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

---

FORM 10-K/A
                             (Amendment No. 1)

---

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
     for the fiscal year ended December 31, 2006

[   ]    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                     
|Warrants, exercisable for 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 Section13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes

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

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

Large accelerated filer      ̈ Accelerated filer    x Non-accelerated filer     ̈

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

The aggregate market value of the common stock held by non-affiliates of the registrant as of June 30, 2006 was
approximately $71.8 million (based on the closing price for the registrant's Common Stock on the NASDAQ Global
Market of $1.93 per share).

The number of shares of the registrant's Common Stock outstanding as of March 1, 2007 was 43,193,000.

Documents Incorporated by Reference

Portions of the registrant's definitive Proxy Statement to be filed with the Commission pursuant to Regulation 14A in
connection with the Registrant's Annual Meeting of Shareholders to be held on June 13, 2007 are incorporated herein by
reference into Part III of this report.




Amendment No. 1

As required by Rule 3-09(b) of Regulation S-X, Microvision, Inc. (the "Company") is filing this Form 10-K/A to amend Item 15,
Exhibits and Financial Statement Schedules, to include the audited financial statements of Lumera Corporation as of December 31, 2005 and December 31, 2004
and for the years ended December 31, 2005 and December 31, 2004. As of December 31, 2005, the Company had a 28% equity
interest in Lumera Corporation. Item 15 is also being amended to include reference to the Lumera Corporation financial statements,
financial statement schedule and the related report of the entity's independent registered public accounting firm. In accordance with Rule 12b-15 under the Securities and Exchange Act of 1934, as
amended, the text of the amended item (Item 15) is set forth in its entirety in the attached pages hereto.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of the report

1. Financial Statements

Microvision Financial Statements

Consolidated Balance Sheets as of December 31, 2006 and 2005

Consolidated Statements of Operations for the years ended December 31, 2006, 2005 and 2004

Consolidated Statements of Mandatorily Redeemable Convertible Preferred Stock and Shareholders' Equity (Deficit) for the years ended December 31, 2006, 2005 and 2004

Consolidated Statements of Comprehensive Loss for the years ended December 31, 2006, 2005 and 2004

Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004

Notes to Consolidated Financial Statements

Valuation and Qualified Accounts and Reserves for the years ended December 31, 2006, 2005 and 2004

Lumera Financial Statements

Balance Sheets as of December 31, 2005 and 2004

Statements of Operations for the years ended December 31, 2005 and 2004

Statements of Mandatorily  Redeemable Convertible Preferred Stock and Shareholders' Equity (Deficit) for the years ended December 31, 2005 and 2004

Statements of Comprehensive Loss for the years ended December 31, 2005 and 2004

Statements of Cash Flows for the years ended December 31, 2005 and 2004

Notes to Financial Statements

Valuation and Qualifying Accounts and Reserves for the years ended December 31, 2005 and 2004

2. None

(b) Exhibits

|3.1   | Certificate of Incorporation of Microvision, Inc., as amended. (22)                                                                                                                                                                                  
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2   | Bylaws of Microvision, Inc.(2)                                                                                                                                                                                                                       
|4.1   | Form of Specimen Stock Certificate for Common
Stock.(2)                                                                                                                                                                                              
|4.2   | Form of Warrant issued on July 22, 2002.(7)                                                                                                                                                                                                          
|4.3   | Form of Warrant Agreement dated March 5, 2003.(6)                                                                                                                                                                                                    
|4.4   | Registration Rights Agreement dated as of September 9, 2004 by
and between Microvision, Inc. and Satellite Strategic Finance Associates,
LLC.(10)                                                                                                    
|4.5   | Warrant No. 76 to Purchase Common Stock of Microvision, Inc.
issued September 10, 2004 to Satellite Strategic Finance Associates, LLC.(10)                                                                                                           
|4.6   | Registration Rights Agreement executed in connection with 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.(11)                                
|4.7   | 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.(11)                                                             
|4.8   | Form of Amended and Restated Note issued as of March 11, 2005
under the Master Amendment Agreement dated July 25, 2005 by and among
Microvision, Inc. and the investors listed on the Schedule of Buyers
thereto.(14)                                
|4.9   | Form of Warrant issued as of July 25, 2005 under the Master
Amendment Agreement dated as of July 25, 2005 by and among Microvision, Inc. and
the investors listed on the Schedule of Buyers thereto.(14)                                             
|4.10  | Registration Rights Agreement dated as of August 8, 2005 by and
between Microvision, Inc., Satellite Strategic Finance Associates, LLC and
Satellite Strategic Finance Partners, Ltd.(16)                                                            
|4.11  | Warrant No. 86 to Purchase Common Stock of Microvision, Inc.
issued August 9, 2005 to Satellite Strategic Finance Partners, Ltd.(16)                                                                                                                 
|4.12  | Warrant No. 87 to Purchase Common Stock of Microvision, Inc.
issued August 9, 2005 to Satellite Strategic Finance Associates, LLC.(16)                                                                                                               
|4.13  | Registration Rights Agreement dated as of August 31, 2005 by and
between Microvision, Inc. and Omicron Master Trust.(17)                                                                                                                             
|4.14  | Warrant No. 88 to Purchase Common Stock of Microvision, Inc.
issued August 31, 2005 to Omicron Master Trust(17)                                                                                                                                      
|4.15  | Registration Rights Agreement executed in connection with 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.(19)                             
|4.16  | Form of Note issued as of December 1, 2005 under the Securities
and Purchase Agreement dated as of November 30, 2005 by and among Microvision,
Inc. and the investors listed on the Schedule of Buyers
thereto.(18)                                  
|4.17  | 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.(18)                                                          
|4.18  | Form of Amended and Restated Pledge and Security Agreement
executed in connection with 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.(18)
|4.19  | Registration Rights Agreement dated as of May 3, 2006 by and
between Microvision, Inc. and Satellite Strategic Finance Associates,
LLC.(20)                                                                                                          
|4.20  | Form of Warrant Agreement dated June 5, 2006 by and between
Microvision, Inc. and American Stock Transfer & Trust
Company.(21)                                                                                                                       
|4.21  | Form of Underwriter's Warrant Agreement dated June 5, 2006 by
and between Microvision, Inc. and MDB Capital Group,
LLC.(21)                                                                                                                          
|4.22  | Form of Underwriter's Warrant to Acquire Warrants Agreement
dated June 5, 2006 by and between Microvision, Inc. and MDB Capital Group,
LLC.(21)                                                                                                      
|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.(6)                                                                                                                                       
|10.5  | 2006 Microvision, Inc. Incentive Plan.                                                                                                                                                                                                               
|10.6  | Independent Director Stock Option Plan, as
amended.(5)*                                                                                                                                                                                              
|10.7  | Form of Common Stock Purchase Warrant issued to Avram Miller and
Jacqueline Brandwynne dated August 10, 2000.(3)                                                                                                                                     
|10.8  | Executive Loan Plan and Related Form of
Note.(4)*                                                                                                                                                                                                    
|10.9  | Form of the Option Agreement for options granted outside of the
Plans.(8)                                                                                                                                                                            
|10.10 | Securities Purchase Agreement dated as of September 9, 2004 by
and between Microvision, Inc. and Satellite Strategic Finance Associates,
LLC.(10)                                                                                                    
|10.11 | License and Development Agreement dated as of December 30, 2004
by and between Microvision, Inc. and Ethicon Endo-Surgery,
Inc.(12)+                                                                                                                 
|10.12 | Securities Purchase Agreement dated as of March 11, 2005 by and
among Microvision, Inc. and the investors listed on the Schedule of Buyers
thereto.(11)                                                                                              
|10.13 | Employment Agreement between Microvision, Inc. and Alexander Y.
Tokman dated July 18, 2005.(13)                                                                                                                                                      
|10.14 | Master Amendment Agreement dated July 25, 2005 by and among
Microvision, Inc. and the investors listed on the Schedule of Buyers
thereto.(14)                                                                                                        
|10.15 | Lease Agreement between CarrAmerica Reality Operating
Partnership, L.P. and Microvision, Inc., dated July 15,
2005.(15)                                                                                                                              
|10.16 | Securities Purchase Agreement dated as of August 8, 2005 by and
between Microvision, Inc., Satellite Strategic Finance Associates, LLC and
Satellite Strategic Finance Partners, Ltd.(16)                                                            
|10.17 | Conversion and Modification Agreement dated as of August 8, 2005
by and between Microvision, Inc. and Satellite Strategic Finance Associates,
LLC.(16)                                                                                               
|10.18 | Securities Purchase Agreement dated as of August 31, 2005 by and
between Microvision, Inc. and Omicron Master Trust.(17)                                                                                                                             
|10.19 | Securities Purchase Agreement dated as of November 30, 2005 by
and among Microvision, Inc. and the investors listed on the Schedule of Buyers
thereto.(19)                                                                                           
|10.20 | Conversion Agreement dated as of May 3, 2006 by and between
Microvision, Inc. and Satellite Strategic Finance Associates,
LLC.(20)                                                                                                                   
|10.21 | Microvision, Inc. 2006 Incentive Plan (22)                                                                                                                                                                                                           
|23.1  | Consent of Independent Registered Public Accounting Firm, as previously filed.                                                                                                                                                                       
|23.2  | Consent of Independent Registered Public Accounting Firm, filed herewith.                                                                                                                                                                            
|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 September 30, 2000, available at the SEC's Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549 under the Company's
Commission File Number, 0-21221.

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

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

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

(7) 	Incorporated by reference to the Company's Current Report on Form 8-K
filed on July 23, 2002.

(8) 	Incorporated by reference to the Company's Schedule TO filed on
November 1, 2002.

(9) 	Incorporated by reference to the Company's Form 10-QSB for the
quarterly period ended September 30, 1998, available at the SEC's Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549 under the Company's
Commission File Number, 0-21221.

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

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

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

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

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

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

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

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

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

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

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

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

(22)	Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2006.

+	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.

---



(c) Lumera financial statements

LUMERA CORPORATION
  INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Financial Statements

Balance Sheets
Statements of Operations
Statements of Changes in Mandatorily Redeemable Convertible Preferred Stock and Shareholder's Equity (Deficit)
Statements of Comprehensive Loss
Statements of Cash Flows
Notes to Financial Statements

Supplemental Schedule

Schedule II - Valuation and Qualifying Accounts and Reserves

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To Board of Directors and Shareholders of
   Lumera Corporation:

In our opinion, the financial statements listed in the accompanying index present fairly, in all material respects, the financial position
of Lumera Corporation at December 31, 2005 and 2004, and the results of its operations and its cash
flows for each of the two years in the period ended December 31, 2005 in conformity with accounting principles generally accepted in
the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index
presents fairly, in all material
respects, the information set forth therein when read in conjunction with the related financial statements.
These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of
these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.


Prior to July 28, 2004, the Company was a subsidiary of Microvision, Inc. As discussed in Note 3, the Company had extensive
transactions and relationships with that entity for each of the two years ended December 31, 2005




/s/ PRICEWATERHOUSECOOPERS LLP

Seattle, Washington
         March 16, 2006

LUMERA CORPORATION
     BALANCE SHEETS

December 31,

December 31,2005

2004AssetsCurrent AssetsCash and cash equivalents

$         4,885,000

$         3,505,000Investment securities, available-for-sale, current

16,871,000

15,460,000Accounts receivable

-

32,000Costs and estimated earnings in excess of billings onuncompleted contracts

77,000

3,000Other current assets

551,000

623,000Total current assets

22,384,000

19,623,000Investment securities, available-for-sale, long-term

-

11,216,000Property and equipment, net

1,276,000

2,047,000Other assets

46,000

-TOTAL ASSETS

$       23,706,000

$       32,886,000LIABILITIES AND SHAREHOLDERS' EQUITYCURRENT LIABILITESAccounts payable

$            493,000

$            416,000Current portion of research liability

-

101,000Accrued liabilities

1,059,000

976,000Total current liabilities

1,552,000

1,493,000Total liabilities

1,552,000

1,493,000COMMITMENTS AND CONTINGENCIES (Note 10)

-

-SHAREHOLDERS' EQUITYCommon stock, $0.001 par value, 120,000,000 shares authorized;16,748,116 shares issued and outstanding at December  31, 2005,and 16,546,430 shares issued and outstanding at December  31, 2004

17,000

16,000Additional Paid-in Capital

71,070,000

70,435,000Deferred stock-based compensation

(215,000)

(666,000)Accumulated other comprehensive loss

(18,000)

(145,000)Accumulated deficit

(48,700,000)

(38,247,000)Total shareholders' equity

22,154,000

31,393,000TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

$       23,706,000

$       32,886,000The accompanying notes are an integral part of these financial statements.

LUMERA CORPORATION
     STATEMENTS OF OPERATIONS

Year ended December 31,2005

2004Revenue


$           1,509,000

$              989,000Cost of revenue


922,000

651,000GROSS PROFIT


587,000

338,000Research and development expense


6,540,000

4,561,000Marketing, general and administrative expense


5,155,000

4,588,000Total operating expenses


11,695,000

9,149,000Loss from operations


(11,108,000)

(8,811,000)Interest income


655,000

237,000Interest expense


-

(349,000)Net loss


(10,453,000)

(8,923,000)Deemed dividend upon issuance of mandatorilyredeemable convertible preferred stock


-

(500,000)NET LOSS AVAILABLE TO COMMON SHAREHOLDERS


$        (10,453,000)

$         (9,423,000)NET LOSS PER SHARE-BASIC AND DILUTED


$                   (0.63)

$                  (0.89)WEIGHTED-AVERAGE SHARES OUTSTANDING -BASIC AND DILUTED


16,607,653

10,613,606The accompanying notes are an integral part of these financial statements.

LUMERA CORPORATION
 STATEMENTS OF CHANGES IN MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED STOCK AND  SHAREHOLDERS' EQUITY (DEFICIT)

        **Mandatorily**
                **Redeemable**
                **Convertible
                  Preferred Stock**
              
              **Common
                  Stock**
              
              **Paid-in
                  Capital**
              
              **Common
                  Stock - A**
              
              **Common
                  Stock - B**
              
              **Deferred**
                **Stock
                  Compensation**
              
              **Accumulated
                  Other Comprehensive Income**
              
              **Accumulated
                  Deficit**
              
              **Total
                  Shareholders' Equity (Deficit)****Activity**
              
              **Shares**
              ****
              **$**
              ****
              **Shares**
              ****
              **$**
              ****
              **$**
              ****
              **Shares**
              ****
              **$**
              ****
              **Shares**
              ****
              **$**
              ****
              **$**
              ****
              **$**
              ****
              **$**
              ****
              **$****Balance at December 31, 2003**
              
              
              **3,735,000**
              
              
              **27,206,000**
              
              
              
              
              
              
              
              
              
              
              
              **802,414**
              
              
              **3,361,000**
              
              
              **5,370,000**
              
              
              **105,000**
              
              
              **(31,000**
              **)**
              
              **—**
              
              
              **(29,324,000**
              **)**
              
              **(25,889,000**
              **)**Issuance
                  of mandatorily redeemable convertible preferred stock
                  and related beneficial conversion feature
              
              
              250,000
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              500,000
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              500,000Deemed
                  dividend related to beneficial conversion feature
              
              
              
              
              
              500,000
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (500,000
              )
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (500,000
              )Issuance
                  of Common Stock, net of offering costs of $1,995,000
              
              
              
              
              
              
              
              
              6,000,000
              
              $
              6,000
              
              $
              36,730,000
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              36,736,000Conversion
                  of mandatorily redeemable convertible preferred  stock
                  and Common B to Common Stock
              
              
              (3,985,000
              )
              
              (27,706,000
              )
              
              10,484,745
              
              
              10,000
              
              
              31,162,000
              
              
              (802,414
              )
              
              (3,361,000
              )
              
              (5,370,000
              )
              
              (105,000
              )
              
              
              
              
              
              
              
              
              
              
              27,706,000Deferred
                  Compensation related to options issued
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              2,032,000
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (2,032,000
              )
              
              
              
              
              
              
              
              —Issuance
                  of options for services
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              571,000
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              571,000Deemed
                  dividend to Microvision related to options issued  to
                  Microvision employee
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (272,000
              )
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (272,000
              )Value
                  of warrants issued in connction with convertible notes
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              301,000
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              301,000Reversal
                  of deferred compensation expense for cancelled options
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (112,000
              )
              
              
              
              
              
              
              
              
              
              
              
              
              
              112,000
              
              
              
              
              
              
              
              
              0Exercise
                  of Warrants
              
              
              
              
              
              
              
              
              38,935
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              —Exercises
                  of options
              
              
              
              
              
              
              
              
              22,750
              
              
              
              
              
              23,000
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              23,000Amortization
                  of deferred compensation
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              1,285,000
              
              
              
              
              
              
              
              
              1,285,000Other
                  comprehensive income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              —
              
              
              
              
              
              
              
              
              
              
              
              (145,000
              )
              
              
              
              
              (145,000
              )Net
                  Loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (8,923,000
              )
              
              (8,923,000
              )**Balance at December 31, 2004**
              
              
              **—**
              
              
              **—**
              
              
              **16,546,430**
              
              
              **16,000**
              
              
              **70,435,000**
              
              
              **—**
              
              
              **—**
              
              
              **—**
              
              
              **—**
              
              
              **(666,000**
              **)**
              
              **(145,000**
              **)**
              
              **(38,247,000**
              **)**
              
              **31,393,000**Issuance
                  of options for services
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              236,000
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              236,000Reversal
                  of deferred compensation expense for cancelled options
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (37,000
              )
              
              
              
              
              
              
              
              
              
              
              
              
              
              37,000
              
              
              
              
              
              
              
              
              0Exercises
                  of options
              
              
              
              
              
              
              
              
              201,686
              
              
              1,000
              
              
              436,000
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              437,000Amortization
                  of deferred compensation
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              414,000
              
              
              
              
              
              
              
              
              414,000Other
                  comprehensive income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              —
              
              
              
              
              
              
              
              
              
              
              
              127,000
              
              
              
              
              
              127,000Net
                  Loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (10,453,000
              )
              
              (10,453,000
              )**Balance
                  at December 31, 2005**
              
              
              **—**
              
              **$**
              **—**
              
              
              **16,748,116**
              
              **$**
              **17,000**
              
              **$**
              **71,070,000**
              
              
              **—**
              
              **$**
              **—**
              
              
              **—**
              
              **$**
              **—**
              
              **$**
              **(215,000**
              **)**
              **$**
              **(18,000**
              **)**
              **$**
              **(48,700,000**
              **)**
              **$**
              **22,154,000**The accompanying notes are an integral part of these financial statements.

LUMERA CORPORATION
 STATEMENTS OF COMPREHENSIVE LOSS

Year ended December 31,2005

2004Net loss

$         (10,453,000)

$           (8,923,000)Other comprehensive income (loss) -Unrealized gain (loss) on investmentsecurities, available-for-sale:Unrealized holding gains (losses)arising during period

127,000

(145,000)Net unrealized gain (loss)

127,000

(145,000)Comprehensive loss

$         (10,326,000)

$           (9,068,000)The accompanying notes are an integral part of these financial statements.

LUMERA CORPORATION
 STATEMENTS OF CASH FLOWS

Year ended December 31,2005

2004Cash flows from operating activitiesNet loss

$   (10,453,000)

$      (8,923,000)Adjustments to reconcile net loss tonet cash used in operationsDepreciation

1,297,000

1,198,000Noncash expenses related to issuance of stock,options and amortization of deferred compensation

469,000

1,985,000Amortization on investments

254,000Interest on Notes Payable

-

301,000Change inAccounts receivable

32,000

119,000Costs and estimated earnings in excess of billingson uncompleted contracts

(74,000)

163,000Other current assets

72,000

(568,000)Other assets

(46,000)

100,000Accounts payable

77,000

29,000Payable to related party

-

(42,000)Accrued liabilities

264,000

142,000Research liability

(101,000)

(1,847,000)Net cash used in operating activities

(8,209,000)

(7,343,000)Cash flows from investing activitiesPurchases of investment securities

(16,122,000)

(29,821,000)Maturities of investment securities

25,800,000

3,000,000Purchases of property and equipment

(526,000)

(378,000)Net cash provided by (used in) investing activities

9,152,000

(27,199,000)Cash flows from financing activities:Proceeds from issuance of convertible notes

-

2,300,000Principal payments on convertible notes

-

(2,300,000)Net proceeds from issuance of common stock

-

36,964,000Net proceeds from the exercise of stock options

437,000

23,000Redeemable convertible preferred stock

-

500,000Net cash provided by financing activities

437,000

37,487,000Net increase in cash and cash equivalents

1,380,000

2,945,000Cash and cash equivalents at beginning of period

3,505,000

560,000Cash and cash equivalents at end of period

$       4,885,000

$        3,505,000Value assigned to warrants issued in connection with convertible note

$                      -

$           301,000Unrealized gain (loss) in investment securities, available-for-sale

$          127,000

$         (145,000)Accrued offering costs included in accounts payable

$                      -

$           228,000Accrued liability for non-cash stock compensation

$            84,000

$           266,000Interest Paid

$                      -

$             44,000Deemed dividend upon issuance of options to Microvision Employee

$                      -

$           272,000The accompanying notes are an integral part of these financial statements.

LUMERA CORPORATION
 NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Lumera Corporation (the "Company" or "Lumera") was incorporated in Washington State in early 2000 and reincorporated in
Delaware in 2004, and was established to develop, manufacture and market devices using proprietary polymer materials. Until
December 31, 2003, we were considered to be in the development stage. In early 2004, we commercialized the devices for potential
wireless networking and optical networking applications and had largely completed financial planning, establishing sources of supply,
acquiring plant and equipment and recruiting personnel. Therefore, we were considered to have exited the development stage in 2004.
On July 28, 2004 when we completed its initial public offering ("IPO") of 6.0 million shares of common stock at an offering price of $6.95
per share, raising proceeds of $38.7 million before expenses. We were a majority owned subsidiary of Microvision, Inc. ("Microvision")
until our IPO (see Note 3).
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the
United States of America.
Use of Estimates - The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. We have
identified revenue recognition and accounting for research payments under the University of Washington agreements as areas where
significant estimates and assumptions have been made in preparing the financial statements. We also evaluate the requirement for
allowances for uncollectible receivables, and the valuation allowances for deferred income tax assets.
Cash and Cash Equivalents - We consider all highly liquid investment securities with remaining maturities, at the
date of purchase, of three months or less to be cash equivalents. Management determines the appropriate classification of investment
securities at the time of purchase and evaluates such designation as of each balance sheet date. We have classified its entire
investment portfolio as available-for-sale. Available-for-sale securities are stated at fair value with unrealized gains and losses included
in shareholders equity as a component of other comprehensive income (loss), unless the loss is deemed to be other-than-temporary, in
which case it is recognized immediately as an expense. We estimate the fair value of our investment securities using readily available
market information. Dividend and interest income are recognized when earned. Realized gains and losses are included in interest
income or expense. The cost of securities is based on the specific identification method.
Concentration of Credit Risk - Financial instruments that potentially subject us to concentrations of
credit risk are primarily cash and cash equivalents and investments. We have a cash investment policy that generally restricts
investments to ensure preservation of principal and maintenance of liquidity. We typically do not require collateral from our customers.
We make a provision for doubtful accounts when required. To date, we have not experienced any bad debts.
Revenue Recognition - Revenue has primarily been generated from research and development cost
reimbursement contracts for the United States government. Revenue on such contracts is recorded using the percentage-of-completion
method measured on a cost-incurred basis. Changes in contract performance, contract conditions, and estimated profitability, including
those arising from contract penalty provisions and final contract settlements, may result in revisions to costs and revenues and are
recognized in the period in which the revisions are determined. Profit incentives are included in revenue when realization is
assured.
Losses, if any, are recognized in full as soon as identified. Losses occur when the estimated direct and indirect costs to complete
the contract exceed the unrecognized revenue on the contract. We evaluate the reserve for contract losses on a contract-by-contract
basis. No losses have been incurred on any contracts to date.

The following table summarizes our contract revenue activity from our inception through December 31, 2005:

Wideband polymermodulator

Polymer-based linearmodulator

Electro-optic organicpolymer

Polymer-basedmilimeter wavedetection

OtherAward
Revenue

Award
Revenue

Award
Revenue

Award
Revenue

Award
Revenue2001
$       1,623,000
$   821,0002002
1,031,000
885,000




$149,000
$   61,0002003
950,000
1,118,000

$  497,000
$  95,000

400,000
488,000




$   24,000
$   24,0002004
1,114,000
780,000


192,0002005
1,000,000
1,161,000

-
210,000

-
-

$ 411,000
$   41,000

21,000
21,000$       5,718,000
$4,765,000

$  497,000
$497,000

$549,000
$ 549,000

$ 411,000
$   41,000

$   45,000
$   45,000All of our current and prior contracts with the government have been or are cost plus fixed fee type contracts. Under the terms of a
cost plus fixed fee contract, the United States government pays us for actual direct and indirect costs incurred in performing the
contracted services. We are under no obligation to spend more than the contract value to complete the contracted services. In addition,
completion of the contracted services is generally on a best efforts basis. If the services are not completed, the government has the
option to negotiate a follow-on contract to complete the services or to not pursue the services further with us. Contract deliveries consist
of monthly financial reports, periodic technical reports and any devices if they have been successfully fabricated. There are no
contractual provisions for repayments of any amounts disbursed to date under these contracts. The United States government
accounted for 95% of revenues in 2005 and 99% of revenues in 2004. Certain contracts awarded in one period may be partly
performed in the next period.
Cost and estimated earnings in excess of billings on uncompleted contracts comprises amounts of revenue recognized on
contracts that we have not yet billed to a customer because the amounts were not contractually billable at the balance sheet date. We
were contractually able to bill 89% and 100% of the balance at December 31, 2005 and 2004, respectively, within 30 days of the
respective year end.
Property and Equipment - Property and equipment is stated at cost. Depreciation is computed over
the estimated useful lives of the assets (two to five years) using the straight-line method. Leasehold improvements are depreciated over
the shorter of estimated useful lives or the initial lease term.

A summary of property and equipment at December 31 follows:

2005

2004Computer equipment
$644,000

$491,000Furniture and office equipment
20,000

20,000Lab equipment
3,513,000

3,244,000Leasehold improvements
2,831,000

2,727,000$7,008,000

$6,482,000Less: Accumulated depreciation
(5,732,000)

(4,435,000)$1,276,000

$2,047,000Depreciation expense was $1,297,000 and $1,198,000 for 2005 and 2004, respectively.
Valuation of Long-Lived Assets - We review the carrying value of long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Measurement of
the impairment loss is based on the fair value of the asset, or group of assets. Generally, fair value will be determined using valuation
techniques such as present value of expected future cash flows.
Research and Development - Research and development costs are expensed as incurred. As described in Note
10, we issued shares of common stock in connection with a research agreement. The value of these shares is amortized over the
period of the research agreement.
Fair Value of Financial Instruments - Our financial instruments include cash and cash equivalents,
investment securities, accounts receivable, accounts payable, and accrued liabilities. The carrying amounts of financial instruments
approximate fair value due to their short maturities.
Income Taxes - We have filed a separate tax return since inception. We follow the liability method of
accounting for income taxes. This liability method requires recognition of deferred tax assets and liabilities for the expected future tax
consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Valuation allowances
are established when necessary to reduce deferred tax assets to the amount expected to be realized.
Stock Based Compensation - We have a stock-based employee compensation plan, which is described further in
Note 7. We account for stock-based employee compensation arrangements on the intrinsic value method in accordance with the
provisions of Accounting Principles Board Opinion ("APB") No. 25, Accounting for Stock Issued to Employees and related
amendments and interpretations. We comply with the disclosure provisions of Statement of Financial Accounting Standards (SFAS) No.
123, Accounting for Stock-Based Compensation, which requires fair value recognition for employee stock-based compensation.
We account for equity instruments issued to non-employees in accordance with the provisions of SFAS No. 123 and Emerging Issues
Task Force ("EITF") Issue No. 96-18.
Total non-cash stock option expense related to employee and director awards was $384,000 and $1,285,000 for the years ended
December 31, 2005, and 2004. Had compensation cost for employee options been determined using the fair values at the grant dates,
consistent with the methodology prescribed under SFAS No. 123, our net loss available to common shareholders and associated net
loss per share would have increased to the pro forma amounts indicated below:

For the year ended December 31,2005

2004Net loss available to common shareholders, as reported
$       (10,453,000)

$              (9,423,000)Deduct: Stock-based employee compensation expense included in net loss available to common
shareholders, as reported
$              384,000

$               1,285,000Add: Total stock-based employee compensation expense determined under fair value-based method for all awards
$         (2,141,541)

$              (2,009,000)Net loss available to common shareholders,
pro forma
$       (12,210,541)

$            (10,147,000)Net loss per share, as reported (basic and diluted)
$                  (0.63)

$                       (0.89)Net loss per share, pro forma (basic and diluted)
$                  (0.74)

$                       (0.96)See Note 7 for the assumptions used in calculating the fair values of employee options.
Net Loss per Share - Basic net loss per share is calculated on the basis of the weighted-average number of
common shares outstanding during the periods. Net loss per share assuming dilution is calculated on the basis of the weighted-average
number of common shares outstanding and the dilutive effect of all potentially dilutive securities, including common stock equivalents
and convertible securities.
Basic and diluted net loss per share is the same because all potentially dilutive securities outstanding are anti-dilutive. Potentially
dilutive securities not included in the calculation of diluted earnings per share include options and warrants to purchase common stock
for all periods presented, and Series A and Series B convertible preferred stock and periods prior to the IPO in 2004. Total common
stock options and common stock warrants not included in the calculation of diluted earnings per share were 3,160,502 for 2005 and
2,664,176 for 2004 .
Recent Accounting Pronouncements - Beginning in January 2006 we will be recording expenses associated with
share-based awards under the provisions of SFAS(123)R using the modified prospective method. Under this method, we will record not
only the fair value associated with new share-based awards as compensation expense, but also the remaining fair value associated
with previous awards which were unvested at the end of 2005. As of December 31, 2005 the fair value associated with unvested stock
option grants given to employees in periods before 2006 was approximately $1,696,000 which will be expensed through 2009. We
expect that the adoption of FAS123(R) on January 1, 2006 will impact 2006 earnings in the range of $2.5 million to $3.5 million.

2. INVESTMENT SECURITIES-AVAILABLE-FOR-SALE
Investment securities, which had maturities of less than one year, totaled $16,871,000 at December 31, 2005. Investment
securities at December 31, 2004 with maturities of less than one year totaled $15,460,000 and maturities of greater than one year
totaled $11,216,000. We estimate the fair value of our investment securities using readily available market information. All investment
securities have been classified as available-for-sale and are carried at estimated fair value with unrealized gains and losses included as
a component of accumulated other comprehensive income in stockholders' equity. We had an unrealized gain on investment securities
of $127,000 for the year ending December 31, 2005 and an unrealized loss on investment securities of $145,000 for the year ending
December 31, 2004. We have concluded that these unrealized investment gains and losses are temporary due to our ability to hold
these investments to maturity.
We had no net realized gains (losses) on investment securities for the year ending December 31, 2005 and 2004.

3. RELATED PARTY TRANSACTIONS
Since inception until July 2004 we were a majority owned subsidiary of Microvision, Inc. The following table describes
Microvision's ownership of Lumera at December 31 of each year:

2005

2004Common Stock

27.60%

32.84%Class B common stock

-

-Series A convertible preferred stock

-

-Series B convertible preferred stock

-

-In July 2004, all outstanding shares of the our Series A convertible preferred stock, Series B convertible preferred stock and Class
B common stock were automatically converted to common stock upon completion of our IPO in July 2004. Prior to the IPO, Microvision
owned approximately 52% of our outstanding common stock on an as if converted basis. In January 2006 Microvision sold 2.55 million
of its shares, or approximately 16% of our outstanding shares; most of Microvision's remaining Lumera shares, which total
approximately 12% of our outstanding shares as of March 1, 2006, are pledged as collateral under agreements which remain in effect
until March 2007. Richard F. Rutkowski, until January 2006 the Chief Executive Officer of Microvision, was a current member of
Microvision's board of directors and also a director of Lumera.
In February 2004, we agreed to pay Mr. Rutkowski a $5,000 monthly retainer to supplement our management team during our
public offering. During this retainer period, which ended in July 2004, Mr. Rutkowski also performed his role as Chief Executive Officer
of Microvision. We also paid Mr. Rutkowski a one-time fee of $100,000 upon the successful completion of our convertible note
financing in April 2004. We recognized $130,000 of administrative expense related to these fees in 2004. In addition, we paid Mr.
Rutkowski a one-time fee of $100,000 upon the participation in and successful completion of our initial public offering, which was
treated as a cost of raising capital. The boards of both Microvision and Lumera approved paying Mr. Rutkowski these fees.
During 2004, we were allocated lease and utilities costs from Microvision under a month-to-month lease. In addition, we were
charged a $5,000 per month fee to reimburse Microvision for certain other indirect charges.
In 2004, we entered into a sublease agreement with Microvision for its corporate facilities at a base rate of approximately $25,000
per month, plus common area charges, which is effective through April 6, 2006.

The following are a summary of charges we paid to Microvision for each year ended December 31:

2005

2004Rent
$   323,000

$   320,000Allocated  Services
89,000

57,000Fees
-

60,000Total
$   412,000

$   437,0004. ACCRUED LIABILITIES
Accrued liabilities consist of the following at December 31:

2005

2004Employee and benefit-related liabilities
$          372,000

$        363,000Compensated absences
94,000

81,000Professional fees
384,000

493,000License and royalty fees
175,000

-Other
34,000

39,000$       1,059,000

$        976,0005. INCOME TAXES
No provision for income taxes has been recorded for any periods presented since we have incurred net losses from the date of
our inception.
At December 31, 2005, we had $44.1 million of federal net operating loss carry forwards, which may be used to offset future
taxable income. These carry forwards expire beginning in 2018 through 2024. The Internal Revenue Code places certain limitations on
the annual amount of net operating loss carry forwards that can be utilized if certain changes in our ownership occur.
At December 31, 2005 we had $1,055,000 of research and experimentation credits carry forwards which begin to expire in 2019
through 2024.

Deferred taxes consist of the following at December 31:

2005

2004Deferred income tax assetsNet operating loss carryforwards


$        14,997,000

$       11,673,000R&D credit carryforwards


1,055,000

868,000Other


1,412,000

1,194,000Gross deferred tax assets


17,464,000

13,735,000Less:  valuation allowance


(17,464,000)

(13,735,000)Net deferred tax asset


$                       -

$                      -We recorded a valuation allowance for the full amount of its deferred tax assets at December 31, 2005
and 2004, as we believe it is more likely than not that the deferred tax assets will not be realized.
The valuation allowance and the research and experimentation credits account for substantially all of the difference between our
effective income tax rate and the Federal statutory rate of 34%.

6. SHAREHOLDERS' EQUITY
At December 31, 2005, our authorized capital consisted of 120 million shares of Common Stock, of which 1,299,956 shares
are reserved for options granted under our 2000 Stock Option Plan and 2,500,000 shares are reserved for outstanding and future
option grants under our 2004 Equity Incentive Plan. We also have 30,000,000 shares of authorized undesignated preferred stock, none
of which have been issued.
In July 2004 we completed our initial public offering (the "IPO"), issuing 6 million shares of common stock at $6.95 per share. Upon
completion of the IPO all outstanding shares of our Common A and B and Preferred A and B shares were automatically converted to
common shares. At December 31, 2005 there were 16,748,116 shares of common stock outstanding.
Common Stock - In March 2000, we issued 4,700,000 shares of its Class B common stock to
Microvision, Inc. and 670,000 shares of its Class B common stock to certain Microvision directors, executives, and other individuals
("individuals"). The shares issued to Microvision were valued at $94,000 and the proceeds were offset against the outstanding loan
balance due. The shares issued to the individuals were valued at $12,000 and were issued subject to subscription loans, for which cash
was received in November 2000.
In January 2001, we issued 802,414 shares of Class A common stock valued at $3,009,000 in connection with the research
agreement described in Note 10.
Upon our initial public offering in July 2004 all shares of common A and B were automatically converted to Common Stock on a
one-for-one basis.
Convertible Preferred Stock - In March 2004, we raised $500,000 from the sale of 250,000 shares of Series B
convertible preferred stock to private investors issued in March 2004. The $2 per share conversion price of the Series B convertible
preferred stock issued was less than the fair value of the Class A common stock on the issuance date. As a result, we recorded a
$500,000 beneficial conversion feature upon issuance of the preferred stock. This amount was immediately recorded as a deemed
dividend to preferred shareholders because the Series B convertible preferred stock had no stated term and was immediately
convertible into Class A common stock.
Upon our initial public offering in July 2004 all shares of convertible preferred stock were automatically converted to Common
Stock. Each Series A Preferred share was converted into 1.14 shares of common stock in accordance with anti-dilution provisions
enacted upon the sale of the Preferred B shares resulting in 2,727,291 shares of common stock issued in exchange for 2,400,000
Series A Preferred shares. Each share of Series B Preferred was exchanged for common shares on a one-for-one basis, resulting in
the issuance of 1,585,025 shares of common stock issued in exchange for the Series B Preferred shares.
Dividends - No dividends on convertible preferred stock or common stock have been declared from
inception through December 31, 2005.
Arizona Microsystems, L.L.C. warrants exercised - In October 2002, we issued a warrant to purchase 164,000
shares of Class A common stock at an exercise price of $3.65 per share to Arizona Microsystems, L.L.C. for use of certain technology.
These warrants were exercised in a cashless transaction for 38,935 shares of common stock in July 2004.

7.STOCK OPTIONS
Stock Option Plans 	In 2000, we adopted the 2000 Stock Option Plan (the "2000 Plan"). The 2000 Plan
provided for the granting of stock options to our employees, consultants and non-employee directors. We reserved 3,000,000 shares of
Class A Common Stock for issuance pursuant to the 2000 Plan. Following the adoption of the 2004 Equity Incentive Plan in July 2004,
no more options will be issued under the 2000 Stock Option Plan. Grants, net of shares exercised and forfeited, under our 2000 Stock
Option Plan totaled 1,299,956 shares at December 31, 2005.
In July 2004, we adopted the 2004 Equity Incentive Plan (the "2004 Plan"). Awards under the Plan, can be a combination of stock
options, stock appreciation rights , restricted stock, unrestricted stock, stock units (including restricted stock units), performance
awards, cash awards and other awards not described that are convertible into or otherwise based on the our stock. To date, only stock
option awards have been granted under the Plan.
The 2004 Plan established an initial option pool of 2,000,000 shares plus an annual increase beginning in 2005, equal to the least
of (i) 2,000,000 shares, (ii) 13.4% of the number of shares of Stock outstanding as of our immediately preceding fiscal year, or (iii) such
lesser amount, if any, as the Board may determine. Our Board of Directors elected to limit the increase in the option share pool by
500,000 shares in both 2005 and 2006, bringing the shares in the pool to a total of 3,000,000.
Options under both the 2000 plan and the 2004 Plan may be granted for periods up to 10 years. Options granted under either plan
may be either Incentive Stock Options ("ISO"'s) or non-qualified stock options. The exercise price of an ISO cannot be less than 100%
of the estimated fair value of the common stock at the date of grant. To date, options granted to employees generally vest over four
years.

The following table presents activity under the Plan:

Weighted-

Weighted-Average

AverageExercise

Grant DateActivity


Shares

Price

Fair ValueOutstanding at December 31, 2003


905,180

$         6.47GrantedExercise price greater than fair value


5,000

$         2.00

$         0.65Exercise price at fair value


257,550

$         6.12

$         4.16Exercise price less than fair value


709,900

$         2.19

$         3.99Forfeited


(76,250)

$         4.01Exercised


(22,750)

$         1.01Outstanding at December 31, 2004


1,778,630

$         4.88GrantedExercise price greater than fair valueExercise price at fair value


733,950

$         5.05

$         3.56Exercise price less than fair valueForfeited


(35,938)

$         5.95Exercised


(201,686)

$         2.16Outstanding at December 31, 2005


2,274,956

$         5.16Options Exerciseable at:December 31, 2004


1,105,033

$         5.42December 31, 2005


1,345,071

$         5.56The following table presents outstanding and exercisable stock options at December 31, 2005:

Options Outstanding

Options ExercisableWeightedAverage

Weighted



WeightedRemaining

Average



AverageExercise



Contractual

Exercise



ExercisePrice

Shares

Life (Years)

Price

Shares

Price$0.50 - $2.50

680,551

7.50

$          1.91

512,973

$         1.88$3.65 - $5.49

872,700

8.55

$          4.82

195,662

$         4.60$5.50 - $10.00

721,705

6.19

$          8.62

636,436

$         8.822,274,956

7.49

$          5.15

1,345,071

$         5.56Non-Employee Options - Included in the option disclosures above are options granted to certain non-employees
under our plan, as follows:
In August 2003, we issued options to purchase an aggregate of 164,000 shares of its Class A common stock to two consultants in
connection with entering into certain consulting agreements. In April 2004, 61,500 of these shares were forfeited upon termination of
one of the consulting agreements. The options have an exercise price of $3.65 per share and a 10-year life. In aggregate, 41,000 of the
options were vested on the grant date. The remaining 61,500 shares vest one-third on each subsequent annual anniversary of the grant
date and are subject to re-measurement at each balance sheet date during the vesting period. The aggregate value of the outstanding
options was estimated at $415,000 at December 31, 2004 and at $299,000 at December 31, 2005. The fair value of these options, net
of forfeited options was recognized as compensation expense over the two-year period of service, which ended in August 2005. Total
non-cash compensation expense related to these options was $4,000, and $287,000 for the year ended December 31, 2005, and 2004
respectively. The fair values of the options were estimated at the grant date and December 31, 2005 and 2004, using the Black-Scholes
option pricing model with the following weighted-average assumptions: dividend yield of 0%; expected volatility of 100%; risk-free
interest rates of 4.3%, 4.62%, and 4.4%; and expected lives of 10 years, for each of the measurement dates, respectively.
In March 2004, we granted options under the 2000 Plan to purchase 65,000 shares of Class A common stock to a Microvision
employee. These options have been accounted for as a dividend to Microvision and recorded at their fair value of $272,000, in
accordance with the guidance in EITF Issue No. 00-23 Issue 21, Options Granted to Employees of Entities under Common Control.
Options issued at below market price - In March 2004 we granted options under the 2000 Plan to its CEO and
each of our Directors to purchase an aggregate of 410,000 shares of common stock at a price below the then current market value. Our
Directors were each awarded options to purchase 65,500 shares, of which 30,000 shares vested on the date of grant with 5,000 shares
vesting quarterly thereafter until fully vested, have an exercise price of $2 per share and a 10-year life. Our CEO was awarded an
option to purchase 150,000 shares, of which 50,000 vested September 1, 2004 and 50,000 annually thereafter until fully vested, with an
exercise price of $2 per share and a 10-year life. The aggregate value of these options was estimated to be $1,230,000 and is being
recognized as compensation expense over the vesting periods. We recognized $169,000 and $922,000 of compensation expense
associated with these option grants during the years ended December 31, 2005 and 2004, respectively, net of forfeited options.. As of
December 31, 2005, $40,000 of deferred compensation remained to be amortized on these option grants.
In April 2004 we granted options under the 2000 Plan to its employees to purchase an aggregate of 156,650 shares of common
stock at a price below the then current market value. The options have an exercise price of $2.00 per share and a 10-year life. One
quarter of the options vested on July 1, 2004 with the remaining options vesting annually over the subsequent three years until fully
vested. In July 2004, we issued options under the 2000 Plan to its employees to purchase an aggregate of 78,250 shares of common
stock at a price below the then current market value. The options have a weighted average exercise price of $3.76 per share and a
10-year life. The aggregate value of these option grants was estimated at $801,000 and is being recognized as compensation expense
over the vesting period. We recognized compensation expense associated with these option grants of $215,000 and $360,000, net of
forfeited options, for the years ended December 31, 2005 and 2004, respectively. As of December 31, 2005, $162,000 of deferred
compensation remained to be amortized.

A summary of stock compensation expense for each period is as follows:

For the twelve months endedDecember 31,2005

2004Employees

$             343,000

$             644,000Directors

41,000

641,000Third Party

85,000

608,000$             469,000

$          1,893,000Component of:Research and development

$               95,000

$             573,000Marketing, general and administrative

374,000

1,320,000$             469,000

$          1,893,000Fair Value Disclosure - The fair values of the options granted to employees were estimated on the
date of each grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants in
2005, 2004 and 2003, respectively:

December 31,2005
2004Risk Free Interest Rate
4.05%
3.2%Expected Life (in years)
5.6
5.2Dividend Yield
0.0%
0.0%Volatility
83.0%
83.0%8. WARRANTS
In October 2002, we issued a warrant to purchase 164,000 shares of Class A common stock at an exercise price of $3.65 per
share to Arizona Microsystems, L.L.C. for use of certain technology. These warrants were exercised in a cashless transaction for
38,935 common shares in July 2004.
In April 2004 we issued warrants to purchasers of its convertible promissory notes for an aggregate of 115,000 shares of Common
Stock at and exercise price of $7.20 per share. The value of the warrants granted, which are exercisable through April 21, 2009, was
estimated to be approximately $344,000 using the Black Scholes option pricing model. The relative fair value of the warrants of
$301,000 was treated as a debt issuance cost and amortized to interest expense over the one-year term of the debt.
In July 2004 we issued warrants to its Underwriters in connection with our initial public offering to purchase a total of 600,000
shares of our common stock at a purchase price of $8.34, or 120% of the price of the shares upon completion of our IPO. The warrants
are exercisable through July 28, 2009. These warrants were treated as a cost of raising capital.
Microvision holds a warrant to purchase a total of 170,546 shares of Common Stock at an exercise price of $8.80 per share. The
warrant, which was originally issued in 2001 for 150,000 Series A Preferred shares in lieu of interest payments due on a convertible
note, and was exercisable at $10.00 per share, carried anti-dilution rights which, upon completion of our IPO, triggered an automatic
adjustment to the number of shares and exercise price. The warrant, all of which was outstanding at December 31, 2005, expires in
March 2011 and was valued by the amount of the interest forgiven or $719,000, as this was considered to be more readily determinable
than the fair value of the warrant.
9.CONVERTIBLE NOTES PAYABLE
In April 2004, we received cash proceeds from the issuance of convertible promissory notes in the aggregate principal
amount of $2.3 million. The notes accrued interest at a rate of 6.5% per annum and were payable on demand at the earlier of March 31,
2005 or upon the closing of an underwritten public offering of our common stock. The principal amount and any accrued but unpaid
interest in respect of each note was convertible, at the option of the holder, into shares of our Class A common stock. The conversion
price of the Notes was stated as the lesser of $6.00 per share of common stock or the price per share offered to the public in any
underwritten IPO of our common stock.
In connection with the sale of these convertible notes, we also issued warrants to purchase an aggregate of 115,000 shares of
common stock at a price of $7.20 per share. The warrants expire in April 2009. The value of the warrants granted was estimated to be
approximately $344,000 at the date of grant using the Black-Scholes option pricing model. We allocated the proceeds to the convertible
note and warrant based on their relative fair value. The relative fair value of the warrants of $301,000 was treated as a debt issuance
cost and was amortized to interest expense over the one-year term of the debt.
Upon completion of our IPO in July 2004 the notes became due and payable. All of the note holders elected to receive cash
payments, which resulted in principal and interest payments totaling $2,344,000 in August 2004. The unamortized debt issuance costs
were recognized immediately as interest expense at that time. During 2004, we recognized a total of $345,000 of interest expense
associated with the Notes.

10. COMMITMENTS AND CONTINGENCIES
Agreements with the University of Washington - In October 2000, we entered into a license
agreement (the "License Agreement") and a research agreement (the "Sponsored Research Agreement" or the "SRA") with the
University of Washington (the "UW"). The License Agreement grants us rights to certain intellectual property including technology being
developed under the sponsored Research Agreement whereby hawse have a royalty-bearing license to make, sell or sublicense the
licensed technology. Under the terms of the License Agreement, we issued 802,414 shares of our Class A common stock to the UW.
The shares, although initially subject to a vesting schedule tied to performance under the Sponsored Research Agreement, were vested
in full by mutual agreement between the UW and Lumera on January 8, 2001. The shares issued were valued by management at
$3,009,000, based on a value of $3.75 per share on the date of issuance. We considered a number of factors, including an independent
valuation, projected cash flows from our technology and expected future products, general market conditions and the risks inherent in
achieving our business plan in determining the fair value of the common shares issued. The value of the shares issued was recorded
as prepaid stock-based research expense and was fully amortized to expense as of March 31, 2004.
Under the terms of the License Agreement, we are also required to pay certain costs related to filing and processing of patents and
copyrights related to the agreements. Additionally, we are required to pay certain ongoing royalty payments at a minimum of $75,000
per annum. We have not made any royalty payments to date in excess of these minimums. These payments have been expensed as
incurred.
As part of the Sponsored Research Agreement, we agreed to pay an aggregate of $9,000,000 in quarterly payments over three
years for research services. The first payment was made on February 26, 2001. We expensed the total expected payments on a
straight-line basis because there was no more readily determinable pattern of the performance of the research services under the
agreement.
In February 2002, Lumera and the UW amended the Sponsored Research Agreement to extend quarterly payments and
performance through 2005. In March 2003, we entered into a second amendment to the SRA, which deferred certain 2003 payments
until 2004. In November 2003, we entered into a third amendment to the SRA. Under the terms of the third amendment, our payment
obligation to the UW was reduced to $125,000 per quarter from October 1, 2003 to September 30, 2004, and $300,000 for the quarter
ending December 31, 2004. The amendment required us to make its unpaid payments of $2,000,000 by May 2005. In April 2004, we
entered into a fourth amendment to the SRA that required payments of $125,000 for the quarters ending March 31, 2004 and
September 30, 2004 and eliminated a contingent payment of $2,000,000 that had been due in April 2004. For each of the quarters
ending September 30, 2004 and December 31, 2004, we were required to pay $250,000. Total payments under the Amended
Sponsored Research Agreement, which terminated in June 2005, were $5,750,000 instead of the $9,000,000 under the terms of the
original agreement.
Subsequent to each amendment noted above, we prospectively adjusted the amortization of the research payments to account for
the extended period over which the payments would be made and services provided. As a result of these adjustments, we had
cumulatively recognized expenses in excess of payments made of $1,948,000 at December 31, 2003. As a result of the fourth
amendment and the elimination of the contingent $2 million payment in 2005, we recognized a credit to research and development
expense of $2.4 million in 2004.

The following table summarizes payments made and expense recorded during the years ending December 31:

2005

2004Payments made
$         1,018,000

$            800,000Sponsored research
$            650,000

$        (1,223,000)Optical materials
166,000

50,000Minimum royalty
75,000

75,000Expenses recorded on payments
$            891,000

$        (1,098,000)Amortization of stock
-
159,000Total expense recorded
$            891,000

$           (939,000)Helix Biopharma/Sensium - We have a licensing agreement with Sensium Technologies, Inc., a subsidiary of Helix
BioPharma, which gives us an exclusive worldwide royalty bearing license in our field of business to a number of patents and the
related technology for use in our NanoCaptureTM Arrays. Under the terms of the agreement, we paid $250,000 in license fees, half
of which we paid upon signing in January 2005 and half in February 2006. We also paid a $125,000 in technology transfer fees during
the first half of 2005. The Sensium licensing agreement contains minimum royalty provisions totaling $50,000 for the first year,
$100,000 for the second year, $150,000 for the third year and $200,000 thereafter. Our license exclusivity is based upon achieving
certain minimum revenues by the fourth royalty year.
Lease Commitments - We sublease our corporate facilities from Microvision at a base rate of
approximately $25,000 per month, plus common area charges; the sublease is effective through April 6, 2006. We signed a five year
lease to expand our current facilities which begins April 7, 2006. Once we complete our tenant improvements, which we believe will
require cash expenditures in the range of $900,000 to $1.2 million, our facilities will occupy approximately 32,175 square feet of space
located in the same building we currently occupy. The total of the minimum rental payments over the life of the initial lease term is
approximately $2.5 million. We have an option to extend our new lease for one additional 5 year period. We had no other significant
operating or capital leases at December 31, 2005.
Claims and Litigation - In our opinion, litigation, contingent liabilities and claims against us in the
normal course of business are not expected to involve any judgments or settlements that would be material to our financial condition,
results of operations or cash flows.

11. RETIREMENT SAVINGS PLAN
On August 31, 2004, we established its retirement savings plan (the "Plan"), which qualifies under the Internal Revenue Code
Section 401(k) and covers all qualified employees. The Plan allows us to match 50% of an employee's contribution to the Plan up to a
maximum 6% of the employee's base salary. During 2005 we contributed $57,000 to the Plan under the matching program and from
September through December 31, 2004, we contributed $21,000 to the Plan under the matching program. Prior to August 31, 2004 our
employees participated in the Microvision retirement savings plan. We contributed $33,000 in matching payments under the Microvision
Plan in the first eight months of 2004.

12. QUARTERLY FINANICAL DATA (UNAUDITED)
The following table represents certain unaudited quarterly financial information for the eight quarters ended December 31,
2005. In our opinion, this information has been prepared on the same basis as the audited financial statements and includes all
adjustments (consisting only of normal recurring adjustments) necessary to fairly state the unaudited quarterly results of operations set
forth herein.

First
Second
Third
Fourth
FiscalQuarter
Quarter
Quarter
Quarter
Year(in thousands, except per share data)Total Revenue2005
$        240
$        348
$        681
$        240
$     1,5092004
$        316
$        288
$        292
$          93
$        989Gross Profit2005
72
131
215
169
5872004
122
100
128
(12)
338Net Loss Available to Common Shareholders2005
(2,878)
(2,926)
(2,034)
(2,615)
(10,453)2004
(2,592)
(732)
(3,176)
(2,923)
(9,423)Basic and diluted net loss per share attributable to common stockholders2005
$      (0.17)
$      (0.18)
$      (0.12)
$      (0.16)
$      (0.63)2004
$      (0.50)
$      (0.04)
$      (0.24)
$      (0.18)
$      (0.89)Quarterly and annual earnings per share are calculated independently, based on the weighted average number of shares
outstanding during the periods.

LUMERA CORPORATIONSchedule II  -  VALUATION AND QUALIFYING ACCOUNTS AND RESERVESBalance at

Charges to

Charges



Balance atBeginning of

Costs

to



End ofFiscal

and

Other



FiscalYear

Expenses

Accounts

Deductions

PeriodYear ended December 31, 2004Tax valuation allowance

10,596,000

3,139,000

-

-

13,735,000Year ended December 31, 2005Tax valuation allowance

13,735,000

3,728,000





17,463,000SIGNATURESPursuant 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 2, 2007 | By | /s/ Jeff Wilson Jeff Wilson
   Chief Financial Officer

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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   | Certificate of Incorporation of Microvision, Inc., as amended. (22)                                                                                                                                                                                  
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2   | Bylaws of Microvision, Inc.(2)                                                                                                                                                                                                                       
|4.1   | Form of Specimen Stock Certificate for Common
Stock.(2)                                                                                                                                                                                              
|4.2   | Form of Warrant issued on July 22, 2002.(7)                                                                                                                                                                                                          
|4.3   | Form of Warrant Agreement dated March 5, 2003.(6)                                                                                                                                                                                                    
|4.4   | Registration Rights Agreement dated as of September 9, 2004 by
and between Microvision, Inc. and Satellite Strategic Finance Associates,
LLC.(10)                                                                                                    
|4.5   | Warrant No. 76 to Purchase Common Stock of Microvision, Inc.
issued September 10, 2004 to Satellite Strategic Finance Associates, LLC.(10)                                                                                                           
|4.6   | Registration Rights Agreement executed in connection with 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.(11)                                
|4.7   | 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.(11)                                                             
|4.8   | Form of Amended and Restated Note issued as of March 11, 2005
under the Master Amendment Agreement dated July 25, 2005 by and among
Microvision, Inc. and the investors listed on the Schedule of Buyers
thereto.(14)                                
|4.9   | Form of Warrant issued as of July 25, 2005 under the Master
Amendment Agreement dated as of July 25, 2005 by and among Microvision, Inc. and
the investors listed on the Schedule of Buyers thereto.(14)                                             
|4.10  | Registration Rights Agreement dated as of August 8, 2005 by and
between Microvision, Inc., Satellite Strategic Finance Associates, LLC and
Satellite Strategic Finance Partners, Ltd.(16)                                                            
|4.11  | Warrant No. 86 to Purchase Common Stock of Microvision, Inc.
issued August 9, 2005 to Satellite Strategic Finance Partners, Ltd.(16)                                                                                                                 
|4.12  | Warrant No. 87 to Purchase Common Stock of Microvision, Inc.
issued August 9, 2005 to Satellite Strategic Finance Associates, LLC.(16)                                                                                                               
|4.13  | Registration Rights Agreement dated as of August 31, 2005 by and
between Microvision, Inc. and Omicron Master Trust.(17)                                                                                                                             
|4.14  | Warrant No. 88 to Purchase Common Stock of Microvision, Inc.
issued August 31, 2005 to Omicron Master Trust(17)                                                                                                                                      
|4.15  | Registration Rights Agreement executed in connection with 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.(19)                             
|4.16  | Form of Note issued as of December 1, 2005 under the Securities
and Purchase Agreement dated as of November 30, 2005 by and among Microvision,
Inc. and the investors listed on the Schedule of Buyers
thereto.(18)                                  
|4.17  | 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.(18)                                                          
|4.18  | Form of Amended and Restated Pledge and Security Agreement
executed in connection with 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.(18)
|4.19  | Registration Rights Agreement dated as of May 3, 2006 by and
between Microvision, Inc. and Satellite Strategic Finance Associates,
LLC.(20)                                                                                                          
|4.20  | Form of Warrant Agreement dated June 5, 2006 by and between
Microvision, Inc. and American Stock Transfer & Trust
Company.(21)                                                                                                                       
|4.21  | Form of Underwriter's Warrant Agreement dated June 5, 2006 by
and between Microvision, Inc. and MDB Capital Group,
LLC.(21)                                                                                                                          
|4.22  | Form of Underwriter's Warrant to Acquire Warrants Agreement
dated June 5, 2006 by and between Microvision, Inc. and MDB Capital Group,
LLC.(21)                                                                                                      
|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.(6)                                                                                                                                       
|10.5  | 2006 Microvision, Inc. Incentive Plan.                                                                                                                                                                                                               
|10.6  | Independent Director Stock Option Plan, as
amended.(5)*                                                                                                                                                                                              
|10.7  | Form of Common Stock Purchase Warrant issued to Avram Miller and
Jacqueline Brandwynne dated August 10, 2000.(3)                                                                                                                                     
|10.8  | Executive Loan Plan and Related Form of
Note.(4)*                                                                                                                                                                                                    
|10.9  | Form of the Option Agreement for options granted outside of the
Plans.(8)                                                                                                                                                                            
|10.10 | Securities Purchase Agreement dated as of September 9, 2004 by
and between Microvision, Inc. and Satellite Strategic Finance Associates,
LLC.(10)                                                                                                    
|10.11 | License and Development Agreement dated as of December 30, 2004
by and between Microvision, Inc. and Ethicon Endo-Surgery,
Inc.(12)+                                                                                                                 
|10.12 | Securities Purchase Agreement dated as of March 11, 2005 by and
among Microvision, Inc. and the investors listed on the Schedule of Buyers
thereto.(11)                                                                                              
|10.13 | Employment Agreement between Microvision, Inc. and Alexander Y.
Tokman dated July 18, 2005.(13)                                                                                                                                                      
|10.14 | Master Amendment Agreement dated July 25, 2005 by and among
Microvision, Inc. and the investors listed on the Schedule of Buyers
thereto.(14)                                                                                                        
|10.15 | Lease Agreement between CarrAmerica Reality Operating
Partnership, L.P. and Microvision, Inc., dated July 15,
2005.(15)                                                                                                                              
|10.16 | Securities Purchase Agreement dated as of August 8, 2005 by and
between Microvision, Inc., Satellite Strategic Finance Associates, LLC and
Satellite Strategic Finance Partners, Ltd.(16)                                                            
|10.17 | Conversion and Modification Agreement dated as of August 8, 2005
by and between Microvision, Inc. and Satellite Strategic Finance Associates,
LLC.(16)                                                                                               
|10.18 | Securities Purchase Agreement dated as of August 31, 2005 by and
between Microvision, Inc. and Omicron Master Trust.(17)                                                                                                                             
|10.19 | Securities Purchase Agreement dated as of November 30, 2005 by
and among Microvision, Inc. and the investors listed on the Schedule of Buyers
thereto.(19)                                                                                           
|10.20 | Conversion Agreement dated as of May 3, 2006 by and between
Microvision, Inc. and Satellite Strategic Finance Associates,
LLC.(20)                                                                                                                   
|10.21 | Microvision, Inc. 2006 Incentive Plan(22)                                                                                                                                                                                                            
|23.1  | Consent of Independent Registered Public Accounting Firm, as previously filed.                                                                                                                                                                       
|23.2  | Consent of Independent Registered Public Accounting Firm, filed herewith.                                                                                                                                                                            
|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 September 30, 2000, available at the SEC's Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549 under the Company's
Commission File Number, 0-21221.

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

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

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

(7) 	Incorporated by reference to the Company's Current Report on Form 8-K
filed on July 23, 2002.

(8) 	Incorporated by reference to the Company's Schedule TO filed on
November 1, 2002.

(9) 	Incorporated by reference to the Company's Form 10-QSB for the
quarterly period ended September 30, 1998, available at the SEC's Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549 under the Company's
Commission File Number, 0-21221.

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

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

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

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

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

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

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

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

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

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

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

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

(22)	Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2006.

+	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.

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