ex1088.htm


    Exhibit
10.88


      INTERCREDITOR
AGREEMENT

      


      INTERCREDITOR AGREEMENT,  dated  August
7, 2007, by and among MORIAH
CAPITAL, L.P., a Delaware limited partnership with offices at 685 Fifth
Avenue, New York, New York 10022 (“Moriah”), ALEXANDRA GLOBAL MASTER FUND
LTD., a British Virgin Islands international business company with the
offices of its investment advisor at 767 Third Avenue, 39th Floor,
New York, New York 10017 (“Alexandra”), in its capacity
as collateral agent pursuant to the Noteholder Agreements (such capitalized term
and all other capitalized terms used herein having the respective meanings
provided in this Agreement) acting for and on behalf of the holders of Notes (in
such capacity, the “Notes
Collateral Agent” as hereinafter further defined) and EMAGIN CORPORATION, a Delaware
corporation, with its principal place of business located at 10500 N.E. 8th Street,
Suite 1400, Bellevue, Washington 98004 (the “Borrower”).

      


      R E C I T A L
S:

      


      A.              The
Notes Collateral Agent is the collateral agent under the Pledge and Security
Agreement, dated as of July 21, 2006, made by the Borrower to the Notes
Collateral Agent, as amended by Amendment No. 1 to Pledge and Security
Agreement, dated as of July 23, 2007 by and between the Borrower and the Notes
Collateral Agent (the “Note
Pledge Agreement”) for the benefit of the holders (the “Noteholders”) from time to
time of the Amended and Restated 8% Senior Secured Convertible Notes Due 2008
issued by the Borrower (the “Notes”) pursuant to the
several Note Purchase Agreements, dated as of July 21, 2006, by and between the
Borrower and the several investors named therein, as amended by the several
Amendment Agreements, dated as of July 23, 2007, by and between the Borrower and
the several investors named therein (the “Note Purchase Agreements”)
and, to secure the Borrower’s obligations to the Noteholders, the Notes
Collateral Agent and the holders of Series A Senior Secured Convertible
Preferred Stock, par value $0.001 per share, of the Borrower issued or issuable
upon conversion of the Notes, the Borrower granted to the Notes Collateral Agent
a security interest in and to the property of the Borrower described on Schedule 2 annexed
hereto (collectively, the “Notes
Collateral”).

      


      B.              Pursuant
to a Loan and Security Agreement, of even date herewith, between Moriah and
Borrower (as the same may hereafter be amended, the “Moriah Loan Agreement;” the
term “Moriah Loan Agreements”
shall include all of the Loan Documents, as that term is defined in the
Moriah Loan Agreement), Moriah is providing an accounts receivable and inventory
based credit facility to Borrower that is secured by all now owned and hereafter
acquired property (including, without limitation, real property) and assets of
Borrower and the proceeds and products thereof, as more particularly described
in Schedule 1
annexed hereto (collectively, the “Moriah
Collateral”).

      


      C.              It
is a condition to the consummation of the transactions contemplated by the
Moriah Loan Agreements that the Notes Collateral Agent subordinate its liens in
the Accounts and Inventory as the same may be included in the Notes Collateral
on terms satisfactory to Moriah.

      


      D.              The
Notes Collateral Agent and Moriah have each filed or may hereafter file
financing statements under the Uniform Commercial Code, as may be amended from
time to time (“UCC”)
with respect to the Notes Collateral and the Moriah Collateral, respectively, in
connection with the foregoing.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      E.              The
Notes Collateral Agent and Moriah desire to agree on the relative priority of
their respective security interests in, and liens on, their respective
collateral.

      


      In
consideration of the foregoing, the mutual covenants and agreements herein
contained and other good and valuable consideration, the Notes Collateral Agent
and Moriah mutually covenant, warrant and agree as follows:

      


      1.           Definitions.  All
the agreements or instruments herein defined shall mean such agreements or
instruments as the same may from time to time be supplemented or amended or the
terms thereof waived or modified to the extent permitted by, and in accordance
with the terms thereof.  The following terms (including both the
singular and plurals thereof) shall have the following meanings unless the
context indicates otherwise:

      


      1.1 “Bankruptcy Code” means the
United States Bankruptcy Code (11 U.S.C. §§101 et seq.).

      


      1.2 “Claim” or “Claims” means, as applicable,
the Moriah Claim and/or the Noteholder Claim.

      


      1.3 “Collateral” means all property
and interests in property now owned or hereafter acquired by any Loan Party in
or upon which a security interest or mortgage lien is granted to Moriah or the
Notes Collateral Agent under the Security Documents.

      


      1.4 “Creditors” shall mean Moriah,
the Noteholders and the Notes Collateral Agent and their respective successors
and assigns.

      


      1.5 “Enforcement Action” means with
respect to a Claim, the demand for payment or acceleration of such Claim, the
repossession of any Collateral, the commencement or prosecution of enforcement
of any of the rights and remedies under, as applicable, the Noteholder
Agreements, the Moriah Loan Agreements, or applicable law with respect to such
Claim, including, but not limited to, judicial or UCC foreclosure, provided that
Enforcement Action shall not include the filing of a claim in an Insolvency
Proceeding.

      


      1.6 “Enforcement Notice” means a
written notice delivered by the Enforcing Party to the other Party stating that
an "Event of Default" (as defined in the Noteholder Agreements or the Moriah
Loan Agreements, respectively) has occurred and is continuing and that an
Enforcement Period has commenced.

      


      1.7 “Enforcement  Period”
means the period of time following the receipt by either the Notes Collateral
Agent or Moriah of an Enforcement Notice until (a) the Noteholder Claim is Paid
in Full (if the Notes Collateral Agent is the Enforcing Party) or the Moriah
Claim is Paid in Full (if Moriah is the Enforcing Party), or (b) the Creditors
agree in writing to terminate such Enforcement Period.

      


      1.8 “Enforcing Party” means Moriah
in the case of an Enforcement Action with respect to the Moriah Claim, and the
Notes Collateral Agent in the case of an Enforcement Action with respect to the
Noteholder Claim.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      1.9 “Insolvency Proceeding” means
any voluntary or involuntary insolvency, bankruptcy, receivership,
custodianship, liquidation, dissolution, reorganization, assignment for the
benefit of creditors, appointment of a custodian, receiver, trustee or other
officer with similar powers or any other proceeding for the liquidation,
dissolution or other winding up of any Loan Party.

      


      1.10 “Loan Party” means Borrower and each
subsidiary of Borrower which is now or may hereafter become a party to the
Noteholder Agreements or the Moriah Loan Agreements.

      


      1.10A “Lockbox Agreement” means the
Lockbox Agreement, dated as of July 21, 2006, by and between the Borrower and
the Notes Collateral Agent, as amended by Amendment No. 1 to Lockbox Agreement,
dated as of July 23, 2007, by and between the Borrower and the Notes Collateral
Agent.

      


      1.11 “Maximum Moriah Debt” means the
sum of (a) $2,500,000, plus (b) such other indebtedness that may be permitted to
be incurred from time to time on or after the date hereof under the terms of the
Notes as Permitted Indebtedness as such term is defined in the
Notes.

      


      1.12
“Moriah Claim” means all
of the obligations of the Loan Parties to Moriah as set forth in the Moriah Loan
Agreements.

      


      1.13 “Moriah Senior Collateral”
means the Collateral described in Section 2.1(a) in
which Moriah has a senior lien or security interest.

      


      1.14 “Noteholder Agreements” means
the Note Purchase Agreements, the Notes, the Note Pledge Agreement, the Patent
and Trademark Security Agreement, dated as of July 21, 2006, by and between the
Borrower and the Notes Collateral Agent, as amended by Amendment No. 1 to Patent
and Trademark Security Agreement dated as of July 23, 2007, by and between the
Borrower and the Notes Collateral Agent, the Lockbox Agreement, the Certificate
of Designations of Series A Senior Secured Convertible Preferred Stock of the
Borrower, the Amended and Restated Common Stock Purchase Warrants issued by the
Borrower to the holders of Notes pursuant to the Note Purchase Agreements and
the other agreements, instruments and documents contemplated
thereby.

      


      1.15
“Noteholder Claim” means
all obligations of the Loan Parties to the Notes Collateral Agent and the
Noteholders as set forth in the Noteholder Agreements.

      


      1.16 “Noteholder Senior Collateral”
means the Collateral described in Section 2.1(b) in
which the Notes Collateral Agent has a senior lien or security
interest.

      


      1.17 “Notes Collateral Agent” means
Alexandra in its capacity as collateral agent pursuant to the Note Pledge
Agreement and the other applicable Noteholder Agreements, and its successors and
assigns including any replacement or successor trustee or agent or any
additional trustee or agent.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      1.18
“Paid in Full” means, in
the case of the Moriah Claim, the aggregate outstanding, unpaid amount of the
Moriah Claim has been paid in full in cash and all commitments to make loans or
extend other financial accommodations have terminated and, in the case of the
Noteholder Claim, the aggregate outstanding unpaid amount of the Noteholder
Claim has been paid in full in cash and all commitments to make loans or extend
other financial accommodations have terminated.  If after receipt of
any payment of, or proceeds of collateral applied to the payment of, either any
Moriah Claim or Noteholder Claim, as the case may be, any of the Creditors is
required to surrender or return such payment or proceeds to any person for any
reason, then the Moriah Claim or Noteholder Claim as applicable, intended to be
satisfied by such payment or proceeds shall be reinstated and continue as if
such payment or proceeds had not been received by such Creditor, as the case may
be.  Notwithstanding anything to the contrary contained herein, for
purposes of this definition, the Moriah Claim shall not include any amount of
the Moriah Claim in excess of the Maximum Moriah Debt.

      


      1.19
“Party” means Moriah or
the Notes Collateral Agent.

      


      1.20 “Person” or “person” means, as applicable,
any individual, sole proprietorship, partnership, corporation, limited liability
company, limited liability partnership, partnership, business trust,
unincorporated association, joint stock corporation, trust, joint venture or
other entity or any government or any agency or instrumentality or political
subdivision thereof.

       

      1.21
“Post-Petition Interest”
means interest at the contract rate under the Moriah Loan Agreements or the
Noteholder Agreements, as applicable, accruing subsequent to the filing of any
Insolvency Proceeding as to any Loan Party whether or not such interest is an
allowable claim in any such Insolvency Proceeding.

      


      1.22
“Security Documents”
means, collectively, the Noteholder Agreements and the Moriah Loan
Agreements.

      


      2.           Intercreditor
Agreement.

      


      2.1.           Lien
Priorities.  Notwithstanding (a) the date, manner or order of
filing, recordation, or perfection of the security interests or liens granted in
favor of Moriah and the Notes Collateral Agent, (b) any provisions of the UCC,
or any applicable law or decision, (c) the provisions of the Moriah Loan
Agreements, Noteholder Agreements or any contract between any of the Creditors
on one hand, and the Borrower or any affiliate thereof, on the other hand, or
(d) whether either Moriah or the Notes Collateral Agent holds possession of all
or any part of the Collateral, the following, as between Moriah and the Notes
Collateral Agent, shall be the relative priority of the security interests and
liens of Moriah and the Notes Collateral Agent in the Collateral:

      


      (a)           Moriah
shall have a first and prior security interest to the extent set forth herein in
all Accounts and Inventory as defined in the Section 9-102 of the
UCC.  The Notes Collateral Agent shall have a second and subordinate
security interest in the foregoing property and interests in such property;
provided, that, any
amount of the Moriah Claim in excess of the Maximum Moriah Debt at any time
outstanding (together with the interest on such excess) shall not be entitled to
the benefit of the priority of the security interest of Moriah provided for in
this Section 2.1(a).

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (b)           The
Notes Collateral Agent shall have a first and prior security interest in the
remainder of the Collateral that is the subject of the Noteholder Agreements and
Moriah shall have a second and subordinate security interest in such Notes
Collateral whether now owned or hereafter created by any Loan
Party.

      


      Neither
Moriah nor the Notes Collateral Agent shall contest the validity, perfection,
priority or enforceability of any lien or security interest heretofore granted
to the other Party or granted in connection herewith or contemplated
hereby.  Notwithstanding any failure of a Party to perfect its
security interests in any Collateral or any other defect in any security
interests or obligations owing to such Party, the priority and rights as between
the parties hereto shall be as set forth herein.

      


      2.2.           Distribution of Proceeds of
Collateral.

      


      (a)           No Enforcement
Period:  Except as provided in Section 2.2(b) below
(with respect to distribution of proceeds of Collateral during an Enforcement
Period):

      


      (i)           All
realizations upon and proceeds of Moriah Senior Collateral shall be paid to
Moriah for application to the Moriah Claim, with any residual proceeds after
satisfaction of the Moriah Claim being paid to the Notes Collateral Agent for
the benefit of the Noteholders.

      


      (ii)           All
realizations upon and proceeds of Noteholder Senior Collateral shall be paid to
the Notes Collateral Agent for application to the Noteholder Claim, with any
residual proceeds after satisfaction of the Noteholder Claim being paid to
Moriah.

      


      (b)           During Enforcement
Period:  During any Enforcement Period, all proceeds of
Collateral shall be distributed in accordance with the following
procedure:

      


      (i)           All
realizations upon and proceeds of Moriah Senior Collateral shall be applied to
the Moriah Claim.  After the Moriah Claim is Paid in Full and the
Moriah Loan Agreements are terminated and fully paid or otherwise satisfied, any
remaining proceeds of the Moriah Senior Collateral shall be applied to the
Noteholder Claim.

      


      (ii)           All
realizations upon and proceeds of Noteholder Senior Collateral shall be applied
to the Noteholder Claim.  After the Noteholder Claim is Paid in Full
and the Noteholder Agreements are terminated and fully paid or otherwise
satisfied, any remaining proceeds of the Noteholder Senior Collateral shall be
applied to the Moriah Claim.

      


      (iii)           After
the Moriah Claim and the Noteholder Claim have been paid in full in cash and all
commitments to make loans or extend other financial accommodations have
terminated, the balance of the realizations upon and proceeds of the Collateral,
if any, shall be paid to the respective Loan Party or as otherwise required by
applicable law.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

      

      (c)           Payments Held in
Trust.  Should any payment or distribution be received by a
Party that is not permitted to receive and retain such payment or distribution
pursuant to the terms hereof, such Party shall receive and hold the same in
trust, as trustee, for the Party entitled to receive and retain such payment,
and shall forthwith deliver the same to such Party in precisely the form
received (except for endorsement or assignment where necessary), for application
to the Claim of such Party and, until so delivered, the recipient shall hold the
same in trust as the property of such Party entitled to the same.  If
a Party obligated to make an endorsement or assignment pursuant to the
provisions of this Section fails to make any such endorsement or assignment, the
permitted recipient of such payment or distribution, or any of its officers or
employees, is hereby irrevocably authorized to make the same.

      


      2.3.           Enforcement
Actions.  Each of Moriah and the Notes Collateral Agent agrees
not to commence or take any Enforcement Action until an Enforcement Notice has
been given by such Enforcing Party to the other Party.  Subject to the
foregoing, Moriah and the Notes Collateral Agent agree that during an
Enforcement Period:

      


      
        	
                (a)

              	
                Moriah
      may, at its option, take and continue any Enforcement Action with respect
      to Moriah Senior Collateral and realize thereon, without the prior written
      consent of the Notes Collateral Agent, provided that during any
      Enforcement Period with respect to the Noteholder Senior Collateral,
      Moriah shall not commence or take any Enforcement Action or realize upon
      the Noteholder Senior Collateral without the Notes Collateral Agent's
      prior written consent.

              


      

      


      
        	
                (b)

              	
                Subject
      to the standstill period described in Section 2.3(e) below, the Notes
      Collateral Agent may, at its option, take and continue any Enforcement
      Action with respect to the Noteholder Senior Collateral and realize
      thereon without the prior written consent of Moriah, provided that during
      any Enforcement Period with respect to the Moriah Senior Collateral, the
      Notes Collateral Agent shall not commence or take any Enforcement Action
      or realize upon any of the Moriah Senior Collateral without Moriah's prior
      written consent. In furtherance and not in limitation of the foregoing,
      during an Enforcement Period, the Notes Collateral Agent shall not take
      any action to enforce its rights under the Lockbox Agreement, whether
      pursuant to Section 2 thereof or
otherwise.

              


      

      


      


      
        	
                (c)

              	
                If
      both Moriah and the Notes Collateral Agent elect to proceed with
      Enforcement Actions, then each shall proceed with the Enforcement Action
      of any security interests in or liens on any Collateral in which it has a
      senior lien or security interest, as described in and provided by Section 2.1,
      without prejudice to the other Party to join in any
      proceedings.

              


      

      


      
        	
                (d)

              	
                Each
      Enforcing Party shall so notify the other Party at such time as the
      Enforcing Party's Claim is Paid in
Full.

              


      

      


      
        	
                (e)

              	
                Notwithstanding
      anything herein to the contrary, but subject to the proviso at the end of
      this paragraph, the Notes Collateral Agent agrees that, during the first
      five (5) days of an Enforcement Period (the “Standstill Period”), it shall
      not take any action to realize on the Noteholder Senior Collateral, so as
      not to impair the collection by Moriah of Borrower’s outstanding accounts
      receivable during that period; provided, however, that
      the Notes Collateral Agent shall be entitled to take such action as it
      deems necessary in its sole discretion to (i) protect its secured position
      during the Standstill Period, (ii) protect its interest from claims or
      liens of third parties or governmental authorities, or (iii) preserve the
      Noteholder Senior Collateral from deterioration or
      diminishment.

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      2.4.           Accountings.  Each
of Moriah and the Notes Collateral Agent agree upon the occurrence of any
Enforcement Action, to render accountings to the other, upon reasonable request
of the other, giving effect to the application of realizations upon and proceeds
of Collateral as hereinbefore provided.

      


      2.5.           Notices of
Defaults.  Moriah and the Notes Collateral Agent agree to give
to the other copies of any notice of the occurrence of an Event of Default,
respectively, simultaneously with the sending of such notice to the applicable
Loan Party, but the failure to give or forward any such notice shall not affect
the validity of such notice, create a cause of action against the Party failing
to give such notice, or create any claim or right on behalf of the other Party
or any third party.  The sending or receipt of such notice shall not
obligate the recipient to cure such Event of Default.

      


      2.6.           Agency for
Perfection.  Moriah and the Notes Collateral Agent each hereby
appoint each other as agent for purposes of perfecting their respective security
interests and liens in the Collateral.  To the extent that either
Party obtains possession of Collateral in which the other Party has a senior
priority under the terms hereof, the Party having possession shall notify the
other Party of such fact and shall deliver such Collateral to the Party having
the senior priority upon request of such Party.  Each Party shall be a
bailee for the other Party with respect to Collateral in such Party's
possession.  If directed by a Loan Party, the bailee Party shall,
after the Claim of such bailee Party has been Paid in Full, deliver the
Collateral in its possession to the other Party.

      


      2.7.           UCC Notices.  In the
event that Moriah or the Notes Collateral Agent shall be required by the UCC or
any other applicable law to give notice to the other of intended disposition of
Collateral, such notice shall be given in accordance with Section 3.8 hereof,
and five (5) days' notice shall be deemed to be commercially
reasonable.

      


      2.8.           Information Sharing. Upon the
occurrence and continuance of an Enforcement Period, in the event that either
Moriah or the Notes Collateral Agent shall, in connection with any Enforcement
Action, receive possession or control of any books and records which contain
information identifying or pertaining to any of the property of any Loan Party
in which the other Party has been granted a lien, it shall notify the other
Party that it has received such books and records and shall, as promptly as
practicable thereafter, make available to the other Party duplicate copies of
such books and records in the same form as the original.  All
reasonable expenses incurred by either Moriah or the Notes Collateral Agent in
performing its obligations under this paragraph shall be borne by the Loan
Parties and shall constitute indebtedness under the respective Party's
agreements with the Loan Parties.  The failure of either Party to
share information shall not create a cause of action against the Party failing
to share information or create any claim on behalf of any Loan Party or any
third party.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      2.9.           Obligations of the Loan Parties
Unconditional.  Nothing contained herein is intended to or
shall increase or impair the obligations, liabilities and indebtedness of the
Loan Parties to pay the Claims as and when the same shall become due and payable
in accordance with the terms of the Moriah Loan Agreements and the Noteholder
Agreements, as applicable, or to affect the relative rights of the Loan Parties
and creditors of the Loan Parties other than the Creditors.

      


      2.10.         Continuing
Obligations.  This Agreement shall be irrevocable and shall
continue in effect until each Claim has been Paid In Full.  This is a
continuing agreement and each Party may continue, at any time and without notice
to the other Party, to extend credit to or for the benefit of the Loan Parties
on the faith hereof.

      


      2.11.         Certain Waivers.

      


      (a)           The
Notes Collateral Agent acknowledges that Moriah has not made any warranties or
representations with respect to the due execution, legality, validity,
completeness or enforceability of the Moriah Loan Agreements or the
collectibility of the Moriah Claim.

      


      (b)           Each
of the Notes Collateral Agent and Moriah shall be entitled to manage and
supervise its financial arrangements with each Loan Party in accordance with its
usual practices, modified from time to time as it deems appropriate under the
circumstances, without affecting the validity or enforceability of this
Agreement.

      


      (c)           Moriah
shall have no liability to the Notes Collateral Agent for, and the Notes
Collateral Agent hereby waives any claim which the Notes Collateral Agent may
now or hereafter have against Moriah arising out of any and all actions which
Moriah, in good faith, takes or omits to take (including, without limitation,
actions with respect to the creation, perfection or continuation of liens or
security interests in any existing or future Collateral, actions with respect to
the occurrence of a default or event of default, actions with respect to the
foreclosure upon, sale, release, or depreciation of, or failure to realize upon,
any of the Collateral and actions with respect to the collection of any claim
for all or any part of the Noteholder Claim from any account debtor, guarantor
or any other person) with respect to and in accordance with any Moriah Loan
Agreements or any other agreement related thereto or to the collection of the
Moriah Claim or the valuation, use, protection or release of the Collateral, so
long as any such actions are taken in a manner consistent with the terms of this
Agreement or any election of the application of Section 1111(b)(2) of the
Bankruptcy Code.

      


      (d)           Moriah
acknowledges that the Notes Collateral Agent has made no warranties or
representations with respect to the due execution, legality, validity,
completeness or enforceability of the Noteholder Agreements or the
collectibility of the Noteholder Claim.

      


      (e)           The
Notes Collateral Agent shall have no liability to Moriah for, and Moriah hereby
waives any claim which Moriah may now or hereafter have against the Notes
Collateral Agent arising out of any and all actions which the Notes Collateral
Agent, in good faith, takes or omits to take (including, without limitation,
actions with respect to the creation, perfection or continuation of liens or
security interests in any existing or future Collateral, actions with respect to
the occurrence of a default or event of default, actions with respect to the
foreclosure upon, sale, release, or depreciation of, or failure to realize upon,
any of the Collateral and actions with respect to the collection of any claim
for all or any part of the Moriah Claim from any account debtor, guarantor or
any other person) with respect to and in accordance with the Noteholder
Agreements or  any other agreement related thereto or to the
collection of the Noteholder Claim or the valuation, use, protection or release
of the Collateral, so long as any such actions are taken in a manner consistent
with the terms of this Agreement or any election of the application of Section
1111(b)(2) of the Bankruptcy Code.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      2.12.         Modifications and
Waivers.  Any modification or waiver of any provision of this
Agreement, or any consent to any departure by either Party from the terms
hereof, shall not be effective in any event unless the same is in writing and
signed by Moriah and the Notes Collateral Agent, and then such modification,
waiver or consent shall be effective only in the specific instance and for the
specific purpose given.  Any notice to or demand on any Party in any
event not specifically required hereunder shall not entitle the Party receiving
such notice or demand to any other or further notice or demand in the same,
similar or other circumstances unless specifically required
hereunder.  Each Loan Party hereby acknowledges and agrees that this
Agreement may be amended or otherwise modified without notice to or consent by
any Loan Party.

      


      2.13.         Insurance.  The
Party having a senior security interest or lien in the Collateral shall have,
subject to such Party’s rights under its agreements with the Loan Parties, the
sole and exclusive right, as against the other Party, to adjust settlement of
such insurance policy in the event of any loss.

      


      2.14          Effect of
Bankruptcy.  This Agreement shall be and remain enforceable
notwithstanding any Insolvency Proceeding by or against the
Borrower.

      


      3.           Miscellaneous.

      


      3.1.           Representations, Warranties and
Covenants.  Each Party represents, warrants and covenants to
the other that:

      


      (a)           except
as set forth herein, it has not subordinated, and agrees that it will not
subordinate at any time while this Agreement remain in effect, any right, claim
or interest of any kind in or to the Collateral as to which such Party has a
senior lien or security interest, and any subordination in violation of this
sub-paragraph shall be null and void;

      


      (b)           it
has not assigned or transferred any right, claim or interest of any kind in or
to its Claim; and

      


      (c)           the
execution, delivery and performance by or on behalf of such Party has been duly
authorized by all necessary action, corporate or otherwise, does not violate any
provision of law, governmental regulation, or any agreement or instrument by
which such Party is bound, and requires no governmental or other consent that
has not been obtained.

      


      3.2.           No Benefit to Third
Parties.  The terms and provisions of this Agreement shall be
for the sole benefit of the Creditors and their respective successors and
assigns, and no other Person shall have any right, benefit, priority or interest
under or because of this Agreement.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      3.3.           Independent Credit
Investigations.  Neither Party nor any of their respective
directors, officers, agents or employees shall be responsible to any other
person for the solvency, financial condition or ability of any Loan Party to
repay the Moriah Claim or the Noteholder Claim, or for statements of any Loan
Party, oral or written, or for the validity, sufficiency or enforceability of
the Moriah Claim or the Noteholder Claim, the Moriah Loan Agreements, the
Noteholder Agreements, or any liens or security interests granted by any Loan
Party in connection therewith.  Each of the Creditors has entered into
its respective financing agreements with Loan Parties based upon its own
independent investigation and makes no warranty or representation to the other
Party with respect to matters identified or referred to in this
paragraph.  If either Party, in its sole discretion, undertakes, at
any time or from time to time, to provide any such information to the other
Party, such information shall be given with no representation or warranty of any
kind from such Person and such Person shall be under no obligation (a) to
provide any such information to any other Person at that time or to any Person
on any subsequent occasion or (b) to undertake any investigation not a part of
its regular business routine.

      


      3.4           Amendments to Financing Arrangements
or to this Agreement.  Moriah and the Notes Collateral Agent
shall each endeavor to notify the other Party of any material amendment or
modification of the Moriah Loan Agreement or the Noteholder Agreements,
respectively, but the failure to do so shall not create a cause of action
against the Party failing to give such notice or create any claim or right on
behalf of the other Party.  Moriah and the Notes Collateral Agent
shall, upon request of the other Party, provide copies of all such modifications
or amendments and copies of all other documentation relevant to the
Collateral.

      


      3.5.           Marshaling of
Assets.  The Notes Collateral Agent hereby waives any and all
rights to have the Moriah Senior Collateral, or any part thereof, marshaled upon
any foreclosure of any of Moriah's liens thereon or with respect to any other
Enforcement Action by Moriah.  Moriah hereby waives any and all rights
to have the Noteholder Senior Collateral, or any part thereof, marshaled upon
any foreclosure of the Notes Collateral Agent's liens thereon or with respect to
any other Enforcement Action by the Notes Collateral Agent.  If any
Claim is now or hereafter secured by collateral other than the Collateral
described hereunder, the Party holding such collateral shall have no obligation
to marshal such collateral before enforcing its rights in the Collateral
hereunder, and the other Party shall have no rights hereunder to share or
participate in any proceeds of such other collateral.  Each Party
shall have the right, subject to Section 2.3, to take
Enforcement Action against Collateral in such order, or in whole or in part, and
subject to such conditions as such Enforcing Party determines in its sole
discretion.

      


      3.6.           Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of each of the Parties, but
does not otherwise create, and shall not be construed as creating, any rights
enforceable by any Loan Party or any other person not a party to this
Agreement.

      


      3.7.           Agreement
Absolute.  This Agreement shall be and remain absolute and
unconditional under any and all circumstances, and no act or omission on the
part of any Party to this Agreement shall affect or impair the agreement of the
other Party hereunder.  Each of the Parties hereby authorizes the
other Party to (a) change any terms relating to such obligations of and Loan
Party to such Party or the loan agreements relating thereto as such other Party
in its discretion may deem advisable and with Borrower’s agreement; (b) grant
renewals, increases or extensions of the time for payment of the Claim of such
Party; (c) receive notes or other evidences of the obligations of the Loan
Parties to such other Party or renewals, increases or extensions thereof; and
(d) take or omit to take any action for the enforcement of, or waive any rights
with respect to, any obligation of the Loan Parties to such other Party without
invalidating or impairing any provision hereof.  The Parties hereby
acknowledge and agree that this Agreement does not increase or expand the
obligations of Borrower under the respective Security Documents to which the
Parties are party.  Further, the Parties acknowledge that if Borrower,
in good faith, shall make a payment of Claims in a manner that is inconsistent
with the terms hereof, it shall have no liability to either Party therefor as
long as Borrower cooperates with the Parties to rectify such
mistake.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      


      3.8.           Notice.  All
notices, requests and demands to or upon the respective parties shall be given
in writing and shall be deemed to have been duly given or made upon receipt by
the receiving party.  All notices, requests and demands are to be
given or made to the respective parties at the following addresses (or to such
other addresses as either party may designate by notice in accordance with the
provisions of this paragraph):

       

      
        
          	
                   

                	If
      to Moriah:	
                  Moriah
      Capital, L.P.

                
	 
      	 
      	
                  685
      Fifth Avenue

                
	 
      	 
      	
                  New
      York, New York 10022

                
	 
      	
                   

                	
                  Attention:
      Greg Zilberstein

                
	
                   

                	
                  With
      a copy to:

                	 
      
	 
      	 
      	
                  Cohen
      Tauber Spievack & Wagner LLP

                
	 
      	 
      	
                  420
      Lexington Avenue

                
	 
      	 
      	
                  Suite
      2400

                
	 
      	 
      	
                  New
      York, New York 10170

                
	 
      	 
      	
                  Attention:
      Adam Stein, Esq.

                
	 
      	 
      	 
      
	 
      	 
      	
                  If
      to the Notes

                
	
                   

                	
                  Collateral
      Agent:

                	
                  Alexandra
      Global Master Fund Ltd.

                
	 
      	 
      	
                  c/o
      Alexandra Investment Management, LLC

                
	 
      	 
      	
                  767
      Third Avenue

                
	 
      	 
      	
                  39th
      Floor

                
	 
      	 
      	
                  New
      York, New York 10017

                
	 
      	
                   

                	
                  Attention:
      Chief Legal Officer

                


        



      3.9.           Relationship of
Parties.  This Agreement is entered into solely for the
purposes set forth herein, and except as expressly provided herein, neither
Party assumes any other duties or responsibilities to the other regarding the
financial condition of the Borrower or any other Party, or regarding any
collateral, or regarding any other circumstance bearing upon the risk of
nonpayment of the obligations of the Borrower under any of the agreements
hereinabove referred to.  Each Party shall be responsible for managing
its banking investments and/or business relationships with the Borrower, and
neither Party shall be deemed to be the agent of the other for any purpose
(except for the limited purpose set forth in Section 2.6) nor shall any party
hereto be deemed to be acting in concert with, or at the direction of, any other
party.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      3.10.          Governing Law.  This
Agreement shall be construed in accordance with, and shall be governed by, the
laws of the State of New York (without giving effect to choice of law or
conflict of law rules).

      


      3.11.          Consent to
Jurisdiction.  Each Party hereby (a) irrevocably submits
and consents to the exclusive jurisdiction of the Supreme Court for New York
County, State of New York, and the United State District Court for the Southern
District of New York with respect to any action or proceeding arising out of
this Agreement or any matter arising therefrom or relating thereto and (b)
waives any objection based on venue or forum non conveniens with
respect thereto.

      


      3.12.          Counterparts.  This
Agreement may be executed in counterparts and by facsimile or other electronic
transmission, each of which when so executed, shall be deemed an original, but
all of which together shall constitute but one and the same
instrument.

      


      3.13           Headings.  The
headings, captions and footers of this Agreement are for convenience of
reference and shall not form part of, or affect the interpretation of, this
Agreement.

      


      3.14           Severability.  If
any provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement or the validity or
enforceability of this Agreement in any other jurisdiction.

      


      3.15           Entire Agreement;
Benefit.  This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter
hereof.  There are no restrictions, promises, warranties, or
undertakings, other than those set forth or referred to herein.  This
Agreement supersedes all prior agreements and understandings, whether written or
oral, between the parties hereto with respect to the subject matter
hereof.  This Agreement and the terms and provisions hereof are for
the sole benefit of only the Notes Collateral Agent, for the benefit of the
Noteholders, and Moriah and their respective successors and permitted
assigns.

      


      3.16           Waiver.  Failure of
any party to exercise any right or remedy under this Agreement or otherwise, or
delay by a party in exercising such right or remedy, or any course of dealing
between the parties, shall not operate as a waiver thereof or an amendment
hereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or exercise of any other right or
power.

      


      3.17           Construction. The language
used in this Agreement will be deemed to be the language chosen by the parties
to express their mutual intent, and no rules of strict construction will be
applied against any party.

      


      


      [Remainder
of this Page Intentionally Left Blank]

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      
 

      IN WITNESS WHEREOF, this
Intercreditor Agreement has been duly executed as of the day and year first
above written.

       

      
        
          	 	ALEXANDRA GLOBAL MASTER FUND
      LTD.,	 
	 	As Notes Collateral
      Agent	 
	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	ALEXANDRA
      INVESTMENT	 
	 	 	MANAGEMENT,
    LLC,	 
	 	 	As Investment
      Advisor	 
	 	 	 	 


        

         

      

      
        
          	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


        

      

       

      
        
          
            
              	 	MORIAH CAPITAL,
      L.P.	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	Moriah Capital Management,
      L.P.,	 
	 	 	General
Partner	 
	 	 	 	 
	 	 	 	 


            

          

           

        

      

      
        
          
            
              	 	 	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	Moriah Capital Management, GP,
      LLC,	 
	 	 	General
Partner	 
	 	 	 	 
	 	 	 	 


            

          

           

        

      

      
        
          
            	 	 	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


          

        

         

      

      
        
          
            
              	 	Acknowledged
      and agreed to by:	 
	 	 	 	 
	
                       

                    	
                      EMAGIN
      CORPORATION

                    	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


            

             

          

        

      

      
        
          
            
              	 	 	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


            

          

           

        

      

      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

       

      ACKNOWLEDGMENT

      


      The
undersigned hereby acknowledges and agrees to the foregoing terms and
provisions.  By executing this Agreement, the undersigned agrees that
it will, together with its successors and assigns, be bound by the provisions
hereof as they relate to the relative rights of the Notes Collateral Agent and
Moriah as between them. The undersigned further agrees that: (i) the terms of
this Agreement shall not give the undersigned any substantive rights vis-a-vis
either the Notes Collateral Agent, the Noteholders or Moriah, (ii) it does not
and will not receive any right, benefit, priority or interest under or because
of the existence of this Agreement, (iii) it will execute and deliver such
additional documents and take such additional action as may be necessary or
desirable in the opinion of any Creditor to effectuate the provisions and
purposes of this Agreement and (iv) this Agreement may be amended or
supplemented from time to time without notice to, or the consent of, the
undersigned.

      


      If either
Moriah or the Notes Collateral Agent shall enforce its rights or remedies in
violation of the terms of this Agreement, the undersigned agrees that it shall
not use such violation as a defense to any Enforcement Action by either Moriah
or the Notes Collateral Agent nor assert such violation as a counterclaim or
basis for set-off or recoupment against either Moriah, the Noteholders or the
Notes Collateral Agent.

       

      

        
          	 	EMAGIN
      CORPORATION	 
	 	 	 	 
	
                  August7,
      2007

                	
                  By:
      

                	/s/ 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


        

      

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      
 

      Schedule
1

      


      Moriah
Collateral

      


      All now owned and hereafter acquired
property (including, without limitation, real property) and assets of Borrower
and the Proceeds and products thereof (which property, assets together with all
other collateral security for the Obligations now or hereafter granted to or
otherwise acquired by Lender, are referred to herein collectively as the "Collateral"),
including, without limitation, all property of Borrower now or hereafter held or
possessed by Lender and including the following (capitalized terms used but not
defined herein have the meanings given to them in the Moriah Loan
Agreement):

       

      (a) All now
owned and hereafter acquired:  Accounts; contract rights; chattel
paper (including, but not limited to, rentals and other amounts payable under
leases of equipment to customers pursuant to which Borrower is the lessor or
assignee of any lessor); general intangibles (including, but not limited to, tax
and duty refunds, patents, patent applications, trademarks, trademark
applications, tradenames and tradestyles, copyrights, copyright applications,
trade rights (whether or not registered), discoveries, improvements, processes,
know-how, formulas, trade secrets, service marks, other rights in intellectual
property (whether patentable or not), goodwill, customer and mailing lists, life
insurance policies, licenses (whether as licensor or licensee), franchises and
permits); documents (including, without limitation, all warehouse receipts);
instruments; all guaranties, letters of credit, steamship guaranties, airway
releases or other similar guaranties, agreements or property securing or
relating to any of the items referred to above (including, but not limited to,
purchase money security interests granted by Account Debtors in connection with
installment sales); all cash monies, investment properties, deposits,
securities, bank accounts, deposit accounts, credits and other property now or
hereafter held in any capacity by Lender;

       

      (b) Inventory;

       

      (c) Equipment
and fixtures;

       

      (d) All now
owned and hereafter acquired right, title and interests of Borrower in, to and
in respect of any real or other personal property in or upon which Lender has or
may hereafter have a security interest, Lien or right of setoff;

       

      (e) All of
Borrower's existing and future leasehold interests in premises or facilities
leased from third parties by Borrower;

       

      (f) All
present and future books and records relating to any of the above including,
without limitation, all present and future books of account of every kind or
nature, purchase and sale agreements, invoices, ledger cards, bills of lading
and other shipping evidence, statements, correspondence, memoranda, credit files
and other data relating to the Collateral or any account debtor, together with
the tapes, disks, diskettes and other data and software storage media and
devices, file cabinets or containers in or on which the foregoing are stored
(including any rights of Borrower with respect to any of the foregoing
maintained with or by any other Person); and

       

      (g) Any and
all products and Proceeds of the foregoing in any form including, without
limitation, all insurance claims, warranty claims and proceeds and claims
against third parties for loss or destruction of or damage to any or the
foregoing.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       


      Schedule
2

      


      Notes
Collateral

      


      The Notes Collateral includes each of
the following, whether now existing or hereafter arising:

      


      (1)           all
Accounts of eMagin Corporation, a Delaware Corporation, (the “Borrower”) and, if
the Collateral Agent exercises its rights under Section 3(b) of the Pledge and
Security Agreement, dated as of July 21, 2006, by the Borrower, to Alexandra
Global Master Fund Ltd., as Collateral Agent (the “Note Pledge Agreement”), the
Lockbox and each and every General Intangible relating thereto;

      


      (2)           all
Inventory of the Borrower;

      


      (3)           all
Equipment of the Borrower;

      


      (4)           all
Proprietary Information owned or licensed by the Borrower, whether existing on
the date hereof or developed or acquired hereafter;

      


      (5)           all
of the Borrower’s right, title and interest in and to all Contracts, Documents,
Chattel Paper, Instruments, Investment Property and General Intangibles, whether
existing on the date hereof or hereafter arising;

      


      (6)           all
cash, securities, rights and other property at any time and from time to time
received, receivable or otherwise distributed in respect of the Collateral,
including, without limitation in respect of the cash or other property held in
the Lockbox or the Collateral Account;

      


      (7)           all
Patents, Patent Licenses, Trademarks and Trademark Licenses;

      


      (8)           all
insurance policies to the extent they relate to items (1) through (7)
above;

      


      (9)           all
books, ledgers, books of account, records, writings, databases, information and
other property relating to, used or useful in connection with, evidencing,
embodying, incorporating, or referring to any of the foregoing; and

      


      (10)           to
the extent not otherwise included, all Proceeds, products, rents, issues,
profits and returns of and from any and all of the foregoing, which Proceeds may
be in the form of Accounts, Chattel Paper, Inventory or
otherwise;  all as provided in the Note Pledge
Agreement.  Capitalized terms used herein but not defined herein shall
have the meanings provided for such terms in the Note Pledge
Agreement.

      


      
 

       

      16