Promissory Note

Amendment No. 1 to the Secured Promissory Note

by EMagin
September 3rd, 2002
                 AMENDMENT NO. 1 TO THE SECURED PROMISSORY NOTE

          AMENDMENT  NO. 1 TO THE SECURED  PROMISSORY  NOTE (this  "Agreement"),
dated as of August 30,  2002,  by and  between  eMAGIN  CORPORATION,  a Delaware
corporation (the "Borrower") and Mr. Mortimer D.A. Sackler (the "Lender"),  each
a party to the Secured Note Purchase  Agreement entered into as of June 20, 2002
(the  "Purchase  Agreement")  pursuant  to which a Secured  Promissory  Note was
issued in the principal amount of $200,000 (the "Note").  All capitalized  terms
used herein and not otherwise defined herein shall have the respective  meanings
provided to such terms in the Note.

                              W I T N E S S E T H :

     WHEREAS, the parties wish to amend the Note to extend its maturity date and
revise the "Default" section of the Note;

     NOW,  THEREFORE,  in consideration of the mutual covenants set forth herein
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby  acknowledged,  the parties  hereto,  intending to be legally  bound,
hereby agree as follows:

                                   ARTICLE ONE

                                AMENDMENT TO NOTE

     SECTION 1.1 Amendment to Note. By executing  this  Agreement,  the Borrower
and the Lender hereby agree and acknowledge as follows:

     (a) Section 1 of the Note is hereby  amended by deleting  "August 30, 2002"
from  such  section  and  inserting  "September  30,  2002" in the place of such
deletion;

     (b) Section 5(i) of the Note is hereby  amended by deleting  "or" from such
section;

     (c) Section  5(j) of the Note is hereby  amended by deleting  "." from such
section and inserting "; or" in the place of such deletion;

     (d)  Section 5 of the Note is hereby  amended by adding at the end  thereof
the following paragraph:

          "(k)  The  Borrower  ceases  operations  or  fails  to  carry  on  its
current overall level of operations."


                                   ARTICLE TWO

                                  MISCELLANEOUS

          SECTION 2.1 Counterparts.This  Agreement may be executed in any number
of counterparts  and by the different  parties hereto on separate  counterparts,
each of which  counterparts when executed and delivered  (including  delivery by
way of  facsimile)  shall  be an  original,  but  all of  which  shall  together
constitute one and the same instrument.  A complete set of counterparts shall be
lodged with the Borrower.

          SECTION 2.2 Governing  Law. This  Agreement  shall be governed by, and
construed  and enforced in accordance  with,  the laws of the State of New York,
excluding conflict of law principles that would cause the application of laws of
any other jurisdiction.

          SECTION 2.3 Effective Date. This Agreement shall become effective (the
"Effective Date") as of the date first referenced above.

          SECTION 2.4 Effect of Amendment.  From and after the  Effective  Date,
the Note and all references to the Note pursuant to the Note Purchase  Agreement
and the other documents  referenced  therein shall be deemed to be references to
the Note as modified  hereby.  This  Agreement is limited as specified and shall
not  constitute a  modification,  amendment,  acceptance  or waiver of any other
provision  of the  Note,  the Note  Purchase  Agreement  or any  other  document
referenced therein or herein.

          SECTION 2.5 Headings. The article,  section and subsection headings in
this Agreement are for convenience  only and shall not constitute a part of this
Agreement  for any other  purpose and shall not be deemed to limit or affect any
of the provisions hereof.

          SECTION  2.6  Further  Assurances.  From  and  after  the date of this
Agreement,  upon the request of any party  hereto,  each party shall execute and
deliver such  instruments,  documents  and other  writings as may be  reasonably
necessary  or  desirable  to confirm and carry out and to  effectuate  fully the
intent and purposes of this Agreement.

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          IN  WITNESSES  WHEREOF,  the parties  hereto  have  caused  their duly
authorized  officers to execute and deliver this  Agreement as of the date first
above written.

                                          BORROWER:

                                          eMAGIN CORPORATION

                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:

                                         LENDER:


                                         ---------------------------------------
                                         MORTIMER D.A. SACKLER