EMAGIN CORP
REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>a875443_ex10.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>
                                                                       EXHIBIT A
                          REGISTRATION RIGHTS AGREEMENT


          THIS REGISTRATION RIGHTS AGREEMENT,  dated as of March 4, 2002 between
Northwind  Associates,  Inc., a Cayman  Islands  Corporation  ("Purchaser")  and
eMagin Corporation, Inc., a Delaware corporation (the "Company").

          WHEREAS,  simultaneously  with  the  execution  and  delivery  of this
Agreement,  the parties  shall enter into the Common Stock  Purchase  Agreement,
dated as of the date hereof,  (the "Purchase  Agreement")  pursuant to which the
Purchaser has committed to purchase up to  $20,000,000  of the Company's  Common
Stock  (capitalized terms not defined herein shall have the meanings ascribed to
them in the Purchase Agreement) and the Warrant; and

          WHEREAS,  the execution and delivery of this Agreement and granting to
the  Purchaser of the  registration  rights set forth herein with respect to the
Shares is a component part of the  transaction  contemplated  under the Purchase
Agreement.

          NOW, THEREFORE, the parties hereto mutually agree as follows:

          Section  1.   Registrable   Securities.   As  used   herein  the  term
"Registrable  Security"  means all Shares  that (i) have not been sold under the
Registration Statement,  (ii) have not been sold under circumstances under which
all of the applicable  conditions of Rule 144 (or any similar  provision then in
force)  under the  Securities  Act  ("Rule  144") are met,  (iii)  have not been
otherwise  transferred to persons who may trade such Shares without  restriction
under the  Securities  Act, and the Company has delivered a new  certificate  or
other evidence of ownership for such Shares not bearing a restrictive legend, or
(iv) may not be sold without any time, volume or manner limitations  pursuant to
Rule 144(k) (or any similar  provision then in effect) under the Securities Act.
In the event of any merger, reorganization,  consolidation,  recapitalization or
other change in corporate  structure affecting the Common Stock, such adjustment
shall be deemed to be made in the  definition  of  "Registrable  Security" as is
appropriate  in order to  prevent  any  dilution  or  enlargement  of the rights
granted pursuant to this Agreement.

          Section 2.  Restrictions on Transfer.  The Purchaser  acknowledges and
understands  that  in  the  absence  of  an  effective   Registration  Statement
authorizing  the  resale of the  Shares  as  provided  herein,  the  Shares  are
"restricted  securities" as defined in Rule 144. The Purchaser  understands that
no disposition or transfer of the Shares may be made by Purchaser in the absence
of (i) an opinion of counsel to the Purchaser,  in form and substance reasonably
satisfactory to the Company, that such transfer may be made without registration
under the Securities Act or (ii) such registration.

          With a view to making  available to the Purchaser the benefits of Rule
144, the Company agrees to use its reasonable efforts to:

          (a) comply with the provisions of paragraph (c)(1) of Rule 144; and

          (b) file with the  Commission in a timely manner all reports and other
     documents  required  to be filed by the  Company  pursuant to Section 13 or
     15(d) under the

<PAGE>

     Exchange  Act;  and, if at any time it is not required to file such reports
     but in the past had been  required  to or did file such  reports,  it will,
     upon the request of the  Purchaser,  make  available  other  information as
     required by, and so long as  necessary to permit sales of, its  Registrable
     Securities pursuant to Rule 144.

          Section 3. Registration Rights With Respect to the Shares.

          (a) The  Company  agrees  that it  will  prepare  and  file  with  the
Securities and Exchange Commission ("Commission"), within 60 days after the date
hereof,  a  registration  statement  (on  Form S-3  and/or  Form  S-2,  or other
appropriate  form of  registration  statement)  under  the  Securities  Act (the
"Registration  Statement"),  at the  sole  expense  of the  Company  (except  as
provided in Section 3(c) hereof),  so as to permit a public  offering and resale
of the Shares under the Securities Act by Purchaser.

          (b) The Company shall use its commercially reasonable efforts to cause
the  Registration  Statement to become  effective  within the earlier of (i) 120
days of the date of filing the Registration  Statement (180 days in the event of
a "full  review"  by the  Commission),  or (ii)  five (5) days  after  receiving
written  notice of SEC  clearance  and will  within  said five (5) days  request
acceleration  of  effectiveness.  The  Company  will  notify  Purchaser  of  the
effectiveness  of the  Registration  Statement  within one  Trading  Day of such
event.

          (c)  The  Company  will   maintain  the   Registration   Statement  or
post-effective  amendment filed under this Section 3 hereof  effective under the
Securities  Act until the  earliest of (i) the date that all of the  Registrable
Securities have been disposed of pursuant to the  Registration  Statement,  (ii)
the date that all  Registrable  Securities  have been  otherwise  transferred to
persons who may trade such shares without  restriction under the Securities Act,
and the Company has delivered a new  certificate  or other evidence of ownership
for such Registrable  Securities not bearing a restrictive  legend, or (iii) the
date that all  Registrable  Securities  may be sold without any time,  volume or
manner  limitations  pursuant to Rule 144(k) or any  similar  provision  then in
effect under the Securities Act in the opinion of counsel to the Company,  which
counsel shall be reasonably  acceptable  to the  Purchaser  (the  "Effectiveness
Period").

          (d) All  fees,  disbursements  and  out-of-pocket  expenses  and costs
incurred by the Company in  connection  with the  preparation  and filing of the
Registration  Statement under subparagraph 3(a) and in complying with applicable
securities and Blue Sky laws (including, without limitation, all attorneys' fees
of the Company) shall be borne by the Company. The Purchaser shall bear the cost
of  underwriting  and/or  brokerage  discounts,  fees and  commissions,  if any,
applicable  to the Shares  being  registered  and the fees and  expenses  of its
counsel.

          (e) The Purchaser and its counsel shall have a reasonable  period, not
to exceed five (5) Trading Days, to review the proposed  Registration  Statement
or any amendment thereto,  prior to filing with the Commission,  and the Company
shall provide the Purchaser with copies of any comment letters received from the
Commission with respect thereto within two (2) Trading Days of receipt thereof.

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<PAGE>

          (f) The Company  shall make  reasonably  available  for  inspection by
Purchaser,  any underwriter  participating  in any  disposition  pursuant to the
Registration Statement, and any attorney,  accountant or other agent retained by
the Purchaser or any such underwriter all relevant  financial and other records,
pertinent   corporate   documents   and   properties  of  the  Company  and  its
subsidiaries,  and cause the  Company's  officers,  directors  and  employees to
supply  all  information  reasonably  requested  by the  Purchaser  or any  such
underwriter,  attorney,  accountant or agent in connection with the Registration
Statement,  in  each  case,  as is  customary  for due  diligence  examinations;
provided, however, all records, information and documents that are designated in
writing  by  the  Company,  in  good  faith,  as  confidential,  proprietary  or
containing any material non-public information shall be kept confidential by the
Purchaser and any such underwriter,  attorney,  accountant or agent, unless such
disclosure is made  pursuant to judicial  process in a court  proceeding  (after
first giving the Company an opportunity  promptly to seek a protective  order or
otherwise  limit the scope of the  information  sought  to be  disclosed)  or is
required by law, or such records,  information or documents  become available to
the  public  generally  or  through  a  third  party  not  in  violation  of  an
accompanying  obligation of  confidentiality.  If, in the  Company's  reasonable
judgment,  the foregoing inspection and information  gathering would disrupt the
Company's  conduct of its business,  such inspection and  information  gathering
shall, to the maximum extent possible, be coordinated on behalf of the Purchaser
and the other parties entitled thereto by one firm of counsel designed by and on
behalf of the majority in interest of Purchaser and other parties.

          (g) The  Company  shall use its  commercially  reasonable  efforts  to
qualify  any of the Shares for sale in such states as the  Purchaser  reasonably
designates and shall furnish indemnification in the manner provided in Section 6
hereof. However, the Company shall not be required to qualify in any state which
will require an escrow or other  restriction  relating to the Company and/or the
sellers,  or which will  require  the  Company to qualify to do business in such
state or require the Company to file  therein any general  consent to service of
process.

          (h) The Company at its expense will supply the  Purchaser  with copies
of the  Registration  Statement and the final  prospectus  included therein (the
"Prospectus")  and  other  related  documents  in  such  quantities  as  may  be
reasonably requested by the Purchaser.

          (i) The Company shall not be required by this Section 3 to include the
Purchaser's Shares in any Registration Statement which is to be filed if, in the
opinion of counsel for both the Purchaser  and the Company (or,  should they not
agree, in the opinion of another  counsel  experienced in securities law matters
acceptable to counsel for the  Purchaser and the Company) the proposed  offering
or other  transfer as to which such  registration  is  requested  is exempt from
applicable  federal and state securities laws and would result in all purchasers
or transferees  obtaining securities which are not "restricted  securities",  as
defined in Rule 144 under the Securities Act.

          (j) If at any time or from time to time  after the  effective  date of
the Registration Statement, the Company notifies the Purchaser in writing of the
existence of

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<PAGE>

a Potential  Material  Event (as defined in Section 3(k) below),  the  Purchaser
shall not offer or sell any Shares or engage in any other transaction  involving
or relating to Shares,  from the time of the giving of notice with  respect to a
Potential  Material Event until the Purchaser  receives  written notice from the
Company that such  Potential  Material  Event  either has been  disclosed to the
public or no longer  constitutes  a Potential  Material  Event (the  "Suspension
Period").  Notwithstanding  anything  herein to the  contrary,  if a  Suspension
Period  occurs at any time during any period  commencing on a Trading Day a Draw
Down Notice is deemed  delivered and ending five (5) Trading Days  following the
end of the  corresponding  Draw  Down  Pricing  Period,  then the  Company  must
compensate the Purchaser for any net decline, if any, in the market value of any
Shares  purchased,  or committed to be purchased,  by the Purchaser  pursuant to
such recent Draw Down Pricing Period through the end of such  Suspension  Period
and sold by the Purchaser within the five (5) Trading Days immediately following
the  Suspension  Period.  If there is a net  decline,  the net decline  shall be
calculated  as the  difference  between the highest  VWAP during the  applicable
Suspension Period and the price at which such Shares were sold by the Purchaser.
The  Company  must  give  Purchaser  notice in  writing  of the  existence  of a
Potential  Material Event promptly upon knowledge that such an event exists and,
where reasonably possible, prior to the first day of a Suspension Period.

          (k) "Potential  Material  Event" means any of the  following:  (i) the
possession  by  the  Company  of  material  information  that  is not  ripe  for
disclosure in a registration statement, as determined in good faith by the Chief
Executive Officer or the Board of Directors of the Company or that disclosure of
such  information  in the  Registration  Statement  would be  detrimental to the
business and affairs of the Company; (ii) any material engagement or activity by
the Company which would, in the good faith  determination of the Chief Executive
Officer or the Board of  Directors  of the  Company,  be  adversely  affected by
disclosure in a registration  statement at such time, which  determination shall
be accompanied by a good faith  determination by the Chief Executive  Officer or
the Board of Directors of the Company that the  Registration  Statement would be
materially  misleading  absent  the  inclusion  of such  information;  or  (iii)
pursuant to  applicable  law,  the Company is required to file a  post-effective
amendment  to the  Registration  Statement  because  the Company  experiences  a
fundamental change,  must change the plan of distribution to the Prospectus,  or
must  update the  information  included  in the  Prospectus  pursuant to Section
10(a)(3) of the Securities Act.

          Section 4. Cooperation with Company. The Purchaser will cooperate with
the Company in all respects in connection with this Agreement,  including timely
supplying  all  information  reasonably  requested  by the Company  (which shall
include all  information  regarding the Purchaser and proposed manner of sale of
the  Registrable  Securities  required  to  be  disclosed  in  the  Registration
Statement)  and executing and  returning all documents  reasonably  requested in
connection  with the  registration  and sale of the  Registrable  Securities and
entering into and performing its obligations  under any underwriting  agreement,
if the offering is an underwritten  offering,  in usual and customary form, with
the managing  underwriter or underwriters  of such  underwritten  offering.  The
Purchaser  shall  consent  to be named  as an  underwriter  in the  Registration
Statement. Purchaser acknowledges that  in  accordance  with  current Commission

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<PAGE>

policy,  the  Purchaser  will be named as the  underwriter  of the Shares in the
Registration Statement.

          Section 5.  Registration  Procedures.  If and  whenever the Company is
required by any of the provisions of this  Agreement to effect the  registration
of any of the Registrable Securities under the Securities Act, the Company shall
(except as otherwise provided in this Agreement),  as expeditiously as possible,
subject to the Purchaser's assistance and cooperation as reasonably required:

          (a)  prepare  and  file  with  the  Commission   such  amendments  and
     supplements  to the  Registration  Statement  and the  Prospectus as may be
     necessary to keep such registration  statement effective and to comply with
     the  provisions  of the  Securities  Act with  respect to the sale or other
     disposition  of all  securities  covered  by  such  registration  statement
     whenever the Purchaser of such Registrable  Securities shall desire to sell
     or otherwise  dispose of the same (including  prospectus  supplements  with
     respect to the sales of securities  from time to time in connection  with a
     registration   statement   pursuant  to  Rule  415  promulgated  under  the
     Securities  Act) and (ii) take all lawful  action such that each of (A) the
     Registration  Statement and any amendment thereto does not, when it becomes
     effective,  contain an untrue statement of a material fact or omit to state
     a material  fact  required to be stated  therein or  necessary  to make the
     statements therein not misleading and (B) the Prospectus, and any amendment
     or supplement thereto, does not at any time during the Effectiveness Period
     include an untrue  statement of a material fact or omit to state a material
     fact  required to be stated  therein or  necessary  to make the  statements
     therein,  in light of the  circumstances  under  which they were made,  not
     misleading;

          (b)  prior to the  filing  with  the  Commission  of any  Registration
     Statement  (including  any  amendments  thereto)  and the  distribution  or
     delivery of the Prospectus  (including any  supplements  thereto),  provide
     draft  copies   thereof  to  the  Purchaser   and  shall  give   reasonable
     consideration  to all such comments as the Purchaser  (and its counsel) may
     propose and (ii)  furnish to the  Purchaser  such  numbers of copies of the
     Prospectus   including  a  preliminary   prospectus  or  any  amendment  or
     supplement  to the  Prospectus,  as  applicable,  in  conformity  with  the
     requirements  of the  Securities  Act,  and such  other  documents,  as the
     Purchaser may reasonably  request in order to facilitate the public sale or
     other disposition of the Registrable Securities;

          (c) comply with the New York blue sky laws with respect to the
     Registrable  Securities  (subject to the  limitations  set forth in Section
     3(g)  above),  and do any  and all  other  acts  and  things  which  may be
     reasonably necessary or advisable to enable the Purchaser to consummate the
     public sale or other  disposition in such  jurisdiction  of the Registrable
     Securities;

          (d) list such Registrable  Securities on the Principal Market, and any
     other exchange on which the Common Stock of the Company is then listed,  if
     the listing of such  Registrable  Securities  is then  permitted  under the
     rules of such exchange or the Principal Market;

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<PAGE>

          (e) notify the  Purchaser at any time when the  Prospectus is required
     to be delivered  under the Securities Act, of the happening of any event of
     which it has  knowledge  as a result  of which the  Prospectus,  as then in
     effect, includes an untrue statement of a material fact or omits to state a
     material  fact  required  to be stated  therein  or  necessary  to make the
     statements  therein not misleading in the light of the  circumstances  then
     existing,  and the Company shall  prepare and file a curative  amendment or
     curative supplement under Section 5(a) as quickly as commercially  possible
     and the period beginning on the date of notice until the curative amendment
     is effective or curative  supplement is provided to the Purchaser  shall be
     deemed a Suspension  Period and the Company shall  compensate the Purchaser
     as set forth in Section 3(j) herein;

          (f) as promptly as  practicable  after  becoming  aware of such event,
     notify the Purchaser  (or, in the event of an  underwritten  offering,  the
     managing  underwriters)  of the  issuance  by the  Commission  or any state
     authority of any stop order or other suspension of the effectiveness of the
     Registration  Statement at the earliest  possible  time and take all lawful
     action to effect the  withdrawal,  rescission or removal of such stop order
     or other suspension;

          (g)  take  all such  other  lawful  actions  reasonably  necessary  to
     expedite and facilitate the disposition by the Purchaser of its Registrable
     Securities in accordance with the intended methods therefor provided in the
     Prospectus   which  are   customary   for  issuers  to  perform  under  the
     circumstances;

          (h) in the event of an  underwritten  offering,  promptly  include  or
     incorporate in a prospectus  supplement or post-effective  amendment to the
     Registration  Statement  such  information  as  the  managing  underwriters
     reasonably  agree should be included  therein and to which the Company does
     not  reasonably  object and make all  required  filings of such  prospectus
     supplement or  post-effective  amendment as soon as practicable after it is
     notified of the matters to be included or  incorporated  in such prospectus
     supplement or post-effective amendment; and

          (i) maintain a transfer agent for its Common Stock.

          Section 6.  Indemnification.

          (a) The Company  agrees to indemnify  and hold  harmless the Purchaser
     and each person,  if any, who controls the Purchaser  within the meaning of
     the  Securities Act (the Purchaser and each person who controls a Purchaser
     is defined to be a "Distributing  Purchaser")  against any losses,  claims,
     damages or liabilities,  joint or several (which shall, for all purposes of
     this  Agreement,  include,  but not be limited to, all reasonable  costs of
     defense and investigation and all reasonable attorneys' fees), to which the
     Distributing  Purchaser may become  subject,  under the  Securities  Act or
     otherwise,  insofar as such  losses,  claims,  damages or  liabilities  (or
     actions  in  respect  thereof)  arise out of or are based  upon any  untrue
     statement or alleged untrue statement of any material fact contained in the
     Registration  Statement,   or  any  related  preliminary  prospectus,   the
     Prospectus or amendment or supplement thereto, or arise out of or are based
     upon the

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<PAGE>

     omission or alleged  omission to state  therein a material fact required to
     be  stated  therein  or  necessary  to  make  the  statements  therein  not
     misleading;  provided,  however, that the Company will not be liable in any
     such case to the extent  that any such  loss,  claim,  damage or  liability
     arises  out of or is based  upon an  untrue  statement  or  alleged  untrue
     statement  or  omission  or  alleged  omission  made  in  the  Registration
     Statement,   preliminary   prospectus,   the  Prospectus  or  amendment  or
     supplement  thereto in  reliance  upon,  and in  conformity  with,  written
     information  furnished  to  the  Company  by  the  Distributing   Purchaser
     specifically  for use in the preparation  thereof.  This Section 6(a) shall
     not inure to the benefit of any Distributing  Purchaser with respect to any
     person  asserting such loss,  claim,  damage or liability who purchased the
     Registrable  Securities  which are the subject thereof if the  Distributing
     Purchaser failed to send or give a copy of the Prospectus to such person at
     or prior to the  written  confirmation  to such  person of the sale of such
     Registrable  Securities,  where the Distributing Purchaser was obligated to
     do so under the  Securities  Act or the rules and  regulations  promulgated
     thereunder.  This indemnity  agreement will be in addition to any liability
     which the Company may otherwise have. No Purchaser,  or person who controls
     the  Purchaser,  found guilty of fraudulent  misrepresentation  (within the
     meaning of  Section  11(f) of the  Securities  Act)  shall be  entitled  to
     contribution  from  any  person  who was  not  guilty  of  such  fraudulent
     misrepresentation.

          (b) Each Distributing Purchaser agrees that it will indemnify and hold
     harmless the Company, and each officer,  director of the Company or person,
     if any, who controls the Company within the meaning of the Securities  Act,
     against any losses,  claims,  damages or liabilities  (which shall, for all
     purposes of this Agreement,  include, but not be limited to, all reasonable
     costs of defense and investigation  and all reasonable  attorneys' fees) to
     which the Company or any such officer,  director or controlling  person may
     become  subject  under the  Securities  Act or  otherwise,  insofar as such
     losses,  claims,  damages or  liabilities  (or actions in respect  thereof)
     arise out of or are based  upon any  untrue  statement  or  alleged  untrue
     statement of any material fact contained in the Registration  Statement, or
     any  related  preliminary  prospectus,   the  Prospectus  or  amendment  or
     supplement  thereto,  or arise out of or are based upon the omission or the
     alleged  omission to state  therein a material  fact  required to be stated
     therein or necessary to make the statements therein not misleading,  but in
     each case only to the extent that such untrue  statement or alleged  untrue
     statement  or omission  or alleged  omission  was made in the  Registration
     Statement,   preliminary   prospectus,   the  Prospectus  or  amendment  or
     supplement  thereto in  reliance  upon,  and in  conformity  with,  written
     information  furnished  to  the  Company  by  such  Distributing  Purchaser
     specifically for use in the preparation  thereof.  This indemnity agreement
     will be in addition to any liability which the  Distributing  Purchaser may
     otherwise  have.  Notwithstanding  anything  to the  contrary  herein,  the
     Distributing  Purchaser shall not be liable under this Section 6(b) for any
     amount in excess of the gross proceeds to such Distributing  Purchaser as a
     result of the sale of Registrable  Securities  pursuant to the Registration
     Statement. If the Company, or any officer,  director or person who controls
     the Company is guilty of fraudulent  misrepresentation  (within the meaning
     of Section 11(f) of the  Securities  Act) such person shall not be entitled
     to  contribution  from any  person  who was not  guilty of such  fraudulent
     misrepresentation.

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<PAGE>

          (c) Promptly after receipt by an indemnified  party under this Section
     6 of notice of the commencement of any action, such indemnified party will,
     if a claim in respect thereof is to be made against the indemnifying  party
     under this  Section 6, notify the  indemnifying  party of the  commencement
     thereof;  but the  omission  so to notify the  indemnifying  party will not
     relieve the indemnifying  party from any liability which it may have to any
     indemnified party except to the extent of actual prejudice  demonstrated by
     the  indemnifying  party.  In case any such  action is brought  against any
     indemnified   party,  and  it  notifies  the  indemnifying   party  of  the
     commencement   thereof,   the  indemnifying   party  will  be  entitled  to
     participate in, and, to the extent that it may wish, jointly with any other
     indemnifying party similarly notified,  assume the defense thereof, subject
     to the  provisions  herein  stated and after  notice from the  indemnifying
     party to such  indemnified  party of its  election so to assume the defense
     thereof,  the  indemnifying  party  will not be liable to such  indemnified
     party  under this  Section 6 for any legal or other  expenses  subsequently
     incurred by such  indemnified  party in connection with the defense thereof
     other than reasonable costs of investigation, unless the indemnifying party
     shall not pursue the action to its final conclusion.  The indemnified party
     shall have the right to employ  separate  counsel in any such action and to
     participate  in (but not  control)  the defense  thereof,  but the fees and
     expenses of such  counsel  shall not be at the expense of the  indemnifying
     party if the indemnifying  party has assumed the defense of the action with
     counsel  reasonably  satisfactory to the  indemnified  party unless (i) the
     employment of such counsel has been  specifically  authorized in writing by
     the  indemnifying  party,  or (ii) the  named  parties  to any such  action
     (including any impleaded  parties)  include both the indemnified  party and
     the indemnifying party and the indemnified party shall have been advised by
     such  counsel  in  writing  that  there may be one or more  legal  defenses
     available to the indemnifying  party different from or in conflict with any
     legal  defenses which may be available to the  indemnified  party (in which
     case the indemnifying  party shall not have the right to assume the defense
     of such action on behalf of the  indemnified  party,  it being  understood,
     however, that the indemnifying party shall, in connection with any one such
     action or separate but substantially similar or related actions in the same
     jurisdiction  arising out of the same general allegations or circumstances,
     be liable only for the reasonable fees and expenses of one separate firm of
     attorneys  for the  indemnified  party,  which firm shall be  designated in
     writing by the indemnified  party).  No settlement of any action against an
     indemnified  party shall be made without the prior  written  consent of the
     indemnified party, which consent shall not be unreasonably withheld.

          (d)  All  fees  and  expenses  of  the  indemnified  party  (including
     reasonable costs of defense and  investigation in a manner not inconsistent
     with this Section and all reasonable attorneys' fees and expenses) shall be
     paid to the indemnified party, as incurred, within ten (10) Trading Days of
     written  notice  thereof  to the  indemnifying  party;  provided,  that the
     indemnifying  party may require  such  indemnified  party to  undertake  to
     reimburse all such fees and expenses to the extent it is finally judicially
     determined that such indemnified  party is not entitled to  indemnification
     hereunder.

          Section 7.  Contribution.  In order to provide for just and  equitable
contribution  under the Securities Act in any case in which (i) the  indemnified
party  makes a claim for  indemnification  pursuant  to  Section 6 hereof but is
judicially determined (by the entry of a final judgment or

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<PAGE>

decree by a court of competent jurisdiction and the expiration of time to appeal
or the denial of the last right of appeal) that such  indemnification may not be
enforced in such case  notwithstanding  the fact that the express  provisions of
Section 6 hereof provide for  indemnification in such case, or (ii) contribution
under the Securities Act may be required on the part of any  indemnified  party,
then the Company and the applicable  Distributing  Purchaser shall contribute to
the  aggregate  losses,  claims,  damages  or  liabilities  to which they may be
subject (which shall,  for all purposes of this Agreement,  include,  but not be
limited to, all reasonable costs of defense and investigation and all reasonable
attorneys'  fees), in either such case (after  contribution  from others) on the
basis of relative fault as well as any other relevant equitable  considerations.
The relative  fault shall be  determined  by reference  to, among other  things,
whether  the  untrue or  alleged  untrue  statement  of a  material  fact or the
omission or alleged  omission to state a material  fact  relates to  information
supplied by the Company on the one hand or the applicable Distributing Purchaser
on the other  hand,  and the  parties'  relative  intent,  knowledge,  access to
information  and  opportunity  to correct or prevent such statement or omission.
The Company and the  Distributing  Purchaser agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation or by any other method of  allocation  which does not take account of
the equitable  considerations  referred to in this Section 7. The amount paid or
payable by an indemnified  party as a result of the losses,  claims,  damages or
liabilities (or actions in respect thereof)  referred to above in this Section 7
shall be deemed to include any legal or other  expenses  reasonably  incurred by
such  indemnified  party in connection with  investigating or defending any such
action or claim.  No person guilty of fraudulent  misrepresentation  (within the
meaning  of  Section  11(f)  of  the  Securities   Act)  shall  be  entitled  to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation.

          Notwithstanding  any other  provision  of this  Section 7, in no event
shall any (i)  Purchaser be required to undertake  liability to any person under
this  Section 7 for any  amounts  in excess  of the  dollar  amount of the gross
proceeds  to be  received  by the  Purchaser  from the  sale of the  Purchaser's
Registrable  Securities  (after  deducting any fees,  discounts and  commissions
applicable  thereto)  pursuant to any  Registration  Statement  under which such
Registrable  Securities are or were to be registered  under the Securities  Act,
and (ii) underwriter be required to undertake  liability to any person hereunder
for any  amounts  in  excess  of the  aggregate  discount,  commission  or other
compensation  payable  to  such  underwriter  with  respect  to the  Registrable
Securities  underwritten  by it and  distributed  pursuant  to the  Registration
Statement.

          Section  8.  Notices.  All  notices,  demands,   requests,   consents,
approvals,  and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein,  shall be delivered as set forth
in the Purchase Agreement.

          Section 9.  Assignment.  Neither this  Agreement nor any rights of the
Purchaser or the Company  hereunder may be assigned by either party to any other
person.  Notwithstanding  the foregoing,  the rights granted the Purchaser under
this  Agreement  may only be  assigned  to an  entity  that:  (i) has  purchased
substantially all of the Registrable Securities (or the rights thereto) from the
Purchaser in accordance with the terms and conditions of the Purchase Agreement,
and (ii)has agreed in writing to be bound by the terms of this Agreement.

                                       9
<PAGE>

          Section 10. Counterparts/Facsimile.  This Agreement may be executed in
two or more counterparts, each of which shall constitute an original, but all of
which, when together shall constitute but one and the same instrument, and shall
become  effective when one or more  counterparts  have been signed by each party
hereto and delivered to the other party.  In lieu of the  original,  a facsimile
transmission  or copy of the original  shall be as effective and  enforceable as
the original.

          Section 11. Remedies and  Severability.  The remedies provided in this
Agreement are cumulative  and not exclusive of any remedies  provided by law. If
any term,  provision,  covenant or  restriction  of this  Agreement is held by a
board of arbitration or court of competent jurisdiction to be invalid,  illegal,
void or  unenforceable,  the remainder of the terms,  provisions,  covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected,  impaired or  invalidated,  and the parties hereto shall use
their best efforts to find and employ an  alternative  means to achieve the same
or substantially the same result as that  contemplated by such term,  provision,
covenant  or  restriction.  It is  hereby  stipulated  and  declared  to be  the
intention of the parties  that they would have  executed  the  remaining  terms,
provisions,  covenants and restrictions  without including any of those that may
be hereafter declared invalid, illegal, void or unenforceable.

          Section 12. Conflicting  Agreements.  The Company shall not enter into
any  agreement  with respect to its  securities  that is  inconsistent  with the
rights granted to the purchasers of Registrable  Securities in this Agreement or
otherwise  prevents  the  Company  from  complying  with all of its  obligations
hereunder.

          Section 13. Headings. The headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.

          Section 14.  Governing  Law. This  Agreement  shall be governed by and
construed in  accordance  with the laws of the State of New York  applicable  to
contracts  made in New York by persons  domiciled  in New York City and  without
regard to its  principles of conflicts of laws. Any action may be brought as set
forth  in the  Purchase  Agreement.  The  Company  and the  Purchaser  agree  to
exclusively  submit themselves to the in personam  jurisdiction of the state and
federal courts  situated  within the Southern  District of the State of New York
with regard to any controversy arising out of or relating to this Agreement. Any
party shall have the right to seek injunctive relief from any court of competent
jurisdiction in any case where such relief is available.  Any dispute under this
Agreement  shall be submitted  to  arbitration  under the  American  Arbitration
Association  (the  "AAA") in New York City,  New York,  and shall be finally and
conclusively  determined by the decision of a board of arbitration consisting of
three (3)  members  (hereinafter  referred  to as the  "Board  of  Arbitration")
selected as according to the rules  governing the AAA. The Board of  Arbitration
shall meet on  consecutive  business days in New York City,  New York, and shall
reach and  render a  decision  in writing  (concurred  in by a  majority  of the
members of the Board of Arbitration)  with respect to the amount,  if any, which
the losing  party is  required  to pay to the other  party in respect of a claim
filed.  In connection  with  rendering its  decisions,  the Board of Arbitration
shall  adopt  and  follow  the laws of the  State  of New  York.  To the  extent
practical,  decisions of the Board of Arbitration shall be rendered no more than
thirty (30) calendar days following  commencement  of  proceedings  with respect
thereto.  The Board of  Arbitration  shall  cause  its  written  decision  to be
delivered to all parties involved in the dispute. The Board of Arbitration

                                       10
<PAGE>

shall be  authorized  and is  directed to enter a default  judgment  against any
party refusing to participate in the arbitration  proceeding  within thirty days
of any  deadline  for such  participation.  Any  decision  made by the  Board of
Arbitration  (either  prior to or  after  the  expiration  of such  thirty  (30)
calendar day period)  shall be final,  binding and  conclusive on the parties to
the dispute,  and entitled to be enforced to the fullest extent permitted by law
and entered in any court of competent  jurisdiction.  The prevailing party shall
be awarded its costs,  including  attorneys' fees, from the non-prevailing party
as part of the  arbitration  award.  Any  party  shall  have  the  right to seek
injunctive  relief from any court of  competent  jurisdiction  in any case where
such relief is available.  The prevailing party in such injunctive  action shall
be awarded its costs, including attorney's fees, from the non-prevailing party.

                            [SIGNATURE PAGE FOLLOWS]

                                       11
<PAGE>

                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]



          IN WITNESS WHEREOF,  the parties hereto have caused this  Registration
Rights Agreement to be duly executed, on this __ day of March, 2002

                                             eMAGIN CORPORATION, INC.



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

                                             NORTHWIND ASSOCIATES, INC.



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

                                       12

</TEXT>
</DOCUMENT>
