Note

Amendment No. 6 to Convertible Promissory Note

by EMagin
June 24th, 2002
                 AMENDMENT NO. 6 TO CONVERTIBLE PROMISSORY NOTE

     AMENDMENT NO. 6 TO CONVERTIBLE PROMISSORY NOTE (this "Agreement"), dated as
of June 18, 2002, by and between eMAGIN CORPORATION, a Delaware corporation (the
"Borrower") and The Travelers Insurance Company (the "Lender"),  each a party to
the Note Purchase Agreement (the "Note Purchase  Agreement")  entered into as of
August 20, 2001 and a Convertible  Promissory Note (the "Note") dated August 20,
2001, as amended to date.  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 :
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     WHEREAS,  pursuant to a letter  agreement  dated June 17, 2002 (the "Letter
Agreement"),  the parties  agreed that the Borrower  would issue to the Lender a
new note in exchange for the Note; and

     WHEREAS,  in lieu of the  exchange of the Note  contemplated  by the Letter
Agreement,  the parties wish to amend the Note to conform to the terms described
in the Proposed Amendment attached to the Letter Agreement.

     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 that:

(1)  Section 1 of the Note is hereby  amended by  deleting  "June 21,  2002" and
inserting in the place of such deletion "August 30, 2002,"

(2) Section 4 of the Note is hereby  deleted in its entirety  and the  following
text shall be inserted in the place of such deletion:

"OPTIONAL CONVERSION OR EXCHANGE. (a) Subject to the provisions of paragraph (b)
of this Section 4, at any time before the Maturity  Date,  the Lender shall have
the right,  at its  option,  to convert (a  "Voluntary  Conversion")  all or any
portion of the outstanding principal amount of and accrued interest on this Note
into such number of fully paid and  nonassessable  shares of common stock of the
Borrower  ("Common Stock," which term shall also include any other securities or
consideration  that may be issuable on such conversion as provided herein) as is
obtained by dividing (i) the outstanding  principal  amount and accrued interest
on the Note or portion  thereof to be  converted  by (ii)  $0.5264  (subject  to
adjustment as provided herein, the




"Conversion Price"). Such right of conversion
shall be exercised by the Lender by giving written notice that the Lender elects
to convert the outstanding principal amount and accrued interest on the Note, or
a specified  portion  thereof,  into shares of Common Stock, and by surrender of
the Note to be converted,  to the  Corporation at its principal  office (or such
other office or agency of the  Corporation as the  Corporation  may designate by
notice in writing) at any time during its usual  business  hours on the date set
forth in such  notice,  together  with a  statement  of the name or names  (with
address) in which the certificates for such securities shall be issued.

"(b) Notwithstanding anything to the contrary in the foregoing, at any time when
the Lender (i) is The  Travelers  Insurance  Company or any entity  controlling,
controlled by or under common control with The Travelers Insurance Company,  and
(ii) is directly or indirectly the  beneficial  owner of more than 10 percent of
the Common Stock for purposes of Section 16 of the  Securities  Act of 1934,  as
amended (a Lender  described  in clauses  (i) and (ii)  being  referred  to as a
"Restricted Lender"), then the Lender may not convert all or any portion of this
Note into Common Stock as provided in  paragraph  (a) of this Section 4, but may
instead elect, at any time and in the same manner as such conversion right could
otherwise be exercised,  to exchange all or a portion of the principal amount of
and accrued  interest on this Note into one of the  following,  as designated by
the Borrower (collectively,  "Exchange Securities"):  (x) a number of fully paid
and  nonassessable  shares  of  convertible   preferred  stock  of  the  Company
("Exchange Preferred"), each having a liquidation preference of $.001 per share,
equivalent to the amount obtained by dividing the outstanding  principal  amount
and  accrued  interest  on the Note or portion  thereof to be  exchanged  by the
Conversion  Price,  or (y) a ten-year,  non-interest  bearing note (an "Exchange
Note"),  in a principal  amount equal to the  outstanding  principal  amount and
accrued  interest  on the Note or  portion  thereof to be  exchanged.  Shares of
Exchange  Preferred  shall be convertible at the holder's  election at any time,
provided that the holder is not a Restricted Lender, into a number of fully paid
and  nonassessable  shares of Common Stock  initially  equal to one per shame of
Exchange  Preferred,  but  subject  to  adjustment  in the  same  manner  as the
Conversion Price. An Exchange Note shall be convertible at the holder's election
at any time,  provided that the holder is not a Restricted Lender, into a number
of fully paid and  nonassessable  shares of Common Stock equal to the  principal
amount of the  Exchange  Note  divided by the  Conversion  Price.  At  maturity,
provided that it has not been  converted,  the principal  amount of the Exchange
Note  shall be  payable  in a number  of shares  of  Common  Stock  equal to the
principal amount of the Exchange Note divided by the Conversion Price.

"(c) The Borrower shall, as soon as practicable  after the date of conversion or
exchange,  issue and deliver at the office described above to the Lender,  or to
its nominees,  a certificate  or  certificates  for the Common Stock or Exchange
Securities to which such Lender shall be entitled, together with cash in lieu of
any  fraction  of a share.  The  Borrower  shall at all times  reserve  and keep
available out of its authorized but unissued stock, for the purpose of effecting
the  conversion  or  exchange of the Note,  such  number of its duly  authorized
shares of Common  Stock as shall from time to time be  sufficient  to effect the
conversion of the Note or any outstanding Exchange Securities.

"(d) In the event the  Borrower  at any time or from time to time  after May 31,
2002 shall make or issue, or fix a record date for the  determination of holders
of Common Stock entitled to receive, a dividend or other distribution payable in
additional  shares of Common Stock, then and in each such event Conversion Price
then in effect  immediately  before such event shall be decreased as

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of the time of such issuance or, in the event such a record date shall have been
fixed,  as of the close of business  on such record  date,  by  multiplying  the
Series A Conversion Price then in effect by a fraction:

     (1) the  numerator  of which shall be the total  number of shares of Common
Stock issued and outstanding  immediately  prior to the time of such issuance or
the close of business on such record date, and

     (2) the  denominator of which shall be the total number of shares of Common
Stock issued and outstanding  immediately  prior to the time of such issuance or
the close of  business  on such  record date plus the number of shares of Common
Stock issuable in payment of such dividend or distribution;

provided,  however,  if such record date shall have been fixed and such dividend
is not fully  paid or if such  distribution  is not fully made on the date fixed
therefor,  the Conversion Price shall be recomputed  accordingly as of the close
of business on such record date and  thereafter  the  Conversion  Price shall be
adjusted  pursuant to this  paragraph  as of the time of actual  payment of such
dividend or distribution.

"(e) In the event the  Borrower  at any time or from time to time  after May 31,
2002 shall make or issue, or fix a record date for the  determination of holders
of Common Stock entitled to receive, a dividend or other distribution payable in
securities of the Corporation  (other than shares of Common Stock) or in cash or
other  property  (other  than cash out of current  earnings  or earned  surplus,
determined in accordance with generally accepted  accounting  principles),  then
and in each such event  provision shall be made so that the Lender shall receive
upon conversion of the Note, in addition to the number of shares of Common Stock
receivable thereupon, the kind and amount of securities of the Borrower, cash or
other  property which they would have been entitled to receive had the Note been
converted  into Common Stock on the date of such event and had they  thereafter,
during the period from the date of such event to and  including  the  conversion
date, retained such securities receivable by the Lender as aforesaid during such
period,  giving  application  to all  adjustments  called for during such period
under this paragraph with respect to the rights of the holder of the Note.

"(f) If there shall occur any reorganization, recapitalization, consolidation or
merger  involving  the Borrower in which the Common  Stock is converted  into or
exchanged  for  securities,  cash or other  property  (other than a  transaction
covered by  paragraphs  (d) or (e) of this Section 4), then,  following any such
reorganization,  recapitalization,  consolidation or merger,  this Note shall be
convertible into the kind and amount of securities, cash or other property which
a holder of the number of shares of Common Stock of the Borrower  issuable  upon
conversion   of   the   Note   immediately   prior   to   such   reorganization,
recapitalization,  consolidation  or merger would have been  entitled to receive
pursuant to such  transaction;  and, in such case,  appropriate  adjustment  (as
determined  in good faith by the Board of  Directors of the  Borrower)  shall be
made in the  application  of the  provisions  in this  Section 4 set forth  with
respect to the rights and interest  thereafter  of the holders of this Note,  to
the end that the  provisions  set forth in this Section 4 (including  provisions
with respect to changes in and other  adjustments of the Conversion Price) shall
thereafter be  applicable,  as nearly as  reasonably  may be, in relation to any
shares of stock or other property thereafter  deliverable upon the conversion of
this Note.

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"(g) The Borrower will not, by amendment of its Certificate of  Incorporation or
through  any  reorganization,   transfer  of  assets,   consolidation,   merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the  observance or  performance of any of the terms to be observed
or  performed  hereunder  by the  Borrower,  but will at all times in good faith
assist in the  carrying out of all the  provisions  of this Section 4 and in the
taking of all such action as may be necessary or appropriate in order to protect
the conversion or exchange rights of the Lender against impairment."

(3) Section 8 of the Note is hereby  deleted in its entirety  and the  following
text shall be inserted in the place of such deletion:  "PREPAYMENT. The Borrower
may pre-pay the Note in full,  including all interest  owed thereon  through the
date of payment,  at any time prior to the Maturity Date without penalty,  on at
least 15 days' written  notice to the Lender.  If at any time after May 31, 2002
and prior to the Maturity  Date the Borrower has raised an aggregate of at least
$5 million  through the sale of debt or equity  securities or by borrowing  from
one or more lenders,  then the Borrower  shall offer the Lender the right,  on a
Business  Day not more than 15 or less  than 5 days  after the date the offer is
received by the Lender,  to tender at least 50% in principal  amount of the Note
in exchange for payment from the Borrower of the principal  amount  tendered and
all interest owed thereon through the date of payment.  If at any time after May
31, 2002 and prior to the Maturity  Date the Borrower has raised an aggregate of
at least  $10  million  through  the  sale of debt or  equity  securities  or by
borrowing from one or more lenders, then the Borrower shall offer the Lender the
right, on a Business Day not more than 15 or less than 5 days after the date the
offer is received by the Lender,  to tender the entire  principal  amount of the
Note in exchange for payment from the Borrower of the  principal  amount and all
interest owed thereon through the date of payment."

                                  ARTICLE Two

                              ADDITIONAL AGREEMENTS

     SECTION 2.1 Warrants. The Borrower will issue to the Lender or its nominee,
as promptly as reasonably  practicable,  warrants as described in paragraph 2 of
the Letter Agreement.

                                 ARTICLE Three

                                  MISCELLANEOUS

     SECTION 3.1  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  3.2  GOVERNING  LAW.  THIS  AGREEMENT  SHALL BE  GOVERNED  BY, AND
CONSTRUED  AND ENFORCED IN ACCORDANCE  WITH,  THE

                                      -4-


LAWS OF THE STATE OF NEW YORK,  EXCLUDING  CONFLICT OF LAW PRINCIPLES THAT WOULD
CAUSE THE APPLICATION OF LAWS OF ANY OTHER JURISDICTION.

     SECTION 3.3 Effective  Date.  This  Agreement  shall become  effective (the
"Effective Date") as of the date first referenced above.

     SECTION 3.4 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 3.5 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 3.6 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.

                                    * * * * *

                                      -5-


     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:

                                    THE TRAVELERS INSURANCE COMPANY

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

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