ex108.htm


    
    

     

    Exhibit
10.8

     

     

     

     

    
      	 	 	 	
               

            
	 	 	 	International
      Business Machines Corporation 
	 	 	 	Hudson Valley
      Research Park
	 	 	 	
              2070
      Route 52

              Hopewell
      Junction, NY 12533-6531

            


    

     

     

     

    Mr. Gary
Jones

    President
and Chief Executive Officer

    eMagin
Corporation

    Hudson
Valley Research Park

    2070
Route 52

    
      	Hopewell Junction,
      NY 12533-6531	 	 	May 28,
    2002


    

     

    Subject :
Third Amendment to the Lease executed on May 28, 1999, between International
Business Machines Corporation (IBM) and eMagin Corporation

     

    Dear Mr.
Jones:

     

    This
letter, upon your signed acceptance, amends the above referenced Lease between
IBM and eMagin Corporation for space located at the Hudson Valley Research Park
in Hopewell Junction, New York. The Lease shall be amended as
follows:

     

    Replace
"EXHIBIT Al", dated 07-02-99 in its entirety with "EXHIBIT Al," effective date
06-01-02. 

     

    Replace
"EXHIBIT A2', dated 01-15-99 in its entirety with "EXHIBIT A2," effective date
06-01-02. 

     

    Replace
"EXHIBIT A3", dated 01-15-99 in its entirety with "EXHIBIT A3," effective date
06-01-02. 

     

    Replace
"SCHEDULE A", dated 06-01-99 in its entirety with "SCHEDULE A" effective date
06-01-02. 

     

    Replace
"SCHEDULE B", dated 06-01-99 in its entirety with "SCHEDULE Et" effective date
06-02-02.

     

    Except as
amended herein, all the terms and conditions of the Lease shall remain in full
force and in effect. Please indicate your acceptance by signing two (2) copies
of this letter and returning them to IBM for counter signature. Thank
you.

     

    Accepted and agreed to:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	INTERNATIONAL
      BUSINESS	 	 	eMagin
      CORPORATION	 
	MACHINES
      CORPORATION	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	By:	
                                            /s/
      Raymond J. Wagner

                                          	 	 	By: 	
                                            /s/ Gary
      Jones

                                          	 
	 	
                                            Raymond
      J. Wagner

                                          	 	 	 	
                                            Gary
      Jones

                                          	 
	 	
                                            Senior
      Program Manager

                                          	 	 	 	
                                            President
      and Chief Executive Officer

                                          	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Date:	06/05/02	 	 	Date: 	June
      5, 2002	 


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
 

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    SCHEDULE
A

     

    eMagin
CORPORATION

     

    BASE
RENT COMPUTATION SCHEDULE


     

    
      
        	 	 	 	 	
                 

              	
                Effective
      06/01/02 

              
	 	 	 	 	 	 
	
                Space
      Type

              	
                Net

                Productive

                Sq. Ft.

              	This
      
Amendment	
                Rate

                $/NPSF

              	
                Annual

                Base Rent

              	 
	 	 	 	 	 	 
	
                Wet

              	
                 3004

              	
                 -3004

              	
                 $22.00

              	
                 $0.00

              	 
	 	 	 	 	 	 
	
                Dry 

              	
                 7691

              	
                 0

              	
                 $18.00

              	
                 $138,438.00

              	 
	 	 	 	 	
                 

              	 
	
                Office 

              	
                 11209

              	
                 -1997

              	
                 $15.00

              	
                 $138,180.00

              	 
	 	 	 	 	 	 
	
                Clean 

              	
                 16316

              	
                 0

              	
                 $30.00

              	
                 $489,480.00

              	 
	
                 

              	 	 	 	 	 
	
                Storage 

              	
                 9727

              	
                 5001

              	
                 $5.00

              	
                 $73,640.00

              	 
	 	 	 	 	
                 

              	
                 Net Prod.
      Rent

              
	
                Total Sq.
      Ft. 

              	
                 47,947.00

              	
                 0

              	 	
                 $839,738.00

              	
                 $ per
      Year

              
	 	 	 	 	
                 

              	 
	 	
                 New Total Sq.
      Ft

              	
                 47,947.00

              	 	 	 
	 	 	 	 	 	 
	 Amortized Loan
      Payment	 	 	
                $47,231.76 

              	 
	 	 	 	 	 	 
	
                 $155,000
      Fit-up cost at 18.0% at a 5 yr term7

                ( See Schedule-E )

              	 	 	
                 $888,969.76

              	Total Rent
      Charge 
	 	 	 	 	
                $73,914.15 

              	Rent $ per
      Mo. 
	 	 	 	 	 	 
	 	 	 	 	
                 $18.50:

              	
                per Sq.
      Ft. per Yr.

                Avg.
Rent 

              


      

    

     

    Deriving
Net Rentable Basis

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              Building

                                              Number

                                            	
                                              Net
      

                                              Productive

                                              Sq. Ft. 

                                            	
                                               

                                              NP
      to NR 

                                              Factor

                                            	
                                               

                                              Net
      

                                              Rentable

                                              Sq. Ft.

                                            	 	
                                              Net
      Rentable

                                              Delta
  (Sq.Ft.)

                                            
	
                                              310

                                            	
                                              10352

                                            	
                                              1.26

                                            	
                                              13043.52

                                            	 
      	
                                              2692

                                            
	
                                              320

                                            	
                                              0

                                            	
                                              1.27

                                            	
                                              0

                                            	 
      	
                                              0

                                            
	
                                              321

                                            	
                                              0

                                            	 
      	
                                              0

                                            	 
      	
                                              0

                                            
	
                                              330

                                            	
                                              28991

                                            	
                                              1.26

                                            	
                                              36528.66

                                            	 
      	
                                              7538

                                            
	
                                              334

                                            	
                                              8604

                                            	
                                                1.47

                                            	
                                              12647.88

                                            	 
      	
                                              4044

                                            
	640	 0	 	

                                              0

                                            	 	

                                              0

                                            
	Total     	
                                                      47,947.00

                                            	 
      	
                                              62,220

                                            	 
      	
                                              14,273

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        	BOMA Formula
      for Net Productive to Net Rentable	 	 	 Date
      05/24/02
	 	 	 	 	 
	
                Building
      Rentable

              	 = Bulding Net
      Rentable	
                 Example

              	
                 475000

              	 =
    1.55
	
                Building Net Productive 

              	 	
                 308300

              
	 	 	 	 	 


      

    

    
       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        
        

      

    

    SCHEDULE
B

     

    eMagin
CORPORATION

     

    BASE
RENT PAYMENT SCHEDULE

    Effective
Date

     

    06/01/02

    
      
        	 
      	 
      	
                1999

              	
                2000

              	
                2001

              	 
      	
                2002

              	
                2003

              	
                2004

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                January

              	 
      	
                $70,589.25

              	
                $79,833.98

              	
                $79,833.98

              	 
      	
                $79,833.98

              	
                $73,914.15

              	
                $73,914.15

              
	
                February

              	 
      	
                $70,589.25

              	
                $79,833.98

              	
                $79,833.98

              	 
      	
                $79,833.98

              	
                $73,914.15

              	
                $73,914.15

              
	
                March

              	 
      	
                $70,589.25

              	
                $79,833.98

              	
                $79,833.98

              	 
      	
                $79,833.98

              	
                $73,914.15

              	
                $73,914.15

              
	
                April

              	 
      	
                $70,589.25

              	
                $79,833.98

              	
                $79,833.98

              	 
      	
                $79,833.98

              	
                $73,914.15

              	
                $0.00

              
	
                May

              	
                1

              	
                $70,589.25

              	
                $79,833.98

              	
                $79,833.98

              	 
      	
                $79,833.98

              	
                $73,914.15

              	
                $0.00

              
	
                June

              	
                1

              	
                $71,308.31

              	
                $79,833.98

              	
                $79,833.98

              	
                2

              	
                $73,914.15

              	
                $73,914.15

              	
                $0.00

              
	
                July

              	 
      	
                $71,308.31

              	
                $79,833.98

              	
                $79,833.98

              	 
      	
                $73,914.15

              	
                $73914.15

              	
                $0.00

              
	
                Aug

              	 
      	
                $79,833.98

              	
                $79,833.98

              	
                $79,833.98

              	 
      	
                $73,914.15

              	
                $73,914.15

              	
                $0.00

              
	
                September

              	 
      	
                $79,833.98

              	
                $79,833.98

              	
                $79,833.98

              	 
      	
                $73,914.15

              	
                $73,914.15

              	
                $0.00

              
	
                October

              	 
      	
                $79,833.98

              	
                $79,833.98

              	
                $79,833.98

              	 
      	
                $73,914.15

              	
                $73,914.15

              	
                $0.00

              
	
                November

              	 
      	
                $79,833.98

              	
                $79,833.98

              	
                $79,833.98

              	 
      	
                $73,914.15

              	
                $73,914.15

              	
                $0.00

              
	
                December

              	 
      	
                $79,833.98

              	
                $79,833.98

              	
                $79,833.98

              	 
      	
                $73,914.15

              	
                $73,914.15

              	
                $0.00

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Total

              	 
      	
                $894,732.77

              	
                $958,007.76

              	
                $958,007.76

              	 
      	
                $916,568.93

              	
                $886,969.76

              	
                $221,742.44

              


      

    

    
 

    Notes:

     

    1. $8,525.67
Per Mo., credit for 6,254 S/F in B/310, under consturciotn &
unabavaible7

    2. Reclassified
office and lab (5,000 s.f.) to storage space