Exhibit 10.3


           AMENDMENT NO. 5 TO THE SECURED CONVERTIBLE PROMISSORY NOTES

          AMENDMENT  NO. 5 TO THE  SECURED  CONVERTIBLE  PROMISSORY  NOTES (this
"Agreement"),  dated as of December 20, 2002, by and between eMAGIN CORPORATION,
a Delaware  corporation  (the  "Borrower")  and Mr.  Mortimer D.A.  Sackler (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, and the Subscription  Agreements dated January
14,  2002  (collectively,  the  "Purchase  Agreements")  pursuant to which three
Secured  Convertible  Promissory  Notes were issued in the  aggregate  principal
amount of  $1,200,000  (collectively  the  "Notes",  and each  individually  the
"Note").  All  capitalized  terms used herein and not otherwise  defined  herein
shall have the respective meanings provided to such terms in the Notes.

                              W I T N E S S E T H :


          WHEREAS,  the parties  wish to amend each 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 THE NOTES

          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 each 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.

          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.


<PAGE>

          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  Notes  and all  references  to the  Notes  pursuant  to the  Note  Purchase
Agreements  and the other  documents  referenced  therein  shall be deemed to be
references  to the Notes 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 Notes, the Note Purchase  Agreements 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
<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:




                                             -----------------------------------
                                             MORTIMER D.A. SACKLER