EXHIBIT 10.5


                 AMENDMENT NO. 5 TO CONVERTIBLE PROMISSORY NOTE

          AMENDMENT  NO.  5  TO  SECURED   CONVERTIBLE   PROMISSORY  NOTE  (this
"Agreement"),  dated as of December 23, 2002, by and between eMAGIN CORPORATION,
a Delaware  corporation (the "Borrower") and Jack Rivkin (the "Lender"),  each a
party to the Secured Note Purchase  Agreement  (the "Note  Purchase  Agreement")
entered into as of November 27, 2001 and a Secured  Convertible  Promissory Note
(the "Note") dated November 27, 2001. 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  that Section 1 of the Note
is hereby amended by deleting  "December 31, 2002" and inserting in the place of
such deletion "January 31, 2003."

                                   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 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.
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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.

                                    * * * * *

                                       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:

                                       Jack Rivkin

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