Exhibit 10.1


    
      Exhibit
        10.1


 

    


     

    


    AMENDMENT
      AGREEMENT

    


    Dated
      as of July 23, 2007

    


    
 

    


    by
      and between

    


    


    EMAGIN
      CORPORATION

    


    and

    


    [NAME
      OF INVESTOR]

    


    


    


    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    

    


    


    




    EMAGIN
      CORPORATION

    


    AMENDMENT
      AGREEMENT

    


    TABLE
      OF CONTENTS

    


    


    

      
        	 	 	 Page
	1.	Definitions.	
                1

              
	 	
                2.

              	
                Amendments;
                  Exchange.

              	
                1

              
	 	
                (a)

              	
                Amendments.

              	
                1

              
	 	
                (b)

              	
                Exchange.

              	
                1

              
	3.	
                Amendments
                  to Note Purchase Agreement.

              	
                1

              
	4.	
                Representations
                  and Warranties of the Company.

              	
                1

              
	 	
                (a)

              	
                Organization
                  and Authority.

              	
                1

              
	 	
                (b)

              	
                Qualifications.

              	
                1

              
	 	
                (c)

              	
                Agreement,
                  Amended Transaction Documents.

              	
                1

              
	 	
                (d)

              	
                Concerning
                  the Shares and the Common Stock.

              	
                1

              
	 	
                (e)

              	
                Non-contravention.

              	
                1

              
	 	
                (f)

              	
                Approvals.

              	
                1

              
	 	
                (g)

              	
                Absence
                  of Certain Proceedings.

              	
                1

              
	 	
                (h)

              	
                Information
                  Provided.

              	
                1

              
	 	
                (i)

              	
                Absence
                  of Certain Changes.

              	
                1

              
	 	
                (j)

              	
                Dilutive
                  Effect.

              	
                1

              
	 	
                (k)

              	
                No
                  Undisclosed Events, Liabilities, Developments or
                  Circumstances.

              	
                1

              
	 	
                (l)

              	
                Absence
                  of Rights Agreement.

              	
                1

              
	 	
                (m)

              	
                Absence
                  of Brokers, Finders, Etc.

              	
                1

              
	 	
                (n)

              	
                SEC
                  Filings.

              	
                1

              
	5.	Representations
                and Warranties of the Holder.	
                1

              
	 	
                (a)

              	
                Authorization.

              	
                1

              
	 	
                (b)

              	
                Acquisition
                  Entirely for Own Account.

              	
                1

              
	 	
                (c)

              	
                Accredited
                  Investor.

              	
                1

              
	6.	Certain
                Covenants.	
                1

              
	 	
                (a)

              	
                Press
                  Releases.

              	
                1

              
	 	
                (b)

              	
                Form
                  8-K; Limitation on Information and Holder Obligations.

              	
                1

              
	 	
                (c)

              	
                SEC
                  Registration Matters.

              	
                1

              
	 	
                (d)

              	
                Certificate
                  of Designations.

              	
                1

              
	 	
                (e)

              	
                Certain
                  Waivers.

              	
                1

              
	 	
                (f)

              	
                Certain
                  Acknowledgments.

              	
                1

              
	7.	
                Effectiveness.

              	
                1

              
	8.	
                Confirmation
                  of Agreements; Entire Agreement.

              	
                1

              
	9.	
                Miscellaneous.

              	
                1

              
	 	
                (a)

              	
                Governing
                  Law.

              	
                1

              
	 	
                (b)

              	
                Counterparts.

              	
                1

              
	 	
                (c)

              	
                Headings,
                  etc.

              	
                1

              
	 	
                (d)

              	
                Severability.

              	
                1

              
	 	
                (e)

              	
                Amendments.

              	
                1

              
	 	
                (f)

              	
                Waivers.

              	
                1

              
	 	
                (g)

              	
                Notices.

              	
                1

              
	 	
                (h)

              	
                Certain
                  Expenses and Fees.

              	
                1

              
	 	
                (i)

              	
                Survival.

              	
                1

              
	 	
                (j)

              	
                Further
                  Assurances.

              	
                1

              
	 	
                (k)

              	
                Construction;
                  Holder Status.

              	
                1

              


      



    

      
        	
                ANNEXES

              	 	 
	 	 	 
	
                Annex
                  I

              	 	
                Form
                  of Amended and Restated 8% Senior Secured Convertible Note due
                  2008

              
	
                Annex
                  II

              	 	
                Form
                  of Amended and Restated Common Stock Purchase Warrant

              
	
                Annex
                  III

              	 	
                Form
                  of Amendment No. 1 to Patent and Trademark Security
                  Agreement

              
	
                Annex
                  IV

              	 	
                Form
                  of Amendment No. 1 to Pledge and Security Agreement

              
	
                Annex
                  V

              	 	
                Form
                  of Amendment No. 1 to Lockbox Agreement

              
	
                Annex
                  VI 

              	 	
                Form
                  of Certificate of Designation of Series A Senior Secured Convertible
                  Preferred Stock

              
	
                Annex
                  VII

              	 	
                Form
                  of Press Release

              


      



    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    



    AMENDMENT
      AGREEMENT

    


    THIS
      AMENDMENT AGREEMENT,
      dated
      as of July 23, 2007 (this “Agreement”), by and between EMAGIN
      CORPORATION,
      INC.,
      a
      Delaware corporation with headquarters located at 10500 N.E. 8th Street, Suite
      1400, Bellevue, Washington 98004 (the “Company”), and [NAME
      OF HOLDER],
      a
                                   
      located
      at                  
      (the
“Holder”).

    


    W I T N E S S E T H:

    


    WHEREAS,
      the
      Holder is the registered holder of one or more Notes (such capitalized term
      and
      all other capitalized terms used herein have the respective meanings provided
      in
      this Agreement) issued by the Company pursuant to the Note Purchase Agreement;
      

    


    WHEREAS,
      the
      Holder and the Company wish to amend and restate the Notes and the Warrants,
      upon the terms and subject to the conditions of this Agreement; and

    


    WHEREAS,
      the
      Holder and the Company wish to amend certain terms of the Note Purchase
      Agreement, Pledge and Security Agreement, Patent and Trademark Agreement and
      Lockbox Agreement as provided in this Agreement;

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants contained herein and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the parties agree as follows:

    


    1. Definitions.

    


    (a) As
      used
      in this Agreement, the terms “Agreement”, “Company” and “Holder” shall have the
      respective meanings assigned to such terms in the introductory paragraph of
      this
      Agreement. Capitalized terms used in this Agreement and not defined in this
      Agreement shall have the respective meanings provided in the Note Purchase
      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) 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):

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    “AGMF”
      means Alexandra Global Master Fund Ltd., a British Virgin Islands international
      business company.

    


    “Amended
      Lockbox Agreement” means the Lockbox Agreement, as amended by Amendment No. 1 to
      Lockbox Agreement. 

    


    “Amended
      Note” means the Amended and Restated 8% Senior Secured Convertible Note due 2008
      of the Company in the form of Annex
      I
      to this
      Agreement.

    


    “Amended
      Patent and Trademark Security Agreement” means the Patent and Trademark Security
      Agreement, as amended by Amendment No. 1 to Patent and Trademark Security
      Agreement. 

    


    “Amended
      Pledge and Security Agreement” means the Pledge and Security Agreement, as
      amended by Amendment No. 1 to Pledge and Security Agreement. 

    


    “Amended
      Security Agreements” means the Amended Pledge and Security Agreement, the
      Amended Patent and Trademark Security Agreement and the Amended Lockbox
      Agreement. 

    


    “Amended
      Warrant” means the Amended and Restated Common Stock Purchase Warrant in the
      form of Annex
      II
      to this
      Agreement.

    


    “Amendment
      Effective Date” means 5 p.m., New York City time, on July 23, 2007, or such
      other date as mutually agreed by the parties hereto. 

    


    “Amendment
      No. 1 to Lockbox Agreement” means the Amendment No. 1 to Lockbox Agreement by
      and between the Company, the Lockbox Agent and the Collateral Agent in the
      form
      of Annex
      V
      to this
      Agreement.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    “Amendment
      No. 1 to Patent and Trademark Security Agreement” means the Amendment No. 1 to
      Patent and Trademark Security Agreement by and between the Company and the
      Collateral Agent in the form of Annex
      III
      to this
      Agreement.

    


    “Amendment
      No. 1 to Pledge and Security Agreement” means the Amendment No. 1 to Pledge and
      Security Agreement by and between the Company and the Collateral Agent in the
      form of Annex
      IV
      to this
      Agreement.

    


    “Amendment
      Transaction Documents” means the Note Purchase Agreement as amended by this
      Agreement, this Agreement, the Amended Note, the Amended Warrant, the
      Certificate Designations, the Amended Security Agreements and
      the
      other agreements, instruments and documents contemplated hereby and
      thereby.

    


    “Certificate
      of Designations” means the Certificate of Designations of Series A Senior
      Secured Convertible Preferred Stock in the form of Annex
      VI
      to this
      Agreement, as the same is filed with the Secretary of State of the State of
      Delaware.

    


    “Collateral
      Agent” shall have the meaning provided or to be provided in each Amended
      Security Agreement.

    


    “Effective
      Time” shall have the meaning provided in Section 7.

    


    “Existing
      Registration Statement” means the Company’s Registration Statement on Form S-3
      (Registration No. 333-136748) ordered effective by the SEC on August 30, 2006.
      

    


    “Note
      Purchase Agreement” means the Note Purchase Agreement (including the Annexes,
      Schedules and Exhibits thereto), dated as of July 21, 2006, [as amended on
      March
      28, 2007] [Add
      to Stillwater Amendment Agreement only] (including
      the Annexes, Schedules and Exhibits thereto) by and between the Company and
      the
      original holder of the Note, including, without limitation, the Stillwater
      Note
      Purchase Agreement.

    


    “OTCBB”
      means the Over-The-Counter Bulletin Board.

    


    “Other
      Amendment Agreements” shall have the meaning provided in Section
      7(k).

    


    “Other
      Amendment Transaction Documents” means the Other Note Purchase Agreement as
      amended by the Other Amendment Agreements, the Other Amended Note, the Other
      Amended Warrant, the Certificate Designations, the Amended Security
      Agreements and
      the
      other agreements, instruments and documents contemplated hereby and
      thereby.

    


    “Other
      Amended Notes” shall have the meaning provided in the Amended Note.

    


    “Other
      Amended Warrants” shall have the meaning provided in the Amended
      Note.

    


    “Preferred
      Shares” means the shares of Series A Preferred Stock issued or issuable upon
      conversion of up to 50% of the outstanding principal amount of the Amended
      Notes.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    “SEC
      Reports” means the
      Company’s (1) Annual Report on Form 10-K for the fiscal year ended December 31,
      2006 (2) Quarterly Report on Form 10-Q for the quarter ended March 31, 2007
      and
      (3) Current Reports on Form 8-K filed with the SEC on May 16, 2007, May 23,
      2007
      and June 8, 2007.

    


    “Securities”
      shall have the meaning provided in the Note Purchase Agreement.

    


    “Series
      A
      Preferred Stock” means the Series A Senior Secured Convertible Preferred Stock,
      par value $0.001 per share, of the Company.

    


    “Transaction
      Form 8-K” shall have the meaning provided in Section 6(b).

    


    “Underlying
      Shares” means the shares of Common Stock issued or issuable upon conversion of
      the Series A Preferred Stock.

    


    2. Amendments;
      Exchange.

    


    (a) Amendments. 

    Upon
      the
      terms and subject to the conditions of this Agreement, the Holder and the
      Company hereby agree that:

    


    (1) At
      the
      Effective Time, the Note shall be amended and restated to read in its entirety
      as set forth in the Amended Note and have an outstanding principal amount equal
      to the principal amount of the Note outstanding immediately prior to the
      Effective Time.

    


    (2) At
      the
      Effective Time, the Warrant shall be amended to read in its entirety as set
      forth in the Amended Warrant.

    


    (3) At
      the
      Effective Time, the Pledge and Security Agreement shall be amended to read
      in
      its entirety as set forth in the Amended Pledge and Security
      Agreement.

    


    (4) At
      the
      Effective Time, the Patent and Trademark Security Agreement shall be amended
      to
      read in its entirety as set forth in the Amended Patent and Trademark Security
      Agreement.

    


    (5) At
      the
      Effective Time, the Lockbox Agreement shall be amended to read in its entirety
      as set forth in the Amended Lockbox Agreement.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    (6) At
      and
      after the Effective Time, the Amendment Effective Date, all references in the
      Transaction Documents to “Note”, “Warrant”, “Pledge and Security Agreement”,
“Patent and Trademark Agreement” and “Lockbox Agreement”, as the case may be,
      shall be deemed references to the Amended Note, the Amended Warrant, the Amended
      Pledge and Security Agreement, the Amended Patent and Trademark Agreement and
      the Amended Lockbox Agreement, as the case may be.

    


    (b) Exchange.

     
      At the
      Effective Time, or as promptly as practicable thereafter, upon the terms and
      subject to the conditions of this Agreement, 

    


    (1) the
      Company shall issue and deliver to the Holder (i) the Amended Note, duly
      executed by the Company, against surrender of the Note to the Company; and
      (ii)
      the Amended Warrant, duly executed by the Company, against surrender of the
      Warrant to the Company; and 

    


    (2) the
      Holder shall surrender to the Company (i)the Note, against issuance and delivery
      by the Company to the Holder of the Amended Note, duly executed by the Company;
      and (ii) the Warrant, against issuance and delivery by the Company to the Holder
      of the Amended Warrant, duly executed by the Company.

    


    3. Amendments
      to Note Purchase Agreement.

     The
      Note
      Purchase Agreement is hereby amended as follows:

    


    (a) Section
      1(c) of the Note Purchase Agreement is hereby amended by deleting the following
      terms “Lockbox Agreement”, “Note”, “Patent and Trademark Security Agreement”,
“Pledge and Security Agreement”, “Shares”, “Trading Market” and “Warrant” and
      their definitions.

    


    (b) Section
      1(c) of the Note Purchase Agreement is hereby amended by adding the following
      terms and definitions in appropriate alphabetical order:

    


    “Amendment
      Agreement” means the Amendment Agreement, dated as of July 23, 2007, by and
      between the Company and the Buyer.

    


    “Amendment
      Effective Date” shall have the meaning provided in the Amendment
      Agreement.

    


    “Certificate
      of Designations” means the Certificate of Designations of Series A Senior
      Secured Convertible Preferred Stock as filed with the Secretary of State of
      the
      State of Delaware.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    “Effective
      Time” shall have the meaning provided in the Amendment Agreement.

    


    “Lockbox
      Agreement” means the Lockbox Agreement by and between the Company and the
      Lockbox Agent in the form attached as Annex
      V,
      and with
      respect to any time at or after the Effective Time on the Amendment Effective
      Date, the Lockbox Agreement as amended by Amendment No. 1 to the Lockbox
      Agreement by and between the Company and the Lockbox Agent in the form attached
      as Annex
      V to
      the
      Amendment Agreement.

    


    “Non-Registered
      Shares” shall have the meaning provided in Section 8(a)(4).

    


    “Note”
      means the 6% Senior Secured Convertible Note due 2007-2008 of the Company in
      the
      form attached as Annex
      I,
      and
      with respect to any time at or after the Effective Time on the Amendment
      Effective Date, the Amended and Restated 8% Senior Secured Convertible Note
      due
      2008 as amended and restated pursuant to the Amendment Agreement in the form
      attached as Annex
      I
      to the
      Amendment Agreement.

    


    “Patent
      and Trademark Security Agreement” means the Patent and Trademark Security
      Agreement from the Company to the Collateral Agent in the form attached as
      Annex
      III,
      and
      with respect to any time at or after the Effective Time on the Amendment
      Effective Date, the Patent and Trademark Security Agreement as amended by
      Amendment No. 1 to the Patent and Trademark Security Agreement from the Company
      to the Collateral Agent in the form attached as Annex
      III
      to the
      Amendment Agreement.

    


    “Pledge
      and Security Agreement” means the Pledge and Security Agreement from the Company
      to the Collateral Agent in the form attached as Annex
      IV,
      and
      with respect to any time at or after the Effective Time on the Amendment
      Effective Date, the Pledge and Security Agreement as amended by Amendment No.
      1
      to the Pledge and Security Agreement from the Company to the Collateral Agent
      in
      the form attached as Annex
      IV
      to the
      Amendment Agreement.

    


    “Preferred
      Shares” means the shares of Series A Preferred Stock issued or issuable pursuant
      to the terms of the Notes.

    


    “Series
      A
      Preferred Stock” means the Series A Senior Secured Convertible Preferred Stock,
      $0.001 par value, of the Company.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    “Shares”
      means the Conversion Shares, the Warrant Shares, the Preferred Shares and the
      Underlying Shares.

    


    “Trading
      Market” means the AMEX, the Nasdaq, the Nasdaq Capital Market, the New York
      Stock Exchange, Inc. or the Over-The-Counter Bulletin Board.

    


    “Underlying
      Shares” means the shares of Common Stock issued or issuable upon conversion of
      the Preferred Shares.

    


    “Warrant”
      means the Common Stock Purchase Warrant in the form attached hereto
      as
      Annex II,
      and
      with respect to any time after the Effective Time on the Amendment Effective
      Date, the Amended and Restated Common Stock Purchase Warrant as amended and
      restated pursuant to the Amendment Agreement in the form attached as
Annex
      II
      to the
      Amendment Agreement.

    


    (c) Section
      8(a)(3) is hereby amended by adding the following to the end
      thereof:

    


    Notwithstanding
      anything contained herein to the contrary, in the event that the SEC limits
      the
      amount of Registrable Securities that may be sold by selling security holders
      in
      a particular Registration Statement, the Company may scale back from such
      registration statement such number of Registrable Securities on behalf of all
      the selling security holders on a pro-rata basis based on the total number
      of
      Registrable Securities held by such selling security holders. In such event
      the
      Company shall give the Holder prompt notice of the number of the Registrable
      Securities excluded. Further, and in addition to the foregoing, the Company
      will not be liable for payment of partial liquidated damages described in
      Section 8(a)(4) of this Agreement for any delay in registration of the
      Registrable Securities in the event that such delay is due to the fact that
      the
      SEC has limited the amount of Registrable Securities that may be included and
      sold by selling security holders in the Registration Statement pursuant to
      Rule
      415 promulgated under the 1933 Act or any other basis. Finally, in the
      event of any such delay, the Company shall use its best efforts to register
      such
      excluded Registrable Securities as promptly as practicable, but in any event
      no
      later than 30 days after the first opportunity that is permitted by the SEC
      to
      register for resale the Registrable Securities that have been cut back from
      being registered.

    


    (d) Section
      8(a)(4) is hereby amended by adding the following to the end
      thereof:

    


    Notwithstanding
      anything to the contrary contained in this Section 8(a)(4), to the extent that
      registration of any shares underlying the Notes, the Series A Preferred Stock
      or
      the Warrants is prohibited (the “Non-Registered Shares”) as a result of rules,
      regulations, positions or releases issued or actions taken by the SEC pursuant
      to its authority with respect to Rule 415 and the Company has sought to register
      at such time the maximum number of Registrable Securities permissible upon
      consultation with the SEC, then the partial liquidated damages described in
      the
      this Section 8(a)(4) shall not be applicable to such Non-Registered
      Shares.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    4. Representations
      and Warranties of the Company.

    The
      Company hereby represents and warrants to, and covenants and agrees with, the
      Holder that:

    


    (a) Organization
      and Authority.

    The
      Company and each of the Subsidiaries is a corporation duly organized, validly
      existing and in good standing under the laws of the jurisdiction of its
      incorporation, and (i) each of the Company and the Subsidiaries has all
      requisite corporate power and authority to own, lease and operate its properties
      and to carry on its business as described in the SEC Reports and as currently
      conducted, and (ii) the Company has all requisite corporate power and authority
      to execute, deliver and perform its obligations under the Amendment Transaction
      Documents to be executed and delivered by the Company in connection herewith,
      and to consummate the transactions contemplated hereby and thereby; and the
      Company does not have any equity investment in any other Person other than
      (x)
      the Subsidiaries listed in the SEC Reports and (y) Subsidiaries which do not,
      individually or in the aggregate, have any material revenue, assets or
      liabilities.

    


    (b) Qualifications.

    The
      Company and each of the Subsidiaries are duly qualified to do business as
      foreign corporations and are in good standing in all jurisdictions where such
      qualification is necessary and where failure so to qualify could have a Material
      Adverse Effect.

    


    (c) Amendment
      Transaction Documents.

    The
      Amendment Transaction Documents have been duly and validly authorized by the
      Company; this Agreement has been duly executed and delivered by the Company
      and,
      assuming due execution and delivery by the Holder, this Agreement is, and the
      Amended Security Agreements will be, when duly executed and delivered by the
      Company, and the Amended Note and Amended Warrant will be, when executed and
      delivered by the Company, valid and binding obligations of the Company
      enforceable in accordance with their respective terms, except as the
      enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
      moratorium, fraudulent conveyance or other similar laws now or hereafter in
      effect relating to or affecting creditors' rights generally and general
      principles of equity, regardless of whether enforcement is considered in a
      proceeding in equity or at law.

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     (d) Concerning
      the Shares and the Common Stock.

    The
      Shares have been duly authorized and the Conversion Shares and the Preferred
      Shares, if any, when issued upon conversion of the Amended Note, and the Warrant
      Shares, when issued upon exercise of the Amended Warrant and the Underlying
      Shares when issued upon conversion of the Preferred Shares, in each such case
      will be duly and validly issued, fully paid and non-assessable and will not
      subject the holder thereof to personal liability by reason of being such holder.
      The Company has duly reserved 13,207,564 shares of Common Stock exclusively
      for
      issuance upon conversion of the Amended Note and the Other Amended Notes or
      the
      Preferred Shares, as the case may be, and exercise of the Amended Warrant and
      the Other Amended Warrants, and such shares shall remain so reserved, and the
      Company shall from time to time reserve such additional shares of Common Stock
      as shall be required to be reserved pursuant to the Amended Note, the Other
      Amended Notes, the Certificate of Designations, and the Amended Warrant, so
      long
      as the Amended Note, the Other Amended Notes or the Amended Warrant are
      outstanding. The Common Stock is trading on the OTCBB. The Company knows of
      no
      reason that the Shares will not be eligible for quotation on the OTCBB. The
      Company acknowledges that the Securities may be pledged in connection with
      a
      bona fide margin account or other loan or financing arrangement secured by
      the
      Securities and such pledge of Securities shall not be deemed to be a transfer,
      sale or assignment of the Securities hereunder, and the Holder shall not be
      required to provide the Company with any notice thereof or otherwise make any
      delivery to the Company pursuant to the Amendment Transaction Documents;
provided,
      however, that
      in order
      to make any sale, transfer or assignment of Securities in connection with a
      foreclosure or realization on such pledge, the Holder or its pledgee shall
      make
      such disposition in accordance with, or pursuant to a registration statement
      or
      an exemption under, the 1933 Act.

    


    (e) Non-contravention.

    The
      execution and delivery of the Amendment Transaction Documents by the Company
      and
      the consummation by the Company of the issuance of the Securities and the other
      transactions contemplated by the Amendment Transaction Documents do not and
      will
      not, with or without the giving of notice or the lapse of time, or both, (i)
      result in any violation of any provision of the certificate of incorporation
      or
      by-laws of the Company or any subsidiary, (ii) conflict with or result in a
      breach by the Company or any Subsidiary of any of the terms or provisions of,
      or
      constitute a default under, or result in the modification of, or result in
      the
      creation or imposition of any lien, security interest, charge or encumbrance
      (other than pursuant to the Security Agreements) upon any of the properties
      or
      assets of the Company or any Subsidiary pursuant to, any indenture, mortgage,
      deed of trust or other agreement or instrument to which the Company or any
      Subsidiary is a party or by which the Company or any Subsidiary or any of their
      respective properties or assets are bound or affected, in any such case which
      would be reasonably likely to have a Material Adverse Effect, (iii) violate
      or
      contravene any applicable law, rule or regulation or any applicable decree,
      judgment or order of any court, United States federal or state regulatory body,
      administrative agency or other governmental body having jurisdiction over the
      Company or any Subsidiary or any of their respective properties or assets,
      in
      any such case which could have a Material Adverse Effect, or (iv) have any
      material adverse effect on any permit, certification, registration, approval,
      consent, license or franchise necessary for the Company or any Subsidiary to
      own
      or lease and operate any of its properties and to conduct any of its business
      or
      the ability of the Company or any Subsidiary to make use thereof. 

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    (f) Approvals.

    No
      authorization, approval or consent of, or filing with, any court, governmental
      body, regulatory agency, self-regulatory organization, or stock exchange or
      market or the stockholders of the Company is necessary to be obtained or made
      by
      the Company in connection with the execution, delivery and performance of the
      Amendment Transaction Documents and the consummation of the other transactions
      contemplated by the Amendment Transaction Documents other than (1) such as
      have
      been obtained and are in effect, (2) the requirement for the SEC to declare
      effective any registration statement required to be filed pursuant to this
      Agreement, (3) the filing of the Certificate of Designations with the Secretary
      of State of the State of Delaware and (4) the filing of the Transaction
      Form 8-K.

    


    (g) Absence
      of Certain Proceedings.

    Except
      as
      described in the SEC Reports, there is no action, suit, proceeding, inquiry
      or
      investigation before or by the OTCBB, any court, public board or body pending
      or, to the knowledge of the Company, threatened against or affecting the
      Company, the Common Stock or any of the Subsidiary or any of the Company’s or
      Subsidiary’s officers or directors in their capacity as such wherein an
      unfavorable decision, ruling or finding would have a material adverse effect
      on
      the business, properties, operations, financial condition or results of
      operations of the Company or the transactions contemplated by the Amendment
      Transaction Documents or which could adversely affect the validity or
      enforceability of, or the authority or ability of the Company to perform its
      obligations under, this Agreement or any of the other Amendment Transaction
      Documents.

    


    (h) Information
      Provided.

    The
      information provided by or on behalf of the Company to the Holder in connection
      with the transactions contemplated by this Agreement does not contain any untrue
      statement of a material fact or omit to state any material fact necessary in
      order to make the statements therein, in the light of the circumstances in
      which
      they were made, not misleading.

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    (i) Absence
      of Certain Changes.

    Except
      as
      disclosed in the SEC Reports, since December 31, 2006, there has been no
      material adverse change and no material adverse development in the business,
      properties, operations, condition (financial or otherwise), results of
      operations or prospects of the Company and the Subsidiaries taken as a whole.
      Except as disclosed in the SEC Reports, since December 31, 2006, neither the
      Company nor any Subsidiary has (i) declared or paid any dividends, (ii) sold
      any
      assets, individually or in the aggregate, outside of the ordinary course of
      business, (iii) had capital expenditures outside of the ordinary course of
      business, (iv) engaged in any transaction with any Affiliate except as set
      forth
      in the SEC Reports or (v) engaged in any other transaction outside of the
      ordinary course of business. The Company has not taken any steps to seek
      protection pursuant to any bankruptcy law nor does the Company have any
      knowledge or reason to believe that its creditors intend to initiate involuntary
      bankruptcy proceedings or any actual knowledge of any fact that would reasonably
      lead a creditor to do so. The Company is not as of the date hereof, after giving
      effect to the transactions contemplated hereby to occur on the Amendment
      Effective Date and the transactions contemplated by the Amendment Transaction
      Documents and the Other Amendment Transaction Documents, Insolvent.

    


    (j) Dilutive
      Effect.

     
      The
      Company understands and acknowledges that the number of Shares issuable upon
      conversion of the Note and the Other Notes and the Preferred Shares, as the
      case
      may be, and upon exercise of the Warrant and the Other Warrants will be
      substantial and may increase in certain circumstances. The Company further
      acknowledges that, subject to the terms and conditions of the Amendment
      Transaction Documents, its obligation to issue Shares upon conversion of the
      Note and the Preferred Shares, as the case may be, and upon exercise of the
      Warrant in accordance with this Agreement, the Note Purchase Agreement, the
      Note, the Certificate of Designations and the Warrant is, in each case, absolute
      and unconditional regardless of the dilutive effect that such issuance may
      have
      on the ownership interests of other stockholders of the Company.

    


    (k) No
      Undisclosed Events, Liabilities, Developments or
      Circumstances.

    No
      event,
      liability, development, circumstance or transaction has occurred or exists,
      with
      respect to the Company or any Subsidiary or their respective business,
      properties, operations, condition (financial or other), results of operations
      or
      prospects, that would be required to be disclosed by the Company under
      applicable securities laws (including pursuant to the anti-fraud provisions
      thereof) on a registration statement on Form S-3 filed with the SEC relating
      to
      an issuance and sale by the Company of its Common Stock and which has not been
      publicly disclosed.

    


    
      
        
        

      

      
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    (l) Absence
      of Rights Agreement.

    The
      Company has not adopted a shareholder rights plan or similar arrangement
      relating to accumulations of beneficial ownership of Common Stock or a change
      of
      control in the Company.

    


    (m) Absence
      of Brokers, Finders, Etc.

    No
      broker, finder or similar Person is entitled to any commission, fee or other
      compensation by reason of action taken by or on behalf of the Company in
      connection with the transactions contemplated by this Agreement other than
      the
      Placement Agent (whose commissions, fees and compensation shall be payable
      solely by the Company in accordance with a written agreement between the Company
      and the Placement Agent), and the Company shall pay, and indemnify and hold
      harmless the Buyer from, any claim made against the Buyer by any Person for
      any
      such commission, fee or other compensation.

    


    (n) SEC
      Filings.

    The
      Company has filed all required forms, reports and other documents with the
      SEC
      since December 31, 2005. All of such forms, reports and other documents
      complied, when filed, in all material respects, with all applicable requirements
      of the 1933 Act and the 1934 Act. 

    


    5. Representations
      and Warranties of the Holder.

    The
      Holder represents and warrants to, and covenants and agrees with, the Company
      as
      follows: 

    


    (a) Authorization.

    The
      Holder has full power and authority to enter into this Agreement. This Agreement
      constitutes such Investor’s legal, valid and binding obligation, enforceable
      against such Investor in accordance with its terms except as the enforceability
      hereof may be limited by bankruptcy, insolvency, reorganization, moratorium,
      fraudulent conveyance or other similar laws now or hereafter in effect relating
      to or affecting creditors’ rights generally and general principles of equity,
      regardless of whether enforcement is considered in a proceeding in equity or
      at
      law.

    


    (b) Acquisition
      Entirely for Own Account.

    The
      Preferred Shares which may be acquired by the Holder upon conversion of the
      Amended Notes, will be acquired for the Holder’s own account and not with a view
      towards the public resale or distribution thereof within the meaning of the
      1933
      Act; and the Holder will acquire any Shares issued to the Holder prior to the
      SEC Effective Date of a Registration Statement covering the resale of such
      Shares by the Holder for its own account and not with a view towards the public
      resale or distribution thereof within the meaning of the 1933 Act prior to
      such
      SEC Effective Date; and the Holder has no intention of making any distribution,
      within the meaning of the 1933 Act, of the Shares except in compliance with
      the
      registration requirements of the 1933 Act or pursuant to an exemption
      therefrom.

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    (c) Accredited
      Investor.

    The
      Holder is an “accredited investor” as that term is defined in Rule 501(a) of
      Regulation D under the 1933 Act.

    


    6. Certain
      Covenants.

    


    (a) Press
      Releases.

     
      Any
      press release or other publicity concerning this Agreement or the transactions
      contemplated by this Agreement shall be submitted to the Holder for comment
      at
      least one Business Day prior to issuance, unless the release is required to
      be
      issued within a shorter period of time pursuant to this Agreement or by law
      or
      pursuant to the rules of the securities exchange or market which at the time
      constitutes the principal market for the Common Stock.  The
      Company shall, contemporaneously with the Effective Time on the Amendment
      Effective Date or as promptly as possible thereafter on the Amendment Effective
      Date, issue a press release, in the form of Annex
      VII
      hereto,
      concerning the transactions contemplated hereby. The Company's other press
      releases and other public information, to the extent concerning the Amendment
      Transaction Documents, shall contain such information as reasonably requested
      by
      the Holder and be reasonably approved by the Holder prior to issuance.


    


    (b) Form
      8-K; Limitation on Information and Holder
      Obligations.

    (1)
      Within two Business Days after the Amendment Effective Date, the Company will
      publicly report the transaction contemplated by this Agreement and the Other
      Amendment Agreements entered into on or before the Amendment Effective Date
      by
      filing with the SEC a Current Report on Form 8-K under the 1934 Act, which
      report shall describe the material terms of the transactions contemplated hereby
      and thereby and include copies of the forms of the Transaction Documents as
      exhibits to such report (the “Transaction Form 8-K”). The Company acknowledges
      and agrees that, upon the filing of the Transaction Form 8-K with the SEC,
      the
      Holder shall not be in possession of any material nonpublic information received
      from the Company, or, to its knowledge, from any Subsidiary or any of their
      respective officers, directors, employees or agents.

    


    (2) The
      Company shall not provide, and shall cause each Subsidiary and the respective
      officers, directors, employees and agents of the Company and the Subsidiaries
      not to provide, the Holder any material nonpublic information regarding the
      Company or any Subsidiary from and after the date the Company files, or is
      required by this Agreement to file, the Transaction Form 8-K with the SEC
      without the prior express written consent of the Holder.

    


    
      
        
        

      

      
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    (c) SEC
      Registration Matters.

    (1)
      The
      Company shall, not later than August 31, 2007, file with the SEC a Registration
      Statement covering the resale by the Holder of a number of shares of Common
      Stock equal to 100% of the sum of (A) the number of Conversion Shares issuable
      upon conversion of the Amended Notes and Underlying Shares issuable upon
      conversion of the Preferred Shares, as the case may be, and one quarter-year
      of
      accrued and unpaid interest and dividends thereon at the rate specified in
      the
      Note or the Certificate of Designations, as the case may be, plus
      (B) the
      number of Warrant Shares issuable upon exercise of the Amended Warrant
      (determined without regard to any limitation on the number of shares of Common
      Stock issuable upon such conversion or exercise) to the extent such number
      of
      shares are not available for resale under the Existing Registration Statement
      (the “Additional Registration Statement”). The Additional Registration Statement
      shall be prepared, filed and otherwise treated for purposes of the Note Purchase
      Agreement as a “Registration Statement” under and as defined in the Note
      Purchase Agreement, as amended by this Agreement.

    


    (2) The
      Company shall, as promptly as practicable, prepare and file with the SEC
      pursuant to Rule 424 under the 1933 Act a prospectus supplement or amended
      prospectus for the prospectus forming part of the Existing Registration
      Statement that includes all information relating to this Agreement and the
      transactions contemplated hereby that is required to be disclosed in such
      prospectus.

    


    (d) Certificate
      of Designations.

    The
      Company shall, as promptly as practicable but in no event later than five
      Business Days after the Amendment Effective Date, file the Certificate of
      Designations with the Secretary of State of the State of Delaware and provide
      confirmation of such filing to the Holder.

    


    (e) Certain
      Waivers.

     The
      Holder and the holders of the Other Notes have previously delivered to the
      Company certain waivers with respect to certain Events of Default and Repurchase
      Events that may otherwise have arisen by reason of the delisting of the
      Company’s Common Stock from trading on the AMEX, the obligation to maintain
      certain Cash and Cash Equivalent Balances under the Notes and the transfer
      of
      patent number 6,337,492 to Kodak Corporation. Although such previously granted
      waivers remain in full force and effect, at the request of the Company, the
      Holder agrees to reconfirm such waivers hereunder. In order to reconfirm such
      waivers, to the extent not otherwise already waived, the Holder hereby
      waives:

    


    (1) any
      Event
      of Default or Repurchase Event under the Notes or any of the other Transaction
      Documents that have arisen or may arise by reason of the delisting of the
      Company’s Common Stock from trading on the AMEX;

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    (2) the
      accrual and payment of any partial liquidated damages required to be paid by
      the
      Company to the Holder under Section 8(a)(4) of the Note Purchase Agreement
      arising by reason of the delisting of the Company’s Common Stock from trading on
      the AMEX;

    


    (3) any
      Event
      of Default or Repurchase Event under the Notes or any of the other Transaction
      Documents that have arisen or may arise by reason of the Company’s failure to
      maintain Cash and Cash Equivalents Balances of $600,000.00 under the Notes;
      and


    


    (4) any
      Event
      of Default or Repurchase Event under the Notes or any of the other Transaction
      Documents that have arisen or may arise by reason of the Company entering into
      that certain Royalty Agreement with Kodak Corporation (“Kodak”), the transfer of
      patent number 6,337,492 related to Serially-connected organic light emitting
      diode stack having conductors sandwiching each light emitting layer (the “Kodak
      Patent”), the release of the Kodak Patent from the Collateral (as defined in the
      Security Agreements) and the removal of the Lien (as defined in the Security
      Agreements) on the Kodak Patent.

    


    (f) Certain
      Acknowledgments.

     The
      Company acknowledges that, for purposes of determining the holding period under
      Rule 144 under the 1933 Act (1) for the Amended Note, the holding period of
      the
      Amended Note shall be tacked to the holding period of the Note, and (2) for
      the
      Amended Warrant, the holding period of the Amended Warrant shall be tacked
      to
      the holding period of the Warrant. The Company agrees not to take a position
      contrary thereto unless the SEC or its staff by rule or interpretation changes
      its rules and interpretations thereof in effect on the date of this Agreement
      or
      such rules or interpretations are held invalid or incorrect by a court of
      competent jurisdiction. Nothing in this Section 6(f) shall affect the
      requirement in Section 5(a) of the Note Purchase Agreement for delivery of
      an
      opinion of counsel as and when required thereby.

    


    7. Effectiveness.

    


    The
      amendment of the Note and the Warrant pursuant to this Agreement shall only
      become effective at the time (the “Effective Time”) on the Amendment Effective
      Date when all of the following conditions are satisfied:

    


    (a) No
      legal
      action, suit or proceeding shall be pending or threatened which seeks to
      restrain or prohibit the transactions contemplated by this
      Agreement;

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    (b) The
      representations and warranties of the Company contained in this Agreement and
      the other Amendment Transaction Documents shall be true and correct as of the
      date of this Agreement and as of the Amendment Effective Date, as though made
      on
      and as of the Amendment Effective Date (except for representations given as
      of a
      specific date, which representations shall be true and correct as of such date),
      and on or before the Amendment Effective Date the Company shall have performed
      all covenants and agreements of the Company contained herein and in the other
      Amendment Transaction Documents that are required to be performed by the Company
      on or before the Amendment Effective Date;

    


    (c) No
      event
      which would constitute an Event of Default under the Note or the Amended Note
      or
      which, with the giving of notice or the passage of time, or both, would
      constitute such an Event of Default, that has not been waived by the Holders
      in
      writing, shall have occurred and be continuing; and no event which would
      constitute a Repurchase Event under the Note or the Amended Note or which,
      with
      the giving of notice or passage of time, or both, would constitute such a
      Repurchase Event, that has not been waived by the Holders in writing, shall
      have
      occurred and be continuing;

    


    (d) The
      Company shall have delivered to the Holder a certificate, dated the Amendment
      Effective Date, duly executed by its Chief Executive Officer to the effect
      set
      forth in subparagraphs (a), (b), and (c) of this Section 7;

    


    (e) The
      Holder shall have received a certificate, dated the Amendment Effective Date,
      of
      the Secretary of the Company certifying (1) the Certificate of Incorporation
      and
      By-Laws of the Company as in effect on such date, (2) all resolutions of the
      Board of Directors (and committees thereof) of the Company relating to this
      Agreement and the transactions contemplated hereby and (3) such other matters
      as
      reasonably requested by the Holder;

    


    (f) All
      approvals of the Company’s Board of Directors and Stockholders necessary for
      performance of the transactions contemplated by this Agreement shall have been
      obtained;

    


    (g) The
      Collateral Agent shall have received Acknowledgment and Consents, in the forms
      attached as Exhibit A to each of Amendment No. 1 to Pledge and Security
      Agreement, Amendment No. 1 to Patent and Trademark Security Agreement and
      Amendment No. 1 to Lockbox Agreement, from each of the holders of
      Notes;

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    (h) The
      Collateral Agent shall have executed and delivered to the Company the Amended
      Pledge and Security Agreement and a copy thereof duly executed and delivered
      by
      the Company, shall have been furnished to the Holder;

    


    (i) The
      Collateral Agent shall have executed and delivered to the Company the Amended
      Patent and Trademark Security Agreement and
      a
      copy thereof duly executed and delivered by the Company, shall have been
      furnished to the Holder;

    


    (j) The
      Lockbox Agent shall have executed and delivered to the Company the Amended
      Lockbox Agreement and a copy thereof duly executed and delivered by the Company
      shall have been furnished to the Holder;

    


    (k) The
      Company and each holder of Notes shall have executed and delivered, one to
      the
      other, an amendment agreement substantially in the form of this Agreement (the
      “Other Amendment Agreements”); and

    


    (l) The
      “Effective Time” under all of the Other Amendment Agreements shall have occurred
      simultaneously with the Effective Time under this Agreement.

    


    8. Confirmation
      of Agreements; Entire Agreement.

    


    On
      and
      after the Effective Time, each reference in the Note Purchase Agreement to
“this
      Agreement”, “hereof”, “herein”, “herewith”, “hereunder” and words of similar
      import will, unless otherwise stated, be construed to refer to the Note Purchase
      Agreement as amended by this Agreement. No reference to this Agreement need
      be
      made in any instrument or document at any time referring to the Note Purchase
      Agreement, a reference to the Note Purchase Agreement in any such instrument
      or
      document to be deemed to be a reference to the Note Purchase Agreement as
      amended by this Agreement. Additionally, except as amended by this Agreement,
      the Amendment No. 1 to Pledge and Security Agreement, the Amendment No. 1 to
      Patent and Trademark Security Agreement and the Amendment No. 1 to Lockbox
      Agreement, the Transaction Documents shall remain in full force and effect
      in
      accordance with their respective terms. This Agreement and the annexes attached
      hereto set forth the entire agreement between the parties with respect to the
      subject matter hereof. The execution, delivery and effectiveness of this
      Agreement shall not, except as expressly provided herein, operate as a waiver
      of
      any right, power or remedy of the Company or the Holders under the Transaction
      Documents, nor constitute a waiver or amendment of any other provision of the
      Transaction Documents or for any purpose except as expressly set forth
      herein.

    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    9. Miscellaneous.

    


    (a) Governing
      Law.

    This
      Agreement shall be governed by and interpreted in accordance with the laws
      of
      the State of New York.

    


    (b) Counterparts.

    This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument. An electronic or telephone line facsimile copy of this Agreement
      bearing a signature on behalf of a party hereto shall be legal and binding
      on
      such party.

    


    (c) Headings,
      etc.

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

    


    (d) Severability.

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

    


    (e) Amendments.

     
      No
      amendment, modification, waiver, discharge or termination of any provision
      of
      this Agreement nor consent to any departure by the Holder or the Company
      therefrom shall in any event be effective unless the same shall be in writing
      and signed by the party to be charged with enforcement, and then shall be
      effective only in the specific instance and for the purpose for which given.
      No
      course of dealing between the parties hereto shall operate as an amendment
      of
      this Agreement.

    


    (f) Waivers.

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

    


    (g) Notices.

    Any
      notices required or permitted to be given under the terms of this Agreement
      shall be delivered in accordance with the notice provisions of the Note Purchase
      Agreement.

    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    (h) Certain
      Expenses and Fees.

    The
      Company shall be responsible for its expenses (including, without limitation,
      the legal fees and expenses of its counsel), incurred by it in connection with
      the negotiation and execution of, and closing under, and performance of, this
      Agreement. Whether or not the Effective Time on the Amendment Effective Date
      occurs, the Company shall be obligated to pay or reimburse the legal fees and
      expenses and out-of-pocket due diligence expenses of AGMF, not in excess of
      $40,000, in connection with the negotiation and execution of, and transactions
      contemplated by, this Agreement. 

    


    (i) Survival.

     
      The
      respective representations, warranties, covenants, and agreements of the Holder
      and the Company contained in this Agreement or made by or on behalf of them,
      respectively, pursuant to this Agreement shall survive the Amendment Effective
      Date and the transactions contemplated hereby and shall remain in full force
      and
      effect regardless of any investigation made by or on behalf of them or any
      person controlling or advising any of them.

    


    (j) Further
      Assurances.

    Each
      party to this Agreement will perform any and all acts and execute any and all
      documents as may be necessary and proper under the circumstances in order to
      accomplish the intents and purposes of this Agreement and to carry out its
      provisions.

    


    (k) Construction;
      Holder Status.

     
      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. The Holder is not acting as part of a “group” (as
      that term is used in Section 13(d) of the 1934 Act) with any other Person who
      is
      a party to any Note Purchase Agreement or Amendment Agreement, or who holds
      any
      Notes or Warrants, in negotiating and entering into this Agreement or acquiring,
      disposing of or voting any of the Shares. The Company hereby confirms that
      it
      understands and agrees that the Holder is not acting as part of any such group.
      If the Holder is other than AGMF, such Holder acknowledges and agrees that
      such
      Holder is not relying on AGMF or AGMF’s legal counsel in making a decision to
      enter into this Agreement or otherwise in connection with the Amendment
      Transaction Documents, and such legal counsel are not acting as the Holder’s
      legal counsel in connection therewith.

    


    [Signature
      Pages Follow]

     

     

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties have caused this Agreement to be duly executed by their respective
      officers or other representatives thereunto duly authorized as of the date
      first
      set forth above.

    
      	 	 	 
	 	EMAGIN
              CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              

              Name:

              Title:

            
	 	 




    
      	 	 	 
	 	
              HOLDER

            
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              

              Name:

            
	 	Title:
	 	Address:
	 	Facsimile
              No.: 
	 	 


    

     

     

     

    
 

    


    21