EMAGIN CORP
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>feb28-8kex104.txt
<TEXT>
           AMENDMENT NO. 7 TO THE SECURED CONVERTIBLE PROMISSORY NOTE


     AMENDMENT  NO.  7  TO  THE  SECURED   CONVERTIBLE   PROMISSORY  NOTE  (this
"Agreement"),  dated as of March 5, 2003, by and between eMAGIN  CORPORATION,  a
Delaware corporation (the "Borrower") and Ginola Limited, an Isle of Man company
(assignee  of Rainbow  Gate  Corporation)  (the  "Lender"),  each a party to the
Secured Note Purchase Agreement entered into as of November 27, 2001, as amended
by the Omnibus  Amendment,  Waiver and Consent  Agreement dated January 14, 2002
(the "Purchase  Agreement")  pursuant to which a Secured Convertible  Promissory
Note  was  issued  in  the  principal  amount  of  $300,000  (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;

     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  "March 31,  2003"
from such section and inserting "June 30, 2003" in the place of such deletion.


                                   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.



<PAGE>
     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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<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: /s/ Gary W. Jones
                                                            Name:  Gary W. Jones
                                                           Title: President




                                                              LENDER:

                                                              GINOLA LIMITED




                                                       By: /s/ Emma De St. Croix
                                                         Name: Emma De St. Croix
                                                       Title: Alternate Director





</TEXT>
</DOCUMENT>
