ex1046.htm


    Exhibit
10.46

     

    
 

    PATENT AND TRADEMARK SECURITY
AGREEMENT

    


    This
PATENT AND TRADEMARK SECURITY
AGREEMENT, dated
as of July 21, 2006 (this “Agreement”), made by EMAGIN CORPORATION, a
Delaware corporation (the “Grantor”), to ALEXANDRA GLOBAL MASTER FUND LTD.,
a British
Virgin Islands international business company, as collateral agent (in such
capacity, the “Collateral Agent”) on behalf of the Holders (such capitalized
term and all other capitalized terms used in this Agreement having the
respective meanings provided in this Agreement).

    


    W I T N E S S E T
H:

    


    WHEREAS, the
Grantor and the several Buyers are parties to the several Note Purchase
Agreements pursuant to which, among other things, the Buyers have agreed to
purchase up to $7,000,000 aggregate principal amount of Notes of the
Grantor;

    


    WHEREAS, the
Grantor has certain right, title and interest in and to certain patents, patent
applications and trademarks and related property;

    


    WHEREAS, the
Grantor has agreed to grant to the Collateral Agent a security interest in its
right, title and interest in and to certain patents, patent applications,
trademarks and related rights to secure the payment and performance of certain
obligations of the Grantor, including, without limitation, obligations of the
Grantor under the Notes, the Note Purchase Agreements, the Security Agreement
and this Agreement;

    


    WHEREAS, it is a
condition precedent to the several obligations of the Buyers to purchase their
respective Notes that the Grantor shall have executed and delivered this
Agreement to the Collateral Agent for the ratable benefit of the
Holders;

    


    WHEREAS, the
Grantor is contemporaneously herewith entering into the Security Agreement and
the Lockbox Agreement with the Collateral Agent for the ratable benefit of the
Holders;

     

    NOW, THEREFORE, in
consideration of the premises and to induce the Buyers to purchase their
respective Notes pursuant to the Note Purchase Agreements, the Grantor hereby
agrees with the Collateral Agent, for the ratable benefit of the Holders, as
follows: 


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    1.  Definitions.

    


    (a) As used
in this Agreement, the terms “Agreement”, “Grantor” and “Collateral Agent” shall
have the respective meanings assigned to such terms in the introductory
paragraph of and the recitals to this Agreement.

    


    (b) 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 and of this Agreement.

    


    (c) Capitalized
terms used herein without definition shall have the respective meanings assigned
to such terms in the Notes.

    


    (d) The
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms
defined):

    


    “Accounts”
means all rights to payment for goods sold or leased or for services rendered,
whether or not such rights have been earned by performance.

    


    “Additional
Note” means the Note issued pursuant to the Additional Note Purchase
Agreement.

    


    “Additional
Note Purchase Agreement” means the Note Purchase Agreement, dated as of July 21,
2006, by and between the Grantor and Stillwater LLC, which by its terms
contemplates the issuance of up to $500,000 aggregate principal amount of Notes
on or after December 10, 2006.

    


    “Affiliate”
means, with respect to any Person, any other Person that directly, or indirectly
through one or more intermediaries, controls, is controlled by or is under
common control with the subject Person. For purposes of this definition,
“control” (including, with correlative meaning, the terms “controlled by” and
“under common control with”), as used with respect to any Person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities or by contract or otherwise.

    


    “Buyer”
means any of the several buyers party to a Note Purchase Agreement.

    


    “Code”
means the Uniform Commercial Code as from time to time in effect in the State of
Delaware.


    
      
         

        
        

      

      
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    “Collateral”
means all of the Grantor’s right, title and interest in and to each of the
following, whether now owned or at any time hereafter acquired by the Grantor or
in which the Grantor now has or at any time in the future may acquire any right,
title or interest:

    


    (1) all
Patents;

    


    (2) all
Patent Licenses;

    


    (3) all
Trademarks;

    


    (4) all
Trademark Licenses;

    


    (5) all
Contracts, Documents and General Intangibles developed or acquired by the
Grantor relating to any and all of the foregoing;

    


    (6) all
insurance policies to the extent they relate to the preceding items (1) through
(5); and

    


    (7) to the
extent not otherwise included in the preceding items (1) through (6), all
Proceeds, products, rents, issues, profits and returns of and arising from any
and all of the foregoing.

    


    “Contracts”
shall have the meaning assigned to such term under the Code.

    


    “Documents”
shall have the meaning assigned to such term under the Code.

    


    “Event of
Default” means:

    


    (1)
 the
failure by the Grantor to perform in any material respect any obligation of the
Grantor under this Agreement as and when required by this Agreement;


    


    (2)
 any
representation or warranty made by the Grantor pursuant to this Agreement shall
have been untrue in any material respect when made or deemed to be
made;

    


    (3)
 the
failure by the Grantor to perform in any material respect any obligation of the
Grantor under the Security Agreement as and when required by the Security
Agreement;


    
      
         

        
        

      

      
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    (4) any
representation or warranty made by the Grantor pursuant to the Security
Agreement shall have been untrue in any material respect when made or deemed to
be made; 

    


    (5) the
failure by the Grantor to perform in any material respect any obligation of the
Grantor under the Lockbox Agreement as and when required by the Lockbox
Agreement;

    


    (6) any
representation or warranty made by the Grantor pursuant to the Lockbox Agreement
shall have been untrue in any material respect when made or deemed to be made;
or

    


    (7) any Event
of Default, as that term is defined in any of the Notes.

    


    “General
Intangibles” shall have the meaning ascribed to such term in the Code.


    


    “Holder”
means any Buyer or any holder from time to time of any Note.

    


    “Issuance
Date” means the date on which the Notes are initially issued.

    


    “Lien”
shall mean any lien, mortgage, security interest, chattel mortgage, pledge or
other encumbrance (statutory or otherwise) of any kind securing satisfaction or
performance of an obligation, including any agreement to give any of the
foregoing, any conditional sales or other title retention agreement, any lease
in the nature thereof, and the filing of or the agreement to give any financing
statement under the Code of any jurisdiction or similar evidence of any
encumbrance, whether within or outside the United States.

    


    “Lockbox
Agent” means the Person from time to time serving as Lockbox Agent under the
Lockbox Agreement.

    


    “Lockbox
Agreement” means that certain Lockbox Agreement, dated as of July 21, 2006, by
and between the Grantor and the Lockbox Agent.

    


    “Majority
Holders” means at any time such of the holders of Notes, which based on the
outstanding principal amount of the Notes, represents a majority of the
aggregate outstanding principal amount of the Notes.

    


    “Note
Purchase Agreements” means the several Note Purchase Agreements, dated as of
July 21, 2006, by and between the Grantor and the respective Buyer party thereto
pursuant to which the Grantor issued the Notes,
including, without limitation, the Additional Note Purchase
Agreement.


    
      
         

        
        

      

      
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    “Notes”
means the Grantor’s 6% Senior Secured Convertible Notes due 2007-2008 originally
issued pursuant to the Note Purchase Agreements, including, without limitation,
the Additional Note.

    


    “Obligations”
shall mean:

    


    (1) the full
and prompt payment when due of all obligations and liabilities to the Holders,
whether now existing or hereafter arising, under the Notes, this Agreement or
the other Transaction Documents and the due performance and compliance with the
terms of the Notes and the other Transaction Documents;

    


    (2) any and
all sums advanced by the Collateral Agent or any Holder in order to preserve the
Collateral or to preserve the Collateral Agent’s security interest in the
Collateral; 

    


    (3) in the
event of any proceeding for the collection or enforcement of any obligations or
liabilities of the Grantor referred to in the immediately preceding clauses (1)
and (2) in accordance with the terms of the Notes and this Agreement, the
reasonable expenses of re-taking, holding, preparing for sale, selling or
otherwise disposing of or realizing on the Collateral, or of any other exercise
by the Collateral Agent of its rights hereunder, together with reasonable
attorneys’ fees and court costs; and

    


    (4) any
amounts for which any Holder is entitled to indemnification under Section
4(n).

    


    “Patent(s)”
means all patents, patent applications and patent disclosures which are
presently, or in the future may be, owned, issued, acquired or used (whether
pursuant to a license or otherwise) anywhere in the world by the Grantor, in
whole or in part, and all of the Grantor’s right, title and interest in and to
all patentable inventions and to file applications for patents under patent laws
of the United States or of any other jurisdiction, including any and all
extensions, reissues, substitutes, continuations, continuations-in-part,
divisional, patents of addition, re-examinations and renewals thereof, and
patents issuing therefrom, and any other proprietary rights related to any of
the foregoing (including, without limitation, remedies against infringements
thereof and rights of protection of an interest therein under the laws of all
jurisdictions) and any and all foreign counterparts of any of the foregoing,
including without limitation, those listed on Exhibit A to this
Agreement.

    


    “Patent
Licenses” means each license agreement identified in Exhibit A to this
Agreement as it may be amended, supplemented or otherwise modified from time to
time, and each license agreement relating to Patents hereafter granted to, used
or acquired by the Grantor, in each case together with the right to use and rely
upon the inventions and other intellectual property conveyed
thereunder.


    
      
         

        
        

      

      
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    “Person”
means any natural person, corporation, partnership, limited liability company,
trust, incorporated organization, unincorporated association or similar entity
or any government, governmental agency or political subdivision.

    


    “Proceeds”
shall have the meaning assigned to such term under the Code. 

    


    “PTO”
means the United States Patent and Trademark Office.

    


    “Security
Agreement” means the Pledge and Security Agreement, dated as of July 21, 2006,
between the Grantor and the Collateral Agent.

    


    “Security
Interest” means the security interest and collateral assignment granted in the
Collateral pursuant to this Agreement.

    


    “Subsidiary”
means any corporation or other entity of which a majority of the capital stock
or other ownership interests having ordinary voting power to elect a majority of
the board of directors or other Persons performing similar functions are at the
time directly or indirectly owned by the Company.

    


    “Trademark
License” means each license agreement identified in Exhibit B hereto
as it may be amended, supplemented or otherwise modified from time to time, and
each license agreement relating to Trademarks hereafter used, adopted or
acquired by the Grantor. 

     

    “Trademarks”
means (a) all trademarks, trade names, corporate names, company names, business
names, fictitious business names, trade styles, service marks, logos and other
source or business identifiers of the Grantor adopted for use in conjunction
with the sale of Medical Devices or Competitive Products, now existing anywhere
in the world or hereinafter adopted or acquired, whether currently in use or
not, and the goodwill associated therewith, all registrations and recordings
thereof, and all applications in connection therewith, including, without
limitation, those identified in Exhibit B to this
Agreement, and (b) all renewals thereof by the Grantor.

    


    “Transaction
Documents” means the Notes, the Note Purchase Agreements, this Agreement, the
Security Agreement, the Lockbox Agreement, the Warrants and the other
agreements, instruments and documents contemplated hereby and thereby, and any
amendments, extensions or renewals thereof or replacements
therefor.


    
      
         

        
        

      

      
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    2. Grant of Security
Interest. As
collateral security for the prompt and complete payment and performance when due
of the Obligations and for the other purposes provided in this Agreement, the
Grantor hereby grants, assigns and conveys to the Collateral Agent, for the
ratable benefit of the Holders, all of the Grantor’s right, title and interest
in and to the Collateral as collateral security and hereby grants the Collateral
Agent a continuing first priority security interest therein. Such grant
includes, without limitation, a grant of the security interest to secure the
payment and performance of Obligations relating to the Additional Note upon the
date of issuance of such Additional Note. Notwithstanding the foregoing
assignment, unless and until there shall have occurred and be continuing an
Event of Default, the Grantor shall retain and the Collateral Agent hereby
grants to the Grantor the exclusive, non-transferable, revocable right and
license to use the Collateral on and in connection with making, having made,
using and selling products sold by the Grantor, for the Grantor’s own benefit
and account and for none other (except as provided in the Patent Licenses
identified on Exhibit A and the
Trademark Licenses identified on Exhibit B). The
Grantor agrees not to sell or assign its interest in, or grant any sublicense
under, the foregoing license granted to the Grantor without the prior written
consent of the Collateral Agent, which may be withheld in the Collateral Agent’s
sole and absolute discretion.

    


    3. Representations and
Warranties. The
Grantor hereby represents and warrants that:

    


    (a) Description of Collateral.
True and
complete schedules setting forth all Patents, Patent Licenses, Trademarks and
Trademark Licenses owned, held, controlled or used by the Grantor or to which
the Grantor is a party on the date of this Agreement, together with a summary
description and full information in respect of the filing, registration,
issuance and expiration dates thereof, as applicable, are set forth on
Exhibit A with
respect to Patents and Patent Licenses and on Exhibit B with
respect to Trademarks and Trademark Licenses, respectively, to this
Agreement.

    


    (b) Title; No Other
Liens. Except
for the Lien granted to the Collateral Agent for the ratable benefit of the
Holders pursuant to this Agreement and the Lien granted to the Collateral Agent
for the ratable benefit of the Holders pursuant to the Security Agreement, the
Grantor is the sole and exclusive owner of and has good and marketable title to
each item of the Collateral free and clear of any and all Liens or claims of
others, except as permitted by Section 3.9 of the Notes. None of the Grantor’s
Subsidiaries or other entities controlled by the Grantor has any right, title or
interest in or to any of the Collateral. No security agreement, financing
statement or other public notice with respect to all or any part of the
Collateral is on file or of record in any public office, except such as may have
been filed in favor of the Collateral Agent, for the ratable benefit of the
Holders, pursuant to this Agreement or the Security Agreement.


    
      
         

        
        

      

      
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    (c) Perfected First Priority
Liens. The
Liens granted pursuant to this Agreement will constitute, upon the completion of
all the filings or notices listed in Exhibit C to this
Agreement, which Exhibit includes all UCC-1 financing statements to be filed
pursuant to the terms of the Security Agreement, all requisite filings to be
made with the PTO in the forms substantially similar to that of Exhibit E and
Exhibit F to this
Agreement, valid and perfected Liens on all Collateral in favor of the
Collateral Agent for the ratable benefit of the Holders, which are prior to all
other Liens on such Collateral and which are enforceable as such against all
Persons. 

    


    (d) Consents under
Contracts. No
consent (other than consents that have been obtained) of any party (other than
the Grantor) to any Contract that constitutes part of the Collateral is
required, or purports to be required, in connection with the execution, delivery
and performance of this Agreement or the exercise of the Collateral Agent’s
rights and remedies provided herein or at law. 

    


    (e) Chief Executive
Office. The
Grantor’s chief executive office and chief place of business is located at 10500
N.E. 8th Street,
Suite 1400, Bellevue,
WA 98004.

    


    (f) Authority. The
Grantor has full power, authority and legal right to grant the Collateral Agent
the Lien on the Collateral pursuant to this Agreement.

    


    (g) Approvals, Filings,
Etc. No
authorization, approval or consent of, or filing, registration, recording or
other action with, any United States or foreign court, governmental body,
regulatory agency, self-regulatory organization, or stock exchange or market,
the stockholders of the Company or any other Person, including, without
limitation, the PTO, is required to be obtained or made by the Company or any
Subsidiary (x) for the grant by the Grantor of the Lien on the Collateral
pursuant to this Agreement, (y) the collateral assignment of the Collateral to
the Collateral Agent pursuant to this Agreement or (z) to perfect the Lien
purported to be created by this Agreement, in each case except as has been
obtained or made or (z) for the exercise of the Collateral Agent’s rights and
remedies provided herein or at law.

    


    (h) No Claims. Each of
the Patents and Trademarks existing on the date hereof is valid and enforceable,
and the Grantor is not presently aware of any past, present or prospective claim
by any third party that any of such Patents or Trademarks are invalid or
unenforceable, or that the use of any Patents does or may violate the rights of
any third person, or of any basis for any such claims.

    


    (i) Statutory Notice. The
Grantor has used and will continue to use proper statutory notice in connection
with its use of the Patents.


    
      
         

        
        

      

      
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    (j) Certain Patent
Matters. To its
knowledge, the Grantor does not lack any material rights or licenses to use the
Patents or to make, have made, use, sell, or offer for sale the claimed subject
matter of the Patents. To the knowledge of the Grantor, there are no facts which
would form a basis for a finding that any of the claims of the Patents is
unpatentable, unenforceable or invalid. To the knowledge of the Grantor, there
are no pending U.S. or foreign patent applications which, if issued, would limit
or prohibit the ability of the Grantor or the Collateral Agent to make, have
made, use, sell, or offer for sale the claimed subject matter of the
Patents.

    


    (k) Custom License Matters.
Each
Patent License or Trademark License is the legal, valid and binding obligation
of the Grantor and the respective licensor thereunder; the Grantor is not, and,
to the best knowledge of the Grantor, each licensor is not, in default of any of
its obligations under any Patent License or Trademark License; no event has
occurred and no circumstance exists that with the giving of notice or the
passage of time, or both, would constitute such a default by the Grantor; and,
to the best knowledge of the Grantor, no such event has occurred or circumstance
exists that would constitute a default by the licensor under any Patent License
or Trademark License.

    


    4. Covenants. The
Grantor covenants and agrees with the Collateral Agent that from and after the
date of this Agreement until the payment and performance in full by the Grantor
of all of the Obligations:

    


    (a) Further
Documentation. At any
time and from time to time, upon the written request of the Collateral Agent,
and at the sole expense of the Grantor, the Grantor will promptly and duly
execute and deliver such further instruments and documents and take such further
action as the Collateral Agent may request for the purpose of obtaining or
preserving the full benefits of this Agreement and of the rights and powers
herein granted, including, without limitation, any applicable filing with the
PTO and the filing of any financing or continuation statements under the Code or
similar laws in effect in any such jurisdiction with respect to the Liens
created hereby. The Grantor also hereby authorizes the Collateral Agent to file
any such financing or continuation statement without the signature of the
Grantor to the extent permitted by applicable law. A carbon, photographic or
other reproduction of this Agreement shall be sufficient as a financing
statement for filing in any jurisdiction.

    


    (b) Maintenance of
Records. The
Grantor will keep and maintain at its own cost and expense satisfactory and
complete records of the Collateral. For the further security of the Collateral
Agent for the ratable benefit of the Holders, the Grantor hereby grants to the
Collateral Agent, for the ratable benefit of the Holders, a security interest in
all of the Grantor’s books and records pertaining to the Collateral, and the
Grantor shall turn over any such books and records for inspection
at the office of the Grantor to the Collateral Agent or to its representatives
during normal business hours at the request of the Collateral
Agent.


    
      
         

        
        

      

      
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    (c) Limitation on Liens on
Collateral. The
Grantor (x) will not create, incur or permit to exist, will defend the
Collateral against, and will take such other action as is necessary to remove,
any Lien or claim on or to the Collateral, other than the Liens created hereby
and by the Security Agreement and Liens permitted by Section 3.9 of the Notes,
and (y) will defend the right, title and interest of the Collateral Agent in and
to any of the Collateral against the claims and demands of all
Persons.

    


    (d) Limitations on Dispositions of
Collateral. The
Grantor will not sell, transfer, assign, grant any participation in, sublicense
or otherwise dispose of any of the Collateral to any Persons, including, without
limitation, any Subsidiary or Affiliate, or attempt, offer or contract to do so.


    


    (e) Limitations on Modifications,
Waivers, Extensions of Patent Licenses and Trademark
Licenses. The
Grantor will not (i) amend, modify, terminate or waive any provision of any
Patent License with respect to any Patent or Trademark License with respect to
any Trademark in any manner which could reasonably be expected to materially
adversely affect the value of such Patent License or Trademark License as
Collateral, (ii) fail to exercise promptly and diligently each and every
material right and perform each material obligation which it may have under each
Patent License and Trademark License with respect to any Trademarks. Within two
Business Days of receipt thereof, the Grantor will deliver to the Collateral
Agent a copy of each material demand, notice or document received by it relating
in any way to each Patent License and Trademark License.

    


    (f) Further Identification of
Collateral. The
Grantor shall furnish to the Collateral Agent from time to time, upon the
request of the Collateral Agent, statements and schedules further identifying
and describing the Collateral and such other reports in connection with the
Collateral as the Collateral Agent may reasonably request, all in reasonable
detail.

    


    (g) Notices. The
Grantor shall advise the Collateral Agent promptly, but in no event later than
two Business Days after the occurrence thereof, in reasonable detail, at its
address specified in accordance with Section 15 (i) of any Lien on, or claim
asserted against, any of the Collateral, other than as created hereby or as
permitted hereby, (ii) of any Event of Default or any event which, with the
giving of notice or the passage of time, or both, would become an Event of
Default and (iii) of the occurrence of any other event which could reasonably be
expected to have a material adverse effect on the Liens created hereunder or the
rights of the Collateral Agent hereunder.


    
      
         

        
        

      

      
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    (h) Patents. 

    


    (1) The
Grantor will notify the Collateral Agent immediately if it knows, or has reason
to know, that any application relating to any Patent may become abandoned or of
any adverse determination or development (including, without limitation, the
institution of, or any such determination or development in, any proceeding in
the PTO or any court or tribunal in any country) regarding the Grantor’s
ownership of or license rights or other rights with respect to any
Patent.

    


    (2) The
Grantor will, with respect to any Patent that the Grantor obtains after the
Issuance Date or any Patent License that the Grantor acquires after the Issuance
Date, promptly, but in no event later than five Business Days thereafter, (i)
take all actions necessary so that the Collateral Agent shall obtain a perfected
security interest in such Patent or Patent License and (ii) provide to the
Collateral Agent a revised Exhibit A, listing
all Patents and all Patent Licenses in which the Grantor has an
interest.

    


    (3) Upon
request of the Collateral Agent, the Grantor shall execute and deliver any and
all agreements, instruments, documents, and papers as the Collateral Agent may
request to evidence the Collateral Agent’s security interest in such Patents or
Patent Licenses, and the Grantor hereby constitutes the Collateral Agent its
attorney-in-fact to execute and file all such writings for the foregoing
purposes, all acts of such attorney being hereby ratified and confirmed; such
power being coupled with an interest is irrevocable until the Grantor shall have
paid and performed in full all of its obligations under this Agreement and the
other Transaction Documents.

    


    (4) The
Grantor will take all reasonable and necessary steps, including, without
limitation, in any proceeding before the PTO to maintain and pursue each Patent
including, without limitation, payment of maintenance fees.

    


    (5) In the
event that any Patent included in the Collateral is infringed by a third party,
the Grantor shall promptly notify the Collateral Agent after it learns thereof
and shall, if appropriate, sue for infringement, seeking injunctive relief where
appropriate and to recover any and all damages for such infringement, or take
such other actions as the Grantor shall reasonably deem appropriate under the
circumstances to protect such Patent.

    


    (6) The
Grantor hereby grants to the Collateral Agent and its employees and agents the
right, upon prior written notice, to visit the Grantor’s plants and facilities,
and the Grantor shall use its best efforts to arrange for the Collateral Agent
and its employees and agents to have access to such plants and facilities of
third parties which manufacture or supply goods or services, for or under
contract with the Grantor.


    
      
         

        
        

      

      
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    (i) Trademarks.

    


    (1) The
Grantor (either itself or through licensees) will, with respect to each
Trademark identified in Exhibit B, as
Exhibit B may be
amended, supplemented or otherwise modified from time to time, (i) continue to
use or have used such Trademark to the extent necessary to maintain such
Trademark in full force free from any claim of abandonment for non-use, (ii)
maintain as in the past the quality of products and services offered under such
Trademark, (iii) employ such Trademark with the appropriate notice of
registration, (iv) not adopt or use any mark which is confusingly similar or a
colorable imitation of such Trademark unless the Collateral Agent, for the
ratable benefit of the Holders, shall obtain a first priority perfected security
interest in the Company’s interest in such mark pursuant to this Agreement, and
(v) not (and not permit any licensee or sublicensee thereof to) do any act or
knowingly omit to do any act whereby any such Trademark may become
invalidated.

    


    (2) The
Grantor will promptly notify the Collateral Agent if any application or
registration relating to any Trademark may become abandoned, canceled or denied,
or of any adverse determination or development (including, without limitation,
the institution of, or any such determination or development in, any proceeding
in the PTO or any court or tribunal in any country) regarding the Grantor’s
ownership interest in such Trademark or its right to register the same or to
keep and maintain the same.

    


    (3) The
Grantor will, with respect to any Trademark that the Grantor registers after the
Issuance Date or any Trademark License that the Grantor acquires after the
Issuance Date, promptly (i) take all actions necessary so that the Collateral
Agent, for the ratable benefit of the Holders, shall obtain a perfected security
interest in such Trademark or Trademark License and (ii) provide to the
Collateral Agent a revised Exhibit B listing
all registered Trademarks and all Trademark Licenses in which the Grantor has an
interest.

    


    (4) Upon
request of the Collateral Agent, the Grantor shall execute and deliver any and
all agreements, instruments, documents, and papers as the Collateral Agent may
request to evidence the Collateral Agent’s security interest in any Trademark
and the goodwill and general intangibles of the Grantor relating thereto or
represented thereby, and the Grantor hereby constitutes the Collateral Agent its
attorney-in-fact to execute and file all such
writings for the foregoing purposes, all acts of such attorney being hereby
ratified and confirmed; such power being coupled with an interest is irrevocable
until the Grantor shall have paid and performed in full all of its obligations
under the Transaction Documents. 

      


    


    
      
         

        
        

      

      
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    (5) The
Grantor will take all reasonable and necessary steps, including, without
limitation, in any proceeding before the PTO, to maintain and pursue each
application (and to obtain the relevant registration) and to maintain the
registration of the Trademarks, including, without limitation, filing of
applications for renewal, affidavits of use and affidavits of
incontestability.

    


    (6) In the
event that any Trademark included in the Collateral is infringed,
misappropriated or diluted by a third party, the Grantor shall notify the
Collateral Agent and shall, if appropriate, sue for infringement,
misappropriation or dilution, seeking injunctive relief where appropriate and to
recover any and all damages for such infringement, misappropriation or dilution,
or take such other action as the Grantor reasonably deems appropriate under the
circumstances to protect such Trademark.

    


    (j) Further Actions. Without
limiting the foregoing provisions of this Section 4, the Grantor further agrees
for itself and its successors and assigns to execute upon request any other
lawful documents and likewise to perform any other lawful acts which may be
necessary or desirable to secure fully for the Collateral Agent, for the ratable
benefit of the Holders, all right, title and interest in and to the Collateral,
including, but not limited to, the execution of substitution, reissue,
divisional or continuation patent applications; and preliminary or other
statement of the giving of testimony in any interference or other proceeding in
which the Collateral or any application, Patent or Trademark directed thereto or
derived therefrom may be involved.

    


    (k) License Agreements. The
Grantor shall comply with its obligations under each of its Patent Licenses and
Trademark Licenses.

    


    (l) Changes in Locations, Name,
Etc. The
Grantor will not (i) change the location of its chief executive office/chief
place of business from that specified in Section 3(e) or (ii) change its name,
identity or corporate structure to such an extent that any statement filed by
the Collateral Agent with the PTO in connection with this Agreement would become
misleading, unless it shall have given the Collateral Agent at least 30 days
prior written notice thereof and, prior to such action or event, shall have
taken appropriate action satisfactory to the Collateral Agent to preserve and
protect the Collateral Agent’s collateral assignment and the Security Interest
under this Agreement.


    
      
         

        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    (m) Subsidiaries. This
Agreement is entered into on behalf of and for the benefit of the Grantor. The
Grantor will not permit any of its Subsidiaries or Affiliates or any other
entities controlled by the Grantor to have any ownership or other rights in or
to exercise any control over the Collateral.

    


    (n) Indemnification. The
Grantor agrees to indemnify and hold harmless the Collateral Agent and each
Holder and their respective officers, directors, Affiliates, agents and
investment advisors (each, an “Indemnified Person”) from and against any and all
claims, demands, losses, judgments and liabilities (including liabilities for
penalties) of whatsoever kind or nature, and to reimburse the Collateral Agent
and each Holder for all costs and expenses, including reasonable attorneys’ fees
and expenses, arising out of or resulting from this Agreement, including any
breach hereof or Event of Default hereunder, or the exercise by the Collateral
Agent or any Holder, as the case may be, of any right or remedy granted to it
hereunder or under the other Transaction Documents or under applicable law;
provided,
however, that the
Grantor shall not be required to indemnify a particular Indemnified Person to
the extent any claim, demand, loss, judgment, liability, cost or expense is
determined by final judgment (not subject to further appeal) of a court of
competent jurisdiction to have arisen primarily from the gross negligence or
willful misconduct of such Indemnified Person. In no event shall any Indemnified
Person other than the Collateral Agent have any liability or obligation to the
Grantor under this Agreement or applicable law (liability under which the
Grantor hereby waives) for any matter or thing in connection with this
Agreement, and in no event shall the Collateral Agent or any Holder be liable,
in the absence of a determination of gross negligence or willful misconduct on
its part by final judgment (not subject to further appeal) of a court of
competent jurisdiction, for any matter or thing in connection with this
Agreement other than to account for moneys actually received by it in accordance
with the terms hereof. If and to the extent that the obligations of the Grantor
under this Section 4(n) are unenforceable for any reason, the Grantor hereby
agrees to make the maximum contribution to the payment and satisfaction of such
obligations which is permissible under applicable law. In any suit, proceeding
or action brought by the Collateral Agent or any Holder under any Account or
Contract that constitutes part of the Collateral for any sum owing thereunder,
or to enforce any provisions of any such Account or Contract, the Grantor will
save, indemnify and keep the Collateral Agent and each Holder harmless from and
against all expense, loss or damage suffered by reason of any defense, setoff,
counterclaim, recoupment or reduction or liability whatsoever of the account
debtor or obligor thereunder, arising out of a breach by the Grantor of any
obligation thereunder or arising out of any other agreement, indebtedness or
liability at any time owing to or in favor of such account debtor or obligor or
its successors from the Grantor.


    
      
         

        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    5. Collateral Agent’s
Powers.

    


    (a) Powers. The
Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any
officer or agent thereof or investment advisor thereto, with full power of
substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the place and stead of the Grantor and in the name of the
Grantor or in its own name, from time to time in the Collateral Agent’s
discretion, during any period in which an Event of Default is continuing, for
the purpose of carrying out the terms of this Agreement, to take any and all
appropriate action and to execute any and all documents and instruments which
may be necessary or desirable to accomplish the purposes of this Agreement, and,
without limiting the generality of the foregoing, the Grantor hereby gives the
Collateral Agent and each such officer, agent and investment advisor the power
and right, on behalf of the Grantor, without notice to or assent by the Grantor,
except any notice required by law, to do the following:

    


    (1) to take
possession of and endorse and collect any checks, drafts, notes, acceptances or
other instruments for the payment of moneys due under or with respect to any
Collateral and to file any claim or to take any other action or proceeding in
any court of law or equity or otherwise deemed appropriate by the Collateral
Agent for the purpose of collecting any and all such moneys due under or with
respect to any such Collateral whenever payable, in each case in the name of the
Grantor or its own name, or otherwise;

    


    (2) to pay or
discharge taxes and Liens levied or placed on or threatened against the
Collateral and to pay all or any part of the premiums therefor and the costs
thereof; and

    


    (3) (A) to
direct any party liable for any payment under any of the Collateral to make
payment of any and all moneys due or to become due thereunder directly to the
Collateral Agent or as the Collateral Agent shall direct; (B) to ask or demand
for, collect, receive payment of and receipt for, any and all moneys, claims and
other amounts due or to become due at any time in respect of or arising out of
any Collateral; (C) to sign and endorse any invoices, freight or express bills,
bills of lading, storage or warehouse receipts, drafts against debtors,
assignments, verifications, notices and other documents in connection with any
of the Collateral; (D) to commence and prosecute any suits, actions or
proceedings at law or in equity in any court of competent jurisdiction to
collect the Collateral or any thereof and to enforce any other right in respect
of any Collateral; (E) to defend any suit, action or proceeding brought against
the Grantor with respect to any Collateral; (F) to settle, compromise or adjust
any suit, action or proceeding described in clause (E) above and, in connection
therewith, to give such discharges or releases as the Collateral Agent may deem
appropriate; (G) to assign (along with  the goodwill of  the business
pertaining thereto)  any Patent or Trademark for such term or terms,
on such conditions, and in such manner, as the Collateral Agent shall
in

     


    
      
         

        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    
      its sole
discretion determine; and (H) generally, to sell, transfer, pledge and make any
agreement with respect to or otherwise deal with any of the Collateral as fully
and completely as though the Collateral Agent were the absolute owner thereof
for all purposes, and to do, at the Collateral Agent’s option and the Grantor’s
expense, at any time, or from time to time, all acts and things which the
Collateral Agent deems necessary to protect, preserve or realize upon the
Collateral and the Collateral Agent’s Liens thereon and to effect the intent of
this Agreement, all as fully and effectively as the Grantor might
do.

    

    


    The
Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be
done by virtue hereof. This power of attorney is a power coupled with an
interest and shall be irrevocable until the Grantor shall have paid and
performed in full all of the Obligations.

    


    (b) Filing and
Recordation. In
addition to the filings the Grantor is required to make as specified in
Exhibit C, this
Agreement or an instrument referring hereto may be filed and recorded in such
public offices and with such governmental authorities, including the PTO, as the
Collateral Agent may determine from time to time. The Collateral Agent may so
file and record this Agreement as a “security interest”, “collateral
assignment”, “assignment” or similar designation as the Collateral Agent may
determine (so long as such designation is consistent with the terms of this
Agreement) and the Collateral Agent may from time to time rerecord and refile or
take other action to change the designation under which this Agreement is filed
or recorded (so long as such designation is consistent with the terms of this
Agreement).

    


    (c) Other Powers. The
Grantor also authorizes the Collateral Agent, at any time and from time to time,
to execute, in connection with the sale provided for herein, any endorsements,
assignments or other instruments of conveyance or transfer with respect to the
Collateral.

    


    (d) No Duty on Collateral Agent’s
Part. The
powers conferred on the Collateral Agent hereunder are solely to protect the
Collateral Agent’s interests in the Collateral for the ratable benefit of the
Holders and shall not impose any duty upon the Collateral Agent to exercise any
such powers. The Collateral Agent shall be accountable only for amounts that it
actually receives as a result of the exercise of such powers, and neither it nor
any of its officers, directors, employees or agents shall be responsible to the
Grantor for any act or failure to act hereunder, except for their own gross
negligence or willful misconduct.

    


     


    
      
         

        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (e) Grantor Remains Liable under
Contracts.
Anything herein to the contrary notwithstanding, the Grantor shall remain liable
under each of the ontracts
that constitute part of the Collateral to observe and perform all the conditions
and obligations to be observed and performed by it thereunder, all in accordance
with and pursuant to the terms and provisions of each such Contract. The
Collateral Agent shall not have any obligation or liability under any Contract
that constitutes part of the Collateral by reason of or arising out of this
Agreement or the receipt by the Collateral Agent of any payment relating to such
Contract pursuant hereto, nor shall the Collateral Agent be obligated in any
manner to perform any of the obligations of the Grantor under or pursuant to any
such Contract, to make any payment, to make any inquiry as to the nature or the
sufficiency of any payment received by it or as to the sufficiency of any
performance by any party under any such Contract, to present or file any claim,
to take any action to enforce any performance or to collect the payment of any
amounts which may have been assigned to it or to which it may be entitled at any
time or times. 

    


    6. Performance by Collateral Agent of
Grantor’s Obligations. If the
Grantor fails to perform or comply with any of its agreements contained herein
and the Collateral Agent, as provided for by the terms of this Agreement and
following reasonable notice to the Grantor, may itself perform or comply, or
otherwise cause performance or compliance, with such agreement, and the expenses
of the Collateral Agent incurred in connection with such performance or
compliance shall be payable by the Grantor to the Collateral Agent on demand and
shall constitute Obligations secured hereby.

    


    7. Remedies. If an
Event of Default has occurred and is continuing, but in the case of Events of
Default that are solely ones covered by the final clause (2) of Section 4.01 of
any Note, only after the expiration of the 120-day period specified in such
clause (2) the Collateral Agent may exercise, in addition to all other rights
and remedies granted to it in this Agreement and in any other instrument or
agreement securing, evidencing or relating to the Obligations, all rights and
remedies of a secured party under the Code. Without limiting the generality of
the foregoing, if an Event of Default has occurred and is continuing, but in the
case of Events of Default that are solely ones covered by the final clause (2)
of Section 4.01 of any Note, only after the expiration of the 120-day period
specified in such clause (2) the Collateral Agent, without demand of performance
or other demand, presentment, protest, advertisement or notice of any kind
(except any notice required by law referred to below or expressly provided for)
to or upon the Grantor or any other Person (all and each of which demands,
defenses, advertisements and notices are, to the extent permitted by applicable
law, hereby waived), may in such circumstances forthwith collect, receive,
appropriate and realize upon the Collateral, or any part thereof, and/or may
forthwith sell, license, assign, give option or options to purchase, or
otherwise dispose of and deliver the Collateral or any part thereof (or contract
to do any of the foregoing), at public or private sale or sales, at any
exchange, broker’s board or office of the Collateral Agent or elsewhere upon
such terms and conditions as it may deem advisable and at such prices as it may
deem best, for cash or on credit or for future delivery without
assumption of any credit risk. The Collateral Agent shall have the right upon
any such public sale or sales, and, to the extent permitted by law, upon any
such private sale or sales, to purchase the whole or any part of the Collateral
so sold, free of any right or equity of redemption in the Grantor, which right
or equity is hereby waived, to the extent permitted by applicable law, or
released. 


    
      
         

        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    


    The
Grantor further agrees, if an Event of Default has occurred and is continuing,
at the Collateral Agent’s request, to assemble the Collateral and make it
available to the Collateral Agent at places which the Collateral Agent shall
reasonably select, whether at the Grantor’s premises or elsewhere. The
Collateral Agent shall apply the net proceeds of any such collection, recovery,
receipt, appropriation, realization or sale, after deducting all reasonable
costs and expenses of every kind incurred therein or incidental to the care or
safekeeping of any of the Collateral or in any way relating to the Collateral or
the rights of the Collateral Agent hereunder, including, without limitation,
reasonable attorneys’ fees and disbursements, to the payment in whole or in part
of the Obligations, in such order as the Collateral Agent may elect, and only
after such application and after the payment by the Collateral Agent of any
other amount required by any provision of law, need the Collateral Agent account
for the surplus, if any, to the Grantor. To the extent permitted by applicable
law, the Grantor waives all claims, damages and demands it may acquire against
the Collateral Agent arising out of the exercise by it of any rights hereunder,
provided, that
nothing contained in this Section shall relieve the Collateral Agent from
liability arising solely from its gross negligence or willful misconduct. If any
notice of a proposed sale or other disposition of Collateral shall be required
by law, such notice shall be deemed reasonable and proper if given at least ten
days before such sale or other disposition. The Grantor shall remain liable for
any deficiency if the proceeds of any sale or other disposition of the
Collateral are insufficient to pay the Obligations and the fees and
disbursements of any attorneys employed by the Collateral Agent to collect such
deficiency.

    


    8. Limitation on Duties Regarding
Preservation of Collateral. The
Collateral Agent’s sole duty with respect to the custody, safekeeping and
physical preservation of the Collateral in its possession, under the Code or
otherwise, shall be to deal with it in the same manner as the Collateral Agent
deals with similar property for its own account. Neither the Collateral Agent
nor any of its directors, officers, employees or agents shall be liable for
failure to demand, collect or realize upon all or any part of the Collateral or
for any delay in doing so or shall be under any obligation to sell or otherwise
dispose of any Collateral upon the request of the Grantor or
otherwise.

    


    9. Powers Coupled with an
Interest. All
authorizations and agencies herein contained with respect to the Collateral are
irrevocable and powers coupled with an interest until the Grantor has paid and
performed in full all of the Obligations.


    
      
         

        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    10. Severability. Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

    


    11. Paragraph Headings, Captions,
Etc. The
paragraph headings, the captions and the footers, used in this Agreement are for
convenience of reference only and are not to affect the construction hereof or
be taken into consideration in the interpretation hereof.

    


    12. No Waiver; Cumulative
Remedies. The
Collateral Agent shall not by any act, delay, indulgence, omission or otherwise
be deemed to have waived any right or remedy hereunder or to have acquiesced in
any Event of Default or in any breach of any of the terms and conditions hereof.
No failure to exercise, nor any delay in exercising, on the part of the
Collateral Agent, any right, power or privilege hereunder shall operate as a
waiver thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by the Collateral Agent of any
right or remedy hereunder on any one occasion shall not be construed as a bar to
any right or remedy which the Collateral Agent would otherwise have on any
future occasion. The rights and remedies herein and in the other Transaction
Documents provided are cumulative, may be exercised singly or concurrently and
are not exclusive of any rights or remedies provided by law or in equity or by
statute.

    


    13. Waivers and Amendments; Successors
and Assigns. None of
the terms or provisions of this Agreement may be waived, amended, supplemented
or otherwise modified except by a written instrument executed by the party to be
charged with enforcement; provided, however,
that any
provision of this Agreement may be waived, amended, supplemented or otherwise
modified by the Collateral Agent only with the prior written approval of the
Majority Holders. This Agreement shall be binding upon the successors and
assigns of the Grantor and shall inure to the benefit of the Collateral Agent
and its successors and assigns. The Grantor may not assign its rights or
obligations under this Agreement without the prior written consent of the
Collateral Agent, which the Collateral Agent may withhold in the discretion of
the Majority Holders. The requirements for resignation, and appointment of a
successor to, the Collateral Agent are established by Exhibit D hereto
and not by this Agreement.

    


    14. Termination of Security Interest;
Release of Collateral. (a) Upon
the payment and performance in full by the Grantor of the Obligations, all
right, title and interest of the Collateral Agent in and to the Collateral,
including the Security Interest, pursuant to this Agreement shall terminate and
all rights to the Collateral shall revert to the Grantor. 


    
      
         

        
        

      

      
        19

        
          

        

      

      
        
        

      

    


     

    (b) At any
time and from time to time prior to termination of the right, title and interest
of the Collateral Agent in and to the Collateral pursuant to Section 14(a), the
Collateral Agent shall release any of the Collateral only with the prior written
consent of the Majority Holders. 

    


    (c) Upon any
such termination of the Security Interest, the Collateral Agent will, at the
expense of the Grantor, execute and deliver to the Grantor such documents and
take such other actions as the Grantor shall reasonably request to evidence the
reassignment of the Collateral to the Grantor and the termination of the
Security Interest. The Collateral Agent shall deliver to the Grantor all
Collateral so released then in its possession.

    


    15. Notices. Any
notices required or permitted to be given under the terms of this Agreement
shall be in writing and shall be sent by mail, personal delivery, telephone line
facsimile transmission or courier and shall be effective five days after being
placed in the mail, if mailed, or upon receipt, if delivered personally, by
telephone line facsimile transmission or by courier, in each case addressed to a
party at such party’s address (or telephone line facsimile transmission number)
shown below or such other address (or telephone line facsimile transmission
number) as a party shall have provided by notice to the other party in
accordance with this provision. In the case of any notice to the Grantor, such
notice shall be addressed to the Grantor at 10500 N.E. 8th Street,
Suite 1400,Bellevue, WA 98004, Attention: Chief Financial Officer (telephone
line facsimile number (425) 749-3601), with a copy to Sichenzia Ross Friedman
Ference LLP, 1065 Avenue of the Americas, 21st Floor,
New York, New York 10018, Attention: Richard A. Friedman, Esq. (telephone line
facsimile number (212) 930-9725), and in the case of any notice to the
Collateral Agent, such notice shall be addressed to the Collateral Agent at c/o
Alexandra Investment Management, LLC, 767 Third Avenue, 39th Floor,
New York, New York 10017, Attention: Chief Compliance Officer (telephone line
facsimile transmission number (212) 301-1800).

    


    16. Fees and Expenses. The
Grantor agrees to pay the fees of the Collateral Agent in performing its
services under this Agreement and all reasonable expenses (including but not
limited to attorneys’ fees and costs for legal services, costs of insurance and
payments of taxes or other charges) of, or incidental to, the custody, care,
sale or realization on any of the Collateral or in any way relating to the
performance of the obligations or the enforcement or protection of the rights of
the Collateral Agent hereunder. 

    


    17. Concerning Collateral
Agent. The
Grantor acknowledges that the rights and responsibilities of the Collateral
Agent under this Agreement with respect to any action taken by the Collateral
Agent or the exercise or


    
      
         

        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    nonexercise
by the Collateral Agent of any option, right, request, judgment or other right
or remedy provided for herein or resulting or arising out of this Agreement
shall, as between the Collateral Agent and the Holders, be governed by
Exhibit D to this
Agreement and by such other agreements with respect thereto as may exist from
time to time among them, but, as between the Collateral Agent and the Grantor,
except as expressly provided in Sections 13 and 14, the Collateral Agent shall
be conclusively presumed to be acting as agent for the Holders with full and
valid authority so to act or refrain from acting, and the Grantor shall not be
under any obligation to make any inquiry respecting such authority. The
Collateral Agent hereby waives for the benefit of the Holders any claim, right
or Lien of the Collateral Agent against the Collateral arising under applicable
law or arising from any business or transaction between the Collateral Agent and
the Grantor other than pursuant to this Agreement or any of the other
Transaction Documents.

    


    18. Survival. All
representations, warranties, covenants and agreements of the Grantor and of the
Collateral Agent contained herein will survive the execution and delivery hereof
and the release of any Collateral pursuant hereto and shall remain operative and
in full force and effect regardless of any investigation made by or on behalf of
the Collateral Agent or the Grantor or any person who controls the Collateral
Agent or the Grantor.

    


    19. Grantor’s Obligations Absolute, Etc.
The
obligations of the Grantor under this Agreement shall be absolute and
unconditional and shall remain in full force and effect without regard to, and
shall not be released, suspended, discharged, terminated or otherwise affected
by, any circumstance or occurrence whatsoever, including, without limitation:
(a) any renewal, extension, amendment or modification of or addition or
supplement to or deletion from any of the Transaction Documents or any other
agreement or instrument referred to therein, or any assignment or transfer of
any thereof; (b) any waiver, consent, extension, indulgence or other action or
inaction under or in respect of any such Transaction Document or other agreement
or instrument; (c) any furnishing of any additional security to the Collateral
Agent or its assignees or any acceptance thereof or any release of any security
by the Collateral Agent or its assignees; (d) any limitation on any party’s
liability or obligations under any such Transaction Document or other agreement
or instrument or any invalidity or unenforceability, in whole or in part, of any
such Transaction Document or other agreement or instrument or any term thereof;
or (e) any bankruptcy, insolvency, reorganization, composition, adjustment,
dissolution, liquidation or other like proceeding relating to the Grantor, or
any action taken with respect to this Agreement by any trustee or receiver, or
by any court, in any such proceeding, whether or not the Grantor shall have
notice or knowledge of any of the foregoing.

    


    20. Integration. This
Agreement and the Security Agreement represent the entire agreement of the
Grantor and the Collateral Agent with respect to the subject matter hereof, and
there are no promises, undertakings,


    
      
         

        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    representations
or warranties by the Collateral Agent relative to subject matter hereof not
expressly set forth or referred to herein or therein.

    


    21. Counterparts;
Execution. This
Agreement may be executed in any number of counterparts and all the counterparts
taken together shall be deemed to constitute one and the same instrument. This
Agreement, once executed by a party, may be delivered to the other party hereto
by telephone line facsimile transmission of a copy of this Agreement bearing the
signature of the party so delivering this Agreement.

    


    22. Governing Law. This
Agreement and the rights and obligations of the Grantor under this Agreement
shall be governed by, and construed and interpreted in accordance with, the law
of the State of New York, except to the extent that under the New York Uniform
Commercial Code the laws of another jurisdiction govern matters of perfection
and the effect of perfection or non-perfection of any security interest granted
hereunder.

    


    23. 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.

    


    


    [signature page
follows]


    
      
         

        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    


    IN WITNESS WHEREOF, the
Grantor and the Collateral Agent have caused this Agreement to be duly executed
and delivered by their respective officers or other representatives thereunto
duly authorized as of the date first above written.

     

    
      	 	 	 
	 	EMAGIN
    CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/ Gary W.
      Jones
	 	
              
      Name: Gary W. Jones
	 	Title: Chief Executive
      Officer



      	 	 	 
	 	
              ALEXANDRA GLOBAL MASTER
      FUND LTD., as Collateral
      Agent

            
	 
 	 
 	
               

              
ALEXANDRA INVESTMENT
      MANAGEMENT, LLC, as Investment Advisor

               

            
	 	By:  	/s/ Mikhail
      Filimonov
	 	
              
      Name: Mikhail Filimonov
	 	Title: Chairman and
      Chief Executive Officer


    

     

     

    
      
         

        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    


    STATE
OF_________________________)

                              )
 SS:

    COUNTY
OF_______________________)

    


    [CHECK FOR APPLICABLE FORM OF
ACKNOWLEDGEMENT WHERE SIGNED] On this
     day of
July __, 2006, before me personally appeared                                 proved
to me on the basis of satisfactory evidence to be the person who executed the
above Patent and Trademark Security Agreement as                                 on
behalf of eMagin Corporation, a Delaware corporation, and acknowledged to me
that the corporation executed it.

    


    WITNESS
my hand and official seal.

    


    


    


    ________________________________________

    NOTARY
PUBLIC

    


    


    


    


    


    


    


    STATE
OF__________________    )

                  )
SS:

    COUNTY
OF________________     )

    


    On this
      day of
July __, 2006, before me personally appeared                                 proved
to me on the basis of satisfactory evidence to be the person who executed the
above Patent and Trademark Security Agreement as                                 on
behalf of Alexandra Investment Management, LLC, as Investment Adviser to
Alexandra Global Master Fund Ltd., and acknowledged to me that the limited
liability company executed it.

    


    WITNESS
my hand and official seal.

     

    ________________________________________

    NOTARY
PUBLIC

    


    


    



    
      
        
           

        

        
        

      

      
        24

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT A

    


    Patents, Patent Licenses and Patent
Applications

    


    


    ISSUED PATENTS

    


    
      	
              Patent

              Number

            	
              Title

            	
              Issue
    Date

            
	
              7,068,258

            	
              Portable
      communication device with virtual image display module

            	
              June
      27, 2006

            
	
              2,173,248

              (Canada)

            	
              Head
      Mounted Display System with Aspheric Optics (corr. to
      5,543,816)

            	
              May
      27, 2005

            
	
              6,885,147

            	
              Organic
      Light Emitting Diode Devices with Improved Anode Stability

            	
              April
      26, 2005

            
	
              2,173,624

              (Canada)

            	
              Binocular
      Head Mounted Display System

            	
              March
      29, 2005

            
	
              6,858,989

            	
              Method
      and System for Stabilizing Thin Film Transistors in AMOLED
      displays

            	
              February
      22, 2005

            
	
              6,809,710

            	
              Grey
      Scale Pixel Driver for Electronic Display and Method of Operation
      Therefor

            	
              October
      26, 2004

            
	
              6,809,710

            	
              Grey
      Scale Pixel Driver for Electronic Display and Method of Operation
      Therefor

            	
              October
      26, 2004

            
	
              6,760,034

            	
              Three
      Dimensional Display Emulation Method and System

            	
              July
      6, 2004

            
	
              98808734,0

            	
              Laser
      Ablation Method to Fabricate Color Organic Light Emitting Diode
      Displays

            	
              May
      26, 2004

            
	
              6,657,224

            	
              Organic
      Light Emitting Diode Devices Using Thermostable Hole-Injection and
      Hole-Transport Compounds

            	
              December
      2, 2003

            
	
              6,608,283

            	
              Apparatus
      and Method for Solder-Sealing an active Matrix Organic Light Emitting
      Diode

            	
              August
      19, 2003

            
	
              6,608,439

            	
              Inorganic-Based
      Color Conversion Matrix Element for Organic Color Display Devices and
      Method of Fabrication

            	
              August
      19, 2003

            


    

     

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

     

    
      	
              6,337,492

            	
              Serially-Connected
      Organic Light Emitting Diode Stack Having Conductors Sandwiching Each
      Light Emitting Layer

            	
              January
      8, 2002

            
	
              6,288,232

            	
              Synthesis
      of Pyrazolinynaphthalic Acid Derivatives

            	
              September
      11, 2001

            
	
              6,278,237

            	
              Laterally
      Structured High Resolution Multicolor Organic Electroluminescence Display
      Device

            	
              August
      21, 2001

            
	
              6,265,820

            	
              Heat
      Removal System for use in Organic Light Emitting Diode Displays Having
      High Brightness

            	
              July
      24, 2001

            
	
              6,255,771

            	
              Flashover
      Control Structure for Field Emitter Displays and Method of making the
      same

            	
              July
      3, 2001

            
	
              6,232,934

            	
              Binocular
      Head Mounted Display System

            	
              May
      15, 2001

            
	
              6,218,777

            	
              Field
      Emission Display Spacer with Guard Electrode

            	
              April
      14, 2001

            
	
              6,215,840

            	
              Method
      and Apparatus for Sequential Memory Addressing

            	
              April
      10, 2001

            
	
              6,204,975

            	
              Reflective
      Micro-Display System

            	
              March
      20, 2001

            
	
              6,198,214

            	
              Large
      Area Spacer-Less Field Emissive Display Package

            	
              March
      6, 2001

            
	
              6,198,220

            	
              Sealing
      Structure for Organic Light Emitting Devices

            	
              March
      6, 2001

            
	
              6,181,304

            	
              Convertible
      Right Eye/Left Eye Monocular Head Mounted Display System

            	
              January
      30, 2001

            
	
              6,169,358

            	
              Method
      and Apparatus for Flashover Control Including a High Voltage Spacer for
      Parallel Plate Electron Beam Array Devices and Method of Making
      Thereof

            	
              January
      2, 2001

            
	
              6,166,820

            	
              Laser
      Interferometric Lithographic System Providing Automatic Change of Fringe
      Spacing

            	
              December
      26, 2000

            
	
              6,157,291

            	
              Head
      Mounted Display System

            	
              December
      5, 2000

            
	
              6,144,145

            	
              High
      Performance Field Emitter and Method of Producing the Same

            	
              November
      7, 2000

            


    

     

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

     

    
      	
              6,136,621

            	
              High
      Aspect Ratio Gated Emitter Structure and Method of Making

            	
              October
      24, 2000

            
	
              6,101,028

            	
              Miniature
      Microscope

            	
              August
      8, 2000

            
	
              6,069,443

            	
              Passive
      Matrix OLED Display

            	
              May
      30, 2000

            
	
              6,060,728

            	
              Organic
      Light Emitting Device Structure and Process

            	
              May
      9, 2000

            
	
              6,027,388

            	
              Lithographic
      Structure and Method for Making Field Emitters

            	
              February
      22, 2000

            
	
              6,023,259

            	
              OLED
      Active Matrix Using a Single Transistor Current Mode Pixel
      Design

            	
              February
      8, 2000

            
	
              6,016,033

            	
              Electrode
      Structure for High Resolution Organic Light-Emitting Diode Displays and
      Method for Making the Same

            	
              January
      18, 2000

            
	
              6,005,720

            	
              Reflective
      Micro-Display System

            	
              December
      21, 1999

            
	
              5,965,898

            	
              High
      Aspect Ratio Gated Emitter Structure and Method of Making

            	
              October
      12, 1999

            
	
              5,959,725

            	
              Large
      Area Energy Beam Intensity Profiler

            	
              September
      28, 1999

            
	
              5,920,080

            	
              Emissive
      Display Using Organic Light Emitting Diodes

            	
              July
      6, 1999

            
	
              5,903,098

            	
              Field
      Emission Display Device Having Multiplicity of Through Conductive Vias and
      a Backside Connector

            	
              May
      11, 1999

            
	
              5,903,243

            	
              Compact
      body-Mountable Field Emission Display Device and Display Panel Having
      Utility for use Therewith

            	
              May
      11, 1999

            
	
              5,771,098

            	
              Laser
      Interferometric Lithographic System Providing Automatic Change of Fringe
      Spacing

            	
              June
      23, 1998

            
	
              5,708,449

            	
              Binocular
      Head Mounted Display System

            	
              January
      13, 1998

            
	
              5,688,158

            	
              Planarizing
      Process for Field Emitter Displays and Other Electron Source
      Applications

            	
              November
      18, 1997

            
	
              5,672,938

            	
              Light
      Emission Device Comprising Light Emitting Organic Material and Electron
      Injection Enhancement Structure

            	
              September
      30, 1997

            


    

     

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

     

    
      	
              5,663,608

            	
              Field
      Emission Display Devices, and Field Emission Electron Beam Source and
      Isolation Structure Components Therefor

            	
              September
      2, 1997

            
	
              5,647,785

            	
              Methods
      of Making Vertical Microelectronic Field Emission Devices

            	
              July
      15, 1997

            
	
              Des
      380,482

            	
              Head
      Mounted Display System

            	
              July
      1, 1997

            
	
              5,629,583

            	
              Flat
      Panel Display Assembly Comprising Photoformed Spacer Structure and Method
      of Making the Same

            	
              May
      13, 1997

            
	
              5,619,889

            	
              Method
      of Making Microstructural Surgical Instruments

            	
              April
      15, 1997

            
	
              5,619,097

            	
              Panel
      Display with Dielectric Spacer Structure

            	
              April
      8, 1997

            
	
              5,587,623

            	
              Field
      Emitter Structure and Method of Making the Same

            	
              December
      24, 1996

            
	
              5,583,393

            	
              Selectively
      Shaped Field Emission Electron Beam Source and Phosphor Array for use
      Therewith

            	
              December
      10, 1996

            
	
              5,561,339

            	
              Field
      Emission Array Magnetic Sensor Devices

            	
              October
      1, 1996

            
	
              5,548,181

            	
              Field
      Emission Device Comprising Dielectric Overlayer

            	
              August
      20, 1996

            
	
              5,546,099

            	
              Head
      Mounted Display System Light Blocking Structure

            	
              August
      13, 1996

            
	
              5,543,816

            	
              Head
      Mounted Display System with Aspheric Optics

            	
              August
      6, 1996

            
	
              5,539,422

            	
              Head
      Mounted Display System

            	
              July
      23, 1996

            
	
              5,534,743

            	
              Field
      Emission Display Devices, and Field Emission Electron Beam Source and
      Isolation Structure Components Therefor

            	
              July
      9, 1996

            
	
              5,529,524

            	
              Method
      of Forming a Spacer Structure Between Opposedly Facing Plate
      Members

            	
              June
      25, 1996

            
	
              Des
      359,729

            	
              Portable
      Interface Unit for a Head-Up Display System

            	
              June
      27, 1995

            


    

     

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

     

     

    
      	
              5,144,191

            	
              Horizontal
      Microelectronic Field Emission Devices

            	
              September
      1, 1992

            
	
              5,126,287

            	
              Self-Aligned
      Electron Emitter Fabrication Method and Device Formed
    Thereby

            	
              June
      30, 1992

            
	
              4,902,898

            	
              Wand
      Optices Column and Associated Array Wand and Charged Particle
      Source

            	
              February
      20, 1990

            
	
              98808734.0

              (China)

            	
              Laser
      Ablation Method To Fabricate Color OLED Displays

            	
              May
      26, 2004

            


    


    
      
         

        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    


    PATENT APPLICATIONS IN
PROGRESS

    


    


    
      	
              Patent

              Application
      No.

            	
              Title

            	
              Issue
    Date

            
	
              11/169,154

            	
              Method
      of Clearing Electrical Contact Pads in Thin Film Sealed OLED
      Devices

            	
              N/A

            
	
              09/785,270

            	
              Display
      Method and System

            	
              N/A

            
	
              09/849,745

            	
              Portable
      Communication Device With Virtual Image Display Module

            	
              N/A

            
	
              60/684,633

            	
              Tapered
      Fiber Optic Bundle Megadisplay

            	
              N/A

            
	
              60/583,158

            	
              Photoresist
      Laser Ablation

            	
              N/A

            
	
              09/814,853

            	
              Light
      Extraction from Color Changing Medium Layers in Organic Light Emitting
      Diode Devices

            	
              N/A

            
	
              504797/99

              (Japan)

            	
              Emissive
      Display Using Organic Light Emitting Diodes

            	
              N/A

            
	
              2000-550128

              (Japan)

            	
              An
      Improved Electrode Structure for Organic Light Emitting Diode
      Devices

            	
              N/A

            
	
              6-523218

              (Japan)

            	
              Head
      Mounted Display System

            	
              N/A

            
	
              9-531760

              (Japan)

            	
              Support
      for a Head Mounted Display System

            	
              N/A

            
	
              2004-261527
      (Japan; divisional)

            	
              Binocular
      Head Mounted Display System

            	
              N/A

            
	
              2000-565526

              (Japan)

            	
              Convertible
      Right Eye/Left Eye Monocular Head Mounted Display System

            	
              N/A

            
	
              2000-589993

              (Japan)

            	
              Reflective
      Micro-Display System; Miniature Microscope and Reflective Micro-display
      system respectively

            	
              N/A

            
	
              01950594,0

              (Europe)

            	
              OLED
      Devices Using Thermostable Hole-Injection and Hole-Transport
      Compounds

            	
              N/A

            
	
              11/439,014

            	
              Tapered
      Fiber Optic Bundle Metadisplay

            	
              N/A

            


    

     

     

    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    

     

     

    
      	
              11/402,092

            	
              Auto-calibrating
      Gamma Correction Circuit

            	
              N/A

            
	
              11/399,170

            	
              OLED
      Active Matrix Cell Designed For Optimal Uniformity

            	
              N/A

            
	
              133,678

              (Israel)

            	
              Emissive
      Display Using Organic Light Emitting Diodes

            	
              N/A

            
	
              60/755,907

            	
              Automatic
      Timeout Image Orientation System For FOLED Micro-display

            	
              N/A

            
	
              60/725,406

            	
              Novel
      OLED Lighting Device

            	
              N/A

            
	
              2,490,344

              (Canada;
      divisional)

            	
              Binocular
      Head-Mounted Display System

            	
              N/A

            


    

    



    
      
         

        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    


    


    KODAK PATENTS (partial
list)

    


    
      	
              Topic

            	
              U.S. Pat.
      No.

            	
              Issued

            
	 	 	 
	
              Multilayer
      structure

            	
              4,356,429

            	
              1982

            
	
              Multilayer
      structure - Alq 

            	
              4,539,507

            	
              1985

            
	
              Porphyrin
      injecting layer

            	
              4,720,432

            	
              1988

            
	
              Luminescent
      zone - dye dopant

            	
              4,769,292

            	
              1988

            
	
              Improved
      cathode

            	
              4,885,211

            	
              1989

            
	
              Silazane
      HTL

            	
              4,950,950

            	
              1990

            
	
              Improved
      intensity circuit

            	
              4,996,523

            	
              1991

            
	
              Cathode
      overlayer for stability

            	
              5,047,687

            	
              1991

            
	
              Cathode
      metal cap

            	
              5,059,861

            	
              1991

            
	
              Mg,
      Al cathode

            	
              5,059,862

            	
              1991

            
	
              Organic
      amines HTL

            	
              5,061,569

            	
              1991

            
	
              Fused
      metal cathode

            	
              5,073,446

            	
              1991

            
	
              Blue
      emitters

            	
              5,141,671

            	
              1992

            
	
              Blue
      emitters

            	
              5,150,006

            	
              1992

            
	
              Blue
      emitters

            	
              5,151,629

            	
              1992

            
	
              Integral
      shadow mask

            	
              5,276,380

            	
              1994

            
	
              Integral
      shadow mask color

            	
              5,294,869

            	
              1994

            
	
              Color
      change medium

            	
              5,294,870

            	
              1994

            
	
              White
      emitter (2-layer) BAlq

            	
              5,405,709

            	
              1995

            
	
              Phalocyanine
      dopant

            	
              5,409,783

            	
              1995

            
	
              OLED
      ultra thin device

            	
              5,482,896

            	
              1996

            
	
              ALQ
      blue

            	
              5,484,922

            	
              1996

            
	
              OLED
      ultra thin substrate

            	
              5,530,269

            	
              1996

            
	
              OLED
      TFT process

            	
              5,550,066

            	
              1996

            
	
              AC
      drive scheme

            	
              5,552,678

            	
              1997

            
	
              Polyaromatic
      amine HTL

            	
              5,554,450

            	
              1996

            
	
              Quinacridone
      green

            	
              5,593,788

            	
              1997

            
	
              Electron
      injector (silicides etc.)

            	
              5,608,287

            	
              1997

            
	
              Camera
      data printer

            	
              5,634,156

            	
              1997

            
	
              Blue
      emitter oxadizoles

            	
              5,645,948

            	
              1997

            
	
              Camera
      Information Display

            	
              5,652,930

            	
              1997

            
	
              White
      emitter structure

            	
              5,683,823

            	
              1997

            
	
              OLED
      TFT device

            	
              5,684,365

            	
              1997

            
	
              Blue
      emitter metal complex

            	
              5,755,999

            	
              1998

            
	
              LiF
      cathode

            	
              5,776,622

            	
              1998

            


    

    



    
      
         

        
        

      

      
        A-8

        
          

        

      

      
        
        

      

    


    
 

    EXHIBIT B

    


    Trademarks and Trademark
Licenses

    


    
      	
              Serial App. No.
      

            	
              Item

            	
              Status

            	
              Filing
    Date

            	
              Published, Allowed, or
      Registered

            
	
              78-463416

            	
               VIRTUAL
      VISION VERACITY (Block letters)

            	
              Allowed
      - 1st extension of time granted

            	
              Aug
      6, 2004

            	
              P
      May 2, 2006

            
	
              78-463402

            	
               VERACITY
      (Block letters)

            	 	
              Aug
      6, 2004

            	
              A
      Sep 27, 2005

            
	
              78-235749

            	
              EGLASS

            	
              Registered,
      Int'l

            	
              Apr
      9, 2003

            	
              R
      Aug 17, 2004

            
	
              78-853656

            	
              PRIVATE
      EYES (Block letters)

            	
              Pending
      - Initialized, Int'l

            	
              Apr
      4, 2006

            	 
	
              78-853655

            	
              PRIVATE
      EYE

            	
              Pending
      - Initialized, Int'l 

            	
              Apr
      4, 2006

            	 
	
              78-852411

            	
              EYEVIEWER

            	
              Pending
      - Initialized, Int'l

            	
              Apr
      3, 2006

            	 
	
              78-852409

            	
              EYEWITNESS
      (

            	
              Pending
      - Initialized, Int'l

            	
              Apr
      3, 2006

            	 
	
              78-541421

            	
              Z800
      3D VISOR

            	
              Pending
      - Non-final action, Int'l

            	
              Jan
      3, 2005

            	 
	
              78-667562

            	
              PERSONAL
      VIEWER

            	
              Pending
      - Non-final action, Int'l

            	
              Jul
      11, 2005

            	 
	
              78-667564

            	
              3DVISOR

            	
              Pending
      - Suspension letter, Int'l

            	
              Jul
      11, 2005

            	 
	
              78-667565

            	
              GET
      INSIDE THE GAME

            	
              Pending
      - Non-final action, Int'l

            	
              Jul
      11, 2005

            	 
	
              78-720607

            	
              EYEBUD

            	
              Pending
      - Non-final action, Int'l

            	
              Sep
      26, 2005

            	 
	
              75-856770

            	
              EMAGIN

            	
              Registered,
      Int'l

            	
              Nov
      23, 1999

            	
              R
      Mar 23, 2004

            
	
              74-285,321 

            	
              VIRTUAL
      VISION

            	
              Registered

            	
              June
      16, 1992

            	Dec.
      6, 1994


    

    


    


    


    



    
      
        
           

        

        
        

      

      
        B-1

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT C

    Filings Required for Collateral
Assignment

    and to Perfect Security
Interest

    


    1. Filing
with the PTO

    


    


    2. Filing of
UCC-1 Financing Statement with the State of Delaware

    


    


    3. Filing of
UCC-1 Financing Statement with the State
of Washington

    


    


    4. Filing of
UCC-1 Financing Statement with the State of New York

    


    


    



    
      
        
           

        

        
        

      

      
        C-2

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT D

    


    The Collateral
Agent

    


    1. Appointment. The
Holders (all capitalized terms used in this Exhibit D and not otherwise defined
shall have the respective meanings provided in the Patent and Trademark Security
Agreement to which this Exhibit D is attached (the “Patent and Trademark
Security Agreement”)), by their acceptance of the benefits of the Patent and
Trademark Security Agreement, hereby irrevocably designate Alexandra Global
Master Fund Ltd., as Collateral Agent, to act as specified herein and in the
Patent and Trademark Security Agreement. Each Buyer hereby irrevocably
authorizes, and each other Holder of any Note by the acceptance of such Note
shall be deemed irrevocably to authorize, the Collateral Agent to take such
action on its behalf under the provisions of the Patent and Trademark Security
Agreement and any other instruments and agreements referred to herein or therein
and to exercise such powers and to perform such duties hereunder and thereunder
as are specifically delegated to or required of the Collateral Agent by the
terms hereof and thereof and such other powers as are reasonably incidental
thereto. The Collateral Agent may perform any of its duties hereunder by or
through its agents or employees.

    


    2. Nature of
Duties.  The
Collateral Agent shall have no duties or responsibilities except those expressly
set forth in the Patent and Trademark Security Agreement. Neither the Collateral
Agent nor any of its officers, directors, employees or agents shall be liable
for any action taken or omitted by it as such under the Patent and Trademark
Security Agreement or hereunder or in connection herewith or therewith, unless
caused by its or their gross negligence or willful misconduct. The duties of the
Collateral Agent shall be mechanical and administrative in nature; the
Collateral Agent shall not have by reason of the Patent and Trademark Security
Agreement or any other Transaction Document a fiduciary relationship in respect
of any Holder; and nothing in the Patent and Trademark Security Agreement,
expressed or implied, is intended to or shall be so construed as to impose upon
the Collateral Agent any obligations in respect of the Patent and Trademark
Security Agreement except as expressly set forth herein. The Collateral Agent
shall not take any material action or exercise any material right or power
pursuant to Section 5, 6 or 7 of this Agreement without the authorization or
direction of the Majority Holders; provided,
however, that if
the Collateral Agent determines that it is unable to contact the Majority
Holders for purposes of seeking such authorization or direction or time will not
permit the Collateral Agent to so contact the Majority Holders prior to such
time as detriment may occur to the rights of the Collateral Agent or the Holders
from any failure of the Collateral Agent to act or exercise such right, then in
any such case the Collateral Agent may take such action or exercise such right
without specific authorization or direction from the Majority
Holders.


    
      
         

        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    


    The
Collateral Agent shall not be liable for any act it may do or omit to do while
acting in good faith and in the exercise of its own best judgment. Any act done
or omitted by the Collateral Agent on the advice of its own attorneys shall be
deemed conclusively to have been done or omitted in good faith. The Collateral
Agent shall have the right at any time to consult with counsel on any question
arising under this Patent and Trademark Security Agreement. The Collateral Agent
shall incur no liability for any delay reasonably required to obtain the advice
of counsel.

    


    3. Lack of Reliance on the Collateral
Agent. Independently
and without reliance upon the Collateral Agent, each Holder, to the extent it
deems appropriate, has made and shall continue to make (i) its own independent
investigation of the financial condition and affairs of the Grantor and its
subsidiaries in connection with the making and the continuance of the
Obligations and the taking or not taking of any action in connection therewith,
and (ii) its own appraisal of the creditworthiness of the Grantor and its
subsidiaries, and the Collateral Agent shall have no duty or responsibility,
either initially or on a continuing basis, to provide any Holder with any credit
or other information with respect thereto, whether coming into its possession
before any Obligation arises or the purchase of any Note, or at any time or
times thereafter. The Collateral Agent shall not be responsible to any Holder
for any recitals, statements, information, representations or warranties herein
or in any document, certificate or other writing delivered in connection
herewith or for the execution, effectiveness, genuineness, validity,
enforceability, perfection, collectibility, priority or sufficiency of the
Patent and Trademark Security Agreement or the financial condition of the
Grantor or be required to make any inquiry concerning either the performance or
observance of any of the terms, provisions or conditions of the Patent and
Trademark Security Agreement, or the financial condition of the Grantor, or the
existence or possible existence of any Event of Default.

    


    4. Certain Rights of the Collateral
Agent.  No
Holder shall have the right to cause the Collateral Agent to take any action
with respect to the Collateral, with only the Majority Holders having the right
to direct the Collateral Agent to take any such action. If the Collateral Agent
shall request instructions from the Majority Holders with respect to any act or
action (including failure to act) in connection with the Patent and Trademark
Security Agreement, the Collateral Agent shall be entitled to refrain from such
act or taking such action unless and until it shall have received instructions
from the Majority Holders, and to the extent requested, appropriate
indemnification in respect of actions to be taken by the Collateral Agent; and
the Collateral Agent shall not incur liability to any person by reason of so
refraining. Without limiting the foregoing, no Holder shall have any right of
action whatsoever against the Collateral Agent as a result of the Collateral
Agent acting or refraining from acting hereunder in accordance with the
instructions of the Majority Holders or as otherwise specifically provided in
the Patent and Trademark Security Agreement.


    
      
         

        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    

    
 

    5. Reliance. The
Collateral Agent shall be entitled to rely, and shall be fully protected in
relying, upon any note, writing, resolution, notice, statement, certificate,
telex, teletype or telecopier message, cablegram, radiogram, order or other
document or telephone message signed, sent or made by the proper person or
entity, and, with respect to all legal matters pertaining to the Patent and
Trademark Security Agreement and its duties thereunder, upon advice of counsel
selected by it.

    


    6. Limitation of Holder
Liability.  The
Holders shall not be liable for any liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by or asserted
against the Collateral Agent in performing its duties hereunder or under the
Patent and Trademark Security Agreement.

    


    7. The Collateral Agent in its
Individual Capacity.  The
Collateral Agent and its affiliates may lend money to, purchase, sell and trade
in securities of and generally engage in any kind of business with the Grantor
or any affiliate or subsidiary of the Grantor as if it were not performing the
duties specified herein, and may accept fees and other consideration from the
Grantor for services to the Grantor in connection with the Transaction Documents
and otherwise without having to account for the same to the Holders;
provided,
however, that the
Collateral Agent on behalf of itself and such affiliates, hereby waives any
claim, right or Lien against the Collateral in any way arising from or relating
to any such loan, securities transaction or business with the
Grantor.

    


    8. Holders. The
Collateral Agent may deem and treat the holder of record of any Note as the
owner thereof for all purposes hereof unless and until a written notice of the
assignment or transfer thereof, as the case may be, shall have been filed with
the Collateral Agent. Any request, authority or consent of any person or entity
who, at the time of making such request or giving such authority or consent, is
the holder of record of any Note shall be conclusive and binding on any
subsequent holder, transferee or assignee, as the case may be, of such Note or
of any Note(s) issued in exchange therefor.

    


    9. Resignation by the Collateral
Agent.  (a) The
Collateral Agent may resign from the performance of all its functions and duties
under the Patent and Trademark Security Agreement at any time by giving 60
Business Days’ prior written notice (as provided in the Patent and Trademark
Security Agreement) to the Grantor and the Holders. Such resignation shall take
effect upon the appointment of a successor Collateral Agent pursuant to clauses
(b) and (c) below.


    
      
         

        
        

      

      
        D-3

        
          

        

      

      
        
        

      

    


    (b) Upon any
such notice of resignation, the Majority Holders shall appoint a successor
Collateral Agent hereunder.

    


    (c) If a
successor Collateral Agent shall not have been so appointed within said 60
Business Day period, the Collateral Agent shall then appoint a successor
Collateral Agent who shall serve as Collateral Agent hereunder or thereunder
until such time, if any, as the Majority Holders appoint a successor Collateral
Agent as provided above. If a successor Collateral Agent has not been appointed
within such 60-day period, the Collateral Agent may petition any court of
competent jurisdiction or may interplead the Grantor and Holders in a proceeding
for the appointment of a successor Collateral Agent, and all fees, including but
not limited to extraordinary fees associated with the filing of interpleader,
and expenses associated therewith shall be payable by the Grantor.

    


    (d) The fees
of any successor Collateral Agent for its services as such shall be payable by
the Grantor.

    


    



    
      
        
           

        

        
        

      

      
        D-4

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT E

    


    FORM OF PATENT COLLATERAL ASSIGNMENT


    AND SECURITY
AGREEMENT

    


    This
PATENT SECURITY
AGREEMENT, dated as
of July 21, 2006, made by eMagin Corporation, a Delaware corporation (the
“Grantor”), to Alexandra Global Master Fund Ltd., a British Virgin Islands
international business company, as collateral agent (in such capacity, the
“Collateral Agent”) on behalf of the Holders.

    


    


    W I T N E S S E T
H:

    


    WHEREAS, the
Grantor has acquired certain right, title and interest in certain United States
patents and patent applications identified in Exhibit 1 hereto
(the “Patents”); 

    


    WHEREAS, the
Grantor and the Buyers are parties to certain Note Purchase Agreements, dated as
of July 21, 2006 (as from time to time amended or supplemented, the “Note
Purchase Agreements”), pursuant to which, among other things, the Buyers have
agreed to purchase up to $7,000,000 aggregate principal amount of 6% Senior
Secured Convertible Notes due 2007-2008 (the “Notes”) of the
Grantor;

    


    WHEREAS, it is a
condition precedent to the several obligations of the Buyers to purchase their
respective Notes that the Grantor shall have executed and delivered a Patent and
Trademark Security Agreement to the Collateral Agent for the ratable benefit of
the Holders;

    


    WHEREAS, the
Grantor wishes to grant to the Collateral Agent a security interest in certain
of its property and assets to secure the performance of its obligations under
the Notes; 

    


    WHEREAS, the
Grantor is contemporaneously entering into a Security Agreement and a Patent and
Trademark Security Agreement with the Collateral Agent for the ratable benefit
of the Holders; and

    


    WHEREAS, the
Grantor and Collateral Agent by this instrument seek to confirm and make a
record of the collateral assignment of and grant of a security interest in the
Patents.


    
      
         

        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    


    


    NOW,
THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the Grantor does hereby acknowledge and confirm
that it has made a collateral assignment to the Collateral Agent of, and has
granted to the Collateral Agent a security interest in, all of the Grantor’s
right, title and interest in, to, and under the Patents. The Grantor also
acknowledges and confirms that the rights and remedies of the Collateral Agent
with respect to the collateral assignment of and security interests in the
Patents acknowledged and confirmed hereby are more fully set forth in the Patent
and Trademark Security Agreement and the Security Agreement, the terms and
provisions of which are incorporated herein by reference.

     

     

    
      	 	 	 
	 	EMAGIN
    CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
              
      Name
	 	Title 


    

     

     

    
      	 	 	 
	 	ALEXANDRA GLOBAL MASTER FUND LTD., as Collateral
      Agent
	 
 	 
 	
              
ALEXANDRA INVESTMENT
      MANAGEMENT, LLC, as Investment Advisor

               

            
	 	By:  	 
	 	
              
      Name:
      Mikhail Filimonov
	 	Title: Chairman
      and Chief Executive Officer


    

    


    
 

    


    


    



    
      
         

        
        

      

      
        E-2

        
          

        

      

      
        
        

      

    


    For
eMagin Corporation:

    


    STATE
OF____________________ )

                                                               
)
SS:

    COUNTY
OF__________________  )

    


    Subscribed
and sworn to this        day of
                 ,
2006.

     

    
 

    _________________________________________________

    Notary
Public

     

     

    My
Commission Expires:             
                 

    


    


    


    For
Alexandra Global Master Fund Ltd., 

    as
Collateral Agent:

    


    STATE
OF_______________________ )

                                                             
)
SS:

    COUNTY
OF_____________________  )

    


    Subscribed
and sworn to this        day of
                 ,
2006.

    
 

    _______________________________________________

    Notary
Public

    


    My
Commission Expires:             
                 


    
      
        
           

        

        
        

      

      
        E-3

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT 1

    


    Patents and Patent
Applications

    



    
      
        
           

        

        
        

      

      
        E-1-4

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT F

    


    FORM OF TRADEMARK COLLATERAL
ASSIGNMENT 

    AND SECURITY
AGREEMENT

    


    This
TRADEMARK SECURITY
AGREEMENT, dated as
of July 21, 2006, made by eMagin Corporation, a Delaware corporation (the
“Grantor”), to Alexandra Global Master Fund Ltd., a British Virgin Islands
international business company, as collateral agent (in such capacity, the
“Collateral Agent”) on behalf of the Holders.

    


    


    W I T N E S S E T
H:

    


    WHEREAS, the
Grantor has acquired an interest in certain trademarks identified in
Exhibit B hereto
(the “Trademarks”); 

    


    WHEREAS, the
Grantor and the Buyers are parties to certain Note Purchase Agreements, dated as
of July 21, 2006 (as from time to time amended or supplemented, the “Note
Purchase Agreements”), pursuant to which, among other things, the Buyers have
agreed to purchase up to $7,000,000 aggregate principal amount of 6% Senior
Secured Convertible Notes due 2007-2008 (the “Notes”) of the
Grantor;

    


    WHEREAS, it is a
condition precedent to the several obligations of the Buyers to purchase their
respective Notes that the Grantor shall have executed and delivered a Patent and
Trademark Security Agreement to the Collateral Agent for the ratable benefit of
the Holders;

    


    WHEREAS, the
Grantor wishes to grant to Collateral Agent a security interest in certain of
its property and assets to secure the performance of its obligations under the
Notes; 

    


    WHEREAS, the
Grantor is contemporaneously entering into a Security Agreement and a Patent and
Trademark Security Agreement with the Collateral Agent for the ratable benefit
of the Holders;

    


    WHEREAS, the
Grantor and the Collateral Agent by this instrument seek to confirm and make a
record of the collateral assignment of and grant of a security interest in the
Trademarks.


    
      
         

        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    


    NOW, THEREFORE, for good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Grantor does hereby acknowledge and confirm that it has made a
collateral assignment to the Collateral Agent of, and has granted to the
Collateral Agent a security interest in, all of the Grantor’s interests the
Trademarks. The Grantor also acknowledges and confirms that the rights and
remedies of Collateral Agent with respect to the collateral assignment of and
security interests in the Trademarks acknowledged and confirmed hereby are more
fully set forth in the Patent and Trademark Security Agreement and the Security
Agreement, the terms and provisions of which are incorporated herein by
reference.

     

    
      	 	 	 
	 	EMAGIN
    CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              
      Name:
	 	Title: 


    

     

    
      	 	 	 
	 	ALEXANDRA GLOBAL MASTER FUND LTD., as Collateral
      Agent
	 
 	 
 
      By:	
              
 ALEXADRA INVESTMENT MANAGEMENT,
      LLC,  as Investment Advisor

               

               

            
	 	By:  	 
	 	
              
      Name:
      Mikhail Filimonov
	 	Title: Chairman
      and Chief Executive Officer




    
 

    


    



    
      
         

        
        

      

      
        F-2

        
          

        

      

      
        
        

      

    


    


    For
eMagin Corporation:

    


    STATE
OF_____________________)

                                                                        
)
SS:

    COUNTY
OF___________________ )

    


    Subscribed
and sworn to this        day of
                 ,
2006.

     

    
 

    ___________________________________________

    Notary
Public

     

     

    My
Commission Expires:             
                 

    


    


    


    For
Alexandra Global Master Fund Ltd., as 

    Collateral
Agent:

    


    STATE
OF_____________________)

                                                                         )
SS:

    COUNTY
OF                                             )

    


    Subscribed
and sworn to this        day of
                 ,
2006.

     

     

    _____________________________________________

    Notary
Public

     

     

    My
Commission Expires:             
                 

     

     

    F-3