EMAGIN CORP
AMENDMENT NO. 5 TO CONVERTIBLE PROMISSORY NOTE
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>exh10amend.txt
<DESCRIPTION>AMENDMENT NO. 5 TO CONVERTIBLE PROMISSORY NOTE
<TEXT>
                 AMENDMENT NO. 5 TO CONVERTIBLE PROMISSORY NOTE


          AMENDMENT NO. 5 TO  CONVERTIBLE  PROMISSORY  NOTE (this  "Agreement"),
dated as of June  14,  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 :
                              - - - - - - - - - -


          WHEREAS,  the  Amendment  provides  in Section  1.1  thereof  that the
outstanding  principal amount of the Note shall be payable on June 14, 2002 (the
"Maturity Date");

          WHEREAS,  the parties  hereto are currently  engaging in discussion to
renegotiate certain provisions of the Note;

          WHEREAS,  in order to allow such  discussion  to proceed in an orderly
manner,  the  Borrower  has  requested  and the  Lender has agreed to extend the
Maturity Date and amend the Note as set out herein;

          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 Section 1 of the Note
is hereby amended by deleting "June 14, 2002" and inserting in the place of such
deletion "June 17, 2002"


                                   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


<PAGE>

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.

          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.



                                    * * * * *


<PAGE>


          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:








</TEXT>
</DOCUMENT>
