Exhibit 10.4


           AMENDMENT NO. 5 TO THE SECURED CONVERTIBLE PROMISSORY NOTE

          AMENDMENT  NO. 5 TO THE  SECURED  CONVERTIBLE  PROMISSORY  NOTE  (this
"Agreement"),  dated as of December 20, 2002, 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  "December 20,
2002" from such  section and  inserting  "January 31, 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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                                       2
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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:

                                             GINOLA LIMITED




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