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Exhibit (a)8

Stock Option Exchange

        This worksheet is provided for your convenience. It is not a recommendation to participate in the exchange or to exclude other considerations or calculations in determing whether or how to participate.

Original Grant Price Range

  Exchange Ratio**
  CEO, Pres, CFO
  All Other EE's
>$40.00   0.25   0.25
$30.01 - $40.00   0.47   0.60
$20.01 - $30.00   0.65   0.70
$15.01 - $20.00   0.75   0.80
$10.01 - $15.00   1.00   1.00

If you have options expiring on or before May 30, 2003, see the EO for the ratio.

Primary Criteria for Eligibility

*   Generally, only existing grants priced at >$10.00 are eligible for exchange
*   Does not include shares from the 10/24/01 "special on-going grant" @ $15.00
*   Any existing options granted after 5/01/02 must be surrendered in full to participate in the exchange offer
*   New grant shares will be whole numbers; no fractional shares
*   Employees must be employed on the new grant date to receive new grant
*   Target grant date for new options is June 11, 2003 or shortly thereafter


Figuring number of eligible options and vesting



Grant Number
  Orig. Vest Date
  # Elig Shares
  X (Times) Exchange Ratio (above)
  = # New Shares
  # New Shares Vest at Grant—Exempt (2/3)
  # New Shares Vest 6 mos After Grant—Nonexempt (2/3)
  Shares Vest on Orig. Vest Date (2/3)
  Shares Vest One Year After Grant (1/6)
  Shares Vest Two Years After Grant (1/6)


















This worksheet may be printed and used hardcopy, or used electronically.



Microvision Stock Option Exchange Worksheet