UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 10-K/A

Amendment No. 1 to Form 10-K

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[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
     for the fiscal year ended December 31, 2008

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
        For the transition period from ________ to ________

Commission file number    0-21221



Microvision, Inc.



|Delaware                                                       | 91-1600822                             
|-------------------------------------------------------------- | ---------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number)

6222 185th Ave NE
Redmond, Washington      98052

(425) 936-6847

Securities registered pursuant to Section 12(b) of the Exchange Act:



|Title of each class           | Name of each exchange on which registered
|----------------------------- | -----------------------------------------
|Common Stock, $.001 par value | NASDAQ Global Market                     

Securities registered pursuant to Section 12(g) of the Exchange Act:None

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Act. Yes

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a
smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company"
in Rule 12b-2 of the Exchange Act. (Check one):

|Large accelerated filer      ̈ | Accelerated filer    x | Non-accelerated filer     ̈ (Do not check if a smaller reporting company) | Smaller reporting company     ̈
|----------------------------- | ---------------------- | ------------------------------------------------------------------------ | ------------------------------

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes
oNox

The aggregate market value of the common stock held by non-affiliates of the registrant as of June 30, 2008  was
approximately $156.3 million (based on the closing price for the registrant's Common Stock on the NASDAQ Global
Market of $2.75 per share).

The number of shares of the registrant's Common Stock outstanding as of February 17, 2009  was 68,080,000.

Documents Incorporated by Reference

None.

EXPLANATORY NOTE

Microvision, Inc. is filing this Amendment No. 1 on Form 10K/A (this "Amendment") to amend its Annual Report on
Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission (the "SEC") on
March 6, 2009 (the "Original 10-K").

This Amendment is being filed to amend the Original 10-K to include the information required by Items 10 through 14
of Part III of Form 10-K.  Except for the addition of the Part III information, the updates to the cover page and the
filing of related certificates, no other changes have been made to the Original 10-K.  This Amendment does not reflect
events occurring after the filing of the Original 10-K or modify or update those disclosures affected by
subsequent events.




TABLE OF CONTENTS



|Part III. |                                                                                                | Page
|--------- | ---------------------------------------------------------------------------------------------- | ----
|Item 10.  | Directors and Executive Officers of Registrant                                                 | 2   
|Item 11.  | Executive Compensation                                                                         | 5   
|Item 12.  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 9   
|Item 13.  | Certain Relationships and Related Transactions                                                 | 11  
|Item 14.  | Principal Auditor Fees and Services                                                            | 11  

PART III

ITEM 10. 	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Set forth below are the name, position held and age of each of the directors
and executive officers of the Company. The principal occupation and recent
employment history of each director and executive officer is described below.



|                          |  |     |  |                                                
|------------------------- |  | --- |  | -----------------------------------------------
|Name                      |  | Age |  | Position                                       
|Richard A. Cowell (2)(3)* |  | 61  |  | Director                                       
|Slade Gorton (1)(3)*      |  | 81  |  | Director                                       
|Jeanette Horan (1)(2)*    |  | 53  |  | Director                                       
|Marc Onetto (3)*          |  | 58  |  | Director                                       
|Brian Turner (1)(2)*      |  | 49  |  | Director                                       
|Alexander Tokman          |  | 47  |  | Director, President and Chief Executive Officer
|Ian D. Brown              |  | 46  |  | Vice President, Sales and Marketing            
|Sridhar Madhavan          |  | 42  |  | Vice President, Research and Development       
|Thomas M. Walker          |  | 44  |  | Vice President, General Counsel and Secretary  
|Jeff. T. Wilson           |  | 48  |  | Chief Financial Officer                        

___________________

|* | Independent Director
|- | --------------------

|(1) | Member of the Compensation Committee
|--- | ------------------------------------

|(2) | Member of the Audit Committee
|--- | -----------------------------

|(3) | Member of the Nominating and Corporate Governance Committee
|--- | -----------------------------------------------------------

Alexander Tokman, age 47, has served as President, Chief Executive Officer
and a director of Microvision since January 2006.  Mr. Tokman served as
Microvision's President and Chief Operating Officer from July 2005 to January
2006.   Mr. Tokman, a former GE executive, joined Microvision after a 10-year
tenure at GE Healthcare, a subsidiary of General Electric, where he led several
global businesses, most recently as General Manager of its Global Molecular
Imaging and Radiopharmacy multi-technology business unit from 2003 to 2005.
Prior to that, between 1995 and 2003, Mr. Tokman served in various
cross-functional and cross-business leadership roles at GE where he led the definition
and commercialization of several medical modalities product segments including
PET/CT, which added over $500 million of revenue growth to the company within
the first three years of its commercial introduction.  Mr. Tokman is a certified
Six Sigma and Design for Six Sigma (DFSS) Black Belt and Master Black Belt and
as one of GE's Six Sigma pioneers, he drove the quality culture change across GE
Healthcare in the late 1990s. From November 1989 to March 1995 Mr. Tokman served
as technical programs lead and head of I&RD at Tracor Applied Sciences a
subsidiary of then Tracor, Inc.  Mr. Tokman has both an M.S. and B.S. in
Electrical Engineering from the University of Massachusetts, Dartmouth.

Ian D. Brown, age 46, has served as Vice President, Sales and Marketing of
Microvision since February 2006. Prior to joining Microvision, from March 1994
to February 2006, Mr. Brown served in various Sales and Marketing positions with
General Electric Healthcare, Americas. Most recently, from April 2004 to
February 2006, Mr. Brown served as the Sales and Marketing Manager--Nuclear
Medicine. From April 1989 to March 1994 Mr. Brown served as Technical Author--Nuclear
Medicine Operator Documentation with IGE Medical Systems, Radlett, UK.
Mr. Brown holds Ordinary & Higher National Certificates in Medical Physics
& Physiological Measurements from Paddington College, London, and a Post Graduate
Diploma in Management studies, University of Hertfordshire. He also holds a Six
Sigma Black Belt.

Sid Madhavan, age 42, joined Microvision in April 2006 as Vice President of
Research and Product Development. Madhavan, who worked for GE Healthcare from
1998 to 2006 where he held various management positions and most recently served
as an Engineering Subsystem Manager for a $2.1 billion Molecular Imaging and
Computer Tomography business, is a certified Six Sigma Black Belt and brings
over fifteen years of engineering product development and global management
experience. Mr. Madhavan received his B.S. degree in Electronics and
Communications from Madurai Kamaraj University in India and his M.S. in
Electrical Engineering from Texas A&M.

Thomas M. Walker, age 44, joined Microvision in May 2002 and serves as Vice
President, General Counsel and Secretary. Prior to joining Microvision, Mr.
Walker served as Senior Vice President, General Counsel and Secretary of
Advanced Radio Telecom Corp., a publicly held technology and services company
where he managed domestic and international legal affairs from April 1996 to
April 2002. Prior to that, Mr. Walker advised publicly and privately held
businesses while practicing in the Los Angeles offices of the law firms of
Pillsbury Winthrop and Buchalter, Nemer Fields and Younger. Mr. Walker holds a
B.A. from Claremont McKenna College and a J.D. from the University of Oregon.

Jeff T. Wilson, age 48, has served as Chief Financial Officer since April
2006, Principal Financial Officer since January 2006 and Principal Accounting
Officer of Microvision since August 1999. Mr. Wilson served as Vice President,
Accounting of Microvision from April 2002 to April 2006 and as Director of
Accounting of Microvision from August 1999 to March 2002. Prior to joining
Microvision, from 1991 to 1999, Mr. Wilson served in various accounting
positions for Siemens Medical Systems, Inc., a developer and manufacturer of
medical imaging equipment. Prior to 1991, Mr. Wilson served as a manager with
the accounting firm PricewaterhouseCoopers LLP.  Mr. Wilson is a Certified
Public Accountant. Mr. Wilson holds a B.S. in Accounting from Oklahoma State
University.

Colonel Richard A. Cowell, USA, (Ret.) has served as a director of the
Company since August 1996. Colonel Cowell is a Principal at Booz Allen Hamilton,
Inc. where he is involved in advanced concepts development and technology
transition, joint and service experimentation, and the interoperability and
integration of command and control systems for Department of Defense and other
agencies. Prior to joining Booz Allen Hamilton, Inc. in March of 1996, Colonel
Cowell served in the United States Army for 25 years. Immediately prior to his
retirement from the Army, Colonel Cowell served as Director of the Louisiana
Maneuvers Task Force reporting directly to the Chief of Staff, Army. Colonel
Cowell has authored a number of articles relating to the potential future
capabilities of various services and agencies.

Slade Gorton joined the Company as a director in September 2003.
Mr. Gorton is currently Of Counsel at the law firm of
K&L Gates, LLP. Prior to joining the firm,
he represented Washington State in the United States Senate for 18
years. Mr. Gorton began his political career in 1958 as a Washington State
Representative and went on to serve as State House Majority Leader.
Mr. Gorton served as Attorney General of Washington from 1969-1981, and
during that time, he argued 14 cases before the United States Supreme
Court.  After leaving the Senate, Mr. Gorton served as a Commissioner
on the National Commission on Terrorist Attacks Upon the United States
("9-11 Commission"); as a member of the National War Powers Commission and is
Co-Chairman of the National Transportation Policy Project.  Mr. Gorton
is a director of Vigilos, Inc.  Mr. Gorton
also served in the U.S. Army, U.S. Air Force, and the U.S. Air Force Reserves.

Jeanette Horan joined the Company as a director in June 2006. Ms Horan is
currently Vice President, Enterprise Business Transformation for IBM where she
leads IBM's transformation to a globally integrated enterprise. Prior to her
current position, she was Vice President, Business Process and Architecture
Integration from July 2006 to April 2007 where she led IBM's internal business
process transformation and information technology portfolio. Prior to this, Ms.
Horan was Vice President, Information Management from January 2004 to July 2006
and Vice President Strategy, IBM Software Group from January 2003 to January
2004, where she was responsible for strategic alliances with key platform
partners and led strategic and operational planning processes. From May 1998 to
December 2002, Ms. Horan was also Vice President, Development for the Lotus
brand and led worldwide product management, development and technical support.

Marc Onetto joined the Company as a director in March 2006. Mr. Onetto
is currently Senior Vice President, Worldwide Operations for Amazon.com, Inc.
Prior to his current position, Mr. Onetto was Executive Vice President of
Worldwide Operations for Solectron, a $10 billion global provider of electronics
manufacturing and integrated supply-chain services to OEMs, from June 2003 to
June 2006. He joined Solectron after a 15 year career with General Electric
where he most recently was Vice President of GE Corporate's European operations.
From 1992 to 2002, Mr. Onetto held several senior leadership positions at
GE Medical Systems as head of its global supply chain and operations, global
quality, and global process engineering. He was one of GE's Six Sigma pioneers
and spearheaded the quality culture transformation across GE Medical Systems.
Prior to GE, Mr. Onetto served 12 years with Exxon Corporation in supply
operations, information systems and finance.

Brian Turner has served as a director of the Company since July 2006.
Mr. Turner has been Chief Financial Officer of Coinstar Inc. since 2003.
Prior to his current position, from 2001 to 2003, he served as Senior Vice
President of Operations, Chief Financial Officer and Treasurer of Real Networks,
Inc., a digital media and technology company. Prior to Real Networks, from 1999
to 2001, Mr. Turner was employed by BSquare Corp., a software company,
where he initially served as Senior Vice President of Operations, Chief
Financial Officer and Secretary, before being promoted to President and Chief
Operating Officer. From 1995 to 1999, Mr. Turner was Chief Financial
Officer and Vice President of Administration of Radisys Corp., an embedded
software company. Mr. Turner's experience also includes 13 years at
PricewaterhouseCoopers LLP where he held several positions including Director,
Corporate Finance.

Board Meetings and Committees

The Board of Directors met seven times during 2008. All directors
attended at least 75% of the aggregate meetings of the Board and meetings of the
Board committees on which they served. The Board also approved certain actions
by unanimous written consent. The Company has adopted a policy that each of the
Company's Directors be requested to attend the Company's Annual Meeting each
year. All directors attended the Company's Annual Meeting in 2008.

Independence Determination

No director will be deemed to be independent unless the Board
affirmatively determines that the director has no material relationship with the
Company, directly or as an officer, share owner, or partner of an organization
that has a relationship with the Company. The Board observes all criteria for
independence set forth in the Nasdaq listing standards and other governing laws
and regulations.

In its annual review of director independence, the Board considers all
commercial, banking, consulting, legal, accounting, charitable, or other
business relationships any director may have with the Company. As a result of
its annual review, the Board has determined that all of the directors, with the
exception of Alexander Tokman, are independent (the "Independent
Directors"). The Independent Directors are identified by an asterisk on the
table above.

The Nasdaq listing standards have both objective tests and a subjective test
for determining who is an "independent director." The objective tests
state, for example, that a director is not considered independent if he or she
is an employee of the Company or is a partner in or executive officer of an
entity to which the Company made, or from which the Company received, payments
in the current or any of the past three fiscal years that exceed 5% of the
recipient's consolidated gross revenue for that year. The subjective test states
that an independent director must be a person who lacks a relationship that, in
the opinion of the Board, would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director. None of the
non-employee directors were disqualified from "independent" status under
the objective tests. In assessing independence under the subjective test, the
Board took into account the standards in the objective tests, and reviewed and
discussed additional information provided by the directors and the Company with
regard to each director's business and personal activities as they may relate to
the Company and the Company's management. Based on all of the foregoing, as
required by Nasdaq rules, the Board made a subjective determination as to each
independent director that no relationship exists which, in the opinion of the
Board, would interfere with the exercise of independent judgment in carrying out
the responsibilities of a director. The Board has not established categorical
standards or guidelines to make these subjective determinations, but considers
all relevant facts and circumstances.

In addition to the Board-level standards for director independence, the
directors who serve on the Audit Committee each satisfy standards established by
the Securities and Exchange Commission (the "SEC") providing that to
qualify as "independent" for the purposes of membership on that
Committee, members of audit committees may not accept directly or indirectly any
consulting, advisory, or other compensatory fee from the Company other than
their director compensation.

Committees

The Board of Directors has an Audit Committee, a Compensation
Committee and a Nominating and Corporate Governance Committee. The Board of
Directors has adopted a written charter for each of these Committees. The full
text of each charter is available on the Company's website located at
www.microvision.com.

The Audit Committee

The Board of Directors has an Audit Committee which assists the Board
of Directors by monitoring and overseeing: (1) the accounting and financial
reporting processes of the Company and the audits of the financial statements of
the Company, (2) the integrity of the financial statements of the Company,
(3) compliance by the Company with legal and regulatory requirements, and
(4) the performance of the Company's internal finance and accounting
personnel and its independent auditors. The Audit Committee conducts discussions
related to the Company's earnings announcements and periodic filings, as well as
numerous other informal meetings and communications among the Chair, various
Audit Committee members, the independent auditors and/or members of the
Company's management. Messrs. Cowell and Turner and Ms. Horan currently
serve on the Audit Committee, with Mr. Cowell serving as Chairman. The
Audit Committee met six times during 2008.

Among other matters, the Audit Committee monitors the activities and
performance of the Company's external auditors, including the audit scope,
external audit fees, auditor independence matters and the extent to which the
independent auditor may be retained to perform non-audit services. The Audit
Committee and the Board of Directors have ultimate authority and responsibility
to select, evaluate and, when appropriate, replace the Company's independent
auditor. The Audit Committee also reviews the results of the external audit work
with regard to the adequacy and appropriateness of the Company's financial,
accounting and internal controls. Management and independent auditor
presentations to and discussions with the Audit Committee also cover various
topics and events that may have significant financial impact or are the subject
of discussions between management and the independent auditor. In addition, the
Audit Committee generally oversees the Company's internal financial controls and
financial disclosure procedures.

The "audit committee financial experts" designated by the Board are
Col. Richard A. Cowell (Ret.) and Brian Turner, each an independent director.
Col. Cowell holds a degree in accounting and has served for eight years as Chair
of the Company's Audit Committee. During his twenty-five years of service in the
United States Army, Col. Cowell oversaw and actively supervised various complex
governmental projects that involved government accounting with a breadth and
level of complexity comparable to accounting issues raised by the Company's
financial statements, including issues relating to estimates, accruals, and
reserves. Since retiring from the Army, Col. Cowell has served as a Principal at
Booz Allen Hamilton, where he provides consulting services relating to
significant government projects and grants which involve significant and complex
accounting issues. Mr. Turner has eight years experience as a chief
financial officer of three public companies and has thirteen years of experience
in various roles at PricewaterhouseCoopers LLP, including Director, Corporate
Finance. Mr. Turner has been actively involved in and has supervised the
preparation of financial statements that present a breadth and complexity of
issues comparable to accounting issues raised by the Company's financial
statements.

The Compensation Committee

The Compensation Committee makes decisions on behalf of, and
recommendations to, the Board regarding salaries, incentives and other forms of
compensation for directors, officers, and other key employees, and administers
policies relating to compensation and benefits. The Compensation Committee also
serves as the Plan Administrator for the Company's stock option plans. The
Compensation Committee Report is set forth below on page 9. Messrs. Gorton
and Turner and Ms. Horan currently serve as members of the Compensation
Committee, with Mr. Turner serving as chairman. The Compensation Committee
met three times during 2008.

The Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee: (1) counsels
the Board of Directors with respect to Board and Committee structure and
membership, and (2) reviews and develops the Company's corporate governance
guidelines. In fulfilling its duties, the Nominating and Corporate Governance
Committee, among other things, will:

| | • |  | establish criteria for nomination to the Board and its
committees, taking into account the composition of the Board as a whole;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------

| | • |  | identify, review, and recommend director candidates for the
Board;                                         
| | - |  | -----------------------------------------------------------------------------------------------------------
| | • |  | recommend directors for election at the annual meeting of
shareholders and to fill new or vacant positions;

| | • |  | establish policies with respect to the process by which
shareholders of the Company may recommend candidates to the Nominating and
Corporate Governance Committee for consideration for nomination as a director;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • |  | assess and monitor, with Board involvement, the performance of
the Board; and
| | - |  | -----------------------------------------------------------------------------

| | • |  | recommend Directors for membership on Board Committees.
| | - |  | -------------------------------------------------------

Messrs. Cowell, Gorton and Onetto currently serve as members of
the Nominating and Corporate Governance Committee, with Mr. Gorton serving
as Chairman. The Nominating and Corporate Governance Committee met one time
during 2008.

The Nominating and Corporate Governance Committee will consider
recommendations for directorships submitted by shareholders, or groups of
shareholders, that have beneficially owned at least 5% of the Company's
outstanding shares of common stock for at least one year prior to the date the
nominating shareholder submits a candidate for nomination as a director. A
nominating shareholder or group of nominating shareholders may submit only one
candidate for consideration. Shareholders who wish the Nominating and Corporate
Governance Committee to consider their recommendations for nominees for the
position of director should submit their request in writing no later than the
120

| | • |  | The name, address, and number of shares of common stock
beneficially owned by the nominating shareholder and each participant in a
nominating shareholder group (including the name and address of all beneficial
owners of more than 5% of the equity interests of an nominating shareholder or
participant in a nominating shareholder group);
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • |  | A representation that the nominating shareholder, or nominating
shareholder group, has been the beneficial owner of more than 5% of the
Company's outstanding shares of common stock for at least one year and will
continue to beneficially own at least 5% of the Company's outstanding shares of
common stock through the date of the annual meeting;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • |  | A description of all relationships, arrangements, or
understandings between or among the nominating shareholder (or any participant
in a nominating shareholder group) and the candidate or any other person or
entity regarding the candidate, including the name of such person or entity;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • |  | All information regarding the candidate that the Company would
be required to disclose in a proxy statement filed pursuant to the rules and
regulations of the SEC with respect to a meeting at which the candidate would
stand for election;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • |  | Confirmation that the candidate is independent, with respect to
the Company, under the independence requirements established by the Company, the
SEC, and Nasdaq listing requirements, or, if the candidate is not independent
with respect to the Company under all such criteria, a description of the
reasons why the candidate is not independent;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • |  | The consent of the candidate to be named as a nominee and to
serve as a member of the Board if nominated and elected;
| | - |  | ---------------------------------------------------------------------------------------------------------------------

| | • |  | A representation signed by the candidate that if elected he or
she will: (1) represent all shareholders of the Company in accordance with
applicable laws, and the Company's certificate of incorporation, by-laws, and
other policies; (2) comply with all rules, policies, or requirements
generally applicable to non-employee directors; and (3) upon request,
complete and sign customary Directors and Officers Questionnaires.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In its assessment of each potential candidate, the
Nominating and Corporate Governance Committee will review the nominee's
judgment, experience, independence, understanding of the Company's or other
related industries and such other factors the Nominating and Corporate
Governance Committee determines are pertinent in light of the current needs of
the Board. The Nominating and Corporate Governance Committee will also take into
account the ability of a director to devote the time and effort necessary to
fulfill his or her responsibilities.

Nominees may be suggested by directors, members of management, and, as
described above, by shareholders. In identifying and considering candidates for
nomination to the Board, the Nominating and Corporate Governance Committee
considers, in addition to the requirements set out in the Nominating and
Corporate Governance Committee charter, quality of experience, the needs of the
Company and the range of talent and experience represented on the Board.

Shareholder Communication with the Board of
Directors

The Company has adopted written procedures establishing a process by
which shareholders of the Company can communicate with the Board of Directors
regarding various topics related to the Company. A shareholder desiring to
communicate with the Board, or any individual director, should send his or her
written message to the Board of Directors (or the applicable director or
directors) care of the Corporate Secretary, Microvision, Inc., 6222
185

Compensation Committee Interlocks And Insider Participation

All members of the Compensation Committee during 2008 were independent
directors, and none of them were the Company's employees or former employees.
During 2008, none of our executive officers served on the compensation committee
(or equivalent), or the board of directors, of another entity whose executive
officer(s) served on the Company's Compensation Committee or Board of Directors.

Section 16(a) Beneficial Ownership Reporting
Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires that
the Company's directors, executive officers, and greater-than 10% shareholders
file reports with the SEC relating to their initial beneficial ownership of the
Company's securities and any subsequent changes. They must also provide the
Company with copies of the reports.

Based solely on a review of the copies of such forms in
the Company's possession, and on written representations from reporting persons,
the Company believes that all of these reporting persons complied with their
filing requirements during 2008, except Messrs. Brown,
Madhavan, Tokman, Walker, Wilson, executive officers of the Company, and Messrs. Cowell,
Gorton, Onetto and Turner and Ms. Horan, independent directors of the Company, each
belatedly filed one Statement of Changes of Beneficial Ownership of Securities on Form 4, each
reporting one transaction.

Code of Ethics

The Company has adopted a code of ethics applicable to the Company's
principal executive officer, principal financial officer, principal accounting
officer and general counsel, known as the Code of Ethics for Microvision
Executives. The Company has also adopted a code of conduct applicable to the
Company's directors, officers, and employees, known as the Code of Conduct. The
Code of Ethics for Microvision Executives and the Code of Conduct are available
on the Company's website. In the event the Company amends or waives any of the
provisions of the Code of Ethics for Microvision Executives applicable to its
principal executive officer, principal financial officer, and principal
accounting officer, it intends to disclose the same on the Company's website at
www.microvision.com.

ITEM 11.	EXECUTIVE COMPENSATION.

Compensation Discussion and Analysis

Executive Compensation Objectives

The Company's executive compensation program is designed to attract,
retain, motivate and recognize high performance executive officers. The
Compensation Committee is responsible for and oversees the Company's
compensation program. The Company's philosophy is to provide compensation
programs that incentivize and reward both the short and long-term performance of
the executive officers relative to the Company's performance against its
business objectives. Thus, the Committee utilizes compensation components that
measure execution against the Company's annual strategic operating plan, which
contains the Company's business objectives. In addition, the Compensation
Committee seeks to align the interests of the Company's executive officers with
its shareholders.

Executive Compensation Components

Overview. The principal elements of the Company's compensation are
base salary, incentive bonus awards, and equity awards. The Company's executive
compensation policy recognizes that stock price is only one measure of
performance, and given industry business conditions and the long-term strategic
direction and goals of the Company, it may not necessarily be the best current
measure of executive performance. Thus, the Compensation Committee considers the
median level of compensation of its peer group and the achievement of the
Company's business objectives when determining executive compensation.

In November 2007, the Compensation Committee retained Milliman, Inc.
("Milliman") to act as an independent compensation consultant.
Milliman was tasked with examining the compensation of the named executive
officers and providing an analysis of that compensation relative to other
companies. Milliman studied data from the proxy statements of a select group of
publicly-traded companies and from nationally recognized surveys. Data from
these two sources was equally weighted in determining the median market levels
of compensation.

The Company's peer group was selected based on input from the Committee and
senior management. In selecting the Company's peer group, the Committee and
senior management considered companies that were at a similar business stage and
companies that were of a similar size in the high-technology and general
industries in which the Company operates. In providing its report to the
Committee, Milliman also took into account that information for the Company's
peer group was reported as of different dates for different companies. The
companies comprising the Company's peer group were 3D Systems Corporation,
Arrowhead Research Corporation, eMagin Corporation, Excel Technology, Inc., Hoku
Scientific, Inc., Immersion Corporation, Keithley Instruments, Inc., Mechanical
Technology Inc., MoSys, Inc., Phoenix Technologies Ltd., ThermoGenesis Corp.,
Universal Display Corporation, and Zygo Corp. Data from these companies was
compiled and averaged over a three-year period. Since proxy data is not job
specific (i.e., various positions could be represented among the named executive
officers), job specific data from nationally recognized surveys was also used.
The nationally recognized published surveys utilized were the Aon Executive
Compensation Survey, Economic Research Institute Executive Assessor, Culpepper
Technology Executive Pay Report, Mercer Executive Compensation Survey, and
Watson Wyatt Top Management Compensation Survey.

Base Salary. Base salaries for the named executive
officers are primarily based on the position, taking into account competitive
market compensation paid by other companies in the Company's peer group for
similar positions. Recommendations from the Chief Executive Officer as to
increases in base salaries for each executive officer (other than for the Chief
Executive Officer) based on the Chief Executive Officer's evaluation of the
executive officer's performance are also taken into account.

As with total executive compensation, the Compensation Committee believes
that executive base salaries should generally target the median base salary of
the Company's peer group. Each named executive officer's base salary is also
determined by reviewing the other components of the executive officer's
compensation to ensure that the total compensation is in line with the
Compensation Committee's overall compensation philosophy.  The Compensation
Committee makes a recommendation on the Chief Executive Officer's compensation
to the full Board of Directors, which then has the authority to approve it.

Based on the compensation objectives mentioned above and Alexander Tokman's
employment agreement, Mr. Tokman's base salary for 2008 was $347,288. The
2008 base salaries for Jeff Wilson, Thomas Walker, Sridhar Madhavan, and Ian
Brown were $204,000, $229,288, $202,460, and $180,000, respectively.

Incentive Bonus. The Compensation Committee believes that
a portion of an executive officer's total compensation, an incentive bonus,
should be based on the Company's success in meeting certain performance goals.
The Compensation Committee believes that structuring a significant portion of
each executive officer's annual cash compensation as an incentive bonus, and the
contingent nature of that compensation, induces an executive officer to execute
on both the short and long-term goals of the Company. It has structured the
executive compensation program to reflect this philosophy by creating an
incentive bonus framework that translates performance goals into levels of
incentive bonuses.

Each of the named executive officers is eligible for an annual incentive
bonus. The amount of the bonus depends on the level of achievement of the stated
Company performance goals, with a target set as a percentage of base salary. The
Compensation Committee approves the target bonus percentages and the actual
bonus awards for all executive officers, except the Chief Executive Officer. The
Compensation Committee makes a recommendation to the full Board regarding the
Chief Executive Officer. Target bonus percentages are set to be approximately at
the median of the peer group.

In 2008, the Compensation Committee approved 40% as a target bonus award (as
a percentage of base salary) for the named executive officers other than the
Chief Executive Officer. The Committee recommended to the Board, and the Board
approved, 65% as a target bonus award (as a percentage of base salary) for the
Chief Executive Officer. The amount of the target bonus actually awarded to
executives is determined by the Company's performance. In its discretion, the
Compensation Committee may, however, award bonus payments to the named executive
officers above or below the amounts determined using the calculations described
below. However, for 2008, bonus payments were awarded based solely on the
amounts determined using these calculations.  Due to poor economic conditions
and in order to reduce the cash needs of the Company, all bonus payments for
2008 were made with stock options in lieu of cash payments.

Funding of the Company's Incentive Bonus Plan for 2008 was based on achieving
certain performance goals. The performance goals under the Plan arose from
business objectives set forth in the Company's operating plan. The Company
weighted each objective with more weight placed on the Company's strategic
objectives. In 2008, the business objectives included: (1) positioning the PicoP
segment for 2009 growth; (2) progressing the PicoP automotive head-up display
along the development roadmap; (3) delivering on customer commitments for
PicoPTM eyewear; (4) achieving operating loss, year-end cash and
revenue; and (5) improving the effectiveness and culture of the organization.

Overall performance was calculated by multiplying the percentage completion
of each business objective by its assigned weight in order to generate a number
corresponding to achievement of the business objective - See detailed discussion
below of each performance objective.  The numbers assigned to achievement of the
business objectives were then summed together to achieve a total score. The
target bonus payout was then made based upon the Committee's discretionary
determination of the appropriate payout, with reference to a sliding scale
approved by the Committee that would have paid 200% of the target bonus at
achievement of a score of 125% of the business objectives and 40% of target
bonus at the score of 50%. The Committee determined that in 2008 the Company, in
the aggregate, achieved a total score of approximately 63% of the business
objectives which corresponded to a payout of 62% of target bonuses.

To determine the total score of the 2008 business objectives the Compensation
Committee assessed the Company's performance against the various objectives. The
Committee determined the Company only partially met objective 1, primarily as a
result of delays in the availability of green lasers for use in both the
accessory and embedded PicoP.   The Company was, however, able to secure
manufacturing agreements for the accessory and embedded PicoP, commence
discussions with prospective customers regarding the embedded PicoP and make
advances in the definition and maturation the PicoP platform.  The Committee
determined that the Company only partially met objective 2 because despite
delivering on two customer contracts and completing head-up display prototypes,
the Company was unable to secure desired long-term customers due to instability
in the automotive sector of the economy and unavailability of green lasers.  The
Committee determined that the Company substantially met objective 3 as a result
of its success in meeting planned deliverables under its government contracts,
which was offset by entering into a contract that will result in commercial
product, but not in the target timeframe, and partial progress in development of
a proprietary optics product. The Committee determined the Company only
partially met objective 4, primarily as a result of the shortfall in bar code
scanner revenues from plan, which resulted from a delay in launching ROV, offset
slightly by the success in transferring engineering and support resources for
bar code products to India. The Committee determined that the Company
substantially met objective 4 primarily by ending the year with a cash balance
well in excess of plan and managing the operating loss to better than target
despite underperforming in meeting revenue targets.  The Committee determined
that objective 5 was met largely as a result of the Company's success in
retaining and motivating its top talent and overall employee population in a
challenging economic climate.

Based upon the level of success in meeting the stated performance objectives
described above, the Compensation Committee recommended to the Board, and the
Board approved, an incentive bonus to be paid in stock options in lieu of cash
for Alexander Tokman of $140,000. The Compensation Committee awarded Jeff
Wilson, Thomas Walker, Sridhar Madhavan and Ian Brown bonuses to be paid in
stock options in lieu of cash of $50,600, $56,900, $50,200 and $44,600,
respectively. With respect to the Chief Executive Officer, the Compensation
Committee recommended to the Board, and the Board approved, and with respect to
each of the other executive officers, the Compensation Committee approved,
paying the incentive bonus in additional stock option awards in an amount equal
to the incentive bonus divided by the value of the stock option, determined for
this purpose to be $2.00. The exercise price of the options was the closing
market price of the Company's common stock on the Nasdaq Global Market on the
grant date. The options were fully vested upon grant with a ten year term.

Equity Awards. The Compensation Committee believes that
equity participation is a key component of the Company's executive compensation
program. Equity awards are designed to attract and retain executive officers and
to motivate them to enhance shareholder value by aligning the financial
interests of executive officers with those of shareholders. Each year the
Committee reviews the size and composition of the equity grants to ensure that
they are aligned with the Company's compensation philosophy of compensating
executives at the median of the Company's peer group. Similar to base salary, a
review of equity award levels is conducted to ensure that a named executive
officer's equity compensation comports with the Compensation Committee's overall
philosophy and objectives and is competitive with the Company's peer group.

Stock options and restricted stock awarded to the named executive officers in
2008 were granted under, and subject to, the 2006 Incentive Plan. The stock
options typically vest 25% upon the first anniversary of the date of grant and
25% upon each subsequent anniversary. The option awards expire 10 years from the
date of grant, and optionees who terminate their service after vesting have a
limited time to exercise their options (typically three to twelve months). The
options also contain a provision for acceleration of exercisability of all
unvested options in the event of a change in control of the Company that does
not result in an assumption, substitution or pay off of such awards by the
acquiring company. The restricted stock has three-year cliff vesting, which is
tied to continued employment. The exercise price of the options is the closing
sale price of the Company's common stock on the Nasdaq Global Market on the date
of the grant.

The Compensation Committee's practice is to make annual equity awards as part
of its overall philosophy of performance-based compensation. Restricted stock
and stock options are awarded by the Compensation Committee to executive
officers based on a philosophy of providing equity incentives at the median of
the Company's peer group. In 2008, the value of the long-term incentive award
was split 70% stock options and 30% restricted stock.

In 2008, the Compensation Committee approved 45% (as a percentage of base
salary) for the level of equity awards to the named executive officers other
than the Chief Executive Officer. The Committee recommended to the Board, and
the Board approved, 110% (as a percentage of base salary) for the level of
equity awarded to the Chief Executive Officer. The percentages were used to
determine a total dollar value. Stock options were valued at $2.00 and
restricted stock was valued using the grant price. Those values were then
utilized to calculate the respective number of shares of options and restricted
stock to award to an executive.

Mr. Tokman was awarded 218,071 stock options, 70,000 of which were
granted in lieu of Mr. Tokman's 2008 cash bonus. Jeff Wilson, Thomas
Walker, Sridhar Madhavan and Ian Brown were awarded 61,378, 68,903, 60,079 and
53,436 stock options, respectively, including, 25,300, 28,450, 25,100 and 22,300
stock options granted in lieu of 2008 cash bonuses for Mr. Wilson, Mr. Walker,
Mr. Madhavan and Mr. Brown, respectively.  In 2008, Mr. Tokman was awarded
63,459 shares of restricted stock and Mr. Wilson, Mr. Walker, Mr.
Madhavan and Mr. Brown were awarded 15,462, 17,337, 14,991 and 13,344 shares of
restricted stock, respectively.

Tax Deductibility of Compensation

Limitations on the deductibility of compensation may occur under
Section 162(m) of the Internal Revenue Code of 1986, which generally limits
a public company's tax deduction for compensation paid to its named executive
officers to $1 million in any year. In addition, Section 162(m)
specifically exempts certain performance-based compensation from the deduction
limit. It is the intent of the Compensation Committee to have the Company's
compensation program be deductible without limitation. However, the Compensation
Committee will take into consideration various other factors, together with
Section 162(m) considerations, in making executive compensation decisions
and could, in certain circumstances, approve and authorize compensation that is
not fully tax deductible.

Processes and Procedures

Role of the Compensation Committee and the Chief Executive Officer in the
Compensation Process. The Chief Executive Officer, with the assistance and
support of the human resources department, provides recommendations regarding
the compensation of the executive officers, including himself. The Compensation
Committee considers these recommendations and consults with the Chief Executive
Officer as to his recommendations for the executive officers. The Compensation
Committee considers the Chief Executive Officer's recommendations, together with
the Committee's philosophy, objectives and market data in approving these
recommendations. The Compensation Committee makes a recommendation on the Chief
Executive Officer's compensation to the full Board of Directors, who then has
the authority to approve it.

Role of Compensation Consultants in the Compensation Process. The
Compensation Committee's charter provides the Committee with the authority to
retain a compensation consulting firm in its discretion. In 2007, the Committee
retained Milliman, Inc. Milliman's role is more fully described under
"Executive Compensation Components - Overview."

Compensation Committee Report

The Compensation Committee has reviewed and discussed this Compensation
Discussion and Analysis with management. Based on the review and discussions,
the Compensation Committee recommended to the Board that the Compensation
Discussion and Analysis be included in this report for filing with the
Securities and Exchange Commission.

Compensation Committee

Slade Gorton 
Jeanette Horan 
Brian Turner (Chairman)

Summary Compensation Table for 2008

This table shows certain information about the compensation the Company
paid its Chief Executive Officer, its Chief Financial Officer and each of its
three other most highly compensated executive officers who were serving as
executive officers as of December 31, 2008. These officers are referred to
as named executive officers.

`Non-Equity
                                                                                               Incentive
                                                                      Stock        Option        Plan       All Other
Name and                        Fiscal      Salary       Bonus        Awards       Awards    Compensation  Compensation    Total
Principal Position               Year        ($)          ($)        ($) (1)    ($) (1) (2)     ($) (2)    ($) (3) (4)      ($)
------------------------------ --------- ------------ ------------ ------------ ------------ ------------- ------------ -----------
Alexander Y. Tokman              2008        347,288           --       36,315      742,461       140,000        9,424   1,275,488
President and Chief Executive    2007        330,750           --           --      665,319       236,500       45,511   1,278,080
Officer and Director             2006        315,000           --           --      619,282        78,750       67,458   1,080,490

Jeff T. Wilson                   2008        203,030           --        8,848      135,286        50,600        9,424     407,188
Chief Financial Officer          2007        195,892           --           --       70,572        86,700        3,997     357,161
                                 2006        185,349           --           --       39,188        38,070           --     262,607

Thomas M. Walker                 2008        227,907           --        9,921      156,239        56,900        8,378     459,345
Vice President, General Counsel  2007        205,033           --           --       86,374        97,200        8,072     396,679
and Secretary                    2006        198,450           --           --       51,526        40,040        5,678     295,694

Sridhar Madhavan                 2008        200,500           --        8,579      118,257        50,200        7,826     385,362
Senior Vice President,           2007        188,334           --           --       60,374        84,000       38,851     371,559
Research and Development         2006        116,667           --           --       12,854        35,000       43,911     208,432

Ian D. Brown                     2008        178,333           --        7,636       93,330        44,600        8,451     332,350
Vice President,                  2007        170,000           --           --       47,538        74,800       11,393     303,731
Sales and Marketing              2006        147,176           --           --       20,677         3,400       63,238     234,491`

___________________

|(1) | Reflects the dollar amount recognized for financial statement
reporting purposes for the fiscal year ended December 31, 2008, in
accordance with Statement of Financial Accounting Standards No. 123(R)
("FAS123(R)"), of awards pursuant to the 2006 Microvision, Inc.
Incentive Plan (the "2006 Plan") and may include amounts from awards
granted in and prior to 2006. In accordance with SEC rules, these amounts
exclude estimates of forfeitures. The underlying valuation assumptions are
disclosed in footnote 13 to the Company's audited financial statements filed
with its Annual Report on Form 10-K for fiscal 2008.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Reflects the total amounts awarded under the annual incentive
plan during fiscal 2006, 2007 and 2008, which are discussed in more detail under
the heading "Incentive Bonus" in the Compensation Discussion and
Analysis above. One-half of the amounts earned with respect to 2007 were paid in
cash to participants on March 25, 2008 following the Compensation Committee's
review of performance targets under the plan and one-half of the amounts were
paid in additional stock options of the Company - Alexander Tokman, Jeff Wilson,
Thomas Walker, Sridhar Madhavan and Ian Brown were awarded 68,750, 25,203,
28,256, 24,419 and 21,744 stock options, respectively. Total amounts earned with
respect to 2008 were paid in stock options of the Company to participants on
April 23, 2009 following the Compensation Committee's review of performance
targets under the plan.  Alexander Tokman, Jeff Wilson, Thomas Walker, Sridhar
Madhavan and Ian Brown were awarded 70,000, 25,300, 28,450, 25,100 and 22,300
stock options, respectively.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Perquisites and other personal benefits are valued on an
aggregate incremental cost basis. All figures shown below in footnote 4
represent the direct dollar cost incurred in providing these perquisites and
other personal benefits to the named executive officers.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | The table below shows amounts under All Other Compensation for
fiscal 2006, 2007 and 2008:
|--- | ------------------------------------------------------------------------------------------

`Forgiveness
                                         Perquisites    Amounts      Employer   of interest
                                             and       reimbursed  contribution  amounts on
Name and                        Fiscal     Personal   for payment   to 401(k)   outstanding
Principal Position               Year    Benefits (1)   of taxes   account (2)  loan balance   Severance      Total
------------------------------ --------- ------------ ------------ ------------ ------------ ------------- ------------            
Alexander Y. Tokman              2008          2,524           --        6,900           --            --        9,424
                                 2007         26,898       11,863        6,750           --            --       45,511
                                 2006         47,370       13,469        6,619           --            --       67,458

Jeff T. Wilson                   2008          2,524           --        6,900           --            --        9,424
                                 2007          2,027           --        1,970           --            --        3,997
                                 2006             --           --           --           --            --           --

Thomas M. Walker                 2008          2,524           --        5,854           --            --        8,378
                                 2007          2,227           --        5,845           --            --        8,072
                                 2006             --           --        5,678           --            --        5,678

Sridhar Madhavan                 2008          1,991           --        5,835           --            --        7,826
                                 2007         22,277       10,717        5,857           --            --       38,851
                                 2006         29,426       12,297        2,188           --            --       43,911

Ian D. Brown                     2008          1,991           --        6,460           --            --        8,451
                                 2007          3,895        1,888        5,610           --            --       11,393
                                 2006         43,309       16,741        3,188           --            --       63,238`

___________________

|(1) | The 2008 amounts represent actual amounts reimbursed for health club
dues.
|--- | --------------------------------------------------------------------------

|(2) | This column represents the amount of Company matching
contributions made to the Company's qualified 401(k) retirement plan.
|--- | ---------------------------------------------------------------------------------------------------------------------------

Grants of Plan-Based Awards During
2008

The following table shows grants of plan based awards to the Company's
named executive officers in 2008.

`Estimated     All Other    All Other
                                   Possible       Stock        Option                  Grant Date
                                Payments Under   Awards:      Awards:      Exercise    Fair Value
                                  Non-Equity    Number of    Number of     or Base      Of Stock
                                Incentive Plan  Shares of    Securities    Price of       and
                                    Awards        Stock      Underlying     Option       Option
                      Grant         Target       or Units     Options       Awards       Awards
Name                   Date          ($)         (#) (1)      (#) (2)     ($/Sh) (3)    ($) (4)
------------------ ------------ -------------- ------------ ------------ ------------ ------------
Alexander Y. Tokman 03/25/2008             --       63,459      216,821         2.23      419,955
                    03/25/2008        225,737           --           --           --

Jeff T. Wilson      03/25/2008             --       15,462       61,281         2.23      113,177
                    03/25/2008         81,600           --           --           --

Thomas M. Walker    03/25/2008             --       17,337       68,709         2.23      126,898
                    03/25/2008         91,715           --           --           --

Sridhar Madhavan    03/25/2008             --       14,991       59,398         2.23      109,709
                    03/25/2008         80,984           --           --           --

Ian D. Brown        03/25/2008             --       13,344       52,880         2.23       97,666
                    03/25/2008         72,000           --           --           --`

___________________

|(1) | All stock awards vest on the third anniversary of grant date.
|--- | -------------------------------------------------------------

|(2) | Messrs. Tokman, Wilson, Walker, Madhavan and Brown were awarded
68,750, 25,203, 28,256, 24,419 and 21,744 of stock options, respectively, fully
vested upon date of grant with ten year terms, in lieu of one-half of the
Incentive Bonus amounts earned with respect to 2007.  The remaining option
awards vest 25% in annual installments beginning on the first anniversary of the
date of grant and expire ten years after the date of grant.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | All option awards were granted with an exercise price equal to
the closing price of the Company's common stock on the Nasdaq Global Market on
the date of grant.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Reflects the fair value of option awards on the date of grant in
accordance with FAS 123(R).
|--- | --------------------------------------------------------------------------------------------

Outstanding Equity Awards at Year-End 2008

The following table shows outstanding equity awards for the Company's
named executive officers as of December 31, 2008.

`Option Awards                            Stock Awards
                     ------------------------------------------------------ ----------------------------
                         Number of     Number of                                            Market Value
                         Securities    Securities                               Number of    of Shares
                         Underlying    Underlying                               Shares of     of Stock
                        Unexercised   Unexercised    Option       Option        Stock That      That
                        Options (#)   Options (#)    Exercise   Expiration       Have Not      Have Not
Name                    Exercisable  Unexercisable  Price ($)      Date         Vested (#)   Vested ($)
-------------------- --------------- -------------- ---------- ------------ --------------- ------------
Alexander Y. Tokman   1     240,000         60,000       2.77   07/07/2015
                      2     190,000        190,000       3.43   04/13/2016
                      2     150,000        150,000       4.46   04/13/2016
                      2      53,938        161,812       4.39   04/19/2017
                      2          --        148,071       2.23   03/25/2018
                      4      68,750             --       2.23   03/25/2018   5      63,459         2.23

Jeff T. Wilson        3       3,756          3,754       2.77   10/24/2011
                      3      12,250         12,250       2.77   04/01/2012
                      3      56,974         21,655       2.77   06/13/2013
                      2       5,000          5,000       3.43   04/05/2016
                      2      26,904         80,710       4.39   04/19/2017
                      2          --         36,078       2.23   03/25/2018
                      4      25,203             --       2.23   03/25/2018   5      15,462         2.23

Thomas M. Walker      3      90,000         30,000       2.77   05/07/2012
                      2      20,000         20,000       3.43   04/05/2016
                      2      27,002         81,006       4.39   04/19/2017
                      2          --         40,453       2.23   03/25/2018
                      4      28,256             --       2.23   03/25/2018   5      17,337         2.23

Sridhar Madhavan      2      20,000         20,000       3.43   05/12/2016
                      2      20,500         61,500       4.39   04/19/2017
                      2          --         34,979       2.23   03/25/2018
                      4      24,419             --       2.23   03/25/2018   5      14,991         2.23

Ian D. Brown          2      25,000         25,000       3.43   05/12/2016
                      2      11,700         35,100       4.39   04/19/2017
                      2          --         31,136       2.23   03/25/2018
                      4      21,744             --       2.23   03/25/2018   5      13,344         2.23`

___________________

|(1) | The indicated option vests 20% on the grant date and 20% on each
subsequent annual anniversary of the grant date.
|--- | -----------------------------------------------------------------------------------------------------------------

|(2) | The indicated option vests 25% on each anniversary of the grant
date.
|--- | ---------------------------------------------------------------------

|(3) | The indicated options were repriced via an exchange for
outstanding options. They vest 25% on the grant date of May 17, 2006 and
25% on each subsequent anniversary of the grant date.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | The indicated options vested 100% on the date of grant.
|--- | -------------------------------------------------------

|(5) | The indicated stock awards vest 100% on the third anniversary of
the date of grant.
|--- | -----------------------------------------------------------------------------------

Option Exercises and Stock Vested During 2008

None of the Company's named executive officers exercised stock options or
acquired shares upon vesting of stock awards during fiscal 2008.



Potential Payments upon
Termination or Change in Control

All of the Company's named executive officers, except for Alexander
Tokman, are employed at will and do not have employment agreements.
Mr. Tokman's employment agreement is summarized below. Under the 2006 Plan,
100% of each of the named executive officers' options which have not been
exercised will become fully vested and immediately exercisable upon a change of
control of the Company that does not result in an assumption, substitution or
pay off of such award by the acquiring company.

The following table sets forth aggregate estimated payment obligations to
each of the Company's named executive officers assuming a termination without
cause, or a change in control, occurred on December 31, 2008.

`Payments Due in Connection       Payments Due in Connection
                          with a Termination of         with a Change of Control and      Payments Due in Connection
Name                   Employment without Cause (1)    Termination of Employment (1)      with Change of Control (1)
-------------------- -------------------------------- -------------------------------- --------------------------------
Alexander Y. Tokman                          731,470                          907,394                               --
Jeff T. Wilson                                    --                               --                               --
Thomas M. Walker                                  --                               --                               --
Ian D. Brown                                      --                               --                               --
Sridhar Madhavan                                  --                               --                               --`

___________________

|(1) | The Company used the following assumptions to calculate these
payments:
|--- | -----------------------------------------------------------------------

| | • |  | The Company included the estimated intrinsic value of
accelerating any award of stock options that is accelerated upon a change in
control. In the case of a change in control, the Company assumed that all such
awards would be cashed out at closing using the closing price of the Company's
common stock on the Nasdaq Global Market on December 31, 2008, which was
$1.68 per share. See the table titled "Outstanding Equity Awards at Fiscal
Year-End 2008" for information regarding unvested equity awards.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Employment Agreement

Payment upon Termination. Under Mr. Tokman's employment
agreement with the Company dated April 7, 2009, if he dies, becomes disabled,
retires, terminates his employment other than for "good reason" or is
terminated by the Company for "cause," he will be provided his earned
but unpaid base salary, earned but unused vacation time, any bonus compensation
for the prior year which is unpaid on the date of termination to the extent
bonuses are paid to other officers, 18 months of certain group and  medical
benefits for Mr. Tokman's family and any business expenses which have not yet
been reimbursed by the Company. If the Company terminates him "other than
for cause," or if he terminates his employment for "good reason,"
he will receive, in addition to the amounts listed in the foregoing sentence,
his base salary for 18 months following the date of his termination, plus an
amount equal to his target bonus for the year prior to the termination, and the
Company will continue to pay certain group medical and dental expenses in that
18-month period. The Company does not accelerate the vesting of equity
incentives for its executive officers in the event of a termination of
employment. In the event of a change in control of the Company, all unvested
stock options vest upon the change in control if the change in control does not
result in an assumption, substitution or pay off of such award by the acquiring
company, and the Compensation Committee has the discretion to remove the vesting
restrictions on all unvested restricted shares.

In determining whether a termination occurred with or without
"cause," "cause" is deemed to exist under Mr. Tokman's
employment agreement when there is a repeated willful failure to perform or
gross negligence in the performance of his duties; fraud, embezzlement or other
dishonesty with respect to the Company; a material breach of his obligations of
confidentiality, non-competition, or non-solicitation against the Company; or
commission of a felony or other crime involving moral turpitude.

In determining whether Mr. Tokman has "good reason" to
terminate his employment, "good reason" is deemed to exist when: the
Company has failed to continue him in a certain position; there is a substantial
diminution in the nature and scope of his responsibilities; there is a material
failure of the Company to provide him with base salary and benefits, excluding
an inadvertent failure which is cured within a certain time period; or his
office is relocated more than thirty-five miles from the then-current location
of the Company's principal offices without his consent.  Mr. Tokman may only
terminate his employment for good reason if he (a) gives notice to the Company
within ninety (90) days of the initial occurrence of the event or condition
constituting good reason, setting forth in reasonable detail the nature of such
good reason; (b) the Company fails to cure within thirty (30) days
following such notice; and (c) Mr. Tokman terminates his employment within
thirty (30) days following the end of the thirty (30)-day cure period (if the
Company fails to cure).



Payment upon a Change in Control

The obligation of the Company to pay the severance amounts mentioned in this
"Payments upon a Termination or Change in Control" section are subject
to Mr. Tokman signing an employee release. Also, Mr. Tokman must
comply with certain confidential information and assignment of intellectual
property obligations. Further, Mr. Tokman is subject to a non-compete and
non-solicit obligation for 12 months following his termination.

Director Compensation for 2008

The following table provides information concerning the Company's
non-employee directors during 2008. Alexander Tokman was not paid additional
compensation for his service as director and his compensation is fully reflected
in the other tables contained in this report.

`Fees Earned
                     or Paid in Cash   Option Awards     Stock Awards      Total
Name                     ($) (1)        ($) (2) (3)        ($) (4)          ($)
------------------- ----------------- ---------------- ---------------- ------------
Richard A. Cowell             42,000           37,290           10,000       89,290
Slade Gorton                  35,000           37,290           10,000       82,290
Jeanette Horan                40,000           37,290           10,000       87,290
Marc Onetto                   27,000           37,290           10,000       74,290
Brian Turner                  39,000           37,290           10,000       86,290`

___________________





|(1) | Excludes Board and Committee meeting fees earned and reported in
2007, but paid in 2008 in the amounts of $2,000 for Mr. Turner and Mr. Cowell,
$4,000 for Ms. Horan and $5,000 for Mr. Onetto and Mr. Gorton.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Reflects the dollar amount recognized for financial statement
reporting purposes for the fiscal year ended December 31, 2008, calculated
in accordance with FAS 123(R), and includes amounts from awards granted prior to
2008. In accordance with SEC rules, these amounts exclude estimates of
forfeitures. The underlying valuation assumptions are disclosed in footnote 11
to the Company's audited financial statements filed with its Annual Report on
Form 10-K for fiscal 2008.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | The following table shows the number of outstanding shares
underlying option and stock awards for each of the Company's non-employee
directors as of December 31, 2008:
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

`Outstanding      Outstanding
                         Option            Stock
                         Awards            Awards
Name                       (#)            (#) (4)
------------------- ----------------- ----------------                              
Richard A. Cowell            138,867            7,092
Slade Gorton                 105,000            7,092
Jeanette Horan                75,000            7,092
Marc Onetto                   75,000            7,092
Brian Turner                  75,000            7,092`



|(4) | The indicated awards represent one-half of each independent
directors' annual fee for 2008, which was paid in shares of common
stock.
|--- | -------------------------------------------------------------------------------------------------------------------------------------

Each Independent Director is granted a nonstatutory option to
purchase 15,000 shares of common stock on the date on which he or she is first
elected or appointed to the Board of Directors. These options are fully vested
and immediately exercisable upon the date of grant. Each Independent Director
also receives, upon his or her initial appointment or election and upon each
subsequent reelection to the Board of Directors, an option to purchase 15,000
shares that will vest in full on the earlier of (i) the day prior to the
date of the Company's annual meeting of shareholders next following the date of
grant, or (ii) one year from the date of grant, provided the Independent
Director continues to serve as a director on the vesting date. If an Independent
Director ceases to be a director for any reason other than death or disability
before his or her term expires, then any outstanding unvested options issued to
such Independent Director will be forfeited. Options vested as of the date of
termination for any reason other than death or disability are exercisable
through the date of expiration. The exercise price for each option is equal to
the closing price of the Company's common stock as reported on the Nasdaq Global
Market on the date of grant. The options generally expire on the tenth
anniversary of the date of grant.

In addition, each Independent Director receives the following cash
compensation for his or her service as a director:

| | • |  | A fee of $20,000 that accrues as of the date of appointment or
election to the Board of Directors, and as of the date of each subsequent
reelection;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------

| | • |  | A fee of $3,000 for the Board chair or $2,000 per director for
each Board meeting attended by the director; and
| | - |  | ---------------------------------------------------------------------------------------------------------------

| | • |  | A fee of $3,000 for the committee chair or $2,000 per committee
member for each committee meeting attended by the director that is held on a day
other than a day on which a Board meeting is held.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

All directors are reimbursed for reasonable travel and other
out-of-pocket expenses incurred in attending meetings of the Board of Directors.

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Security Ownership of Certain Beneficial Owners and Management

The following table shows as of April 27, 2009, the number of shares of
the Company's common stock owned beneficially by the Company's directors and
nominees, the named executive officers, and all directors and executive officers
as a group.

`Number of       Percent of
Name of Beneficial Owner                                             Shares(1)    Common Stock(2)
------------------------------------------------------------------- ------------ ------------------
Alexander Y. Tokman (3)                                               1,065,644                1.5%

Jeff T. Wilson (4)                                                      232,370                 *

Thomas M. Walker (5)                                                    278,823                 *

Sridhar Madhavan (6)                                                    132,764                 *

Ian D. Brown (7)                                                        115,728                 *

Richard A. Cowell (8)                                                   152,159                 *

Slade Gorton (9)                                                        113,092                 *

Marc Onetto (10)                                                         82,092                 *

Jeanette Horan (11)                                                      82,092                 *

Brian Turner (12)                                                        82,092                 *

Highland Capital Management (13)                                      4,887,287                7.2%

All executive officers and directors as a group (10 persons) (14)     2,336,856                3.2%`

___________________

|* | Less than 1% of the outstanding shares of common stock.
|- | -------------------------------------------------------

|(1) | Beneficial ownership is determined in accordance with the rules
of the SEC and generally includes voting or investment power with respect to
securities. Shares of common stock subject to options or warrants that are
currently exercisable or convertible or may be exercised or converted within
sixty days are deemed to be outstanding and to be beneficially owned by the
person holding these options or warrants for the purpose of
computing the number of shares beneficially owned and the
percentage of ownership of the person holding these securities, but are not
outstanding for the purpose of computing the percentage ownership of any other
person or entity. Subject to community property laws where applicable, and
except as otherwise noted, the Company believes that each shareholder named in
this table has sole voting and investment power with respect to the shares
indicated as beneficially owned thereby.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Percentage of common stock is based on 68,080,000 shares of
common stock outstanding as of April 27, 2009.
|--- | ----------------------------------------------------------------------------------------------------------

|(3) | Includes 1,033,644 shares issuable upon exercise of options.
|--- | ------------------------------------------------------------

|(4) | Includes 231,470 shares issuable upon exercise of options.
|--- | ----------------------------------------------------------

|(5) | Includes 270,823 shares issuable upon exercise of options.
|--- | ----------------------------------------------------------

|(6) | Includes 129,264 shares issuable upon exercise of options.
|--- | ----------------------------------------------------------

|(7) | Includes 112,728 shares issuable upon exercise of options.
|--- | ----------------------------------------------------------

|(8) | Includes 138,867 shares issuable upon exercise of options.
|--- | ----------------------------------------------------------

|(9) | Includes 105,000 shares issuable upon exercise of options.
|--- | ----------------------------------------------------------

|(10) | Includes 75,000 shares issuable upon exercise of options.
|---- | ---------------------------------------------------------

|(11) | Includes 75,000 shares issuable upon exercise of options.
|---- | ---------------------------------------------------------

|(12) | Includes 75,000 shares issuable upon exercise of options.
|---- | ---------------------------------------------------------

|(13) | Based on information set forth in a Form 4 filed with the SEC on
April 7, 2009 by James D. Dondero and Highland Capital Management,
L.P.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------

|(14) | Includes 2,246,796 shares issuable upon exercise of options.
|---- | ------------------------------------------------------------

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Under the Code of Conduct adopted by the Company, officers, directors and
employees must avoid even the appearance of a conflict of interest. Under the
Code of Ethics for Microvision Executives adopted by the Company, the Company's
chief executive officer, chief financial officer and other senior operating and
financial executives must report any material transaction or relationship that
reasonably could be expected to give rise to a conflict of interest. The Company
also reviews questionnaires completed by all directors and executive officers
for potential "related-person transactions" between the Company and
related persons. The Board's Audit Committee is responsible for review,
approval, or ratification of related-person transactions. The Audit Committee
determines whether the related person has a material interest in a transaction
and may approve, ratify, rescind, or take other action with respect to the
transaction in its discretion.

ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The Company's independent auditors, PricewaterhouseCoopers LLP, billed the
following fees to the Company for audit and other services for the fiscal years
2008 and 2007:

Audit Fees

The aggregate fees billed for professional services rendered by
PricewaterhouseCoopers LLP for the audit of the Company's annual financial
statements and the reviews of the financial statements included in the Company's
Quarterly Reports on Form 10-Q were $529,280 for the year ended
December 31, 2008 and were $410,235 for the year ended December 31,
2007.

Audit Related Fees

There were no fees for audit related services in 2008 or 2007.

Tax Fees

Fees for tax services, including federal and state tax compliance, tax
advice and tax planning, totaled $1,732 in 2008 and $26,075 in 2007.

All Other Fees

Fees for all other services not described above totaled $1,500 in 2008
for a subscription to an online accounting research tool and $1,500 in 2007.

The Company's Audit Committee has considered whether the provision of
services under the heading "All Other Fees" is compatible with
maintaining the accountants' independence and has determined that it is
consistent with such independence.

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services
of Independent Auditor

The Audit Committee pre-approves all audit services and all permitted
non-audit services by the independent auditors. The Audit Committee has
delegated the authority to take such action between meetings to the Audit
Committee chairman, who reports the decisions made to the full Audit Committee
at its next scheduled meeting.

The Audit Committee evaluates whether the Company's use of the independent
auditors for permitted non-audit services is compatible with maintaining the
independence of the independent auditors. The Audit Committee's policies
prohibit the Company from engaging the independent auditors to provide any
services relating to bookkeeping or other services related to accounting records
or financial statements, financial information systems design and
implementation, appraisal or valuation services, fairness opinions or
contribution-in-kind reports, actuarial services, or internal audit outsourcing
services unless it is reasonable to conclude that the results of these services
will not be subject to audit procedures. The Audit Committee's policies
completely prohibit the Company from engaging the independent auditors to
provide any services relating to any management function, expert services not
related to the audit, legal services, broker-dealer, investment adviser, or
investment banking services or human resource consulting.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

| | MICROVISION, INC.
| | -----------------

|Date:  April 30, 2009 | BY: | /s/  Alexander Y. Tokman                             
|--------------------- | --- | -----------------------------------------------------
|                      |     | Alexander Y. Tokman                                  
|                      |     | Chief Executive Officer
(Principal Executive Officer)



|Date:  April 30, 2009 | BY: | /s/  Jeff Wilson                                     
|--------------------- | --- | -----------------------------------------------------
|                      |     | Jeff Wilson                                          
|                      |     | Chief Financial Officer
(Principal Financial Officer)







The following documents are filed herewith or have been included as exhibits
to previous filings with the Securities and Exchange Commission and are
incorporated by reference as indicated below.

|3.1   | Certificate of Incorporation of Microvision, Inc., as amended
(2)                                                                                                                                                                     
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2   | Bylaws of Microvision, Inc.(2)                                                                                                                                                                                                        
|4.1   | Form of Specimen Stock Certificate for Common
Stock.(2)                                                                                                                                                                               
|4.2   | Warrant No. 76 to Purchase Common Stock of Microvision, Inc.
issued September 10, 2004 to Satellite Strategic Finance Associates, LLC.(6)                                                                                             
|4.3   | Form of Warrant issued under the Securities Purchase Agreement
dated as of March 11, 2005 by and among Microvision, Inc. and the investors
listed on the Schedule of Buyers thereto.(7)                                               
|4.4   | Form of Warrant issued as of July 25, 2005 under the Master
Amendment Agreement dated as of July 25, 2005 by and among Microvision, Inc. and
the investors listed on the Schedule of Buyers thereto.(10)                              
|4.5   | Warrant No. 1 to Purchase Common Stock of Microvision, Inc.
issued August 9, 2005 to Satellite Strategic Finance Partners, Ltd.(12)                                                                                                   
|4.6   | Warrant No. 2 to Purchase Common Stock of Microvision, Inc.
issued August 9, 2005 to Satellite Strategic Finance Associates, LLC.(12)                                                                                                 
|4.7   | Warrant No. 88 to Purchase Common Stock of Microvision, Inc.
issued August 31, 2005 to Omicron Master Trust(13)                                                                                                                       
|4.8   | Form of Warrant issued under the Securities Purchase Agreement
dated as of November 30, 2005 by and among Microvision, Inc. and the investors
listed on the Schedule of Buyers thereto.(14)                                           
|4.9   | Registration Rights Agreement dated as of May 3, 2006 by and
between Microvision, Inc. and Satellite Strategic Finance Associates,
LLC.(15)                                                                                           
|4.10  | Form of Underwriter's Warrant Agreement dated June 5, 2006 by
and between Microvision, Inc. and MDB Capital Group,
LLC.(16)                                                                                                           
|4.11  | Form of Warrant issued under the Placement Agency Agreement
dated as of July 18, 2008 by and between Microvision, Inc. and FTN Securities
Corp., as representative of the several placement agents named therein.(18)                 
|10.1  | Assignment of License and Other Rights between The University of
Washington and the Washington Technology Center and the H. Group, dated July 25,
1993.(1)                                                                            
|10.2  | Project II Research Agreement between The University of
Washington and the Washington Technology Center and Microvision, Inc., dated
October 28, 1993.(1)+                                                                            
|10.3  | Exclusive License Agreement between The University of Washington
and Microvision, Inc., dated October 28, 1993.(1)+                                                                                                                   
|10.4  | Exclusive License Agreement between the University of Washington
and Microvision, Inc. dated March 3, 1994.(5)                                                                                                                        
|10.5  | Microvision, Inc. 2006 Incentive Plan, as amended.(17)*                                                                                                                                                                               
|10.6  | Independent Director Stock Option Plan, as
amended.(4)*                                                                                                                                                                               
|10.7  | Executive Loan Plan and Related Form of
Note.(3)*                                                                                                                                                                                     
|10.8  | License and Development Agreement dated as of December 30, 2004
by and between Microvision, Inc. and Ethicon Endo-Surgery,
Inc.(8)+                                                                                                   
|10.9  | Employment Agreement between Microvision, Inc. and Alexander Y.
Tokman dated July 18, 2005.(9)                                                                                                                                        
|10.10 | Lease Agreement between CarrAmerica Reality Operating
Partnership, L.P. and Microvision, Inc., dated July 15,
2005.(11)                                                                                                               
|23    | Consent of Independent Registered Public Accounting
Firm.(19)                                                                                                                                                                         
|31.1  | Principal Executive Officer certification pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.                                          
|31.2  | Principal Financial Officer certification pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.                                          
|32.1  | Principal Executive Officer certification pursuant to Rule
13a-14(b) or Rule 15d-14(b) and Section 1350, Chapter 63 of Title 18 United States
Code (18 U.S.C. 1350), as adopted pursuant to Section 906 of Sarbanes-Oxley Act
of 2002.
|32.2  | Principal Financial Officer certification pursuant to Rule
13a-14(b) or Rule 15d-14(b) and Section 1350, Chapter 63 of Title 18 United States
Code (18 U.S.C. 1350), as adopted pursuant to Section 906 of Sarbanes-Oxley Act
of 2002.

(1)	Incorporated by reference to the Company's Form SB-2 Registration
Statement, Registration No. 333-05276-LA.

(2)	Incorporated by reference to the Company's Post-Effective Amendment to
Form S-3 Registration Statement, Registration No. 333-102244.

(3) 	Incorporated by reference to the Company's Annual Report on Form 10-
K for the year ended December 31, 2001, available at the SEC's Public Reference
Room at 100 F Street, N.E., Washington, D.C. 20549 under the Company's
Commission File Number, 0-21221.

(4) 	Incorporated by reference to the Company's Form 10-Q for the
quarterly period ended June 30, 2002.

(5) 	Incorporated by reference to the Company's Current Report on Form 8-K
filed on March 5, 2003.

(6)	Incorporated by reference to the Company's Current Report on Form 8-K
filed on September 10, 2004.

(7)	Incorporated by reference to the Company's Current Report on Form 8-K
filed on March 14, 2005.

(8)	Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 2004.

(9)	Incorporated by reference to the Company's Current Report on Form 8-K
filed on July 7, 2005.

(10) 	Incorporated by reference to the Company's Current Report on Form 8-
K filed on July 29, 2005.

(11) 	Incorporated by reference to the Company's Form 10-Q for the
quarterly period ended June 30, 2005.

(12)	Incorporated by reference to the Company's Current Report on Form 8-K
filed on August 10, 2005.

(13)	Incorporated by reference to the Company's Current Report on Form 8-K
filed on September 2, 2005.

(14) 	Incorporated by reference to the Company's Current Report on Form 8-
K filed on December 1, 2005.

(15)	Incorporated by reference to the Company's Current Report on Form 8-K
filed on May 5, 2006.

(16)	Incorporated by reference to the Company's Current Report on Form 8-K
filed on May 31, 2006.

(17)	Incorporated by reference to the Company's Form 10-Q for the
quarterly period ended September 30, 2008.

(18)	Incorporated by reference to the Company's Current Report on Form 8-K
filed on July 18, 2008.

(19)	 Incorporated by reference to the Company's Original 10-K.

+	Subject to confidential treatment.

*	Management contracts and compensatory plans and arrangements required to
be filed as exhibits pursuant to Item 15(b) of this Report.