AMENDMENT NO. 2 TO CONVERTIBLE PROMISSORY NOTE

     AMENDMENT NO.2 TO CONVERTIBLE PROMISSORY NOTE (this "Agreement"),  dated as
of May 31, 2002, by and between eMAGIN CORPORATION,  a Delaware corporation (the
"Borrower") and The Travelers Insurance Company (the "Lender"),  each a party to
the Note Purchase Agreement (the "Note Purchase  Agreement")  entered into as of
August 20, 2001 and a Convertible  Promissory Note (the "Note") dated August 20,
2001 issued  thereunder as amended by Amendment No. 1 To Convertible  Promissory
Note (the  "Amendment")  entered into as of May 20, 2002. All capitalized  terms
used herein and not otherwise defined herein shall have the respective  meanings
provided to such terms in the Note;  provided,  that all  references to the Note
shall mean the Note, as amended by the Amendment.

                              W I T N E S S E T H :
                              - - - - - - - - - -

     WHEREAS, the Amendment provides in Section 1.1 thereof that the outstanding
principal  amount of the Note shall be payable  on May 31,  2002 (the  "Maturity
Date");

     WHEREAS,  the  parties  hereto are  currently  engaging  in  discussion  to
renegotiate certain provisions of the Note;

     WHEREAS, in order to allow such discussion to proceed in an orderly manner,
the Borrower has requested and the Lender has agreed to extend the Maturity Date
and amend the Note as set out herein;

     NOW,  THEREFORE,  in consideration of the mutual covenants set forth herein
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby  acknowledged,  the parties  hereto,  intending to be legally  bound,
hereby agree as follows:

                                   ARTICLE ONE

                                AMENDMENT TO NOTE

     SECTION 1.1 Amendment to Note. By executing  this  Agreement,  the Borrower
and the Lender hereby agree and acknowledge that Section 1 of the Note is hereby
amended by deleting  "May 31, 2002" and  inserting in the place of such deletion
"June 5, 2002."

                                   ARTICLE TWO

                                  MISCELLANEOUS

     SECTION 2.1  Counterparts.  This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts,  each
of which counterparts when executed and delivered  (including delivery by way of
facsimile) shall be an original,  but all of which shall together constitute one
and the same instrument. A complete set of counterparts shall be lodged with the
Borrower.
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     SECTION  2.2  GOVERNING  LAW.  THIS  AGREEMENT  SHALL BE  GOVERNED  BY, AND
CONSTRUED  AND ENFORCED IN ACCORDANCE  WITH,  THE LAWS OF THE STATE OF NEW YORK,
EXCLUDING CONFLICT OF LAW PRINCIPLES THAT WOULD CAUSE THE APPLICATION OF LAWS OF
ANY OTHER JURISDICTION.

     SECTION 2.3 Effective  Date.  This  Agreement  shall become  effective (the
"Effective Date") as of the date first referenced above.

     SECTION 2.4 Effect of  Amendment.  From and after the Effective  Date,  the
Note and all references to the Note pursuant to the Note Purchase  Agreement and
the other documents  referenced  therein shall be deemed to be references to the
Note as modified  hereby.  This  Agreement is limited as specified and shall not
constitute  a  modification,  amendment,  acceptance  or  waiver  of  any  other
provision  of the  Note,  the Note  Purchase  Agreement  or any  other  document
referenced therein.

     SECTION 2.5 Headings. The article,  section and subsection headings in this
Agreement  are for  convenience  only and  shall not  constitute  a part of this
Agreement  for any other  purpose and shall not be deemed to limit or affect any
of the provisions hereof.

     SECTION 2.6 Further Assurances.  From and after the date of this Agreement,
upon the request of any party hereto,  each party shall execute and deliver such
instruments,  documents  and other  writings as may be  reasonably  necessary or
desirable  to  confirm  and carry out and to  effectuate  fully the  intent  and
purposes of this Agreement.

                                    * * * * *

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<PAGE>

     IN WITNESSES WHEREOF,  the parties hereto have caused their duly authorized
officers  to execute  and  deliver  this  Agreement  as of the date first  above
written.

                                        BORROWER:

                                        eMAGIN CORPORATION

                                        By:
                                           ------------------------------------
                                           Name:
                                           Title:

                                        LENDER:

                                        THE TRAVELERS INSURANCE COMPANY

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


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