MICROVISION, INC.

           INCORPORATED UNDER THE LAWS OF THE STATE OF WASHINGTON

   COMMON STOCK                            SEE REVERSE FOR CERTAIN DEFINITIONS



THIS CERTIFIES THAT

  IS THE OWNER OF

FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, NO PAR VALUE, OF


transferable on the books of the Corporation by the holder hereof, in person 
or by duly authorized attorney, upon surrender of the Certificate properly 
endorsed. 
This Certificate is not valid until countersigned and registered by the 
Transfer Agent and Registrar.
     Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.

Dated:


                         SECRETARY                Transfer Agent and Registrar

                                             
                                             By:



           CHIEF EXECUTIVE OFFICER                        Authorized Signature





     The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full 
according to applicable laws or regulations:
     TEN COM - as tenants in common       UNIF GIFT MIN ACT - Uniform Gifts to
                                                               Minors Act
     TEN ENT - as tenants by the          UNIF TFAN MIN ACT - Uniform Transfers
                entireties                                     to Minors Act 
     JT TEN  - as joint tenants with      CUST - Custodian
                right of survivorship
                and not as tenants
                in common

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




          For Value Received        hereby sell, assign and transfer unto
                             ------
   PLEASE INSERT SOCIAL SECURITY OR OTHER
       IDENTIFYING NUMBER OF ASSIGNER    

   --------------------------------------



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


- -------------------------------------------------------------------------------


- -------------------------------------------------------------------------------


- ------------------------------------------------------------------------ shares
of the Common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint


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


Dated 
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                                     ------------------------------------------
                                     NOTICE: THE SIGNATURE TO THIS ASSIGNMENT 
                                             MUST CORRESPOND WITH THE NAME AS 
                                             WRITTEN UPON THE FACE OF THIS 
                                             CERTIFICATE, IN EVERY PARTICULAR, 
                                             WITHOUT ALTERATION OR 
                                             ENLARGEMENT, OR ANY CHANGE
                                             WHATEVER.