THESE
SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”).  THIS WARRANT SHALL NOT
CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL.  THE SECURITIES ARE “RESTRICTED” AND MAY NOT BE RESOLD OR
TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM.

    


    WITHOUT
PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL
APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS
CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR
THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO
OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL February 21, 2011.

    


    Issue
Date:  October 21, 2010

    


    COMMON
STOCK PURCHASE WARRANT

    


    To
Purchase Shares of $0.001 Par Value Common Stock
(“Common Stock”)
of

    


    VUZIX
CORPORATION

    


    THIS
CERTIFIES that, for value received, Kopin Corporation, of Taunton,
MA, USA, upon the terms and subject to the conditions hereinafter set forth, at
any time on or after the Issue Date and on or prior to 8:00 p.m. New York City
Time until the earlier of (i) the later of (a) the Maturity Date and (b) such
time as all payments of outstanding principal and interest have been made to
Lender (as such term is defined in the Promissory Note pursuant to a Revolving
Line of Trade Credit Agreement, dated May 21, 2010); (ii) May 21, 2015 (the
“Termination Date”); or
(iii) five (5) business days after the date when no Advances are outstanding and
either the Lender has declined any further Advances pursuant to Section 2(d) of
the Revolving Line of Credit Agreement or the obligation of Lender to make any
further Advances has terminated or expired. but not thereafter, to subscribe for
and purchase from VUZIX CORPORATION, a Delaware corporation (the “Company”), up to 555,555
shares of Common Stock (the “Warrant Shares”) of the Company at an Exercise Price per
share equal to Cdn$0.12 ( Canadian dollars) per share (as adjusted from time to
time pursuant to the terms hereof any time, the “Exercise Price”).  This
Warrant is being issued in connection with an Amendment to a Revolving Line of
Trade Credit Agreement dated May 21, 2010 entered into between the Company and
the Kopin Corporation increasing the credit line of Credit available to the
Company under a Revolving Line of Credit Agreement between the parties from
$250,000 to $500,000.

     

    
      	
              1.

            	
              Title of
      Warrant.  This Warrant and the rights hereunder may not
      be transferred by the Holder, without the prior written consent of the
      Company.  In the event the Company shall consent to such a
      transfer, then the Holder shall surrender this Warrant in person or by
      duly authorized attorney at the office of the Company, together with (a)
      the Assignment Form annexed hereto properly endorsed, and (b) any other
      documentation reasonably necessary to satisfy the Company that such
      transfer is in compliance with all applicable securities
      laws.  The Company may withhold its consent for any reason or
      for no reason.  The term “Holder” shall refer to
      Kopin Corporation or any subsequent transferee of this
      Warrant.

            


    


    
      
         


      

      
        Page 1 of
11

        
          

        

      

      
         


      

    


    
      	
              2.

            	
              Authorization of
      Shares.  The Company covenants that all shares of Common
      Stock which may be issued upon the exercise of rights represented by this
      Warrant will, upon exercise of the rights represented by this Warrant and
      payment of the Exercise Price as set forth herein will be duly authorized,
      validly issued, fully paid and nonassessable and free from all taxes,
      liens and charges in respect of the issue thereof (other than taxes in
      respect of any transfer occurring contemporaneously with such issue or
      otherwise specified herein).

            


    

     

    
      	
              3.

            	
              Exercise of
      Warrant.

            


    

     

    
      	
              (a)

            	
              The
      Holder may exercise this Warrant, in whole or in part, at any time and
      from time to time on or prior to the Termination Date, by delivering to
      the offices of the Company or any transfer agent for the Common Stock this
      Warrant, together with a Notice of Exercise in the form annexed hereto
      specifying the number of Warrant Shares with respect to which this Warrant
      is being exercised, together with payment to the Company of the Exercise
      Price therefor.

            


    

     

    In the
event that the Warrant is not exercised in full, the number of Warrant Shares
shall be reduced by the number of such Warrant Shares for which this Warrant is
exercised and/or surrendered, and the Company, at its expense, shall within ten
(10) calendar days issue and deliver to the Holder a new Warrant of like tenor
in the name of the Holder or as the Holder (upon payment by Holder of any
applicable transfer taxes) may request, reflecting such adjusted Warrant
Shares.

     

    The
Company shall use its best efforts to deliver the certificates for shares of
Common Stock purchased hereunder to the Holder hereof within ten (10) calendar
days after the date on which this Warrant shall have been exercised as
aforesaid.  The Holder may withdraw its Notice of Exercise at any time
if the Company fails to deliver within ten (10) calendar days the relevant
certificates to the Holder as provided in this Agreement.

     

    
      	
              (b)

            	
              Change in
      Control Transaction.  If at any time there occurs any
      Change in Control Transaction, then the Holder shall be deemed to have
      exercised the entirety of this Warrant immediately prior to the
      effectiveness of such Change in Control Transaction becoming effective or
      immediately prior to the applicable record date thereof, if earlier
      (notwithstanding any restrictions imposed upon the ability of the Holder
      to do so), and the Holder shall be entitled to receive upon or after such
      change in control becoming effective, and upon payment of the Exercise
      Price then in effect, the number of shares or other securities of the
      Company, the number of shares or other securities of any other entity
      and/or any other property which would have been received by the Holder for
      the shares of stock subject to this Warrant had this Warrant been
      exercised immediately prior to such Change in Control Transaction becoming
      effective or immediately prior to the applicable record date thereof, if
      earlier.  “Change in Control
      Transaction” shall mean the occurrence of (x) any consolidation or
      merger of the Company with or into any other corporation or other entity
      or person (whether or not the Company is the surviving corporation)
      (excluding a consolidation or merger in connection with a corporate
      reorganization in which the ultimate beneficial owners of the Company
      before and after such transaction are the same), or (y) any other
      corporate reorganization or transaction or series of related transactions
      in which in excess of 50% of the Company's voting power is transferred
      through a merger, consolidation or similar transaction, or (z) the
      liquidation or distribution to shareholders of the Company of all or
      substantially all of its
assets.

            


    


    
      
         


      

      
        Page 2 of
11

        
          

        

      

      
         


      

    


    
      	
              4.

            	
              No Fractional Shares
      or Scrip.  No fractional shares or scrip representing
      fractional shares shall be issued upon the exercise of this
      Warrant.  In lieu of issuance of a fractional share upon any
      exercise hereunder, the Company will either round up to nearest whole
      number of shares or pay the cash value of that fractional share calculated
      on the basis of the Fair Market Value.  “Fair Market Value” shall
      equal the average closing price of the Common Stock on the principal
      market or exchange on which it is quoted or admitted or listed for trading
      for the 5 trading days preceding the date of determination or, if the
      Common Stock is not quoted, listed or admitted for trading on any market
      or exchange, and the average price cannot be determined as contemplated
      above, the Fair Market Value of the Common Stock shall be as reasonably
      determined in good faith by the Company’s Board of Directors
    .

            


    

     

    
      	
              5.

            	
              Charges, Taxes and
      Expenses.  Issuance of certificates for shares of Common
      Stock upon the exercise of this Warrant shall be made without charge to
      the Holder hereof for any issue or transfer tax or other incidental
      expense in respect of the issuance of such certificate, all of which taxes
      and expenses shall be paid by the Company, and such certificates shall be
      issued in the name of the Holder of this Warrant or in such name or names
      as may be directed by the Holder of this Warrant; provided, however, that
      in the event certificates for shares of Common Stock are to be issued in a
      name other than the name of the Holder of this Warrant, this Warrant when
      surrendered for exercise shall be accompanied by the Assignment Form
      attached hereto duly executed by the Holder hereof; and provided further, that
      the Company shall not be required to pay any tax or taxes which may be
      payable in respect of any transfer involved in the issuance of any Warrant
      certificates or any certificates for the Warrant Shares other than the
      issuance of a Warrant Certificate to the Holder in connection with the
      Holder’s surrender of a Warrant Certificate upon the exercise of all or
      less than all of the Warrants evidenced
thereby.

            


    

     

    
      	
              6.

            	
              Closing of
      Books.  The Company will at no time close its shareholder
      books or records in any manner which interferes with the timely exercise
      of this Warrant.

            


    

     

    
      	
              7.

            	
              No Rights as
      Shareholder until Exercise.  Subject to Section 12 of
      this Warrant and the provisions of any other written agreement between the
      Company and the Holder, the Holder shall not be entitled to vote or
      receive dividends or be deemed the holder of Warrant Shares or any other
      securities of the Company that may at any time be issuable on the exercise
      hereof for any purpose, nor shall anything contained herein be construed
      to confer upon the Holder, as such, any of the rights of a stockholder of
      the Company or any right to vote for the election of directors or upon any
      matter submitted to stockholders at any meeting thereof, or to give or
      withhold consent to any corporate action (whether upon any
      recapitalization, issuance of stock, reclassification of stock, change of
      par value, or change of stock to no par value, consolidation, merger,
      conveyance or otherwise) or to receive notice of meetings, or to receive
      dividends or subscription rights or otherwise until the Warrant shall have
      been exercised as provided herein.  However, at the time of the
      exercise of this Warrant pursuant to Section 3 hereof, the Warrant Shares
      so purchased hereunder shall be deemed to be issued to such Holder as the
      record owner of such shares as of the close of business on the date on
      which this Warrant shall have been
exercised.

            


    


    
      
         


      

      
        Page 3 of
11

        
          

        

      

      
         


      

    


    
      	
              8.

            	
              Assignment and
      Transfer of Warrant.  If permitted by the Company, in its
      sole discretion, this Warrant may be assigned by the surrender of this
      Warrant and the Assignment Form annexed hereto duly executed at the office
      of the Company (or such other office or agency of the Company or its
      transfer agent as the Company may designate by notice in writing to the
      registered Holder hereof at the address of such Holder appearing on the
      books of the Company); provided, however, that
      this Warrant may not in any event be resold or otherwise
      transferred.

            


    

     

    
      	
              9.

            	
              Loss, Theft,
      Destruction or Mutilation of Warrant; Exchange.  The
      Company represents warrants and covenants that (a) upon receipt by the
      Company of evidence reasonably satisfactory to it of the loss, theft,
      destruction or mutilation of any Warrant or stock certificate representing
      the Warrant Shares, and in case of loss, theft or destruction, of
      indemnity reasonably satisfactory to it, and (b) upon surrender and
      cancellation of such Warrant or stock certificate, if mutilated, the
      Company will make and deliver a new Warrant or stock certificate of like
      tenor and dated as of such cancellation, in lieu of this Warrant or stock
      certificate; provided, that the Company may make a reasonable charge
      therefor.  This Warrant is exchangeable at any time for an equal
      aggregate number of Warrants of different denominations, as requested by
      the holder surrendering the same, or in such denominations as may be
      requested by the Holder following determination of the Exercise
      Price.  The Company may impose a reasonable service charge for
      such registration or transfer, exchange or
  reissuance.

            


    

     

    
      	
              10

            	
              Saturdays, Sundays,
      Holidays, etc.  If the last or appointed day for the
      taking of any action or the expiration of any right required or granted
      herein shall be a Saturday, Sunday or a legal holiday, then such action
      may be taken or such right may be exercised on the next succeeding day not
      a legal holiday.

            


    

     

    
      	
              11

            	
              Specific
      Enforcement.  The Company and the Holder acknowledge and
      agree that irreparable damage would occur in the event that any of the
      provisions of this Warrant were not performed in accordance with their
      specific terms or were otherwise breached.  It is accordingly
      agreed that the parties shall be entitled to an injunction or injunctions
      to prevent or cure breaches of the provisions of this Warrant and to
      enforce specifically the terms and provisions hereof, this being in
      addition to any other remedy to which either of them may be entitled by
      law or equity.

            


    

     

    
      	
              12

            	
              Adjustments of
      Exercise Price and Number of Warrant Shares.  The number
      of and kind of securities purchasable upon exercise of this Warrant and
      the Exercise Price shall be subject to adjustment from time to time as set
      forth in this Section 12. The number of securities stated on Page 1 of
      this Warrant represents all prior adjustments up and to December 31,
      2008.

            


    


    
      
         


      

      
        Page 4 of
11

        
          

        

      

      
         


      

    


    
      	
              (a)

            	
              Subdivisions,
      Combinations, Stock Dividends and other
      Issuances.   If the Company shall, at any time while
      this Warrant is outstanding, (A) pay a stock dividend or otherwise make a
      distribution or distributions on any equity securities (including
      instruments or securities convertible into or exchangeable for such equity
      securities) in shares of Common Stock, (B) subdivide outstanding shares of
      Common Stock into a larger number of shares, or (C) combine outstanding
      Common Stock into a smaller number of shares, then the Exercise Price
      shall be multiplied by a fraction, the numerator of which shall be the
      number of shares of Common Stock outstanding before such event and the
      denominator of which shall be the number of shares of Common Stock
      outstanding after such event.  Any adjustment made pursuant to
      this Section 12(a) shall become effective immediately after the record
      date for the determination of stockholders entitled to receive such
      dividend or distribution and shall become effective immediately after the
      effective date in the case of a subdivision or combination. The number of
      shares which may be purchased hereunder shall be increased proportionately
      to any reduction in Exercise Price pursuant to this paragraph 12(a), so
      that after such adjustments the aggregate Exercise Price payable hereunder
      for the increased number of shares shall be the same as the aggregate
      Exercise Price in effect just prior to such
  adjustments.

            


    

     

    
      	
              (b)

            	
              Reclassification,
      etc.  If at any time after the date hereof there shall be
      a reorganization or reclassification of the securities as to which
      purchase rights under this Warrant exist into the same or a different
      number of securities of any other class or classes, then the Holder shall
      thereafter be entitled to receive upon exercise of this Warrant, during
      the period specified herein and upon payment of the Exercise Price then in
      effect, the number of shares or other securities or property resulting
      from such reorganization or reclassification, which would have been
      received by the Holder for the shares of stock subject to this Warrant had
      this Warrant at such time been
exercised.

            


    

     

    
      	
              (c)

            	
              Exercise Price
      Adjustment.  In the event of any adjustment in the number
      of Warrant Shares issuable hereunder upon exercise, the Exercise Price
      shall be inversely proportionately increased or decreased as the case may
      be, such that aggregate purchase price for Warrant Shares upon full
      exercise of this Warrant shall remain the same.  Similarly, in
      the event of any adjustment in the Exercise Price, the number of Warrant
      Shares issuable hereunder upon exercise shall be inversely proportionately
      increased or decreased as the case may be, such that aggregate purchase
      price for Warrant Shares upon full exercise of this Warrant shall remain
      the same.

            


    


    
      
         


      

      
        Page 5 of
11

        
          

        

      

      
         


      

    


    
      	
              13.

            	
              Notice of Adjustment;
      Notice of Events.  (i) Whenever the number of Warrant
      Shares or number or kind of securities or other property purchasable upon
      the exercise of this Warrant or the Exercise Price is adjusted, the
      Company shall promptly mail to the Holder of this Warrant a notice setting
      forth the number of Warrant Shares (and other securities or property)
      purchasable upon the exercise of this Warrant and the Exercise Price of
      such Warrant Shares after such adjustment and setting forth the
      computation of such adjustment and a brief statement of the facts
      requiring such adjustment.  (ii) If: (A) the Company shall
      declare a dividend (or any other distribution) on its Common Stock; or (B)
      the Company shall declare a special nonrecurring cash dividend on or a
      redemption of its Common Stock; or (C) the Company shall authorize the
      granting to all holders of the Common Stock rights or warrants to
      subscribe for or purchase any shares of capital stock of any class or of
      any rights; or (D) the approval of any stockholders of the Company shall
      be required in connection with any reclassification of the Common Stock of
      the Company, any consolidation or merger to which the Company is a party,
      any sale or transfer of all or substantially all of the assets of the
      Company, or any compulsory share exchange whereby the Common Stock is
      converted into other securities, cash or property; or (E) the Company
      shall authorize the voluntary dissolution, liquidation or winding up of
      the affairs of the Company, then the Company shall cause to be mailed to
      each Warrant holder at their last addresses as they shall appear upon the
      Warrant register of the Company, at least 20 (same time as in the
      preferred stock document) calendar days prior to the applicable record or
      effective date hereinafter specified, a notice stating (x) the date on
      which a record is to be taken for the purpose of such dividend,
      distribution, redemption, rights or warrants, or if a record is not to be
      taken, the date as of which the holders of Common Stock of record to be
      entitled to such dividend, distributions, redemption, rights or warrants
      are to be determined or (y) the date on which such reclassification,
      consolidation, merger, sale, transfer or share exchange is expected to
      become effective or close, and the date as of which it is expected that
      holders of Common Stock of record shall be entitled to exchange their
      shares of Common Stock for securities, cash or other property deliverable
      upon such reclassification, consolidation, merger, sale, transfer, share
      exchange, dissolution, liquidation or winding
  up.

            


    

     

    
      	
              14.

            	
              Authorized
      Shares.  The Company covenants that during the period the
      Warrant is outstanding and exercisable, it will reserve from its
      authorized and unissued Common Stock a sufficient number of shares to
      provide for the issuance of the Warrant Shares upon the exercise of any
      and all purchase rights under this Warrant.  The Company further
      covenants that its issuance of this Warrant shall constitute full
      authority to its officers who are charged with the duty of executing stock
      certificates to execute and issue the necessary certificates for the
      Warrant Shares upon the exercise of the purchase rights under this
      Warrant.  The Company will take all such reasonable action as
      may be necessary to assure that such Warrant Shares may be issued as
      provided herein without violation of any applicable law, regulation, or
      rule of any applicable market or
exchange.

            


    

     

    
      	
              15.

            	
              Compliance with
      Securities Laws.  (a) The Holder hereof acknowledges that
      the Warrant Shares acquired upon the exercise of this Warrant, if not
      registered (or if no exemption from registration exists), will have
      restrictions upon resale imposed by state and federal securities laws and
      other regulators.  Each certificate representing the Warrant
      Shares issued to the Holder upon exercise (if not registered, for resale
      or otherwise, or if no exemption from registration exists) will bear
      substantially the following
legends:

            


    


    
      
         


      

      
        Page 6 of
11

        
          

        

      

      
         


      

    


    (i) THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED,
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.

    


    (ii)
WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH
ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS
CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR
THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO
OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL FEBRUARY 21, 2011.

    


    (iii)
Along with any other legends regarding resale restrictions required by
regulatory authorities that the Company and its Warrant Shares are subject
to.

    


    
      	
              (b)

            	
              Without
      limiting the Consultant’s right to transfer, assign or otherwise convey
      the Warrant or Warrant Shares in compliance with all applicable securities
      laws, the Consultant of this Warrant, by acceptance hereof, acknowledges
      that this Warrant and the Warrant Shares to be issued upon exercise hereof
      are being acquired solely for the Consultant’s own account and not as a
      nominee for any other party, and that the Consultant will not offer, sell
      or otherwise dispose of this Warrant or any Warrant Shares to be issued
      upon exercise hereof except under circumstances that will not result in a
      violation of applicable federal and state securities
  laws.

            


    

     

    
      	
              16.

            	
              Miscellaneous.

            


    

     

    
      	
              (a)

            	
              Issue Date; Choice of
      Law; Venue; Jurisdiction.  The provisions of this Warrant
      shall be construed and shall be given effect in all respects as if it had
      been issued and delivered by the Company on the date
      hereof.  This Warrant shall be binding upon any successors or
      assigns of the Company.  This Warrant will be construed and
      enforced in accordance with and governed by the laws of the State of New
      York, except for matters arising under the Act, without reference to
      principles of conflicts of law.  Each of the parties consents to
      the exclusive jurisdiction of the Federal and State Courts sitting in the
      County of Monroe in the State of New York in connection with any dispute
      arising under this Warrant and hereby waives, to the maximum extent
      permitted by law, any objection, including any objection based on forum non conveniens or
      venue, to the bringing of any such proceeding in such
      jurisdiction.  Each party hereby agrees that if the other party
      to this Warrant obtains a judgment against it in such a proceeding, the
      party which obtained such judgment may enforce same by summary judgment in
      the courts of any country having jurisdiction over the party against whom
      such judgment was obtained, and each party hereby waives any defenses
      available to it under local law and agrees to the enforcement of such a
      judgment.  Each party to this Warrant irrevocably consents to
      the service of process in any such proceeding by the mailing of copies
      thereof by registered or certified mail, postage prepaid, to such party at
      its address in accordance with Section 16(c).  Nothing herein
      shall affect the right of any party to serve process in any other manner
      permitted by law.

            


    


    
      
         


      

      
        Page 7 of
11

        
          

        

      

      
         


      

    


    
      	
              (b)

            	
              Modification and
      Waiver.  This Warrant and any provisions hereof may be
      changed, waived, discharged or terminated only by an instrument in writing
      signed by the party against which enforcement of the same is
      sought.  Any amendment effected in accordance with this
      paragraph shall be binding upon the Consultant, each future Holder of this
      Warrant and the Company.  No waivers of, or exceptions to, any
      term, condition or provision of this Warrant, in any one or more
      instances, shall be deemed to be, or construed as, a further or continuing
      waiver of any such term, condition or
provision.

            


    

     

    
      	
              (c)

            	
              Notices.  Any
      notice, request or other document required or permitted to be given or
      delivered to the Consultant or future Holders hereof or the Company shall
      be personally delivered or shall be sent by certified or registered mail,
      postage prepaid, to the Consultant or each such Holder at its address as
      shown on the books of the Company or to the Company at the address set
      forth in the Purchase Agreement.  All notices under this Warrant
      shall be deemed to have been given when
  received.

            


    

     

    A party
may from time to time change the address to which notices to it are to be
delivered or mailed hereunder by notice given in accordance with the provisions
of this Section 17(c).

     

    
      	
              (d)

            	
              Severability.  Whenever
      possible, each provision of this Warrant shall be interpreted in such
      manner as to be effective and valid under applicable law, but if any
      provision of this Warrant is held to be invalid, illegal or unenforceable
      in any respect under any applicable law or rule in any jurisdiction, such
      invalidity, illegality or unenforceability shall not affect the validity,
      legality or enforceability of any other provision of this Warrant in such
      jurisdiction or affect the validity, legality or enforceability of any
      provision in any other jurisdiction, but this Warrant shall be reformed,
      construed and enforced in such jurisdiction as if such invalid, illegal or
      unenforceable provision had never been contained
  herein.

            


    

     

    
      	
              (e)

            	
              No
      Impairment.  The Company will not, by amendment of its
      Certificate of Incorporation or through any reorganization, transfer of
      assets, consolidation, merger, dissolution, issue or sale of securities or
      any other voluntary action, avoid or seek to avoid the observance or
      performance of any of the terms of this Warrant, but will at all times in
      good faith assist in the carrying out of all such terms and in the taking
      of all such action as may be necessary or appropriate in order to protect
      the rights of the Holder against impairment.  Without limiting
      the generality of the foregoing, the Company (a) will not increase the par
      value of any Warrant Shares above the amount payable therefor on such
      exercise, and (b) will take all such action as may be reasonably necessary
      or appropriate in order that the Company may validly and legally issue
      fully paid and nonassessable Warrant Shares on the exercise of this
      Warrant.

            


    


    
      
         


      

      
        Page 8 of
11

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
Company has caused this Warrant to be executed by its officers thereunto duly
authorized.

     

    
      
        
          	 
      	
                  VUZIX
      CORPORATION

                
	 
      	 
      	 
      
	 
      	
                  By: 

                	
                  /s/ Paul Travers

                
	 
      	 
      	
                  Name:  Paul
      Travers

                
	 
      	 
      	
                  Title:   
      President

                


        

      

    


    
      
         


      

      
        Page 9 of
11

        
          

        

      

      
         


      

    

    


    NOTICE OF
EXERCISE

     

    To:         VUZIX
CORPORATION

     

    (1)           The
undersigned hereby elects to exercise the attached Warrant for and to purchase
thereunder, ______ shares of Common Stock, [and herewith makes payment therefor
of $_______], resulting in ______ shares of Common Stock issuable
hereunder].

     

    (2)           Please
issue a certificate or certificates representing said shares of Common Stock in
the name of the undersigned or in such other name as is specified below (please
provide a Taxpayer ID if being registered in another name):

    


    
      
        
          
            
              
                
                  
                    	 
      	 
      
	 
      	
                            (Name)

                          
	 
      	 
      
	 	 
	 
      	
                            (Address)

                          
	 
      	 
      
	 	 
	 
      	 
      
	 
      	
                            (US
      Tax ID
#)

                          


                  

                

              

            

          

        

      

    

    


    (3)           Please
issue a new Warrant for the unexercised portion of the attached Warrant
(________ remaining Warrants after this exercise) in the name of the undersigned
or in such other name as is specified below):

    


    
      
        	 
      	 
      	
                  

              
	 
      	 
      	
                (Name)

              
	 
      	 
      	 
      
	
                  

              	 
      	
                  

              
	
                (Date)

              	 
      	
                (Signature)

              
	 
      	 
      	
                  

              
	 
      	 
      	
                (Address)

              
	
                Dated:

              	 
      	 
      
	
                  

              	 
      	 
      
	
                Signature

              	 
      	 
      


      

    


    
      
         


      

      
        Page 10
of 11

        
          

        

      

      
         


      

    

    


    ASSIGNMENT
FORM

    


    (To
assign the foregoing warrant, execute

    this form
and supply required information.

    Do not
use this form to exercise the warrant.)

    


                          FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are
hereby assigned to

    


    _______________________________________________
whose address is

    


    ________________________________________________________________

    


    
      	
              ________________________________________

            	
              ____________________

            
	 
      	
              (Tax
      Payer ID)

            


    

    


    
      	 
      	
              Dated:  ______________,
      ________

            


    

    


    
      
        
          	 
      	
                  Holder’s
      Signature:

                	
                    

                
	 
      	 
      	 
      
	 
      	
                  Holder’s
      Address:

                	
                    

                
	 
      	 
      	 
      
	 
      	 
      	
                    

                


        

      

    

    


    
      
        
          	
                  Signature Guaranteed: 

                	
                    

                


        

      

    

    


    NOTE:  The
signature to this Assignment Form must correspond with the name as it appears on
the face of the Warrant, without alteration or enlargement or any change
whatsoever, and must be guaranteed by a bank or trust
company.  Officers of corporations and those acting in an fiduciary or
other representative capacity should file proper evidence of authority to assign
the foregoing Warrant.


    
      
         


      

      
        Page 11
of 11