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

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FORM 10-K/A

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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, 2009

[   ]    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 whether the registrant has submitted electronically and posted on its corporate Web site,
if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files.  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, 2009  was
approximately $233.8 million (based on the closing price for the registrant's Common Stock on the NASDAQ Global
Market of $3.07 per share).

The number of shares of the registrant's Common Stock outstanding as of April 27, 2010  was 88,723,000.

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, 2009, filed with the Securities and Exchange Commission (the "SEC")
on March 10, 2010 (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 certifications, 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

|         |  |                                                                                                | Page
|-------- |  | ---------------------------------------------------------------------------------------------- | ----
|PART III
|Item 10. |  | Directors, Executive Officers and Corporate Governance                                         | 2   
|Item 11. |  | Executive Compensation                                                                         | 8   
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters | 18  
|Item 13. |  | Certain Relationships and Related Transactions                                                 | 19  
|Item 14. |  | Principal Auditor Fees and Services                                                            | 20  

PART III

ITEM 10. 	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

We seek individuals to serve as directors with established strong
professional reputations, sophistication and experience in strategic planning,
leadership, business management, innovation and in substantive areas that affect
our business such as: technology development; sourcing, manufacturing and
operations; financing; finance and accounting; business operations; government
contracts; legal and regulatory; and sales and marketing.   We believe that each
of our current directors possesses the professional and personal qualifications
necessary for board service and have highlighted particularly noteworthy
attributes for each director in the individual biographies below.

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



|                          |  |     |  |                                                                 
|------------------------- |  | --- |  | ----------------------------------------------------------------
|Name                      |  | Age |  | Position                                                        
|Richard A. Cowell (2)(3)* |  | 62  |  | Director                                                        
|Slade Gorton (1)(3)*      |  | 82  |  | Chairman of the Board and Lead Independent Director             
|Jeanette Horan (1)(2)*    |  | 54  |  | Director                                                        
|Perry Mulligan (2)(3)*    |  | 52  |  | Director                                                        
|Brian Turner (1)(2)*      |  | 50  |  | Director                                                        
|Alexander Tokman          |  | 48  |  | Director, President and Chief Executive Officer                 
|Michael L. Fritts         |  | 46  |  | Vice President, Global Sales, Marketing and Business Development
|Sridhar Madhavan          |  | 43  |  | Vice President, Engineering                                     
|Thomas M. Walker          |  | 45  |  | Vice President, General Counsel and Secretary                   
|Jeff T. Wilson            |  | 49  |  | Chief Financial Officer                                         

_______________

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

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

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

|(3) | Member of the Nominating Committee
|--- | ----------------------------------

Alexander Tokman, age 48, 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 new technologies programs lead and a head of I&RD office 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.  As President and Chief Executive Officer of the Company, Mr. Tokman
has a deep understanding of the Company and broad executive experience.

Michael L. Fritts, age 46, joined Microvision in February 2010 as Vice
President, Global Sales, Marketing and Business Development.  Mr. Fritts previously
worked for GE Healthcare from 1987 to 2010 where he held various management and
other positions.  For the past two years, Mr. Fritts served as General Manager
of a newly created business segment within the $1.7B Magnetic Resonance Imaging
(MRI) Division, leading GE Healthcare's growth in the emerging Interventional
MRI market.  Mr. Fritts had responsibility for a global team developing new
products, establishing partnerships and collaborations, building market
awareness, and working extensively with sales and marketing teams around the
world to commercialize products.   In previous management roles, Mr. Fritts led
international and domestic teams that focused on new product development.  Mr.
Fritts has also led the integration of various acquired companies into GE
Healthcare.  Mr. Fritts is a certified Six Sigma and Design for Six Sigma (DFSS)
Quality Leader, has completed the Executive M.B.A. program at the Kellogg
Graduate School of Management at Northwestern University, and received a B.S. in
Electrical Engineering from South Dakota School of Mines and Technology.

Sid Madhavan, age 43, joined Microvision in April 2006 and serves as Vice President
of Engineering. 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 45, 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 49, 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. ("BAH") 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 BAH 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.  Colonel Cowell's senior position
at BAH with involvement in advanced concepts development and technology
transition, leadership in the Army and prior history as a director of the
Company have given him extensive experience and expertise in government
contracts, financial matters and the Company's business and technology
evolvement.

Slade Gorton has served as a director of the Company since September 2003 and
currently serves as Chairman of the Board and Lead Independent Director.  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
also served in the U.S. Army, U.S. Air Force, and the U.S. Air Force
Reserves.  From his positions as an attorney, in business and government, and
prior history as a director of the Company, Mr. Gorton brings expertise in legal
matters, corporate governance, general leadership and the Company's business and
technology evolvement.

Jeanette Horan has served as a director of the Company since 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.  Ms. Horan has substantial breadth and depth of technology leadership
experience and a demonstrated ability to translate novel technologies into
products spanning various markets and segments.

Perry Mulligan has served as a director of the Company since January 2010.
Mr. Mulligan has over 25 years of experience in operations and supply chain
management.  Since October 2007, Mr. Mulligan has served as Senior Vice
President, Operations for QLogic, where he is responsible for all aspects of the
manufacturing and delivery of products to the customer in addition to overall
supply chain design and manufacturing strategy.  Prior to his current position,
Mr. Mulligan was at Solectron from May 2004 to September 2007, where he held the
position of Senior Vice President Supply Chain Management and Chief Procurement
Officer and was responsible for establishing the overall materials and supply
chain strategy.  Mr. Mulligan brings extensive experience and knowledge in
developing and setting up worldwide manufacturing and sourcing operations and
overall supply chain strategy.

Brian Turner has served as a director of the Company since July 2006.
Mr. Turner was the Chief Financial Officer of Coinstar Inc. from 2003 until
June 2009. Prior to Coinstar, 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.  Mr. Turner is a director at Motricity, Inc.
Mr. Turner brings financing expertise and knowledge of
operational finance and accounting to the Board.

Board Meetings and Committees

Our Board of Directors (the "Board of Directors" or the
"Board") met nine times during 2009. 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. We have adopted a policy that each of our directors be
requested to attend our Annual Meeting each year. All directors attended our
Annual Meeting in 2009.

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 us. 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 in 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 our employee or is a partner in or executive officer of an entity to which we
made, or from which we 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 us with regard to each director's
business and personal activities as they may relate to us and our 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 purposes of membership on that Committee,
members of audit committees may not accept, directly or indirectly any
consulting, advisory, or other compensatory fee from us other than their
director compensation.

Board's Role in Risk Oversight

It is management's responsibility to manage risk and bring to the
Board's attention risks that are material to the Company.  The Board has
oversight responsibility of the processes established to report and monitor
systems for the most significant risks applicable to the Company.  The Board
administers its risk oversight role directly and through its committee structure
and the committees' regular reports to the Board at Board meetings.  The Board
reviews strategic, financial and execution risks and exposures associated with
the annual plan and multi-year plans, major litigation and other matters that
may present material risk to our operations, plans, prospects or reputation;
acquisitions and divestitures and senior management succession planning.

Board Expertise and Diversity.

The Nominating Committee seeks to have a
Board that represents diversity as to experience, gender, race and ethnicity,
but does not have a formal policy with respect to diversity.  We seek a Board
that reflects a range of talents, ages, skills, viewpoints, professional
experience, educational background and expertise to provide sound and prudent
guidance with respect to our operations and interests. All of our directors are
financially literate, and two members of our Audit Committee are audit committee
financial experts.

Board Leadership Structure

Our Board annually elects a Chairman of the Board. The Board has
chosen to separate the roles of Chairman and Chief Executive Officer.  Mr.
Gorton currently serves as Chairman and Lead Independent Director.  In this
role, among other duties, Mr. Gorton meets with our Chief Executive Officer and
with senior officers as necessary, schedules and presides at meetings of the
Board, including meetings of the Independent Directors, serves as a liaison
between the Board and our management, approves meeting schedules and agendas,
and undertakes other responsibilities designated by the Board.  The Board
believes that the separate roles of Mr. Tokman as Chief Executive Officer and
Mr. Gorton as Chairman and Lead Independent Director currently well serve the
interests of us and our shareholders.  Mr. Tokman can devote his attention to
leading the Company and focus on our business strategy.  Mr. Gorton provides an
appropriate level of independence in the Company's leadership through his review
and approval of meeting agendas and his leadership of the Board.

Committees

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

The Audit Committee

The Board has an Audit Committee which assists the Board by
monitoring and overseeing: (1) our accounting and financial reporting
processes and the audits of our financial statements, (2) the integrity of
our financial statements, (3) our compliance with legal and regulatory
requirements, and (4) the performance of our internal finance and
accounting personnel and our independent auditors. The Audit Committee conducts
discussions related to our 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 our
management. Messrs. Cowell, Mulligan and Turner and Ms. Horan currently
serve on the Audit Committee, with Mr. Cowell serving as Chairman. The
Audit Committee met four times during 2009.

Among other matters, the Audit Committee monitors the activities and
performance of our 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 our independent auditor. The Audit
Committee also reviews the results of the external audit work with regard to the
adequacy and appropriateness of our 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 our
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 nine years as Chair
of our 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 our 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, Inc., 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 our 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 our stock option plans. The
Compensation Committee reviewed the relationship between our risk
management policies and practices, organizational structure, operating policies,
corporate strategy and our compensation programs to confirm that our
compensation programs do not encourage unnecessary and excessive risks.  The
Compensation Committee Report is set forth below on page 11. 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 four times during 2009.

The Nominating Committee

The Nominating Committee counsels the
Board of Directors with respect to Board and Committee structure and membership.
In fulfilling its duties, the Nominating 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 our
shareholders may recommend candidates to the Nominating
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 Mulligan currently serve as members
of the Nominating Committee, with Mr. Gorton
serving as Chairman. The Nominating Committee met two
times during 2009.

The Nominating Committee will consider
recommendations for directorships submitted by shareholders, or groups of
shareholders, that have beneficially owned at least 5% of our 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
Committee to consider their recommendations for nominees for the
position of director should submit their request in writing no later than the
120th calendar day before the
anniversary of the date the prior year's annual meeting proxy statement was
released to shareholders. Such written requests should be submitted to the
Nominating Committee care of the Corporate Secretary,
Microvision, Inc., 6222 185



| | • |  | 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 our
outstanding shares of common stock for at least one year and will continue to
beneficially own at least 5% of our 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 we 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 us, 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 our 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 Committee will review the nominee's
judgment, experience, independence, understanding of our or other related
industries and such other factors the Nominating
Committee determines are pertinent in light of the current needs of the Board.
The Nominating 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 Committee
considers, in addition to the requirements set out in the Nominating
Committee charter, quality of experience, our needs and
the range of talent and experience represented on the Board.

Shareholder Communication with the Board of
Directors

We have adopted written procedures establishing a process by which our
shareholders 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 2009 were independent
directors, and none of them were our employees or former employees. During 2009,
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 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
our directors, executive officers, and greater-than 10% shareholders file
reports with the SEC relating to their initial beneficial ownership of our
securities and any subsequent changes. They must also provide us with copies of
the reports.

Based solely on a review of the copies of such forms in
our possession, and on written representations from reporting persons, we
believe that all of these reporting persons complied with their filing
requirements during 2009.

Code of Ethics

We have adopted a code of ethics applicable to our principal executive
officer, principal financial officer, principal accounting officer and general
counsel, known as the Code of Ethics for Microvision Executives. We have also
adopted a code of conduct applicable to our 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 our website. In the event that we amend or
waive any of the provisions of the Code of Ethics for Microvision Executives
applicable to our principal executive officer, principal financial officer, and
principal accounting officer, we intend to disclose the same on our 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. Thus, the Compensation Committee utilizes
compensation components that measure overall Company performance, including
performance against the Company's annual strategic operating plan. 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 an independent
compensation consultant. The consultant was tasked with examining the
compensation of the named executive officers and providing an analysis of that
compensation relative to other companies. The consultant 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 Compensation Committee and senior
management. In selecting the Company's peer group, the Compensation 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
Compensation Committee, the consultant 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.  For
determining 2009 compensation, no independent compensation consultant was
retained by the Company or the Compensation Committee.

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.

Salaries for 2008 were based on the compensation objectives mentioned above
and, in the case of Alexander Tokman, his employment agreement.
Although no changes were made in the Company's overall compensation
philosophy, the Company
took measures to control costs in 2009, which included holding our executives'
salaries consistent with 2008 levels.  Mr. Tokman's employment agreement
provided for a base salary increase for 2009 of 5%.  In order to conserve cash,
Mr. Tokman agreed to accept an award of 14,000 shares of stock in lieu of such
base salary increase. Accordingly, 2009 base salaries for Messrs. Tokman,
Wilson, Walker, Madhavan and Brown were $347,288, $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 performance. 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 Company performance into incentive bonuses.

Each of the named executive officers is eligible for an annual incentive
bonus. The amount of the bonus depends generally on the level of Company
performance, 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.  As Mr. Brown was no longer an executive officer of the Company at
the time of determination of bonus payments for 2009, his bonus was determined
by the Chief Executive Officer.
Target bonus percentages are set to be approximately at the median of
the Company's peer group.



In 2009, 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.  In 2009, the Compensation 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 bonus actually
awarded to executives is determined solely in the discretion of the Compensation
Committee for all executive officers, except the Chief Executive Officer.  The
Compensation Committee makes a recommendation to the full Board regarding the
Chief Executive Officer.  In determining bonus amounts to be paid and
recommended for 2009, the Compensation Committee evaluated factors such as
overall Company performance, financial performance, advancements in the
Company's technology, and team performance.  This determination also included the
evaluation of performance against the
following business objectives set forth in the Company's 2009 operating
plan:  (1) maturing the Company's PicoP platform for product launch;
(2) delivering on PicoP programs other than mobile device products;
(3) achieving revenue, balance sheet and other financial targets; and
(4) improving the effectiveness and culture of the organization.

Using its discretionary authority, the Compensation
Committee recommended to the Board, and the Board approved, an incentive bonus
for Alexander Tokman of $245,700. The Compensation Committee awarded Jeff
Wilson, Thomas Walker, and Sridhar Madhavan bonuses of $81,600,
$91,700 and $81,000  respectively.
The Chief Executive Officer awarded Ian Brown a bonus of $36,000.  Due to poor
ecomonimc conditions and in order to reduce the cash needs of the Company, with respect
to the Chief Executive Officer, the Compensation Committee recommended to the Board, and the
Board approved paying 54% of the incentive bonus in cash with the remainder
paid in stock options.  With respect to each of the other executive officers,
as well as Mr. Brown, the
Compensation Committee approved, paying the incentive bonus half in cash and the
other half in stock options. The options were valued for this purpose at $2.40 per option
and had an exercise price equal to 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
Compensation 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 units awarded to the named executive officers in
2009 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 units have 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 2009, the value of the long-term incentive award
was split 70% stock options and 30% restricted stock units.

In 2009, 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 units were valued using the grant price. Those values were then
utilized to calculate the respective number of shares of options and restricted
stock units to award to an executive.

In 2009, Mr. Tokman was awarded 203,707 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 57,430, 64,563, 56,985 and
50,650 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 2009,
Mr. Tokman was awarded 236,303  restricted stock units, 14,000 of which
were in lieu of a contractual base salary increase and vested in 2009 and
110,000 of which were granted pursuant to the terms of Mr. Tokman's Employment
Agreement and vest based on meeting service and performance criteria awards.  In
2009, Mr. Wilson, Mr. Walker, Mr. Madhavan and Mr. Brown
were awarded 13,770, 15,477, 13,665 and 12,150 restricted stock units,
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 Compensation 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 Compensation Committee with the
authority to retain a compensation consulting firm in its discretion.  However,
no independent compensation consultant was retained by the Company or the
Compensation Committee in connection with determining 2009 compensation.

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 2009

This table shows certain information about the compensation we paid our
Chief Executive Officer, our Chief Financial Officer and each of our three other
most highly compensated executive officers who were serving as executive
officers as of December 31, 2009. 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)     ($) (2)   ($) (3) (4)      ($)
------------------------------ --------- ------------ ------------ ------------ ----------- ----------- ------------ -----------
Alexander Y. Tokman              2009        347,288           --      364,344     239,559     245,700        7,350   1,204,241
President and Chief Executive    2008        347,288           --      141,514     278,442     140,000        6,900     914,144
Officer and Director             2007        330,750           --           --     619,634     236,500       45,511   1,232,395

Jeff T. Wilson                   2009        203,804           --       25,612      67,538      81,600        3,564     382,118
Chief Financial Officer          2008        203,030           --       34,480      78,697      50,600        6,900     373,707
                                 2007        195,892           --           --     309,067      86,700        1,970     593,629

Thomas M. Walker                 2009        229,288           --       28,787      75,926      91,700        6,244     431,945
Vice President, General Counsel  2008        227,907           --       38,662      88,236      56,900        5,854     417,559
and Secretary                    2007        205,033           --           --     310,199      97,200        5,845     618,277

Sridhar Madhavan                 2009        202,460           --       25,417      67,014      81,000        6,083     381,974
Vice President,                  2008        200,500           --       33,430      76,279      50,200        5,835     366,244
Engineering                      2007        188,334           --           --     235,504      84,000       38,851     546,689

Ian D. Brown                     2009        180,000           --       22,599      59,564      36,000        5,400     303,563
Vice President,                  2008        178,333           --       29,757      67,908      44,600        6,460     327,058
Sales and Marketing              2007        170,000           --           --     134,410      74,800        7,498     386,708`

_______________





|(1) | Reflects the fair value of stock and option awards on the grant
date in accordance with FASB ASC Topic 718.
|--- | -----------------------------------------------------------------------------------------------------------



|(2) | Reflects the total amounts awarded under the annual incentive
plan during fiscal 2007, 2008 and 2009, which are discussed in more detail under
the heading "Incentive Bonus" in the Compensation Discussion and
Analysis above.  Amounts awarded for each year were paid following the
Compensation Committee's review of performance targets under the plan.
One-half of the amounts earned with respect to 2007 were paid in
cash to participants on March 25, 2008 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 - 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.  One-half of the amounts earned with respect to
2009 will be paid in cash and one-half of the amounts were paid in
additional stock options of the Company, except for Alexander Tokman who will
receive 54% of the amount earned with respect to 2009 in cash and the remainder
in additional stock options of the Company.
Alexander Tokman, Jeff Wilson, Thomas Walker,
Sridhar Madhavan and Ian Brown were awarded 47,021, 17,000, 19,104, 16,875, and 7,500
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) | All Other Compensation includes $26,898 and $22,277 for Mr.
Tokman and Mr. Madhavan, respectively, of perquisites and other personal
benefits in 2007.  The table below shows all other amounts under All Other
Compensation for fiscal 2007, 2008 and 2009:
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

`Amounts      Employer
                                          reimbursed  contribution
Name and                        Fiscal   for payment   to 401(k)
Principal Position               Year      of taxes   account (1)
------------------------------ --------- ------------ ------------                          
Alexander Y. Tokman              2009             --        7,350
                                 2008             --        6,900
                                 2007         11,863        6,750

Jeff T. Wilson                   2009             --        3,564
                                 2008             --        6,900
                                 2007             --        1,970

Thomas M. Walker                 2009             --        6,244
                                 2008             --        5,854
                                 2007             --        5,845

Sridhar Madhavan                 2009             --        6,083
                                 2008             --        5,835
                                 2007         10,717        5,857

Ian D. Brown                     2009             --        5,400
                                 2008             --        6,460
                                 2007          1,888        5,610`

_______________



|(1) | This column represents the amount of matching contributions made
to our qualified 401(k) retirement plan for each of our named executive
officers.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------

Grants of Plan-Based Awards During
2009

The following table shows grants of plan based awards to our named
executive officers in 2009.

`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          ($)              (#)        (#) (6)     ($/Sh) (1)    ($) (2)
------------------ ------------ --------------    ------------ ------------ ------------ ------------
Alexander Y. Tokman 04/07/2009                  3      14,000                                 20,160
                    04/07/2009                  4     110,000                                158,400
                    04/23/2009                  5     112,303      203,707         1.86      425,343
                    04/23/2009        225,737

Jeff T. Wilson      04/23/2009                  5      13,770       57,430         1.86       93,150
                    04/23/2009         81,600

Thomas M. Walker    04/23/2009                  5      15,477       64,563         1.86      104,713
                    04/23/2009         91,715

Sridhar Madhavan    04/23/2009                  5      13,665       56,985         1.86       92,431
                    04/23/2009         80,984

Ian D. Brown        04/23/2009                  5      12,150       50,650         1.86       82,163
                    04/23/2009         72,000`

_______________



|(1) | All option awards were granted with an exercise price equal to
the closing price of our common stock on the NASDAQ Global Market on the date of
grant.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Reflects the fair value of option and stock awards on the date
of grant in accordance with FASB ASC Topic 718.
|--- | --------------------------------------------------------------------------------------------------------------





|(3) | Mr. Tokman was awarded 14,000 shares of common stock in lieuof a contractual cash
salary increase for 2009, under the terms of his prior Employment Agreement
effective July 18, 2005.  This award vested 25% on each of April 30, 2009, June
30, 2009, September 30, 2009, and December 31, 2009.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | This award was granted
under Mr. Tokman's current Employment Agreement effective April 7, 2009. This
award vests based on satisfying both service and performance conditions. The
award will vest on the later of the third anniversary of the date of grant or
the first day thereafter that Mr. Tokman is not in a closed window under our
insider trading policy, based on the Company achieving the following specified
performance milestones: 55,000 shares are scheduled to vest based on Mr.
Tokman's achievement of one operational milestone; another 55,000 shares will
vest if one additional operational milestone is achieved by December 31, 2010.
Shares that do not vest will be cancelled.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(5) | Mr. Tokman was awarded 55,000 shares of stock which vests on the
later of the third anniversary of the date of grant or the first day thereafter
that Mr. Tokman is not in a closed window under our insider trading policy.
In addition, Messrs. Tokman, Wilson, Walker, Madhavan, and Brown were awarded
57,303, 13,770, 15,477, 13,665, and 12,150 shares of stock which vest on the
third anniversary of the date of grant.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(6) | Messrs. Tokman, Wilson, Walker, Madhavan, and Brown were awarded
70,000, 25,300, 28,450, 25,100, and 22,300 stock options, respectively, fully
vested upon date of grant with ten year terms, in lieu of the Incentive Bonus
amounts earned with respect to 2008.  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.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Outstanding Equity Awards at Year-End 2009

The following table shows outstanding equity awards for our named
executive officers as of December 31, 2009.

`Option Awards                                  Stock Awards
                     ------------------------------------------------------ ----------------------------
                         Number of     Number of
                         Securities    Securities                                           Market Value
                         Underlying    Underlying                               Number of   of Shares of
                        Unexercised   Unexercised    Option       Option    Shares of Stock  Stock That
                        Options (#)   Options (#)    Exercise   Expiration     That Have Not  Have Not
Name                    Exercisable  Unexercisable  Price ($)      Date         Vested (#)   Vested ($)
-------------------- --------------- -------------- ---------- ------------ --------------- ------------
Alexander Y. Tokman   1     300,000             --       2.77   07/07/2015
                      2     285,000         95,000       3.43   04/13/2016
                      2     225,000         75,000       4.46   04/13/2016
                      2     107,876        107,874       4.39   04/19/2017
                      2      37,018        111,053       2.23   03/25/2018   5      63,459         2.23
                      4      68,750             --       2.23   03/25/2018   5      57,303         1.86
                      2          --        133,707       1.86   04/23/2019   6      55,000         1.44
                      4      70,000             --       1.86   04/23/2019   7     110,000         1.44

Jeff T. Wilson        3       7,510             --       2.77   10/24/2011
                      3      24,500             --       2.77   04/01/2012
                      3      78,629             --       2.77   06/13/2013
                      2       7,500          2,500       3.43   04/05/2016
                      2      53,808         53,806       4.39   04/19/2017
                      2       9,020         27,058       2.23   03/25/2018
                      4      25,203             --       2.23   03/25/2018
                      2          --         32,130       1.86   04/23/2019   5      15,462         2.23
                      4      25,300             --       1.86   04/23/2019   5      13,770         1.86

Thomas M. Walker      3     120,000             --       2.77   05/07/2012
                      2      30,000         10,000       3.43   04/05/2016
                      2      54,004         54,004       4.39   04/19/2017
                      2      10,113         30,340       2.23   03/25/2018
                      4      28,256             --       2.23   03/25/2018
                      2          --         36,113       1.86   04/23/2019   5      17,337         2.23
                      4      28,450             --       1.86   04/23/2019   5      15,477         1.86

Sridhar Madhavan      2      30,000         10,000       3.43   05/12/2016
                      2      41,000         41,000       4.39   04/19/2017
                      2       8,745         26,234       2.23   03/25/2018
                      4      24,419             --       2.23   03/25/2018
                      2          --         31,885       1.86   04/23/2019   5      14,991         2.23
                      4      25,100             --       1.86   04/23/2019   5      13,665         1.86

Ian D. Brown          2      37,500         12,500       3.43   05/12/2016
                      2      23,400         23,400       4.39   04/19/2017
                      2       7,784         23,352       2.23   03/25/2018
                      4      21,744             --       2.23   03/25/2018
                      2          --         28,350       1.86   04/23/2019   5      13,344         2.23
                      4      22,300             --       1.86   04/23/2019   5      12,150         1.86`

_______________



|(1) | The indicated option vested 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 vested 25% on the grant date 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.
|--- | -----------------------------------------------------------------------------------



|(6) | The indicated stock award vests 100% the later of the third
anniversary of the date of grant or the first day thereafter that the officer is
not in a closed window period under our insider trading policy.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(7) | The indicated stock award vests based on satisfying both service
and performance conditions.  The award will vest on the later of the third
anniversary of the date of grant or the first day thereafter that the officer is
not in a closed window under our insider trading policy, based on the Company
achieving the following specified performance milestones: 55,000 shares are
scheduled to vest on April 7, 2012 based on the prior achievement of an
operational milestone; another 55,000 shares will vest on April 7, 2012 if an
additional operational milestone is achieved by December 31, 2010. Shares that
do not vest will be cancelled.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Option Exercises and Stock Vested During 2009

None of our named executive officers exercised stock options during 2009.
The following table shows the number of stock awards that vested and the fair
value realized by our named executive officers during 2009.

`Stock Awards
                  ----------------------------------------
                     Number of Shares     Value Realized
                   Acquired on Vesting      on Vesting
      Name                 (#)                 ($)
----------------- --------------------- ------------------
Alexander Y. Tokman        14,000              47,600
Jeff T. Wilson               --                 --
Thomas M. Walker             --                 --
Sridhar Madhavan             --                 --
Ian D. Brown                 --                 --`



Potential Payments upon
Termination or Change in Control

All of our 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 Incentive 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.   In addition, 100% of each named executive officers
restricted stock units will become fully vested upon a change of control of the Company.

The following table sets forth aggregate estimated payment obligations to
each of our named executive officers assuming a termination without cause, or a
change in control, occurred on December 31, 2009.

`Payments Due in Connection
                         Payments Due in Connection       with a Change of Control
                            with a Termination of            and Termination of
                         Employment without Cause or     Employment without Cause or     Payments Due in Connection
Name                           for Good Reason                 for Good Reason             with Change in Control
---------------------- ------------------------------- ------------------------------- -------------------------------
Alexander Y. Tokman                           731,668                       2,404,191                       1,496,533
Jeff T. Wilson                                     --                              --                         269,758
Thomas M. Walker                                   --                              --                         301,184
Sridhar Madhavan                                   --                              --                         221,324
Ian D. Brown                                       --                              --                         196,875`

_______________



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



| | • |  | We included the estimated intrinsic value of accelerating any
award of stock options or awards that are accelerated upon a change in control.
In the case of a change in control, we assumed that all such awards would be
cashed out at closing using the closing price of our common stock on the NASDAQ
Global Market on December 31, 2009, which was $3.17 per share. See the
table titled 'Outstanding Equity Awards at Fiscal Year-End 2009' 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 us 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 us. If we terminate 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 we will continue to pay certain group
medical and dental expenses in that 18-month period. We do not accelerate the
vesting of equity incentives for our 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 us; a material breach of his obligations of
confidentiality, non-competition, or non-solicitation against us; 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: we
have 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 us 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 our
principal offices without his consent.  Mr. Tokman may only terminate his
employment for good reason if he (a) gives notice to us 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) we
fail 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 we fail to cure).

Payment upon a Change in Control. In the event of a change of control
and the termination of Mr. Tokman's employment "other than for
cause" by us within two years following a change of control or if
Mr. Tokman terminates his employment for "good reason" within six
months following a change of control, we must pay Mr. Tokman an amount
equal to two times the sum of one year of base salary plus a payment equal to
his target bonus. The foregoing amount will be paid in a single lump sum. We
must also pay the full cost of Mr. Tokman's continued participation in our
group health and dental plans for two years or, if less, for so long as he
remains entitled to continue such participation under applicable law. In
addition, 100% of his options, restricted stock or other equity awards which
have not been exercised and have not expired or been surrendered or cancelled,
will become exercisable in accordance with the applicable award agreement.

Our obligation to pay the severance amounts mentioned in this "Payments
upon a Termination or Change in Control" section is 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 2009

The following table provides information concerning our non-employee
directors during 2009. 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      Total
Name                       ($)          ($) (1) (2)        ($)
------------------- ----------------- ---------------- ------------
Richard A. Cowell             48,000           40,004       88,004
Slade Gorton                  50,000           40,004       90,004
Jeanette Horan                48,000           40,004       88,004
Marc Onetto  (4)               8,000               --        8,000
Brian Turner                  51,000           40,004       91,004`



|(1) | Reflects the fair value of option awards on the grant date in
accordance with FASB ASC Topic 718
|--- | ------------------------------------------------------------------------------------------------



|(2) | The following table shows the number of outstanding shares
underlying option and stock awards for each of our non-employee directors as of
December 31, 2009:
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

`Outstanding      Outstanding
                         Option            Stock
                         Awards            Awards
Name                       (#)            (#) (3)
------------------- ----------------- ----------------             
Richard A. Cowell            153,867            7,092
Slade Gorton                 120,000            7,092
Jeanette Horan                90,000            7,092
Marc Onetto  (4)              75,000            7,092
Brian Turner                  90,000            7,092`



|(3) | The indicated awards represent one-half of each non-employee
directors' annual fee for 2008, which was paid in shares of common
stock.
|--- | --------------------------------------------------------------------------------------------------------------------------------------



|(4) | Marc Onetto did not stand for reelection in 2009 and was not a
director of the Company as of December 31, 2009.
|--- | ---------------------------------------------------------------------------------------------------------------

Each non-employee 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 non-employee 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 our annual meeting of shareholders next following the date of grant, or
(ii) one year from the date of grant, provided the non-employee director
continues to serve as a director on the vesting date. If a non-employee 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 our 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 non-employee director generally 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.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Mr. Mulligan, who joined our Board as a non-employee director in
January 2010, did not receive an option award or other compensation upon joining
the Board and is not currently being compensated for his services as a director.
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, 2010, the number of shares of
our common stock owned beneficially by our directors and nominees, the named
executive officers, and all directors and executive officers as a group and each
persons known by us to own beneficially more than 5% of our outstanding common
stock.

`Number of       Percent of
Name of Beneficial Owner                                             Shares(1)    Common Stock(2)
------------------------------------------------------------------- ------------ ------------------
Alexander Y. Tokman (3)                                               1,477,548                1.6%

Jeff T. Wilson (4)                                                      295,827                 *

Thomas M. Walker (5)                                                    354,070                 *

Sridhar Madhavan (6)                                                    196,855                 *

Ian D. Brown (7)                                                        162,300                 *

Richard A. Cowell (8)                                                   165,659                 *

Slade Gorton (9)                                                        129,092                 *

Jeanette Horan (10)                                                      97,092                 *

Perry Mulligan (11)                                                      11,638                 *

Brian Turner (12)                                                        97,092                 *

Max Display Enterprises Limited (13)                                 10,095,299               11.1%

All executive officers and directors as a group (11 persons) (14)     2,987,173                3.3%`

_______________



|* | 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, we believe 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 88,723,000 shares of
common stock outstanding as of April 27, 2010.
|--- | ----------------------------------------------------------------------------------------------------------



|(3) | Includes 1,435,048 shares issuable upon exercise of options.
|--- | ------------------------------------------------------------



|(4) | Includes 294,927 shares issuable upon exercise of options.
|--- | ----------------------------------------------------------



|(5) | Includes 346,070 shares issuable upon exercise of options.
|--- | ----------------------------------------------------------



|(6) | Includes 193,355 shares issuable upon exercise of options.
|--- | ----------------------------------------------------------



|(7) | Includes 159,300 shares issuable upon exercise of options.
|--- | ----------------------------------------------------------



|(8) | Includes 148,867 shares issuable upon exercise of options.
|--- | ----------------------------------------------------------



|(9) | Includes 120,000 shares issuable upon exercise of options.
|--- | ----------------------------------------------------------



|(10) | Includes 90,000 shares issuable upon exercise of options.
|---- | ---------------------------------------------------------



|(11) | Includes 11,638 shares issuable upon exercise of options.
|---- | ---------------------------------------------------------



|(12) | Includes 90,000 shares issuable upon exercise of options.
|---- | ---------------------------------------------------------



|(13) | Based on information set forth in a Form 3 filed with the SEC on
June 30, 2009 by Max Display Enterprises Limited and Walsin Lihwa.  Includes
2,019,060 shares issuable upon exercise of warrants.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(14) | Includes 2,889,205 shares issuable upon exercise of options.
|---- | ------------------------------------------------------------

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

Under the Code of Conduct adopted by us, officers, directors and employees
must avoid even the appearance of a conflict of interest. Under the Code of
Ethics for Microvision Executives we have adopted, our 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. We also review questionnaires
completed by all directors and executive officers for potential "related-person
transactions" between us 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.

Our independent auditors, PricewaterhouseCoopers LLP, billed the following
fees to us for audit and other services for the fiscal years 2009 and 2008:

Audit Fees

The aggregate fees billed for professional services rendered by
PricewaterhouseCoopers LLP for the audit of our annual financial statements and
the reviews of the financial statements included in our Quarterly Reports on
Form 10-Q were $414,100 for the year ended December 31, 2009 and were $529,280
for the year ended December 31, 2008.

Audit Related Fees

There were no fees for audit related services in 2009 or 2008.

Tax Fees

Fees for tax services, including federal and state tax compliance, tax
advice and tax planning, totaled $0 in 2009 and $1,732 in 2008.

All Other Fees

Fees for all other services not described above totaled $1,500 in each of
2009 and 2008 for a subscription to an online accounting research tool.

The 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 our 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 us 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 us 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, 2010 | BY: | /s/  Alexander Y. Tokman                             
|--------------------- | --- | -----------------------------------------------------
|                      |     | Alexander Y. Tokman                                  
|                      |     | Chief Executive Officer
(Principal Executive Officer)





|Date:  April 30, 2010 | BY: | /s/  Jeff Wilson                                     
|--------------------- | --- | -----------------------------------------------------
|                      |     | Jeff Wilson                                          
|                      |     | Chief Financial Officer
(Principal Financial Officer)

EXHIBIT INDEX

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   | Amended and Restated Certificate of Incorporation of
Microvision, Inc., as amended (14)                                                                                                                                               
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2   | Bylaws of Microvision, Inc.(2)                                                                                                                                                                                                        
|4.1   | Form of Specimen Stock Certificate for Common
Stock.(2)                                                                                                                                                                               
|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.(5)                                               
|4.5   | Warrant No. 1 to Purchase Common Stock of Microvision, Inc.
issued August 9, 2005 to Satellite Strategic Finance Partners, Ltd.(7)                                                                                                    
|4.6   | Warrant No. 2 to Purchase Common Stock of Microvision, Inc.
issued August 9, 2005 to Satellite Strategic Finance Associates, LLC.(7)                                                                                                  
|4.7   | Warrant No. 88 to Purchase Common Stock of Microvision, Inc.
issued August 31, 2005 to Omicron Master Trust(8)                                                                                                                        
|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.(9)                                            
|4.9   | Registration Rights Agreement dated as of May 3, 2006 by and
between Microvision, Inc. and Satellite Strategic Finance Associates,
LLC.(10)                                                                                           
|4.10  | Form of Underwriter's Warrant Agreement dated June 5, 2006 by
and between Microvision, Inc. and MDB Capital Group,
LLC.(11)                                                                                                           
|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.(13)                 
|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.(4)                                                                                                                        
|10.5  | Microvision, Inc. 2006 Incentive Plan, as amended.(12)*                                                                                                                                                                               
|10.6  | Independent Director Stock Option Plan, as
amended.(3)*                                                                                                                                                                               
|10.8  | Employment Agreement between Microvision, Inc. and Alexander Y.
Tokman dated April 7, 2009.(16)                                                                                                                                       
|10.9  | Lease Agreement between CarrAmerica Reality Operating
Partnership, L.P. and Microvision, Inc., dated July 15,
2005.(6)                                                                                                                
|10.10 | Securities Purchase Agreement dated June 22, 2009 by and between
the Company and Max Display Enterprises Limited (15)                                                                                                                 
|10.11 | Registration Rights Agreement dated June 22, 2009 by and between
the Company and Max Display Enterprises Limited(15)                                                                                                                  
|10.12 | Warrant No. 120 to Purchase Common Stock of Microvision, Inc.
issued June 22, 2009 to Max Display Enterprises
Limited(15)                                                                                                             
|23    | Consent of Independent Registered Public Accounting Firm. (17)                                                                                                                                                                        
|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 Form 10-Q for the
quarterly period ended June 30, 2002.

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

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

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

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

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

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

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

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

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

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

(14)	Incorporated by reference to the Company's Form 10-Q for the
quarterly period ended September 30, 2009

(15)	Incorporated by reference to the Company's Form 10-Q for the
quarterly period ended June 30, 2009

(16)	Incorporated by reference to the Company's Form 10-Q for the
quarterly period ended March 31, 2009

(17)	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.