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                                                                   EXHIBIT 10.35

THIS AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND IS A "RESTRICTED
SECURITY" AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT. THE NOTE MAY NOT BE
SOLD OR OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT (i) IN CONJUNCTION WITH
AN EFFECTIVE REGISTRATION STATEMENT FOR THE NOTE UNDER THE ACT OR (ii) IN
COMPLIANCE WITH RULE 144 OR ANOTHER EXEMPTION FROM THE ACT.

                           PRINCETON VIDEO IMAGE, INC.
                AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE

$5,000,000                                             Lawrenceville, New Jersey
                                                               February 18, 2003

      This Amended and Restated Convertible Promissory Note (the "Convertible
Note") amends and restates in full the Convertible Promissory Note dated June
25, 2002 issued by Princeton Video Image, Inc., a Delaware corporation
("Maker"), to PVI Holding, LLC, a Delaware limited liability company ("Payee"),
and shall be deemed to be a renewal and extension of such Convertible Promissory
Note within the meaning of the definition of "Convertible Debt" as defined in
Section 1 of the Note Purchase and Security Agreement dated as of June 25, 2002
between Maker and Payee (the "June Note Purchase Agreement").

      1. Obligation. Maker promises to pay to the order of Payee the principal
sum of Five Million Dollars ($5,000,000), plus interest at the rate specified
herein. The unpaid principal from time to time outstanding shall bear interest
prior to maturity at an annual rate of interest equal to 10% per annum. Interest
hereon shall be compounded semi-annually based on the actual number of days
elapsed from June 25, 2002.

      2. Maturity Date. The unpaid principal balance of this Convertible Note
and all accrued interest thereon (together, the "Convertible Debt") shall be due
and payable in arrears in full on July 31, 2003 or, at the option of Payee, such
later date on or before July 31, 2005 as Payee shall specify in writing to Maker
on or before June 30, 2003 (either date, the "Maturity Date").

      3. Conversion.

            (a) By Payee. Upon the terms set forth in this Section 3(a), Payee
shall have the right, at its option, at any time prior to Maker's repayment of
this Convertible Note, to convert the Convertible Debt, in whole or in part,
into the number of fully paid and nonassessable shares of Maker's common stock
equal to the quotient obtained by dividing the Convertible Debt by the
Conversion Price (as defined below). Payee may exercise the conversion right
pursuant to Section 3(a) by delivering to Maker, at the address set forth below,
written notice stating that Payee elects to convert the Convertible Debt and
stating the name or names (with address) in which the certificate or
certificates for the shares of common stock are to


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be issued. Conversion shall be deemed to have been effected on the date when
such delivery is made (the "Effective Date"). As promptly as practicable
thereafter, Maker shall issue and deliver to Payee, to the place designated by
Payee, a certificate or certificates for the number of full shares of common
stock to which Payee is entitled and cash in payment of the portion of the
Convertible Debt represented by any fractional interest in a share of common
stock and a new convertible promissory note representing any portion of this
Convertible Note not so converted. The person in whose name the certificate or
certificates for common stock are to be issued shall be deemed to have become a
holder of record of such common stock on the Effective Date unless the transfer
books of Maker are closed on that date, in which event such person shall be
deemed to have become a stockholder of record on the next succeeding date on
which the transfer books are open, but the Conversion Price shall be that in
effect on the Effective Date. As promptly as practicable following the Effective
Date, and upon receipt of a new convertible note, if applicable, Payee shall
deliver to Maker this Convertible Note marked "Cancelled", provided, however,
that this Convertible Note shall be deemed cancelled and the Convertible Debt
shall cease to be outstanding as of the Effective Date, whether or not this
Convertible Note has been actually delivered to Maker.

            (b) Conversion Price; Adjustment.

                  (i) As used herein, prior to the consummation of the first New
Financing (as hereinafter defined) following the issuance hereof, "Conversion
Price" shall mean $.75, and following the consummation of such New Financing,
"Conversion Price" shall mean $2.50, in each case as adjusted from time to time
pursuant to the provisions hereof.

                  (ii) Upon the happening of an Extraordinary Common Stock Event
(as hereinafter defined), the Conversion Price then in effect shall,
simultaneously with the happening of such Extraordinary Common Stock Event, be
adjusted by multiplying the then effective Conversion Price by a fraction, the
numerator of which shall be the number of shares of common stock outstanding
immediately prior to such Extraordinary Common Stock Event and the denominator
of which shall be the number of shares of common stock outstanding immediately
after such Extraordinary Common Stock Event, and the product so obtained shall
thereafter be the Conversion Price. The Conversion Price, as so adjusted, shall
be readjusted in the same manner upon the happening of any subsequent
Extraordinary Common Stock Event or Events. As used herein, the term
"Extraordinary Common Stock Event" shall mean (A) a subdivision of outstanding
shares of common stock into a greater number of shares of common stock (i.e., a
stock split), (B) a combination of outstanding shares of common stock into a
smaller number of shares of common stock (i.e., a reverse stock split) or (C)
the payment of a dividend in shares of common stock.

            (c) Capital Reorganization or Merger. In the event of any capital
reorganization of Maker, any reclassification of the stock of Maker (other than
a change in par value or from no par value to par value or from par value to no
par value or as a result of a stock dividend or subdivision, split-up or
combination of shares), or any consolidation or merger of Maker, the Convertible
Debt shall, after such reorganization, reclassification, consolidation, or
merger, be convertible into the kind and number of shares of stock or other
securities or property of Maker or of the entity resulting from such
consolidation or surviving such merger to which


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Payee would have been entitled had the Convertible Debt been converted
(immediately prior to the time of such reorganization, reclassification,
consolidation or merger). The provisions of this Section 3(c) shall similarly
apply to successive, reorganizations, reclassifications, consolidations or
mergers. In any such case, appropriate adjustment shall be made in the
application of the provisions of this Section 3(c) with respect to the rights of
Payee after the capital reorganization to the end that the provisions of this
Section 3(c) (including adjustment of the Conversion Price then in effect and
the number of shares issuable upon conversion of the Convertible Debt) shall be
applicable after that event and be as nearly equivalent as practicable.

            (d) New Financing. Notwithstanding anything to the contrary
contained herein, in the event that Maker sells (a "New Financing") any security
(equity, debt or otherwise) of Maker (a "New Security") at any time while this
Convertible Note is outstanding, the Convertible Debt shall, after such New
Financing, be convertible, at the option of Payee, into the kind and number of
shares of the New Security, on such terms and conditions (including any warrants
or other consideration received by the purchasers in the New Financing) as the
New Security is sold in the New Financing, subject to all of the terms of the
New Financing; provided, however, that if the New Security is common stock of
Maker or a security convertible into such common stock, the price per share of
common stock (within the meaning of the rules of the Nasdaq Stock Market or such
other market, exchange or automated quotation system on which Maker's common
stock is then listed or trading as the case may be) at which the Convertible
Debt may be converted into the New Security shall not be less than $0.38 (the
"Minimum Conversion Price). The price of a New Security shall be determined on
the basis of an appropriate allocation of consideration paid by the purchasers
of such New Security between the New Security and other benefits, if any (as
such allocation is determined and reported in Maker's financial statements in
consultation with Maker's outside auditors). Without the consent of Payee, Maker
shall not consummate any New Financing regarding a New Security that is common
stock of Maker or a security convertible into common stock of Maker for less
than the Minimum Conversion Price. If Maker consummates more than one New
Financing during the period that this Convertible Note is outstanding, Payee
shall have the right to convert the Convertible Debt under the terms of any such
New Financings at any time (even if later New Financings were done on different
terms or prices). Notwithstanding anything to the contrary contained herein, as
used herein, the term "New Financing" shall not include the sale or transfer of
securities (i) designated by vote of Maker's board of directors to Maker's
employees, consultants, vendors or others in exchange for services rendered in
the ordinary course of business, (ii) as a result of any stock split, stock
dividend, or reclassification of Maker's common stock, distributed on a pro rata
basis to all holders of Maker's common stock, (iii) as a result of a merger,
consolidation or reorganization approved by Maker's board of directors, or (iv)
in an amount not to exceed, with respect to all issuances in connection with
Strategic Transactions (as hereinafter defined), an aggregate of 500,000 shares
of common stock, including shares of common stock issuable upon the conversion
of other securities, issued as a commercially reasonable inducement to enter
into a Strategic Transaction. The conversion rights set forth in this Section
3(d) are in addition to, and not in substitution for, the rights set forth in
Section 3(a). As used herein, "Strategic Transaction" shall mean a transaction
the main purpose of which, as determined by Maker's Board of Directors, is to
generate material sales revenue for Maker (and not for the purpose of raising
equity or other financing).


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            (e) Notice.

                  (i) If Maker shall propose to take any action of the types
described in Sections 3(b) or 3(c) above, Maker shall give notice to Payee which
shall specify the record date, if any, with respect to any such action and the
date on which such action is to take place. Such notice shall also set forth
such facts with respect thereto as shall be reasonably necessary to indicate the
effect of such action (to the extent such effect may be known at the date of
such notice) on the Conversion Price and the number, kind or class of shares or
other securities or property which shall be deliverable or purchasable upon the
occurrence of such action or deliverable upon conversion of the Convertible
Debt. In the case of any action which would require the fixing of a record date,
such notice shall be given at least ten (10) days prior to the date so fixed,
and in case of all other action, such notice shall be given at least ten (10)
days prior to the taking of such proposed action. Failure to give such notice,
or any defect therein, shall not affect the legality or validity of any such
action.

            (ii) If Maker shall propose to enter into a New Financing as
described in Section 3(d) above, Maker shall give notice to Payee which shall
specify the terms and conditions of such New Financing including, without
limitation, the number, kind or class of shares or other securities or property
which shall be deliverable or purchasable in the New Financing, the nature of
the transfer, the sale price and the type of consideration to be paid. Such
notice shall be given at least ten (10) days prior to the closing of the New
Financing; provided, however, that the failure to give such notice, or any
defect therein, shall not delay such closing or affect the legality or validity
of the actions taken at such closing.

            (f) Reservation of Common Stock and New Securities. Maker shall
reserve, and at all times from and after the date hereof keep reserved, free
from preemptive rights, out of its authorized but unissued shares of common
stock, solely for the purpose of effecting the conversion of the Convertible
Debt, sufficient number of shares of common stock to provide for the conversion
of the Convertible Debt pursuant to Section 3(a) hereof. Following the
consummation of any New Financing, Maker shall reserve, and at all times from
and after the date thereof keep reserved, free from preemptive rights, out of
its authorized but unissued shares of the applicable New Security, solely for
the purpose of effecting the conversion of the Convertible Debt, sufficient
number of shares of such New Security to provide for the conversion of the
Convertible Debt pursuant to Section 3(d) hereof.

      4. Prepayment. Maker may prepay the Convertible Debt, in whole or in part,
without premium or penalty of any kind, at any time; provided, however, that
Maker gives Payee thirty (30) days prior notice of its intent to prepay and
Payee shall retain the option to convert the Convertible Debt in accordance with
Section 3 during such thirty (30) day period. Such prepayments shall be applied
to principal or interest at the election of Maker.

      5. Event of Default.

            (a) The occurrence of any of the following (whatever the reason for
such occurrence and whether it shall be voluntary or involuntary or be effected
by operation of law or


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pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any government body) shall constitute an "Event of Default" under
this Convertible Note:

                  (i) Maker fails to pay any or all of the Convertible Debt on
the Maturity Date;

                  (ii) Maker fails to comply with any provision of this
Convertible Note, the June Note Purchase and Security Agreement, or the Note
Purchase and Security Agreement, dated February 18, 2003, among Maker, Presencia
en Medios, S.A. de C.V. ("Presencia") and Payee, as creditor and collateral
agent (the "February Note Purchase Agreement") and such failure is not cured
within thirty (30) days of notice of such breach, provided that if such failure
cannot reasonably be cured within such thirty (30) days period, such period
shall be extended for thirty (30) days so long as Maker is diligently pursuing a
cure;

                  (iii) Maker commences any voluntary proceeding under any
bankruptcy, reorganization, arrangement, insolvency, readjustment of debt,
receivership, dissolution or liquidation law or statute, of any jurisdiction,
whether now or subsequently in effect; or Maker is adjudicated insolvent or
bankrupt by a court of competent jurisdiction; or Maker petitions or applies
for, acquiesces in, or consent to, the appointment of any receiver or trustee of
Maker or for all or substantially all of its property or assets; or Maker makes
an assignment for the benefit of its creditors; or Maker admits in writing its
inability to pay its debts as they mature;

                  (iv) There is commenced against Maker any proceeding relating
to Maker under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, receivership, dissolution or liquidation law or statute,
of any jurisdiction, whether now or subsequently in effect, and the proceeding
remains undismissed for a period of sixty (60) days or Maker by any act
indicates its consent to, approval of, or acquiescence in, the proceeding; or a
receiver or trustee is appointed for Maker or for all or substantially all of
its property or assets, and the receivership or trusteeship remains undischarged
for sixty (60) days; or

                  (v) An Event of Default (as defined therein) occurs under any
convertible promissory note issued by Maker pursuant to the February Note
Purchase Agreement.

            (b) Except as provided for in the intercreditor agreement, dated as
of the date hereof, between Payee and Presencia (the "Intercreditor Agreement"),
upon an Event of Default (other than an Event of Default specified in clause
(iii) or (iv) above) Payee may, at Payee's option and without notice, declare
all of the Convertible Debt to be due and payable immediately. Upon an Event of
Default specified in clause (iii) or (iv) above, the Convertible Debt shall
become automatically due and payable immediately without notice or other action
on the part of Payee. Except as provided for in the Intercreditor Agreement,
Payee may waive any default before or after it occurs and may restore this
Convertible Note in full effect without impairing the right to declare it due
for a subsequent default.


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      6. Waiver of Presentment and Notice of Dishonor. Maker and all others who
may at any time be liable hereon in any capacity, jointly and severally, waive
presentment for payment, demand, notice of nonpayment, notice of protest,
protest of this Convertible Note and other notices of any kind.

      7. Taxes and Expenses. Maker shall pay any and all taxes, duties, fees and
other costs arising out of enforcing or converting this Convertible Note or that
may be payable in respect of any issuance or delivery of shares of common stock
or other securities issued or delivered upon conversion of this Convertible
Note.

      8. Transfer. Subject to its compliance with applicable laws, Payee shall
be able to offer, sell, contract to sell or otherwise dispose of this
Convertible Note in full but not in part, provided, that the transferee agrees
to be bound by the terms contained herein and in the Intercreditor Agreement. In
the event of the transfer of this Convertible Note, the term "Payee" as used
herein shall refer to the transferee or the original Payee as the context
requires.

      9. Amendment. Subject to the terms of the Intercreditor Agreement, this
Convertible Note may not be changed orally, but only by an agreement in writing
signed by the parties against whom enforcement of any waiver, change,
modification, or discharge is sought.

      10. Related Agreements. This Convertible Note is subject and entitled to
all of the terms and conditions set forth in the June Note Purchase Agreement
and in the Intercreditor Agreement.

      11. Governing Law. The validity, interpretation and enforcement of this
Convertible Note, whether in contract, tort, equity or otherwise, shall be
governed by the internal laws of the State of New York (without giving effect to
principles of conflicts of law).

      12. Notices. All notices or other communications in connection with this
Convertible Note shall be in writing and shall be considered given when
personally delivered or when mailed by registered or certified mail, postage
prepaid, return receipt requested, or when sent via commercial courier or
telecopier, directed, as follows or to such other address as a party may
designate by notice:

            (a)   If to Payee:

                  PVI Holding, LLC
                  c/o Cablevision Systems Corporation
                  1111 Stewart Avenue
                  Bethpage, New York 11714
                  Attn: General Counsel
                  Facsimile:  (516) 803-2577

                  With copies (which shall not constitute notice) to:

                  Sullivan & Cromwell LLP


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                  125 Broad Street
                  New York, New York 10004
                  Attn: Robert W. Downes
                  Facsimile:  (212) 558-3588

                  and

                  Kramer, Levin, Naftalis & Frankel, LLP
                  919 Third Avenue
                  New York, NY 10022-3852
                  Attn: Peter A. Abruzzese
                  Facsimile:  (212) 715-8000

            (b)   If to Maker:

                  Princeton Video Image, Inc.
                  15 Princess Road
                  Lawrenceville, N.J.  08648
                  Attn: President
                  Facsimile:  (609) 912-0044

                  With a copy (which shall not constitute notice) to:

                  Smith, Stratton, Wise, Heher & Brennan, LLP
                  600 College Road East
                  Princeton, New Jersey 08540
                  Attn: Richard J. Pinto, Esq.
                  Facsimile:  (609) 987-6651

      Each party may, by notice to the other, change the address at which
notices or other communications are to be given to it.

                                    * * * * *


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      IN WITNESS WHEREOF, Maker has caused this Convertible Note to be executed
in its corporate name by the signature of its duly authorized officer.

                                        PRINCETON VIDEO IMAGE, INC.

                                        By: /s/ JAMES GREEN
                                            -------------------------------
                                            James Green
                                            C.O.O.


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