Exhibit 4.1  


MICROVISION, INC.  



	INCORPORATED UNDER THE LAWS OF

THE STATE OF DELAWARE	 	 	 	SEE REVERSE FOR STATEMENTS RELATING

TO RIGHTS, PREFERENCES,

PRIVILEGES AND RESTRICTIONS, IF ANY




FULLY
PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.001 PAR VALUE PER SHARES, OF 


MICROVISION, INC.  


Transferable only on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this certificate properly endorsed. The shares
represented by this certificate are subject to the terms and provisions of the Certificate of Incorporation and By-Laws of the Corporation as from time to time amended or restated. This certificate is
not valid until countersigned and registered by the Transfer Agent and Registrar. 


        WITNESS,
the facsimile seal and the facsimile signatures of the duly authorized officers of the Corporation. 



	/s/  WALTER J. LACK    

CHAIRMAN	 	[SEAL]	 	/s/  THOMAS M. WALKER    

SECRETARY








        The
Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional, or other special rights of
each class of stock or series thereof of the Corporation and the qualifications, limitations or restrictions of such preferences and/or rights. 



        The
follow abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations. 



TEN
COM—as tenants in common

TEN ENT—as tenants by the entireties

JT TEN—as joint tenants with rights of survivorship and not as tenants in common. 



	UNIF GIFT MIN ACT—	 	 	 	Custodian	 	 
	 	 	
(Cust)	 	 	 	
 (Minor)
	 	 	under the Uniform Gifts to Minors Act
	

 	
 	

    
(State)
	

UNIF TRF MIN ACT—	
 	

 	
 	

Custodian until age	
 	

 
	 	 	
 (Cust)	 	 	 	

	 	 	 	 	under Uniform Transfers to Minors Act
	 	 	
(Minor)	 	 	 	 
	

 	
 	

    
 (State)





Additional abbreviations may also be used though not in the above list. 


        FOR
VALUE RECEIVED,                        hereby sell, assign and transfer 



	PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE	 	 
	
	 	 
	

  

    	
 	

 
	
	 	 





	    
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)
	

    
    
	



    
    
	



    
Shares of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
	



    
 Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.





	Dated	 	 	 	 
	 	 	
	 	 
	

  

    	
 	

 	
 	

 
	

 	
 	
NOTICE	
 	

    
 THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
	Signature(s) Guaranteed	 	 





	

 	
 	

 	
 	

 
	By	 	 	 	 
	 	 	
	 	 
	THE SIGNATURES SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED MEDALLION SIGNATURE GUARANTEE
PROGRAM) PURSUANT TO S.E.C. RULE 17Ad-15.