Microvision (MVIS)

RECITALS

A. The Company and the Buyers entered into that certain Securities Purchase Agreement dated as of March 11, 2005 (the “Securities Purchase Agreement”) pursuant to which, among other things, the Company issued to the Buyers certain senior secured exchangeable convertible notes (the “Old Notes”).

B. The Company agreed to provide certain registration rights with respect to the shares of common stock of Lumera Corporation issuable under the Old Notes (the “Exchange Shares”) pursuant to a Registration Rights Agreement dated as of March 11, 2005 by and between the Company and the Buyers (the “Lumera Registration Rights Agreement”).

C. The Company and the Buyers desire to amend and restate the Old Notes, and the Company has agreed to issue warrants (the “Amendment Warrants”) on the terms and conditions hereof.

RECITALS

A. Secured Party has agreed to loan $1,000,000 to Pledgor (the “Loan”). In consideration for the Loan, Pledgor has agreed to issue to Secured Party a Non-Recourse Secured Promissory Note, substantially in the form of Exhibit A, in the amount of $1,000,000 (the “Note”) evidencing Pledgor’s obligation to repay the Loan.

B. To secure payment of the Note, Pledgor has agreed to pledge 405,000 shares of Common Stock of Lumera Corporation, a Delaware corporation, (“Lumera”), to Secured Party (the “Shares”).

C. In connection Pledgor’s pledge of the Shares, Pledgor has agreed to cause Lumera to file a registration statement with the Securities and Exchange Commission covering the Shares.