<B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"> </P>
<P ALIGN="JUSTIFY">	REGISTRATION RIGHTS AGREEMENT</P>
</B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"> </P>
<P ALIGN="JUSTIFY">	This REGISTRATION RIGHTS AGREEMENT (this
"<U>Agreement</U>"), dated as of June 22, 2009, is 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>
<P ALIGN="JUSTIFY">	A.	The Company has agreed, on the terms and subject to
the conditions set forth in the Securities Purchase Agreement, dated as of June
22, 2009 (the "<U>Securities Purchase Agreement</U>"), to issue and
sell to the Investor named therein (A) shares of the Company's common stock, par
value $0.001 per share (the "<U>Common Stock</U>") and (B) the Warrant
in the form attached to the Securities Purchase Agreement (the
"<U>Warrant</U>").</P>
<P ALIGN="JUSTIFY">		</P>
<P ALIGN="JUSTIFY">	B.	The Warrant is exercisable into shares of Common
Stock (the "<U>Warrant Shares</U>") in accordance with their terms.
</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">	 In consideration of the Investor entering into the
Securities Purchase Agreement, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:</P>
<P ALIGN="JUSTIFY"></P><DIR>
<DIR>

<P ALIGN="JUSTIFY">	1.	<U>DEFINITIONS</U>.</P>
<P ALIGN="JUSTIFY"></P></DIR>
</DIR>

<P ALIGN="JUSTIFY">	For purposes of this Agreement, the following terms shall
have the meanings specified:</P>
<P ALIGN="JUSTIFY"></P><DIR>
<DIR>

<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>Commission</U>" means the Securities and
Exchange Commission.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">	"<U>Effective Date</U>" means the date on which
the Registration Statement is declared effective by the Commission.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">	"<U>Holder</U>" means any person owning or
having the right to acquire, through exercise of the Warrant or otherwise,
Registrable Securities, including initially the Investor and thereafter any
permitted assignee thereof.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">	"<U>Registrable Securities</U>" means (i) the
Shares and the Warrant Shares and any other shares of Common Stock issuable
pursuant to the terms of the Securities Purchase Agreement or the Warrant, and
(ii) any shares of capital stock issued or issuable from time to time (with any
adjustments) in replacement of, in exchange for or otherwise in respect of the
Shares or the Warrant Shares.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">	"<U>Registration Deadline</U>" means the last
day of the 120-day period following the Closing Date.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">	"<U>Registration Period</U>" has the meaning
set forth in Section 2(b).</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">	"<U>Registration Statement</U>" means a
registration statement or statements prepared in compliance with the Securities
Act pursuant to Section 2(a).</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">	"<U>Required Holders</U>" means the Holders of
a majority of the Registrable Securities that are either then outstanding or are
issuable on exercise of the Warrant then outstanding (without regard to any
limitation on such exercise).</P>
<P ALIGN="JUSTIFY"></P></DIR>
</DIR>

<P ALIGN="JUSTIFY">	Capitalized terms used herein and not otherwise defined
shall have the respective meanings specified in the Securities Purchase
Agreement.</P>
<P ALIGN="JUSTIFY">	 </P>
<P ALIGN="JUSTIFY">	2.	<U>REGISTRATION</U>.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		(a)	<U>Filing of Registration Statement</U>.  As
soon as practicable but in no event later than 30 days after the Closing (the
"Filing Deadline"), the Company shall prepare and file with the
Commission a Registration Statement on Form S-3 pursuant to Rule 415 under the
Securities Act covering the resale of a number of shares of Registrable
Securities equal to the sum of (i) the aggregate number of Shares issued under
the Securities Purchase Agreement <U>plus</U> (ii) the aggregate number of
shares of Common Stock issuable on the Closing Date pursuant to the exercise of
the Warrant (such number to be determined using the Exercise Price in effect on
such date and without regard to any restriction on the ability to exercise the
Warrant as of such date).  Such Registration Statement shall state, to the
extent permitted by Rule 416 under the Securities Act, that it also covers such
indeterminate number of additional shares of Common Stock as may become issuable
upon the exercise of the Warrant as a result of adjustments pursuant to the
Warrant.  In the event that Form S-3 is not available for the registration of
the resale of Registrable Securities hereunder, the Company shall (x) register
the resale of the Registrable Securities on another appropriate form reasonably
acceptable to the Required Holders and (y) undertake to register the Registrable
Securities on Form S-3 as soon as such form is available, provided that the
Company shall maintain the effectiveness of the Registration Statement then in
effect until such time as a Registration Statement on Form S-3 covering the
Registrable Securities has been declared effective by the Commission or is no
longer required to be maintained effective hereunder.  </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		(b)	<U>Effectiveness</U>.  The Company shall use
its best efforts to cause the Registration Statement to become effective as soon
as practicable, but in no event later than the Registration Deadline.  The
Company shall maintain the effectiveness of each Registration Statement filed
pursuant to this Agreement until the earlier to occur of (i) the date on which
all of the Registrable Securities eligible for resale thereunder have been
publicly sold pursuant to either the Registration Statement or Rule 144, (ii)
the date on which all of the Registrable Securities remaining to be sold under
such Registration Statement (in the reasonable opinion of counsel to the
Company) may be immediately sold to the public under Rule 144 or any successor
provision, and (iii) the third (3<SUP>rd</SUP>) anniversary of the Closing Date
(the period beginning on the Closing Date and ending on the earlier to occur of
(i), (ii) and (iii) above being referred to herein as the "<U>Registration
Period</U>").</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		(c) 	<U>Registration of Other Securities</U>.  In
no event shall the Company include any securities other than Registrable
Securities on any Registration Statement filed by the Company on behalf of the
Holders pursuant to the terms hereof.</P>
<P ALIGN="JUSTIFY">		</P>
<P ALIGN="JUSTIFY">	3.	<U>OBLIGATIONS OF THE COMPANY</U>.</P>
<P ALIGN="JUSTIFY">	In addition to performing its obligations hereunder,
including without limitation those pursuant to Section 2 above, the Company
shall, with respect to each Registration Statement:</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"> 	 	(a)	prepare and file with the Commission such
amendments and supplements to such Registration Statement and the prospectus
used in connection with such Registration Statement as may be necessary to
comply with the provisions of the Securities Act or to maintain the
effectiveness of such Registration Statement during the Registration Period, or
as may be reasonably requested by a Holder in order to incorporate information
concerning such Holder or such Holder's intended method of distribution; </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		(b)	promptly following the Closing, use its best
efforts to secure the listing on the Nasdaq Global Market of all Registrable
Securities and provide each Holder with reasonable evidence thereof;</P>
<P ALIGN="JUSTIFY">	</P>
<P ALIGN="JUSTIFY">		(c)	so long as a Registration Statement is
effective covering the resale of the applicable Registrable Securities owned by
a Holder, furnish to each Holder such number of copies of the prospectus
included in such Registration Statement, including a preliminary prospectus, in
conformity with the requirements of the Securities Act, and such other documents
as such Holder may reasonably request in order to facilitate the disposition of
such Holder's Registrable Securities;</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		(d)	use commercially reasonable efforts to
register or qualify the Registrable Securities under the securities or
"blue sky" laws of such jurisdictions within the United States as
shall be reasonably requested from time to time by a Holder, and do any and all
other acts or things which may reasonably be necessary or advisable to enable
such Holder to consummate the public sale or other disposition of the
Registrable Securities in such jurisdictions; <I>provided</I> that the Company
shall not be required in connection therewith or as a condition thereto to
qualify to do business or to file a general consent to service of process in any
such jurisdiction;</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		(e)	notify each Holder promptly after becoming
aware of the occurrence of any event as a result of which the prospectus
included in such Registration Statement, as then in effect, contains an untrue
statement of material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing, and as promptly as practicable prepare
and file with the Commission and furnish to each Holder a reasonable number of
copies of a supplement or an amendment to such prospectus as may be necessary so
that such prospectus does 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 not misleading in light of the circumstances then
existing; </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		(f)	use commercially reasonable efforts to prevent
the issuance of any stop order or other order suspending the effectiveness of
such Registration Statement and, if such an order is issued, to use commercially
reasonable efforts to obtain the withdrawal thereof at the earliest possible
time and to notify each Holder in writing of the issuance of such order and the
resolution thereof;</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		(g)	furnish to each Holder, on the date that such
Registration Statement, or any successor registration statement, becomes
effective, a letter, dated such date, signed by an officer of the Company or of
outside counsel to the Company (and reasonably acceptable to such Holder)
addressed to such Holder, confirming such effectiveness and, to the knowledge of
such officer or counsel, the absence of any stop order;</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		(h)	provide to each Holder and its representatives
the reasonable opportunity to conduct, subject to confidentiality agreements
reasonably acceptable to the Company, a reasonable inquiry of the Company's
financial and other records during normal business hours and make available
during normal business hours and with reasonable advance notice its officers,
directors and employees for questions regarding information which such Holder
may reasonably request in order to fulfill any due diligence obligation on its
part; </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		(i)	permit counsel for each Holder to review such
Registration Statement and all amendments and supplements thereto, and any
comments made by the staff of the Commission concerning such Holder and/or the
transactions contemplated by the Securities Purchase Agreement and the Company's
responses thereto, within a reasonable period of time prior to the filing
thereof with the Commission (or, in the case of comments made by the staff of
the Commission, within a reasonable period of time following the receipt thereof
by the Company); and</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		(j)	 in the event that, at any time, the number of
shares available under the Registration Statement is insufficient to cover the
sum of (i) the aggregate number of Shares plus (ii) the aggregate number of
Warrant Shares that are Registrable Securities then outstanding or issuable
under the Warrant (such number to be determined using the Exercise Price in
effect at such time and without regard to any restriction on the ability to
exercise the Warrant), the Company shall promptly amend such Registration
Statement or file a new registration statement, in any event as soon as
practicable, but not later than the tenth (10th) Business Day following notice
from a Holder of the occurrence of such event, so that such Registration
Statement or such new registration statement, or both, covers no less than the
sum of (i) the aggregate number of Shares plus (ii) the aggregate number of the
Warrant Shares that are Registrable Securities eligible for resale thereunder.
The Company shall use its best efforts to cause such amendment and/or new
Registration Statement to become effective as soon as practicable following the
filing thereof. Any Registration Statement filed pursuant to this Section 3(j)
shall state that, to the extent permitted by Rule 416 under the Securities Act,
such Registration Statement also covers such indeterminate number of additional
shares of Common Stock as may become issuable upon exercise of the Warrant in
order to prevent dilution resulting from stock splits, stock dividends or
similar events. Unless and until such amendment or new Registration Statement
becomes effective, each Holder shall have the rights described in Section 2(c)
above.</P>
<P ALIGN="JUSTIFY">	</P>
<P ALIGN="JUSTIFY">	4.	<U>PERMITTED SUSPENSION</U>.</P>
<U><P ALIGN="JUSTIFY"></P>
</U><P ALIGN="JUSTIFY">		(a)  <U>Black-Out Period</U>.  Notwithstanding
the Company's obligations under this Agreement, if in the good faith judgment of
the Company, following consultation with legal counsel, it would be detrimental
to the Company or its stockholders for resales of Registrable Securities to be
made pursuant to the Registration Statement due to the existence of a material
development involving the Company which the Company would be obligated to
disclose in the Registration Statement, which disclosure would be premature or
otherwise inadvisable at such time or would have a Material Adverse Effect upon
the Company and its stockholders, the Company shall have the right to suspend
the use of the Registration Statement for a period of not more than thirty (30)
days (the "<U>Black-out Period</U>"); <I>provided, however</I>, that
the Company may so defer or suspend the use of the Registration Statement for no
more than forty five (45) days in the aggregate in any twelve-month period.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		(b)	<U>Suspension</U>.  Notwithstanding anything
to the contrary contained herein or in the Securities Purchase Agreement, if the
use of the Registration Statement is suspended by the Company, the Company shall
promptly give written notice of the suspension to each Holder and shall promptly
notify each Holder in writing as soon as the use of the Registration Statement
may be resumed.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">	5.	<U>OBLIGATIONS OF EACH HOLDER</U>.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">	In connection with the registration of Registrable
Securities pursuant to a Registration Statement, and as a condition to the
Company's obligations under Section 2 hereof, each Holder shall:  </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		(a)  timely furnish to the Company in writing (i) a
completed shareholder questionnaire and (ii) such information in writing
regarding itself and the intended method of disposition of such Registrable
Securities, in each case, as the Company shall reasonably request in order to
effect the registration thereof; </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		(b)  upon receipt of any notice from the Company of
the happening of any event of the kind described in Sections 3(e) or 3(f) or of
the commencement of a Black-out Period, immediately discontinue any sale or
other disposition of such Registrable Securities pursuant to such Registration
Statement until the filing of an amendment or supplement as described in Section
3(e) or withdrawal of the stop order referred to in Section 3(f), or the
termination of the Black-out Period, as the case may be, and maintain the
confidentiality of such notice and its contents; </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		(c)  to the extent required by applicable law,
deliver a prospectus to the purchaser of such Registrable Securities; </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		(d)  notify the Company when it has sold all of the
Registrable Securities held by it; and</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(e)  notify the Company in the event that any information
supplied by such Holder in writing for inclusion in such Registration Statement
or related prospectus is untrue or omits to state a material fact required to be
stated therein or necessary to make such information not misleading in light of
the circumstances then existing; immediately discontinue any sale or other
disposition of such Registrable Securities pursuant to such Registration
Statement until the filing of an amendment or supplement to such prospectus as
may be necessary so that such prospectus does 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 not misleading in light of the
circumstances then existing; and use commercially reasonable efforts to assist
the Company as may be appropriate to make such amendment or supplement effective
for such purpose.</P>
<P ALIGN="JUSTIFY">	6.	<U>INDEMNIFICATION</U>.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">	In the event that any Registrable Securities are included
in a Registration Statement under this Agreement:</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		(a)	To the extent permitted by law, the Company
shall indemnify and hold harmless each Holder, the officers, directors,
employees, agents and representatives of such Holder, and each person, if any,
who controls such Holder within the meaning of the Securities Act or the
Securities Exchange Act of 1934, as amended (the "<U>Exchange
Act</U>"), against any losses, claims, damages, liabilities or reasonable
out-of-pocket expenses (whether joint or several) (collectively, including
reasonable legal expenses or other expenses reasonably incurred in connection
with investigating or defending same, "<U>Losses</U>"), insofar as any
such Losses arise out of or are based upon (i) any untrue statement or alleged
untrue statement of a material fact contained in such Registration Statement
under which such Registrable Securities were registered, including any
preliminary prospectus or final prospectus contained therein or any amendments
or supplements thereto, or (ii) the omission or alleged omission to state
therein 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.  Subject to the provisions of Section 6(c), the Company will
reimburse such Holder, and each such officer, director, employee, agent,
representative or controlling person, for any reasonable legal expenses or other
out-of-pocket expenses as reasonably incurred by any such entity or person in
connection with investigating or defending any Loss; <I>provided, however</I>,
that the foregoing indemnity shall not apply to amounts paid in settlement of
any Loss if such settlement is effected without the consent of the Company
(which consent shall not be unreasonably withheld), nor shall the Company be
obligated to indemnify any person for any Loss to the extent that such Loss is
(i) based upon and is in conformity with written information furnished by such
person expressly for use in such Registration Statement or (ii) based on a
failure of such person to deliver or cause to be delivered the final prospectus
contained in the Registration Statement and made available by the Company, if
such delivery is required by applicable law.  The Company shall not enter into
any settlement of a Loss that does not provide for the unconditional release of
such Holder from all liabilities and obligations relating to such Loss.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		(b)	To the extent permitted by law, each Holder
who is named in such Registration Statement as a selling stockholder, acting
severally and not jointly, shall indemnify and hold harmless the Company, the
officers, directors, employees, agents and representatives of the Company, and
each person, if any, who controls the Company within the meaning of the
Securities Act or the Exchange Act, against any Losses to the extent (and only
to the extent) that any such Losses are based upon and in conformity with
written information furnished by such Holder expressly for use in such
Registration Statement. Subject to the provisions of Section 6(c), such Holder
will reimburse any legal or other expenses as reasonably incurred by the Company
and any such officer, director, employee, agent, representative, or controlling
person, in connection with investigating or defending any such Loss;
<I>provided, however</I>, that the foregoing indemnity shall not apply to
amounts paid in settlement of any such Loss if such settlement is effected
without the consent of such Holder (which consent shall not be unreasonably
withheld); and <I>provided, further</I>, that, in no event shall any indemnity
under this Section 6(b) exceed the gross proceeds resulting from the sale of the
Registrable Securities sold by such Holder under such Registration
Statement.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		(c)	Promptly after receipt by an indemnified party
under this Section 6 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 6, promptly
deliver to the indemnifying party a written notice of the commencement thereof
and the indemnifying party shall have the right to participate in and to assume
the defense thereof with counsel selected by the indemnifying party and
reasonably acceptable to the indemnified party; <I>provided, however</I>, that
an indemnified party shall have the right to retain its own counsel, with the
reasonably incurred fees and expenses of one such counsel for all indemnified
parties to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would be
inappropriate under applicable standards of professional conduct due to actual
or potential conflicting interests between such indemnified party and any other
party represented by such counsel in such proceeding.  The failure to deliver
written notice to the indemnifying party within a reasonable time of the
commencement of any such action, to the extent prejudicial to its ability to
defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 6 with respect to such action, but the
omission so to deliver written notice to the indemnifying party will not relieve
it of any liability that it may have to any indemnified party otherwise than
under this Section 6 or with respect to any other action unless the indemnifying
party is materially prejudiced as a result of not receiving such notice.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		(d)	In the event that the indemnity provided in
Sections 6(a) or 6(b) is unavailable or insufficient to hold harmless an
indemnified party for any reason for the losses referred to therein, the Company
and each Holder agree, severally and not jointly, to contribute to the aggregate
Losses to which the Company or such Holder may be subject in such proportion as
is appropriate to reflect the relative fault of the Company and such Holder in
connection with the statements or omissions which resulted in such Losses;
<I>provided, however</I>, that in no case shall such Holder be responsible for
any amount in excess of the net proceeds resulting from the sale of the
Registrable Securities sold by it under the Registration Statement.  Relative
fault shall be determined by reference to whether any alleged untrue statement
or omission relates to information provided by the Company or by such Holder.
The Company and each Holder agree that it would not be just and equitable if
contribution were determined by <I>pro rata</I> allocation or any other method
of allocation which does not take account of the equitable considerations
referred to above.  Notwithstanding the provisions of this Section 6(d), no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who is not guilty of such fraudulent misrepresentation.  For purposes of this
Section 6, each person who controls a Holder within the meaning of either the
Securities Act or the Exchange Act and each officer, director, employee, agent
or representative of such Holder shall have the same rights to contribution as
such Holder, and each person who controls the Company within the meaning of
either the Securities Act or the Exchange Act and each officer, director,
employee, agent or representative of the Company shall have the same rights to
contribution as the Company, subject in each case to the applicable terms and
conditions of this Section 6(d).</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		(e)	The obligations of the Company and each Holder
under this Section 6 shall survive the exercise of the Warrants in full,
the completion of any offering or sale of Registrable Securities pursuant to a
Registration Statement under this Agreement, or otherwise.  In addition,
obligations of the Company under this Section 6 are in addition to any liability
that the Company may have to any Holder.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">	7.	<U>REPORTS</U>.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		With a view to making available to each Holder the
benefits of Rule 144 and any other similar rule or regulation of the Commission
that may at any time permit such Holder to sell securities of the Company to the
public without registration, the Company agrees to use commercially reasonable
efforts (until all of the Registrable Securities have been sold under a
Registration Statement or pursuant to Rule 144) to:</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		(a)	make and keep public information available, as
those terms are understood and defined in Rule 144; </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		(b)	file with the Commission in a timely manner
all reports and other documents required of the Company under the Securities Act
and the Exchange Act; and</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		(c) 	furnish to such Holder, so long as such
Holder owns any Registrable Securities, promptly upon written request (i) a
written statement by the Company, if true, that it has complied with the
reporting requirements of Rule 144, the Securities Act and the Exchange Act,
(ii) to the extent not publicly available through the Commission's EDGAR
database, a copy of the most recent annual or quarterly report of the Company
and such other reports and documents so filed by the Company with the
Commission, and (iii) such other information as may be reasonably requested by
such Holder in connection with such Holder's compliance with any rule or
regulation of the Commission which permits the selling of any such securities
without registration.</P>
<P ALIGN="JUSTIFY">		</P>
<P ALIGN="JUSTIFY">	8. 	<U>MISCELLANEOUS</U>.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		(a)	<U>Expenses of Registration</U>.  Except as
otherwise provided in the Securities Purchase Agreement, all reasonable
expenses, other than underwriting discounts and commissions and fees and
expenses of counsel and other advisors to each Holder, incurred in connection
with the registrations, filings or qualifications described herein, including
(without limitation) all registration, filing and qualification fees, printers'
and accounting fees, the fees and disbursements of counsel for the Company, and
the fees and disbursements incurred in connection with the letter described in
Section 3(g),  shall be borne by the Company.</P>
<P ALIGN="JUSTIFY"> </P>
<P ALIGN="JUSTIFY">		(b)	<U>Amendment; Waiver</U>.  Except as expressly
provided herein, neither this Agreement nor any term hereof may be amended or
waived except pursuant to a written instrument executed by the Company and <A
NAME="_Hlk231403884">the Required Holders. </A>Any amendment or waiver effected
in accordance with this Section 8(b) shall be binding upon each Holder, each
future Holder and the Company.  Any waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given.  The failure
of any party to exercise any right or remedy under this Agreement or otherwise,
or the delay by any party in exercising such right or remedy, shall not operate
as a waiver thereof.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		(c)	<U>Notices</U>.  Any notice, demand or request
required or permitted to be given by the Company or a Holder 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 (3<SUP>rd</SUP>) Business Day after timely delivery to an
international overnight courier, addressed as follows:</P>
<I><P ALIGN="JUSTIFY"></P>
<P>		If to the Company</I>:</P>

<P>		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>		with a copy<A NAME="_DV_C205"> (which shall not constitute notice)
</A>to:</P>
</I><P ALIGN="JUSTIFY"></P><DIR>
<DIR>
<DIR>
<DIR>

<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></DIR>
</DIR>
</DIR>
</DIR>

<P><A NAME="_DV_M494"><A NAME="_DV_M495"><A NAME="_DV_M496"></A></A></A>and if
to a Holder, to such address as shall be designated by such Holder in writing to
the Company. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		(d)	<U>Assignment</U>.  Upon the transfer of any
Warrant or Registrable Securities by a Holder, the rights of such Holder
hereunder with respect to such securities so transferred shall be assigned
automatically to the transferee thereof, and such transferee shall thereupon be
deemed to be a "Holder" for purposes of this Agreement, as long as:
(i) the Company is, within a reasonable period of time following such transfer,
furnished with written notice of the name and address of such transferee, (ii)
the transferee agrees in writing with the Company to be bound by all of the
provisions hereof, and (iii) such transfer is made in accordance with the
applicable requirements of the Securities Purchase Agreement or the Warrant, as
applicable.</P>
<P ALIGN="JUSTIFY">		(e)	<U>Counterparts</U>.  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.</P>
<P ALIGN="JUSTIFY">		(f)	<U>Governing Law</U>.  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 the State of Washington 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>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		(g)	<U>Holder of Record</U>.  A person is deemed
to be a Holder whenever such person owns or is deemed to own of record
Registrable Securities.  If the Company receives conflicting instructions,
notices or elections from two or more persons with respect to the same
Registrable Securities, the Company shall act upon the basis of instructions,
notice or election received from the record owner of such Registrable
Securities.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><A NAME="_DV_C109">(h)	<U>Entire Agreement</U>. 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.  </A></P>
<P ALIGN="JUSTIFY"><A NAME="_DV_C110">(i)	<U>Headings</U>.  The headings used
in this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.</A></P>
<P ALIGN="JUSTIFY"><A NAME="_DV_C112">(j)	<U>Third Party Beneficiaries</U>.
This Agreement is intended for the benefit of the parties hereto and their
respective permitted successors and assigns, and is not for the benefit of, nor
may any provision hereof be enforced by, any other person.</A></P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER"> </P>
<P ALIGN="CENTER"> </P>
<P ALIGN="CENTER"> </P>
<P ALIGN="CENTER"> </P>
<P ALIGN="CENTER">[Signature Pages to Follow]</P>
<P ALIGN="JUSTIFY">	IN WITNESS WHEREOF, the undersigned have executed this
Registration Rights Agreement as of the date first-above written.</P>
<P ALIGN="JUSTIFY">	</P>
<P ALIGN="JUSTIFY">MICROVISION, INC.</P>
<P ALIGN="JUSTIFY"></P>
<P> </P>
<P ALIGN="JUSTIFY">By: 	__<U>/s/ Jeff T. Wilson</U>_________</P>
<P>     	Name:  Jeff T. Wilson</P>
<P>     	Title:  Chief Financial Officer  <U><BR>
</P>
</U><P ALIGN="JUSTIFY"></P><DIR>
<DIR>

<P>MAX DISPLAY ENTERPRISES LIMITED</P>
<B><P><BR>
</P></DIR>
</DIR>

</B><P>By:	__<U>/s/ Chiao Yu Lon</U>___________</P>
<P>	Name: Chiao Yu Lon</P>
<P>	Title: Director<U><BR>
</P>
</U><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"> </P>
<P ALIGN="JUSTIFY"> </P>
<P ALIGN="JUSTIFY"> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>