment company" within the meaning of the Investment Company Act,
and shall conduct its business in a manner so that it will not become subject to
the Investment Company Act.</P>

<U><LI>Capitalization</LI>
</U><P ALIGN="JUSTIFY">.  The authorized capital stock of the Company as of the
date hereof is as set forth in the SEC Documents.  The capitalization of the
Company as of March 31, 2009, including its authorized capital stock, the number
of shares issued and outstanding, the number of shares issuable and reserved for
issuance pursuant to the Company's stock option plans and agreements, the number
of shares issuable and reserved for issuance pursuant to securities (other than
the Warrant) exercisable for, or convertible into or exchangeable for any shares
of Common Stock and the number of shares initially to be reserved for issuance
upon exercise of the Warrant, is as set forth in the SEC Documents.  All issued
and outstanding shares of capital stock of the Company have been, or upon
issuance will be, validly issued, fully paid and non-assessable.  No shares of
capital stock of the Company were issued in violation of any preemptive rights
or any other similar rights of security holders of the Company.  Except as
disclosed in the SEC Documents, there are no outstanding preemptive rights,
rights of first refusal, shareholder rights, options, warrants, scrip, rights to
subscribe to, calls or commitments of any capital stock of the Company, or
arrangements by which the Company is or may become (as a result of the
transactions contemplated hereby or the other Transaction Documents or
otherwise) bound to issue additional shares or capital stock of the Company
(whether pursuant to anti-dilution, "reset" or other similar
provisions).</P>
<P ALIGN="JUSTIFY"></P>
<U><LI>Financial Condition</LI>
</U><P ALIGN="JUSTIFY">.  The Company's financial condition is, in all material
respects, as described in the SEC Documents, except for changes in the ordinary
course of business.  Except for changes in the ordinary course of business,
since March 31, 2009 there has been no (i) material adverse change to the
Company's business, operations, properties, financial condition, or results of
operations or (ii) change by the Company in its accounting principles, policies
and methods except as required by changes in the GAAP or applicable law.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>No Undisclosed Liabilities</LI></P>
</U><P ALIGN="JUSTIFY">.  The Company does not have any liabilities or
obligations of any nature (absolute, accrued, contingent or otherwise) which are
not properly reflected or reserved against in the financial statement described
in <U>Section 3.4</U> hereof to the extent required to be so reflected or
reserved against in accordance with GAAP, except for liabilities that have
arisen since March 31, 2009 in the ordinary course of business or that have not
had a Material Adverse Effect.</P>

<U><LI>Taxes</LI></OL>
</OL>

</U><P>.</P>
<P ALIGN="JUSTIFY"></P>
<OL TYPE="a">
<DIR>
<DIR>
<DIR>
<DIR>

<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>The Company has filed all material Tax Returns required
to have been filed as of the date hereof (or extensions have been duly obtained)
and such Tax Returns are correct and complete in all material respects and have
paid all material Taxes required to have been timely paid by it in full through
the date hereof, except to the extent such Taxes are both (A) being challenged
in good faith and (B) adequately provided for on the Financial Statements in
accordance with GAAP.</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>The Company does not have any material liability for
Taxes of any Person (other than the Company) under Treasury Regulation Section
1.1502-6 (or any similar provision of state, local or foreign law with respect
to income taxes), as a transferee or successor or by contract.</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>No deficiencies for any material Taxes have been proposed
or assessed in writing against or with respect to the Company and there is no
outstanding material audit, assessment, dispute or claim concerning any Tax
liability of the Company pending or raised by an authority in writing.</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>The Company has not participated in a "listed
transaction" within the meaning of Treasury Regulation Section 1.6011-
4(b)(2).</LI></P></OL>
</DIR>
</DIR>
</DIR>
</DIR>
</OL>

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

<U><LI>Litigation</LI>
</U><P ALIGN="JUSTIFY">.  There is no material claim, litigation or
administrative proceeding pending or, to the Company's knowledge, threatened or
contemplated, against the Company or, to the Company's knowledge, against any
officer, director or employee of the Company in connection with such person's
employment therewith, except as described in the SEC Documents.  The Company is
not a party to or subject to the provisions of, any order, writ, injunction,
judgment or decree of any court or Governmental Authority which has had or would
reasonably be expected to have a Material Adverse Effect.</P>
<P ALIGN="JUSTIFY"></P>
<U><LI>Intellectual Property</LI></OL>
</OL>

</U><P ALIGN="CENTER">.</P>
<P ALIGN="JUSTIFY"></P>
<OL TYPE="a">
<DIR>
<DIR>
<DIR>
<DIR>

<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>The Company owns, free and clear of claims or rights or
any other Person, with full right to use, sell, license, sublicense, dispose of,
and bring actions for infringement of, or, to the Company's knowledge, has
acquired licenses or other rights to use, all Intellectual Property necessary
for the conduct of its business as presently conducted (other than with respect
to software which is generally commercially available and not used or
incorporated into the Company's products and open source software which may be
subject to one or more "general public" licenses).  All works that are
used or incorporated into the Company's services, products or services or
products actively under development and which are proprietary to the Company
were developed by or for the Company by the current or former employees,
consultants or independent contractors of the Company or its predecessors in
interest or purchased or licensed by the Company or its predecessors in
interest.</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>The business of the Company as presently conducted and
the production, marketing, licensing, use and servicing of any products or
services of the Company do not, to the Company's knowledge, infringe or conflict
with any patent, trademark, copyright, or trade secret rights of any third
parties or any other Intellectual Property of any third parties in any material
respect.  The Company has not received written notice from any third party
asserting that any Intellectual Property owned or licensed by the Company, or
which the Company otherwise has the right to use, is invalid or unenforceable by
the Company and, to the Company's knowledge, there is no valid basis for any
such claim (whether or not pending or threatened).</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>No claim is pending or, to the Company's knowledge,
threatened against the Company nor has the Company received any written notice
or other written claim from any Person asserting that any of the Company's
present or contemplated activities infringe or may infringe in any material
respect any Intellectual Property of such Person and the Company is not aware of
any infringement by any other Person of any material rights of the Company under
any Intellectual Property Rights.</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>All licenses or other agreements under which the Company
is granted Intellectual Property (excluding licenses to use software utilized in
the Company's internal operations and which is generally commercially available)
are in full force and effect and, to the Company's knowledge, there is no
material default by any party thereto.  The Company has no reason to believe
that the licensors under such licenses and other agreements do not have and did
not have all requisite power and authority to grant the rights to the
Intellectual Property purported to be granted thereby.</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>The Company has taken all steps required in accordance
with commercially reasonable business practice to establish and preserve its
ownership in its owned Intellectual Property and to keep confidential all
material technical information developed by or belonging to the Company which
has not been patented or copyrighted.  To the Company's knowledge, the Company
is not making any material unlawful use of any Intellectual Property of any
other Person, including, without limitation, any former employer of any past or
present employees of the Company.  To the Company's knowledge, neither the
Company nor any of its employees has any agreements or arrangements with former
employers of such employees relating to any Intellectual Property of such
employers, which materially interfere or conflict with the performance of such
employee's duties for the Company or result in any former employers of such
employees having any rights in, or claims on, the Company's Intellectual
Property.  Each current and former employee of the Company who has had access to
material confidential Intellectual Property has executed agreements regarding
confidentiality, proprietary information and assignment of inventions and
copyrights to the Company, each independent contractor or consultant of the
Company who has or who had access to material confidential Intellectual Property
or who is or has been involved with the development of material confidential
Intellectual Property has executed agreements regarding confidentiality and
proprietary information, and the Company has not received written notice that
any employee, consultant or independent contractor is in violation of any
agreement or in breach of any agreement or arrangement with former or present
employers relating to proprietary information or assignment of inventions.
Without limiting the foregoing: (i) the Company has taken reasonable security
measures to guard against unauthorized disclosure or use of any of its
Intellectual Property; and (ii) the Company has no reason to believe that any
Person (including, without limitation, any former employee or consultant of the
Company) has unauthorized possession of any of its Intellectual Property, or any
part thereof, or that any Person has obtained unauthorized access to any of its
Intellectual Property.  The Company is in compliance in all material respects
with its obligations pursuant to all agreements relating to Intellectual
Property rights that are the subject of licenses granted by third parties,
except for any non-compliance that has not had or would not reasonably be
expected to have a Material Adverse Effect.</LI></P></OL>
</DIR>
</DIR>
</DIR>
</DIR>
</OL>

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

<U><LI>Foreign Corrupt Practices</LI>
</U><P ALIGN="JUSTIFY">.  Neither the Company, nor to the Company's knowledge,
any director, officer, agent, employee or other person acting on behalf of the
Company, has (i) used any corporate funds for any unlawful contribution, gift,
entertainment or other unlawful expenses relating to political activity, (ii)
made any direct or indirect unlawful payment to any foreign or domestic
government official or employee (including, without limitation, any bribe,
rebate, payoff, influence payment, kickback or other unlawful payment), or (ii)
violated any provision of the Foreign Corrupt Practices Act of 1977, as amended,
except in each case as would not have a Material Adverse Effect.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Key Employees</LI></P>
</U><P ALIGN="JUSTIFY">.  Each of the Company's executive officers (as defined
in Rule 501(f) of the Securities Act) (each, a "<U>Key Employee</U>")
is currently serving in the capacity described in the Disclosure Documents.  The
Company has no knowledge of any fact or circumstance (including, without
limitation, (i) the terms of any agreement to which such person is a party or
any litigation in which such person is or may become involved and (ii) any
illness or medical condition that could reasonably be expected to result in the
disability or incapacity of such person) that would limit or prevent any such
person from serving in such capacity on a full-time basis in the foreseeable
future, or of any intention on the part of any such person to limit or terminate
his or her employment with the Company.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Employee Matters</LI></P>
</U><P ALIGN="JUSTIFY">.  There is no strike, labor dispute or union
organization activity pending or, to the Company's knowledge, threatened between
it and its employees.  No employees of the Company belong to any union or
collective bargaining unit.  The Company has complied in all respects with all
applicable federal and state equal opportunity and other laws related to
employment, except as would not have a Material Adverse Effect.</P>
<P ALIGN="JUSTIFY"></P>
<U><LI>ERISA</LI>
</U><P ALIGN="JUSTIFY">.  Except as described in the Company's SEC Documents,
the Company does not maintain or contribute to, or have any obligation under,
any Pension Plan.  The Company is in compliance in all material respects with
the presently applicable provisions of ERISA and the United States Internal
Revenue Code of 1986, as amended, with respect to each Pension Plan except in
any such case for any such matters that, individually or in the aggregate, have
not had, and would not reasonably be expected to have, a Material Adverse
Effect.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Environment</LI></P>
</U><P ALIGN="JUSTIFY">.  To the Company's knowledge, the Company does not have
any current liability under any Environmental Law, nor, to the Company's
knowledge, do any factors exist that are reasonably likely to give rise to any
such liability that, individually or in the aggregate, has had or would
reasonably be expected to have a Material Adverse Effect.  To the Company's
knowledge, the Company has not violated any Environmental Law applicable to it
now or previously in effect, other than such violations or infringements that,
individually or in the aggregate, have not had and would not reasonably be
expected to have a Material Adverse Effect.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Insurance</LI></P>
</U><P ALIGN="JUSTIFY">.  The Company maintains insurance in such amounts and
covering such losses and risks as the Company believes to be reasonably prudent
in relation to the businesses in which the Company is engaged.  No notice of
cancellation has been received for any of such policies and the Company is in
compliance with all of the terms and conditions thereof.  The Company has no
reason to believe that it will not be able to renew any existing insurance
coverage as and when such coverage expires or to obtain similar coverage from
similar insurers as may be necessary to continue doing business as currently
conducted without a significant increase in cost, other than normal increases in
the industry.  Without limiting the generality of the foregoing, the Company
maintains directors and officers insurance in an amount deemed to be reasonable
and appropriate by the Company's Board of Directors.</P>
<P ALIGN="JUSTIFY"></P>
<U><LI>Property</LI>
</U><P ALIGN="JUSTIFY">.  The Company does not own any real property.  The
Company owns all personal Property owned by it free and clear of all Liens
except for Permitted Liens and except for such Liens which, individually and
together with all other Liens (including without limitation Permitted Liens) do
not have, and cannot reasonably be expected to have, a Material Adverse Effect.
Any Property held under lease by the Company is held by it, to the Company's
knowledge, under valid, subsisting and enforceable leases with such exceptions
as are not material and do not materially interfere with the use made or
proposed to be made of such Property by the Company.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Regulatory Permits</LI></P>
</U><P ALIGN="JUSTIFY">.  The Company possesses all material certificates,
authorizations and permits issued by the appropriate federal, state or foreign
regulatory authorities necessary to conduct its businesses other than where the
failure to possess such certificates, authorizations or permits, individually or
in the aggregate, has not had and would not reasonably be expected to have a
Material Adverse Effect.  The Company has not received any notice or otherwise
become aware of any proceedings, inquiries or investigations relating to the
revocation or modification of any such certificate, authorization or permit.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Transfer Taxes</LI></P>
</U><P ALIGN="JUSTIFY">.  No stock transfer or other taxes (other than income
taxes) are required to be paid under United States federal, state or local laws
in connection with the issuance and sale of any of the Securities.</P>

<U><LI>Sarbanes-Oxley Act; Internal Controls and Procedures</LI>
</U><P ALIGN="JUSTIFY">.  The Company is in material compliance with any and all
applicable requirements of the Sarbanes-Oxley Act of 2002 and any and all
applicable rules and regulations promulgated by the SEC thereunder that are
effective as of the date hereof.  The Company maintains internal accounting
controls, policies and procedures, and such books and records as are reasonably
designed to provide reasonable assurance that (i) all transactions to which the
Company is a party or by which its properties are bound are effected by a duly
authorized employee or agent of the Company, supervised by and acting within the
scope of the authority granted by the Company's senior management; (ii) the
recorded accounting of the Company's consolidated assets is compared with
existing assets at regular intervals; and (iii) all transactions to which the
Company is a party, or by which its properties are bound, are recorded (and such
records maintained) in accordance with all Governmental Requirements and as may
be necessary or appropriate to ensure that the financial statements of the
Company are prepared in accordance with GAAP.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Solvency</LI></P>
</U><P ALIGN="JUSTIFY">.  After giving effect to the transactions contemplated
by this Agreement, (i) the fair saleable value of the Company's assets exceeds
the amount that will be required to be paid on or in respect of the Company's
existing Debt as such Debt matures or is otherwise payable and (ii) the current
cash flow of the Company, together with the proceeds the Company would receive
upon liquidation of its assets, after taking into account all anticipated uses
of such amounts, would be sufficient to pay all Debt when such Debt is required
to be paid.  The Company has no knowledge of any facts or circumstances which
lead it to believe that it will be required to file for reorganization or
liquidation under the bankruptcy or reorganization laws of any jurisdiction, and
has no present intention to so file.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Transactions with Interested Persons</LI></P>
</U><P ALIGN="JUSTIFY">.  Except as set forth in the SEC Documents, to the
Company's knowledge, there are no business relationships or related-party
transactions involving the Company and its officers or directors that are of the
type required to be disclosed to the Commission.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Section 203; Rights Agreement</LI></P></OL>
</OL>

</U><P ALIGN="JUSTIFY">.  The Board of Directors has heretofore taken all
necessary action to approve, and has approved, for purposes of Section 203 of
the Delaware General Corporation Law (including any successor statute thereto
"<U>Section 203</U>") the Investor's becoming, together with its
Affiliates and associates, an "interested stockholder" within the
meaning of Section 203 solely as  result of the transaction contemplated by this
Agreement, such that, as of the Execution Date and from and after the Closing,
Section 203 will not be applicable to any "business combination"
within the meaning of Section 203 that may take place between the Investor
and/or its affiliates or associates, on the one hand, and the Company, on the
other, solely as a result of the transactions contemplated by this Agreement.
The Company does not have a rights agreement, poison pill or similar arrangement
in place.</P>
<P ALIGN="JUSTIFY"></P>
<OL>

<I><U><LI>COVENANTS OF THE COMPANY AND THE INVESTOR</I></U>.</LI>
<OL>

<U><LI>Participation Rights</LI>
</U><P ALIGN="JUSTIFY">.  If the Investor does not lead the next equity
financing round for the Company, whether (a) because the Investor was unable to
arrange a syndicate, (b) an offered financing was not accepted by the Company or
(c) any other reason, then, the Company will use commercially reasonable efforts
to permit the Investor to invest fifteen percent (15%) (or greater if mutually
agreed) of each subsequent equity financing over the two (2) years following the
Closing Date at the same time and on the same terms as other investors in such
financing, subject to Nasdaq and U.S. securities laws limitations, if any.  To
the extent practical under the circumstances, the Company will use commercially
reasonable efforts to provide the Investor with a written notice (the
"<U>Participation Notice</U>"), which the Company will use
commercially reasonable efforts to provide not less than ten (10) Business Days
prior to the expected date of the closing of such financing, which notice shall
set forth in reasonable details, to the extent then known, the material terms of
such financing, the expected date of the closing of such financing and, unless
the Company is restricted from doing so, identities of the other investors.  If
the Investor indicates a desire to participate in such financing in writing, the
Company will also use commercially reasonable efforts to keep the Investor
reasonably informed of material developments in such financing and will instruct
any placement agent, underwriter or broker hired by the Company to use
commercially reasonable efforts to permit the Investor to participate in such
financing as described above if so desired by the Investor.  The Investor will
keep strictly confidential, and not use for any purpose other than evaluating
its participation in such financing, any information provided to it by the
Company hereunder.  Without limiting the foregoing, in no event will Investor
contact any proposed investor identified to the Investor hereunder with respect
to a proposed investment in the Company.  The Investor's right under this
Section 4.1 will terminate if the Investor chooses not to participate in any
such financing.  </P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Director Seat</LI></P>
</U><P ALIGN="JUSTIFY">.  The Company will promptly as practicable add a person
designated by the Investor in writing, who is reasonably acceptable to the
Company, to the Board of Directors and cause the Board of Directors to take all
necessary actions to effect such appointment, if each of the following
conditions has been satisfied: (a) either (i) the Company closes on an equity
financing syndicated by the Investor of at least $25 million within the twelve
(12) months following the Closing or (ii) the Investor participates in a
subsequent financing over the two (2) years following the Closing by purchasing
securities sold in such financings from the Company with an aggregate purchase
price of at least $10 million and (b) the Investor has not at that time sold
more than fifty percent (50%) of the Securities purchased pursuant to this
Agreement and, if all the other conditions set forth in this <U>Section 4.2</U>
are satisfied prior to the second (2nd) anniversary of the Closing Date, agrees
not to sell more than fifty percent (50%) of the Securities prior to the date
two (2) years following the Closing Date.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Reservation of Common Stock</LI></P>
</U><P ALIGN="JUSTIFY">.  The Company shall, on the Closing Date, have
authorized and reserved for issuance to the Investor free from any preemptive
rights, and shall keep available at all times during which the Warrant is
outstanding, a number of shares of Common Stock (the "<U>Reserved
Amount</U>") that, on the Closing Date, is not less than one hundred
percent (100%) of the number of Warrant Shares issuable upon exercise of the <A
NAME="_DV_M299"></A>Warrant issued at the Closing, without regard to any
limitation or restriction on such conversion or exercise that may be set forth
in the Warrant.  In the event that the Reserved Amount is insufficient at any
time to cover one hundred percent (100%) of the Registrable Securities issuable
upon the exercise of the Warrant (without regard to any restriction on such
conversion or exercise), the Company shall take such action (including, without
limitation, holding a meeting of its stockholders) to increase the Reserved
Amount to cover one hundred percent (100%) of the Registrable Securities
issuable upon such conversion and exercise, such increase to be effective not
later than the thirtieth (30th) day (or sixtieth (60th) day, in the event
stockholders approval is required for such increase) following the Company's
receipt of written notice of such deficiency.  While the Warrant is outstanding,
the Company shall not reduce the Reserved Amount without obtaining the prior
written consent of the Investor. </P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Limitations on Disposition</LI></P></OL>
</OL>

</U><P ALIGN="JUSTIFY">.  The Investor shall not sell, transfer, assign or
dispose of any Securities, unless:</P>
<P ALIGN="JUSTIFY"></P>
<OL TYPE="a">
<DIR>
<DIR>
<DIR>
<DIR>

<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>there is then in effect an effective registration
statement under the Securities Act covering such proposed disposition and such
disposition is made in accordance with such registration statement; or</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>the Investor has notified the Company in writing of any
such disposition, and furnished the Company with an opinion of counsel,
reasonably satisfactory to the Company, that such disposition will not require
registration of such Securities under the Securities Act; provided, however,
that no such opinion of counsel will be required (A) if the sale, transfer
or assignment complies with federal and state securities laws and is made to a
fund or other institutional investor that is an Affiliate of the Investor and
which is also an "accredited investor" as that term is defined in Rule
501 of Regulation D; provided, that such Affiliate provides the Company with
customary accredited investor and investment representations (comparable with
those set forth in <U>Section 2.2</U> hereof), and agrees to be bound by the
terms and conditions of this Agreement or (B) if the sale, transfer or
assignment is made pursuant to Rule 144 and the Investor provides the
Company with evidence reasonably satisfactory to the Company that the proposed
transaction satisfies the requirements of Rule 144.</LI></P></OL>
</DIR>
</DIR>
</DIR>
</DIR>
</OL>

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

<U><LI>Press Release</LI>
</U><P ALIGN="JUSTIFY">.  The Company agrees with the Investor that the Company
will (i) on or prior to 5:00 p.m. (Eastern Time) on the second Business Day
following the Execution Date, issue a press release disclosing the material
terms of this Agreement and the other Transaction Documents and the transactions
contemplated hereby and thereby and (ii) on or prior to 5:00 p.m. (eastern time)
on the fourth Business Day following the Execution Date, file with the
Commission a Current Report on Form 8-K disclosing the material terms of this
Agreement and the other Transaction Documents and the transactions contemplated
hereby and thereby; provided, however, that the Investor shall have a reasonable
opportunity to review and comment on any such press release or Form 8-K prior to
the issuance or filing thereof.  </P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Standstill</LI></P></OL>
</OL>

</U><P ALIGN="JUSTIFY">.  The Investor and Walsin Lihwa represent to the Company
that Walsin Lihwa is not a Subsidiary of any Person.  Until the second (2nd)
anniversary of the date of the Closing Date, none of the Investor, Walsin Lihwa
or any of their respective Subsidiaries, will, without the prior written consent
of the Company:</P>
<P ALIGN="JUSTIFY"></P>
<OL TYPE="a">
<DIR>
<DIR>
<DIR>
<DIR>

<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>acquire, offer to acquire, or agree to acquire, directly
or indirectly, by purchase or otherwise, any voting shares or direct or indirect
rights to acquire any voting shares of, or economic interest in (through
derivative securities or otherwise), the Company or any successor
thereto;</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>make, or in any way participate, directly or indirectly,
in any "solicitation" of "proxies" to vote (as such terms
are used in the rules of the Commission), seek to advise or influence any person
or entity with respect to the voting of any voting shares of the Company or seek
or propose to have called, or cause to be called, any meeting of the
stockholders of the Company;</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>make any public announcement with respect to, or submit a
proposal for, or offer of (with or without conditions) any extraordinary
transaction involving the Company or any of its securities or assets;
or</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>form, join or in any way participate in a
"group" as defined in Section 13(d)(3) of the Exchange Act in
connection with any of the foregoing.</LI></P></OL>
</DIR>
</DIR>
</DIR>
</DIR>
</OL>

<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">	The provisions of this <U>Section 4.6</U> shall be
inoperative and of no force or effect if, from and after the date hereof: (a)
any Person or group shall have acquired or entered into a binding definitive
agreement that has been approved by the Board of Directors (or any duly
constituted committee thereof composed entirely of independent directors) to
acquire more than 50% of the outstanding voting securities of the Company or
assets of the Company or its Subsidiaries representing more than 50% of the
consolidated earnings power of the Company and its subsidiaries, taken as a
whole, (b) any Person commences a tender or exchange offer which, if
consummated, would result in such Person's acquisition of beneficial ownership
of more than 50% of the outstanding voting securities of the Company, and in
connection therewith, the Company files with the Securities and Exchange
Commission a Schedule 14D-9 with respect to such offer that does not recommend
that the Company's stockholders reject such offer; or (c) the Board of Directors
(or any duly constituted committee thereof composed entirely of independent
directors) shall have determined in good faith, after consultation with outside
legal counsel, that the failure to waive, limit, amend or otherwise modify the
standstill provisions, would be reasonably likely to be inconsistent with the
fiduciary duties of the Board of Directors under applicable law; provided,
however, that with respect to clauses (a), (b) and (c) of this sentence, the
Investor shall not have solicited, initiated or participated with any such other
Person or group in connection with any of the transactions contemplated by
clauses (a), (b) and (c) of this sentence.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">	The provisions of this <U>Section 4.6</U> shall not limit
the Investor's rights under <U>Section 4.1</U> or limit the Investor from
presenting an investment to the Company of up to $40 million (reduced by any
funds raised by the Company after the Closing Date) in the aggregate over the
next twelve (12) months in which Investor is participating with the other
syndicate members provided that (i) each syndicate member agrees to keep the
offer to the Company and subsequent discussions confidential in a manner
reasonably acceptable to the Company and (ii) no syndicate member other than the
Investor would beneficially own (as defined in Rule 13d-3 under the Exchange
Act), if the offer is accepted, more than 15% of the Company's Common Stock and
the Investor would not beneficially own (as defined in Rule 13d-3 under the
Exchange Act), if the offer is accepted, more than 19.9% of the Company's Common
Stock.</P>
<P ALIGN="JUSTIFY"></P>
<OL>
<OL>

<U><P ALIGN="JUSTIFY"><LI>Undertakings of the Company</LI></P></OL>
</OL>

</U><P ALIGN="JUSTIFY">.  The Company agrees that it will, during the period
beginning on the Execution Date and ending on the Termination Date:</P>
<P ALIGN="JUSTIFY"></P>
<OL TYPE="a">
<DIR>
<DIR>
<DIR>
<DIR>

<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>maintain its corporate existence in good standing;
and</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>comply with all Governmental Requirements applicable to
the operation of its business, except for instances of noncompliance that would
not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.</LI></P></OL>
</DIR>
</DIR>
</DIR>
</DIR>
</OL>

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

<U><P ALIGN="JUSTIFY"><LI>Use of Proceeds</LI></P>
</U><P ALIGN="JUSTIFY">.  The Company shall use the proceeds from the sale of
the Shares and the Warrant for general corporate purposes; provided, that the
Company shall not use any of such proceeds (i) to pay any dividend or make any
distribution on any of its securities, or (ii) to repay any loan made to or
incurred by any Key Employee or any other officer or director or Affiliate of
the Company.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Listing</LI></P>
</U><P ALIGN="JUSTIFY">.  The Company has used, or promptly following the
Closing shall use, its commercially reasonable efforts to include all of the
Warrant Shares issuable upon exercise of the Warrant (without regard to any
limitation on such exercise) for listing on the Nasdaq Global Market.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Indemnification of Investor Parties</LI></P></OL>
</OL>

</U><P ALIGN="JUSTIFY">.  The Company will indemnify and hold the Investor and
its directors, managers, officers, shareholders, members, partners, employees
and agents (each, an "<U>Investor Party</U>") harmless from any and
all losses, liabilities, obligations, claims, contingencies, damages, costs and
expenses, including all judgments, amounts paid in settlements, court costs and
reasonable attorneys' fees and costs of investigation that any such Investor
Party may suffer or incur as a result of or relating to (a) any breach of any of
the representations, warranties, covenants or agreements made by the Company in
this Agreement or in the other Transaction Documents or (b) any action
instituted against the Investor, or any of its Affiliates, by any stockholder of
the Company who is not an Affiliate of the Investor, with respect to any of the
transactions contemplated by the Transaction Documents (unless such action is
based upon a breach of the Investor's representation, warranties or covenants
under the Transaction Documents or any written agreements or understandings the
Investor may have with any such stockholder or any violations by the Investor of
state or federal securities laws or any conduct by the Investor which
constitutes fraud, gross negligence, willful misconduct or malfeasance).  If any
action shall be brought against any Investor Party in respect of which indemnity
may be sought pursuant to this Agreement, such Investor Party shall promptly
notify the Company in writing, and the Company shall have the right to assume
the defense thereof with counsel of its own choosing.  Any Investor Party shall
have the right to employ separate counsel in any such action and participate in
the defense thereof, but the fees and expenses of such counsel shall be at the
expense of such Investor Party except to the extent that (i) the employment
thereof has been specifically authorized by the Company in writing, (ii) the
Company has failed after a reasonable period of time following such Investor
Party's written request that it do so, to assume such defense and to employ
counsel or (iii) in such action there is, in the reasonable opinion of such
separate counsel, a material conflict on any material issue between the position
of the Company and the position of such Investor Party.  The Company will not be
liable to any Investor Party under this Agreement (i) for any settlement by an
Investor Party effected without the Company's prior written consent, which shall
not be unreasonably withheld or delayed; or (ii) to the extent, but only to the
extent that a loss, claim, damage or liability is attributable to such Investor
Party's wrongful actions or omissions, or gross negligence or to such Investor
Party's breach of any of the representations, warranties, covenants or
agreements made by the Investor in this Agreement or in the other Transaction
Documents.</P>
<P ALIGN="JUSTIFY"></P>
<OL>

<I><U><LI>CONDITIONS TO CLOSING</I></U>.</LI>
<OL>

<U><P ALIGN="JUSTIFY"><LI>Conditions to Investor's Obligations at the
Closing</LI></P></OL>
</OL>

<P ALIGN="JUSTIFY">.</U>  The Investor's obligations to effect the Closing,
including, without limitation, its obligation to purchase Shares and Warrant at
the Closing, are conditioned upon the fulfillment (or waiver by the Investor in
its sole and absolute discretion) of each of the following events as of the
Closing Date, and the Company shall use its commercially reasonable efforts to
cause each of such conditions to be satisfied:</P>
<P ALIGN="JUSTIFY"></P>
<OL TYPE="a">
<DIR>
<DIR>
<DIR>
<DIR>

<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>the representations and warranties of the Company set
forth in this Agreement and in the other Transaction Documents shall be true and
correct as of such date as if made on such date (except to the extent that any
such representation or warranty relates to a particular date, such
representation or warranty shall be true and correct as of that particular
date); </LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>the Company shall have complied with or performed all of
the agreements, obligations and conditions set forth in this Agreement that are
required to be complied with or performed by the Company on or before the
Closing; </LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>the Company shall have delivered to the Investor a
certificate, signed by the Chief Executive Officer and Chief Financial Officer
of the Company, certifying that the conditions specified in <U>Sections
5.1(a)</U>, <U>(b)</U>, (<U>h)</U>, <U>(i)</U>, <U>(k)</U> and <U>(l)</U> have
been fulfilled as of the Closing, it being understood that the Investor may rely
on such certificate as though it were a representation and warranty of the
Company made herein;</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>the Company shall have delivered to the Investor duly
executed certificates representing the Shares and the Warrant being purchased by
the Investor;</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>the Company shall have executed and delivered to the
Investor the Registration Rights Agreement;</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>the Company shall have executed and delivered to the
Investor the Business Collaboration Agreement and the Business Collaboration
Agreement shall be effective and shall not be terminated;</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>the Company shall have delivered to the Investor a
certificate, signed by the Secretary or an Assistant Secretary of the Company,
attaching (i) the charter and bylaws of the Company, and (ii) resolutions passed
by its Board of Directors to authorize the transactions contemplated hereby and
by the other Transaction Documents, and certifying that such documents are true
and complete copies of the originals and that such resolutions have not been
amended or superseded, it being understood that the Investor may rely on such
certificate as a representation and warranty of the Company made
herein;</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>the Company shall have authorized and reserved for
issuance the aggregate number of shares of Common Stock issuable upon exercise
of the Warrant to be issued at the Closing (such number to be determined without
regard to any restriction on such exercise);</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>there shall be no injunction, restraining order or decree
of any nature of any court or Governmental Authority of competent jurisdiction
that is in effect that restrains or prohibits the consummation of the
transactions contemplated hereby and by the other Transaction
Documents;</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>the Closing Date shall occur on a date that is not later
than July 3, 2009;</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>there shall have occurred no material adverse change in
the Company's consolidated business or financial condition since the date of the
Company's most recent financial statements contained in the Disclosure
Documents; and</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>the Common Stock shall be listed on the Nasdaq Global
Market.</LI></P></OL>
</DIR>
</DIR>
</DIR>
</DIR>
</OL>

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

<U><P ALIGN="JUSTIFY"><LI>Conditions to Company's Obligations at the
Closing</LI></P></OL>
</OL>

<P ALIGN="JUSTIFY">.</U>  The Company's obligations to effect the Closing with
the Investor are conditioned upon the fulfillment (or waiver by the Company in
its sole and absolute discretion) of each of the following events as of the
Closing Date:</P>
<P ALIGN="JUSTIFY"></P>
<OL TYPE="a">
<DIR>
<DIR>
<DIR>
<DIR>

<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>the representations and warranties of the Investor set
forth in this Agreement and in the other Transaction Documents to which it is a
party shall be true and correct as of such date as if made on such date (except
to the extent that any such representation or warranty relates to a particular
date, such representation or warranty shall be true and correct as of that
date);</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>the Investor shall have complied with or performed all of
the agreements, obligations and conditions set forth in this Agreement that are
required to be complied with or performed by the Investor on or before the
Closing; </LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>there shall be no injunction, restraining order or decree
of any nature of any court or Governmental Authority of competent jurisdiction
that is in effect that restrains or prohibits the consummation of the
transactions contemplated hereby and by the other Transaction Documents;
</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>the Investor shall have executed each Transaction
Document to which it is a party and shall have delivered the same to the
Company; and</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI><A NAME="_DV_C316">the Investor shall have tendered to
the Company the Purchase Price for the Shares and the Warrant being purchased by
it at the Closing by wire transfer of immediately available
funds.</A>	</LI></P></OL>
</DIR>
</DIR>
</DIR>
</DIR>
</OL>

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

<I><U><LI>MISCELLANEOUS.</LI>
<OL>

</I><LI>Severability</LI>
</U><P ALIGN="JUSTIFY">.  In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement 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 Agreement to the parties.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Successors and Assigns</LI></P>
</U><P ALIGN="JUSTIFY">.  The terms and conditions of this Agreement shall inure
to the benefit of and be binding upon the respective successors and permitted
assigns of the parties.  Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and permitted assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.  The Investor may not assign its rights and obligations
hereunder without prior written consent of the Company; provided, however, that
the Investor may assign all or part of its rights and obligation hereunder to
its Subsidiaries, Walsin Lihwa or any of the Subsidiaries of Walsin Lihwa
without the Company's prior written consent.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>No Reliance</LI></P>
</U><P ALIGN="JUSTIFY">.  Each party acknowledges that (i) it has such knowledge
in business and financial matters as to be fully capable of evaluating this
Agreement, the other Transaction Documents, and the transactions contemplated
hereby and thereby, (ii) it is not relying on any advice or representation or
warranty of any other party in connection with entering into this Agreement, the
other Transaction Documents, or such transactions (other than the
representations and warranties made in this Agreement or the other Transaction
Documents), (iii) it has not received from any party any assurance or guarantee
as to the merits (whether legal, regulatory, tax, financial or otherwise) of
entering into this Agreement or the other Transaction Documents or the
performance of its obligations hereunder and thereunder, and (iv) it has
consulted with its own legal, regulatory, tax, business, investment, financial
and accounting advisors to the extent that it has deemed necessary, and has
entered into this Agreement and the other Transaction Documents based on its own
independent judgment and on the advice of its advisors as it has deemed
necessary, and not on any view (whether written or oral) expressed by any
party.</P>

<U><LI>Injunctive Relief</LI>
</U><P ALIGN="JUSTIFY">.  The parties hereto acknowledge and agree that a breach
by either of their obligations hereunder will cause irreparable harm to the
other party and that the remedy or remedies at law for any such breach will be
inadequate and agrees that, in the event of any such breach, in addition to all
other available remedies, the non-breaching party shall be entitled to an
injunction restraining any breach and requiring immediate and specific
performance of such obligations.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Governing Law; Jurisdiction</LI></P>
</U><P ALIGN="JUSTIFY">.  This Agreement 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 Agreement 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.</P>

<U><LI>Counterparts</LI>
</U><P ALIGN="JUSTIFY">.  This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.  This Agreement may be
executed and delivered by facsimile transmission or electronic mail.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Headings</LI></P>
</U><P ALIGN="JUSTIFY">.  The headings used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting this
Agreement.  </P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Notices</LI></P>
</U><P ALIGN="JUSTIFY">.  Any notice, demand or request required or permitted to
be given by the Company or the Investor pursuant to the terms of this Agreement
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
(3rd) Business Day after timely delivery to an international overnight courier,
addressed as follows:</P>
<P ALIGN="JUSTIFY"></P>
<I><P ALIGN="JUSTIFY">		If to the Company</I>:</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>
<I><P ALIGN="JUSTIFY">with a copy<A NAME="_DV_C205"> </A>to</I>:</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>
<I><P ALIGN="JUSTIFY">If to the Investor</I>:</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>
<I><P ALIGN="JUSTIFY">with a copy (which shall not constitute notice)
to</I>:</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><LI>Expenses</LI>
</U><P ALIGN="JUSTIFY">.  The Company and the Investor shall pay all of its
respective costs and expenses that it incurs in connection with the negotiation,
execution, delivery and performance of this Agreement or the other Transaction
Documents.<A NAME="_DV_M503"><A NAME="_DV_M505"></A></A></P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Entire Agreement; Amendments</LI></P>
</U><P ALIGN="JUSTIFY">.  This Agreement and the other Transaction Documents
constitute the entire agreement between the parties with regard to the subject
matter hereof and thereof, superseding all prior agreements or understandings,
whether written or oral, between or among the parties.  Except as expressly
provided herein, neither this Agreement nor any term hereof may be amended
except pursuant to a written instrument executed by the Company and the Investor
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.</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Survival</LI></P></OL>
</OL>

</U><P ALIGN="JUSTIFY">.  The representations, warranties, covenants and
indemnity made by the Company herein and in the other Transaction Documents
shall survive the Closing notwithstanding any diligence investigation made by or
on behalf of the Investor.</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">[Signature Pages to Follow]</P>
<P ALIGN="JUSTIFY">	IN WITNESS WHEREOF, the undersigned have executed this
Purchase Agreement as of the date first-above written.</P>
<P ALIGN="JUSTIFY"></P>
<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> </P>
<P>MAX DISPLAY ENTERPRISES LIMITED</P>

<P ALIGN="JUSTIFY">By:	__<U>/s/ Chiao Yu Lon</U>___________</P>
<P ALIGN="JUSTIFY">	Name: Chiao Yu Lon</P>
<P ALIGN="JUSTIFY">	Title: Director</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"> </P>
<P ALIGN="JUSTIFY">For the sole purpose of agreeing to the provisions of Section
4.6:</P>
<P ALIGN="JUSTIFY"></P>
<P>WALSIN LIHWA CORPORATION</P>

<P ALIGN="JUSTIFY">By:	__<U>/s/ Chiao Yu Lon</U>___________</P>
<P ALIGN="JUSTIFY">	Name: Chiao Yu Lon</P>
<P ALIGN="JUSTIFY">	Title: Chairman</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="CENTER">EXHIBIT A</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">WARRANT</P>
<P ALIGN="CENTER"></P>
<U><P ALIGN="CENTER">EXHIBIT B</P>
<P ALIGN="CENTER"></P>
</U><P ALIGN="CENTER">REGISTRATION RIGHTS AGREEMENT</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER"> </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>