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FORM OF
MICROVISION, INC.
a Washington corporation


COMMON STOCK PURCHASE WARRANT

Certificate No.      

    THESE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS. THESE WARRANTS ARE "RESTRICTED SECURITIES" AS DEFINED IN RULE 144 UNDER THE ACT AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

    This is to certify that, for value received and subject to the terms and conditions set forth below, Microvision, Inc., a Washington corporation (the "Company"), promises and agrees to sell and issue to consultant, or registered assigns, up to a total of 100,000 fully paid and nonassessable shares of Common Stock, at any time up to and until 5:00 p.m., Seattle, Washington time, on August 10, 2010, upon surrender, at the principal office of the Company referred to below, of this Warrant Certificate, a duly completed and executed Notice of Exercise in the form attached hereto, and payment therefor in lawful money of the United States at the Exercise Price as set forth in Section 1.3 below.

    This Warrant Certificate is issued subject to the following terms and conditions:

    1.  Definitions of Certain Terms.  Except as may be otherwise clearly required by the context, the following terms have the following meanings:

    2.  Exercise of Warrants.  All or any part of the Warrants evidenced by this Certificate may be exercised by surrendering this Warrant Certificate and the Notice of Exercise attached hereto, duly completed and executed by the Warrantholder or by his or her duly authorized attorney-in-fact, at the office of the Company, 19910 North Creek Parkway, Bothell, WA 98011-3008, or at such other office or agency as the Company may designate, accompanied by payment in U.S. funds in full, in cash or certified or cashier's check, of the Exercise Price payable with respect to the Warrants being exercised. Subject to the terms and conditions of this Warrant Certificate, the Company will, within five business days after said surrender and payment and completion of such Notice of Exercise by the Warrantholder, make arrangements with its stock transfer agent to send to the Warrantholder at the address specified in the Notice of Exercise a certificate or certificates evidencing the Securities

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subscribed for. If fewer than all the Warrants evidenced by this Warrant Certificate are exercised, the Company will, upon such exercise, execute and deliver to the Warrantholder a new Warrant Certificate (dated the date hereof), in form and tenor similar to this Warrant Certificate, evidencing the Warrants not exercised. The Securities to be issued on exercise of the Warrants will be deemed to have been issued, and any person exercising the Warrants will be deemed to have become a holder of record of those Securities, as of the close of business on the date of its surrender for exercise as provided above. The securities laws of the United States may require that a registration statement registering the Securities to be issued on exercise of the Warrants be effective, or that an exemption from registration be available, before the Company may issue the Securities to the Warrantholder. The Company will use its best efforts to take such actions under the Act and the laws of various states and other jurisdictions as may be required to cause the issuance of Securities upon exercise of Warrants to comply with applicable securities laws. However, the Company will not be required to honor the exercise of Warrants if, in the opinion of the Company's Board of Directors, upon advice of counsel, the issuance of Securities upon such exercise would be unlawful. In such event, the Company may elect to redeem Warrants submitted for exercise for a price equal to the difference between (i) the closing price of the Securities on the date of submission of the Notice of Exercise of Warrants, as reported by the principal exchange or market upon or through which the Securities are then principally traded or quoted (the "Exchange") and (ii) the Exercise Price of the Securities subscribed for in the Notice of Exercise of Warrants submitted to the Company. In the event of such redemption, the Company will pay to the Warrantholder the above-described redemption price within ten business days after the Warrantholder's submission of the Notice of Exercise of Warrants.

    3.  Adjustments in Certain Events.  The number, class and price of Securities for which the Warrants may be exercised are subject to adjustment from time to time upon the happening of certain events as follows:

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    4.  Reservation of Securities.  The Company agrees that the number of shares of Common Stock and other Securities sufficient to provide for the exercise of the Warrants upon the basis set forth above will at all times during the term of the Warrants be reserved for exercise.

    5.  Validity of Securities; Transfer Taxes.  All Securities delivered upon the exercise of the Warrants in accordance with their terms will be duly and validly issued, fully-paid and non-assessable, and will be free and clear of any lien, pledge, security interest, claim, charges, encumbrance or other restriction or limitation (except with respect to restrictions on transfer under applicable securities laws) imposed on them by the Company. The Company will pay all documentary and transfer taxes, if any, in respect of the original issuance thereof upon exercise of the Warrants.

    6.  Legending of Securities.  All certificates representing Securities delivered upon the exercise of the Warrants shall be impressed with a legend indicating that the Securities are not registered under the Act and reciting that the transfer thereof is restricted, such legend to be in a form acceptable to counsel for the Company.

    7.  Transfer Prohibited.  The Warrants and all rights hereunder may not be transferred or assigned without the prior written approval of the Company; provided that, such approval shall not be unreasonably withheld or delayed with respect to a proposed transfer or assignment of Warrants exercisable for not less than 10,000 Securities that are not subject to a Lock-Up, as such term is defined in that certain Consulting Agreement, dated as of August 10, 2000, between       and the Company; and provided further that the Warrants may be transferred or assigned to the immediate family members (including grandchildren, nieces, and nephews) of the Warrantholder or to trusts or other entities for the sole benefit thereof without the Company's prior written approval, provided that the Warrantholder complies with applicable securities laws in effecting such a disposition. Except as provided for in the immediately preceding sentence, any transfer effected without the prior written approval of the Company shall be void.

    8.  No Rights as a Shareholder.  Except as otherwise provided herein, the Warrantholder will not, by virtue of ownership of Warrants, be entitled to any rights as a shareholder of the Company.

    9.  Ownership.  The Company, and its Transfer Agent, and any agent of the Company or its Transfer Agent may treat the bearer of this Warrant Certificate as the absolute owner of the Warrants evidenced hereby for the purpose of exercising the Warrants and for all other purposes whatsoever, and notwithstanding any notice of ownership or writing thereon, or any notice of previous loss or theft or other interest therein.

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    10.  Replacement of Warrant Certificate.  On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant Certificate and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and substance to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant Certificate, the Company at its expense shall execute and deliver, in lieu of this Warrant Certificate, a new Warrant Certificate of like tenor and amount.

    11.  Notice.  Any notices required or permitted to be given hereunder may be given in writing personally or by mail or other comparable delivery service at the address determined below or at such other address as the party receiving notice has theretofore furnished to the notifying party:

    Any notice given by mail will be deemed effectively given 48 hours after mailing when deposited in the United States mail, registered or certified mail, return receipt requested, postage prepaid and addressed as specified above. Any notice given by courier or other comparable form of delivery service will be deemed effectively given at the date and time recorded for such delivery in the records of the delivery service.

    12.  Applicable Law.  This Certificate will be governed by and construed in accordance with the laws of the State of Washington, without giving effect to the conflict of laws thereof.

Dated as of                    
 
 
 
 
 
MICROVISION, INC.
 
 
 
 
 
 
 
 
By:
 
 
 
 
 
      

Richard A. Raisig
Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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Microvision, Inc.
Common Stock Purchase Warrant

NOTICE OF EXERCISE

To: Microvision, Inc.

    (1) The undersigned hereby irrevocably exercises the right to purchase      shares of the common stock of Microvision, Inc., a Washington corporation, pursuant to Section 2 of the attached Warrant, and tenders herewith full payment of the exercise price for such shares.

    (2) In exercising this Warrant, the undersigned hereby confirms and acknowledges that the shares of common stock to be issued upon exercise hereof are being acquired solely for the account of the undersigned and not as a nominee for any other party, and for investment, and that the undersigned will not offer, sell or otherwise dispose of any such shares of common stock acquired upon exercise of the attached Warrant except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any applicable state securities laws.

    (3) Please issue a certificate or certificates representing said shares of common stock in the name of the undersigned or in such other name(s) as is(are) specified below:

      
(Name)

    (4) Please issue a new Warrant representing any unexercised portion of the attached Warrant in the name of the undersigned or in such other name(s) as is(are) specified below:

 
 
 
 
 
  

(Name)
 
 
  

(Date)
 
 
 
 
 
  

(Signature of Holder)
 
 
 
 
 
 
 
 
  

(Address)
 
 
 
 
 
 
 
 
  

(Address)
 
 
 
 
 
 
 
 
 

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COMMON STOCK PURCHASE WARRANT