Exhibit 10.3


    

      NEITHER
        THIS WARRANT NOR THE SECURITIES ISSUABLE HEREUNDER HAVE BEEN REGISTERED WITH
        THE
        SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
        IN
        RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF
        1933,
        AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
        EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
        ACT
        OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
        TO,
        THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
        APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL
        TO
        THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
        ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION
        WITH A
        BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH
        A
        FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(A)
        UNDER THE SECURITIES ACT.

      


      


      


      eMagin
        Corporation

      


      Warrant

      


      


      Warrant
        No.
        ____                                                                                                                                                                                                                              
        Original
        Issue Date: October 20, 2005

      


      eMagin
        Corporation,
        a
        Delaware corporation (the “Company”),
        hereby certifies that, for value received, [__________] or its registered
        assigns (the “Holder”),
        is
        entitled to purchase from the Company up to a total of [________]1 
        shares
        of Common Stock (each such share, a “Warrant
        Share”
        and all
        such shares, the “Warrant
        Shares”),
        at
        any time and from time to time from and after  May 20, 2006 and through
        and
        including October 20, 2010 (the “Expiration
        Date”),
        and
        subject to the following terms and conditions:

       

      1. Definitions.
        As used
        in this Warrant, the following terms shall have the respective definitions
        set
        forth in this Section
        1.
        Capitalized terms that are used but not defined in this Warrant that are
        defined
        in the Securities Purchase Agreement (as defined below) shall have the
        respective definitions set forth in the Securities Purchase
        Agreement.

      


      “Business
        Day”
        means
        any day except Saturday, Sunday and any day that is a federal legal holiday
        in
        the United States or a day on which banking institutions in the State of
        New
        York are authorized or required by law or other government action to
        close.

       

       

       

      
        

        
          1
            A number
            of shares as equals 60% of the Shares issuable to such investor on the
            Closing
            Date under the Securities Purchase Agreement.



        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

      

      “Common
        Stock”
        means
        the common stock of the Company, par value $0.001 per share, and any securities
        into which such common stock may hereafter be reclassified. 

      


      “Exercise
        Price”
        means $
        1.00, subject to adjustment in accordance with Section
        9.

      


      “Fundamental
        Transaction”
        means
        any of the following: (1) the Company effects any merger or consolidation
        of the
        Company with or into another Person, (2) the Company effects any sale of
        all or
        substantially all of its assets in one or a series of related transactions,
        (3)
        any tender offer or exchange offer (whether by the Company or another Person)
        is
        completed pursuant to which holders of Common Stock are permitted to tender
        or
        exchange their shares for other securities, cash or property, or (4) the
        Company
        effects any reclassification of the Common Stock or any compulsory share
        exchange pursuant to which the Common Stock is effectively converted into
        or
        exchanged for other securities, cash or property.

      


      “Original
        Issue Date”
        means
        the Original Issue Date first set forth on the first page of this
        Warrant.

      


      “New
        York Courts”
        means
        the state and federal courts sitting in the City of New York, Borough of
        Manhattan.

      


      “Person”
        means
        an individual or corporation, partnership, trust, incorporated or unincorporated
        association, joint venture, limited liability company, joint stock company,
        government (or an agency or subdivision thereof) or other entity of any
        kind.

      


      “Securities
        Purchase Agreement”
        means
        the Securities Purchase Agreement, dated October  20, 2005, to which
        the
        Company and the original holder of the Warrant are parties.

      


      “Trading
        Day”
        means
        (i) a day on which the Common Stock is traded on a Trading Market, or (ii)
        if
        the Common Stock is not quoted or listed on any Trading Market, a day on
        which
        the Common Stock is quoted in the over-the-counter market; provided, that
        in the
        event that the Common Stock is not listed or quoted as set forth in (i) and
        (ii)
        hereof, then Trading Day shall mean a Business Day.

      


      “Trading
        Market”
        means
        the national stock exchange, the Nasdaq National Market, the Nasdaq SmallCap
        Market or the OTC Bulletin Board on which the Common Stock is listed or quoted
        for trading on the date in question.

      


      2. Registration
        of Warrant.
        The
        Company shall register this Warrant upon records to be maintained by the
        Company
        for that purpose (the “Warrant
        Register”),
        in
        the name of the record Holder hereof from time to time. The Company may deem
        and
        treat the registered Holder of this Warrant as the absolute owner hereof
        for the
        purpose of any exercise hereof or any distribution to the Holder, and for
        all
        other purposes, absent actual notice to the contrary.

      


      3. Registration
        of Transfers.
        The
        Company shall register the transfer of any portion of this Warrant in the
        Warrant Register, upon surrender of this Warrant, with the Form of Assignment
        attached hereto duly completed and signed, to the Company at its address
        specified herein. Upon any such registration or transfer, a new Warrant to
        purchase Common Stock, in substantially the form of this Warrant (any such
        new
        Warrant, a “New
        Warrant”),
        evidencing the portion of this Warrant so transferred shall be issued to
        the
        transferee and a New Warrant evidencing the remaining portion of this Warrant
        not so transferred, if any, shall be issued to the transferring Holder. The
        acceptance of the New Warrant by the transferee thereof shall be deemed the
        acceptance by such transferee of all of the rights and obligations of a holder
        of a Warrant. The rights of the original Holder under the Registration Rights
        Agreement shall be transferred with such transfer of Warrant.

       

      
 

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      4. Exercise
        and Duration of Warrants.
        This
        Warrant shall be exercisable by the registered Holder at any time and from
        time
        to time as to two-thirds of the number of shares for which this Warrant is
        exercisable on or after May 20, 2006 through and including the Expiration
        Date;
        and, as to the remaining one-third of the number of shares for which this
        Warrant is exercisable, at any time after March 31, 2007 through and including
        the Expiration Date, provided, however, that (i) if the Company’s Form 10-K or
        10-KSB Annual Report for the fiscal year ended December 31, 2006 shows that
        the
        Company had Total Revenue, Net (as such line item is listed in such Annual
        Report) of more than $20,000,000 for the fiscal year ended December 31, 2006,
        or
        (ii) if the Holder has sold more than 25% of the Shares (expressly not including
        Warrant Shares) purchased pursuant to the Securities Purchase Agreement prior
        to
        December 31, 2006, then the remaining one-third of such Warrant shall not
        be
        exercisable and shall be deemed cancelled. At 6:30 p.m., New York City time
        on
        the Expiration Date, the portion of this Warrant not exercised prior thereto
        shall be and become void and of no value. The Company may not call or redeem
        any
        portion of this Warrant without the prior written consent of the
        Holder.

       

      5. Delivery
        of Warrant Shares.

       

      (a) To
        effect
        exercises hereunder, the Holder shall not be required to physically surrender
        this Warrant unless the aggregate Warrant Shares represented by this Warrant
        is
        being exercised. Upon delivery of the Exercise Notice (in the form attached
        hereto) to the Company (with the attached Warrant Shares Exercise Log) at
        its
        address for notice set forth herein and upon payment of the Exercise Price
        multiplied by the number of Warrant Shares that the Holder intends to purchase
        hereunder, the Company shall promptly (but in no event later than three Trading
        Days after the Date of Exercise (as defined herein)) issue and deliver to
        the
        Holder, a certificate for the Warrant Shares issuable upon such exercise.
        A
“Date
        of Exercise”
        means
        the date on which the Holder shall have delivered to the Company: (i) the
        Exercise Notice (with the Warrant Shares Exercise Log attached to it),
        appropriately completed and duly signed and (ii) if such Holder is not utilizing
        the cashless exercise provisions set forth in this Warrant, payment of the
        Exercise Price for the number of Warrant Shares so indicated by the Holder
        to be
        purchased.

      


      (b) If
        by the
        third Trading Day after a Date of Exercise the Company fails to deliver the
        required number of Warrant Shares in the manner required pursuant to
Section
        5a,
        then
        the Holder will have the right to rescind such exercise.

       

      
 

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (c) If
        by the
        third Trading Day after a Date of Exercise the Company fails to deliver the
        required number of Warrant Shares in the manner required pursuant to
Section
        5a,
        and if
        after such third Trading Day and prior to the receipt of such Warrant Shares,
        the Holder purchases (in an open market transaction or otherwise) shares
        of
        Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant
        Shares which the Holder anticipated receiving upon such exercise (a
“Buy-In”),
        then
        the Company shall (i) pay in cash to the Holder the amount by which (A) the
        Holder’s total purchase price (including brokerage commissions, if any) for the
        shares of Common Stock so purchased exceeds (B) the amount obtained by
        multiplying (1) the number of Warrant Shares that the Company was required
        to
        deliver to the Holder in connection with the exercise at issue by (2) the
        closing bid price of the Common Stock on the Date of Exercise and (ii) at
        the
        option of the Holder, either reinstate the portion of the Warrant and equivalent
        number of Warrant Shares for which such exercise was not honored or deliver
        to
        the Holder the number of shares of Common Stock that would have been issued
        had
        the Company timely complied with its exercise and delivery obligations
        hereunder. The Holder shall provide the Company written notice indicating
        the
        amounts payable to the Holder in respect of the Buy-In. 

      


      (d) The
        Company’s obligations to issue and deliver Warrant Shares in accordance with the
        terms hereof are absolute and unconditional, irrespective of any action or
        inaction by the Holder to enforce the same, any waiver or consent with respect
        to any provision hereof, the recovery of any judgment against any Person
        or any
        action to enforce the same, or any setoff, counterclaim, recoupment, limitation
        or termination, or any breach or alleged breach by the Holder or any other
        Person of any obligation to the Company or any violation or alleged violation
        of
        law by the Holder or any other Person, and irrespective of any other
        circumstance which might otherwise limit such obligation of the Company to
        the
        Holder in connection with the issuance of Warrant Shares. Nothing herein
        shall
        limit a Holder’s right to pursue any other remedies available to it hereunder,
        at law or in equity including, without limitation, a decree of specific
        performance and/or injunctive relief with respect to the Company’s failure to
        timely deliver certificates representing Warrant Shares upon exercise of
        the
        Warrant as required pursuant to the terms hereof.

      


      6. Charges,
        Taxes and Expenses.
        Issuance and delivery of Warrant Shares upon exercise of this Warrant shall
        be
        made without charge to the Holder for any issue or transfer tax, withholding
        tax, transfer agent fee or other incidental tax or expense in respect of
        the
        issuance of such certificates, all of which taxes and expenses shall be paid
        by
        the Company; provided, however, that the Company shall not be required to
        pay
        any tax which may be payable in respect of any transfer involved in the
        registration of any certificates for Warrant Shares or Warrants in a name
        other
        than that of the Holder. The Holder shall be responsible for all other tax
        liability that may arise as a result of holding or transferring this Warrant
        or
        receiving Warrant Shares upon exercise hereof.

      


      7. Replacement
        of Warrant.
        If this
        Warrant is mutilated, lost, stolen or destroyed, the Company shall issue
        or
        cause to be issued in exchange and substitution for and upon cancellation
        hereof, or in lieu of and substitution for this Warrant, a New Warrant, but
        only
        upon receipt of evidence reasonably satisfactory to the Company of such loss,
        theft or destruction and customary and reasonable indemnity (which shall
        not
        include a surety bond), if requested. Applicants for a New Warrant under
        such
        circumstances shall also comply with such other reasonable regulations and
        procedures and pay such other reasonable third-party costs as the Company
        may
        prescribe. If a New Warrant is requested as a result of a mutilation of this
        Warrant, then the Holder shall deliver such mutilated Warrant to the Company
        as
        a condition precedent to the Company’s obligation to issue the New
        Warrant.

       

      
 

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      8. Reservation
        of Warrant Shares.
        The
        Company covenants that it will at all times reserve and keep available out
        of
        the aggregate of its authorized but unissued and otherwise unreserved Common
        Stock, solely for the purpose of enabling it to issue Warrant Shares upon
        exercise of this Warrant as herein provided, the number of Warrant Shares
        which
        are then issuable and deliverable upon the exercise of this entire Warrant,
        free
        from preemptive rights or any other contingent purchase rights of Persons
        other
        than the Holder (taking into account the adjustments and restrictions of
        Section
        0).
        The
        Company covenants that all Warrant Shares so issuable and deliverable shall,
        upon issuance and the payment of the applicable Exercise Price in accordance
        with the terms hereof, be duly and validly authorized, issued and fully paid
        and
        nonassessable.

       

      9. Certain
        Adjustments.
        The
        Exercise Price and number of Warrant Shares issuable upon exercise of this
        Warrant are subject to adjustment from time to time as set forth in this
        Section
        9.

      


      (a) Stock
        Dividends and Splits.
        If the
        Company, at any time while this Warrant is outstanding, (i) pays a stock
        dividend on its Common Stock or otherwise makes a distribution on any class
        of
        capital stock that is payable in shares of Common Stock, (ii) subdivides
        outstanding shares of Common Stock into a larger number of shares, or (iii)
        combines outstanding shares of Common Stock into a smaller number of shares,
        then, in each such case, the Exercise Price shall be adjusted by multiplying
        the
        Exercise Price in effect immediately prior to such event by a fraction of
        which
        the numerator shall be the number of shares of Common Stock outstanding
        immediately before such event and of which the denominator shall be the number
        of shares of Common Stock outstanding immediately after such event and the
        product so obtained shall thereafter be the Exercise Price then in effect.
        Any
        adjustment made pursuant to clause (i) of this paragraph shall become effective
        immediately after the record date for the determination of stockholders entitled
        to receive such dividend or distribution, and any adjustment pursuant to
        clause
        (ii) or (iii) of this paragraph shall become effective immediately after
        the
        effective date of such subdivision or combination.

       

      (b) Fundamental
        Transactions.
        If, at
        any time while this Warrant is outstanding there is a Fundamental Transaction,
        then the Holder shall have the right thereafter to receive, upon exercise
        of
        this Warrant, the same amount and kind of securities, cash or property as
        it
        would have been entitled to receive upon the occurrence of such Fundamental
        Transaction if it had been, immediately prior to such Fundamental Transaction,
        the holder of the number of Warrant Shares then issuable upon exercise in
        full
        of this Warrant (the “Alternate
        Consideration”).
        For
        purposes of any such exercise, the determination of the Exercise Price shall
        be
        appropriately adjusted to apply to such Alternate Consideration based on
        the
        amount of Alternate Consideration issuable in respect of one share of Common
        Stock in such Fundamental Transaction, and the Company shall apportion the
        Exercise Price among the Alternate Consideration in a reasonable manner
        reflecting the relative value of any different components of the Alternate
        Consideration. If holders of Common Stock are given any choice as to the
        securities, cash or property to be received in a Fundamental Transaction,
        then
        the Holder shall be given the same choice as to the Alternate Consideration
        it
        receives upon any exercise of this Warrant following such Fundamental
        Transaction. In the event of a Fundamental Change, the Company or the successor
        or purchasing Person, as the case may be, shall execute with the Holder a
        written agreement providing that:

      


      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      (x)
         this
        Warrant shall thereafter entitle the Holder to purchase the Alternate
        Consideration in accordance with this section 9(b), 

      


      (y) in
        the
        case of any such successor or purchasing Person, upon such consolidation,
        merger, statutory exchange, combination, sale or conveyance such successor
        or
        purchasing Person shall be jointly and severally liable with the Company
        for the
        performance of all of the Company's obligations under this Warrant, the
        Securities Purchase Agreement and the Registration Rights Agreement, and
        

      


      (z) if
        registration or qualification is required under the Exchange Act or applicable
        state law for the public resale by the Holder of shares of stock and other
        securities so issuable upon exercise of this Warrant, such registration or
        qualification shall be completed prior to such reclassification, change,
        consolidation, merger, statutory exchange, combination or sale. 

      


      If,
        in
        the case of any Fundamental Change, the Alternate Consideration includes
        shares
        of stock, other securities, other property or assets of a Person other than
        the
        Company or any such successor or purchasing Person, as the case may be, in
        such
        Fundamental Change, then such written agreement shall also be executed by
        such
        other Person and shall contain such additional provisions to protect the
        interests of the Holder as the Board of Directors of the Company shall
        reasonably consider necessary by reason of the foregoing. At the Holder’s option
        and request, any successor to the Company or surviving entity in such
        Fundamental Transaction shall, either (i) issue to the Holder a new warrant
        substantially in the form of this Warrant and consistent with the foregoing
        provisions and evidencing the Holder’s right to purchase the Alternate
        Consideration for the aggregate Exercise Price upon exercise thereof, or
        (ii)
        purchase the Warrant from the Holder for a purchase price, payable in cash
        within five Trading Days after such request (or, if later, on the effective
        date
        of the Fundamental Transaction), equal to the Black Scholes value of the
        remaining unexercised portion of this Warrant on the date of such request.
        The
        terms of any agreement pursuant to which a Fundamental Transaction is effected
        shall include terms requiring any such successor or surviving entity to comply
        with the provisions of this paragraph (b)
        and
        insuring that the Warrant (or any such replacement security) will be similarly
        adjusted upon any subsequent transaction analogous to a Fundamental
        Transaction.

      


      (c) Number
        of Warrant Shares.
        Simultaneously with any adjustment to the Exercise Price pursuant to this
        Section
        9,
        the
        number of Warrant Shares that may be purchased upon exercise of this Warrant
        shall be increased or decreased proportionately, so that after such adjustment
        the aggregate Exercise Price payable hereunder for the adjusted number of
        Warrant Shares shall be the same as the aggregate Exercise Price in effect
        immediately prior to such adjustment.

       

      
 

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      (d) Calculations.
        All
        calculations under this Section
        0
        shall be
        made to the nearest cent or the nearest 1/100th
        of a
        share, as applicable. The number of shares of Common Stock outstanding at
        any
        given time shall not include shares owned or held by or for the account of
        the
        Company, and the disposition of any such shares shall be considered an issue
        or
        sale of Common Stock.

      


      (e) Notice
        of Adjustments.
        Upon
        the occurrence of each adjustment pursuant to this Section
        9,
        the
        Company at its expense will promptly compute such adjustment in accordance
        with
        the terms of this Warrant and prepare a certificate setting forth such
        adjustment, including a statement of the adjusted Exercise Price and adjusted
        number or type of Warrant Shares or other securities issuable upon exercise
        of
        this Warrant (as applicable), describing the transactions giving rise to
        such
        adjustments and showing in detail the facts upon which such adjustment is
        based.
        Upon written request, the Company will promptly deliver a copy of each such
        certificate to the Holder and to the Company’s Transfer Agent.

      


      (f) Notice
        of Corporate Events.
        If the
        Company (i) declares a dividend or any other distribution of cash, securities
        or
        other property in respect of its Common Stock, including without limitation
        any
        granting of rights or warrants to subscribe for or purchase any capital stock
        of
        the Company or any subsidiary, (ii) authorizes or approves, enters into any
        agreement contemplating or solicits stockholder approval for any Fundamental
        Transaction or (iii) authorizes the voluntary dissolution, liquidation or
        winding up of the affairs of the Company, then the Company shall deliver
        to the
        Holder a notice describing the material terms and conditions of such transaction
        (but only to the extent such disclosure would not result in the dissemination
        of
        material, non-public information to the Holder) at least 10 calendar days
        prior
        to the applicable record or effective date on which a Person would need to
        hold
        Common Stock in order to participate in or vote with respect to such
        transaction, and the Company will take all steps reasonably necessary in
        order
        to insure that the Holder is given the practical opportunity to exercise
        this
        Warrant prior to such time so as to participate in or vote with respect to
        such
        transaction; provided, however, that the failure to deliver such notice or
        any
        defect therein shall not affect the validity of the corporate action required
        to
        be described in such notice.

       

      10. Payment
        of Exercise Price.
        The
        Holder may pay the Exercise Price in one of the following manners:

       

      (a) Cash
        Exercise.
        The
        Holder may deliver immediately available funds; or

       

      (b) Cashless
        Exercise.
        If an
        Exercise Notice is delivered at a time when (i) a registration statement
        covering the issuance and sale of all of the Warrant Shares issuable under
        this
        Warrant (without giving effect to any restrictions on such exercise contained
        herein) is not effective and available for such issuance and sale and (ii)
        the
        Fair Market Value (as defined below) is greater than the Exercise Price,
        then
        the Holder may notify the Company in an Exercise Notice of its election to
        utilize cashless exercise, in which event the Company shall issue to the
        Holder
        the number of Warrant Shares determined as follows:

       

      
 

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      X
        = Y [(A
        - B)/A]

      


      where:

      


      X
        = the
        number of Warrant Shares to be issued to the Holder.

      


      Y
        = the
        number of Warrant Shares with respect to which this Warrant is being
        exercised.

      


      A
        = the
        Fair Market Value 

      


      B
        = the
        Exercise Price.

      


      “Fair
        Market Value”
        shall
        equal the average of the closing prices for the Trading Day immediately prior
        to
        (but not including) the Exercise Date. For purposes of Rule 144 promulgated
        under the Securities Act, it is intended, understood and acknowledged that
        the
        Warrant Shares issued in a cashless exercise transaction shall be deemed
        to have
        been acquired by the Holder, and the holding period for the Warrant Shares
        shall
        be deemed to have commenced, on the date this Warrant was originally
        issued.

       

      11. Limitations
        on Exercise.
        Notwithstanding anything to the contrary contained herein, the number of
        Warrant
        Shares that may be acquired by the Holder upon any exercise of this Warrant
        (or
        otherwise in respect hereof) shall be limited to the extent necessary to
        insure
        that, following such exercise (or other issuance), the total number of shares
        of
        Common Stock then beneficially owned by such Holder and its affiliates and
        any
        other Persons whose beneficial ownership of Common Stock would be aggregated
        with the Holder’s for purposes of Section 13(d) of the Exchange Act of 1934, as
        amended (the “Exchange
        Act”),
        does
        not exceed 4.99% of the total number of issued and outstanding shares of
        Common
        Stock (including for such purpose the shares of Common Stock issuable upon
        such
        exercise). For such purposes, beneficial ownership shall be determined in
        accordance with Section 13(d) of the Exchange Act and the rules and regulations
        promulgated thereunder. This provision shall not restrict the number of shares
        of Common Stock which a Holder may receive or beneficially own in order to
        determine the amount of securities or other consideration that such Holder
        may
        receive in the event of a Fundamental Transaction as contemplated in
Section 9
        of this
        Warrant. 

      


      12. No
        Fractional Shares.
        No
        fractional shares of Warrant Shares will be issued in connection with any
        exercise of this Warrant. In lieu of any fractional shares which would,
        otherwise be issuable, the Company shall pay cash equal to the product of
        such
        fraction multiplied by the closing price of one Warrant Share as reported
        by the
        applicable Trading Market on the date of exercise.

       

      
 

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      13. Notices.
        Any and
        all notices or other communications or deliveries hereunder (including, without
        limitation, any Exercise Notice) shall be in writing and shall be deemed
        given
        and effective on the earliest of (a) the date of transmission, if such notice
        or
        communication is delivered via facsimile at the facsimile number specified
        in
        this section prior to 6:30 p.m. (New York City time) on a Trading Day, (b)
        the
        next Trading Day after the date of transmission, if such notice or communication
        is delivered via facsimile at the facsimile number specified in this section
        on
        a day that is not a Trading Day or later than 6:30 p.m. (New York City time)
        on
        any Trading Day, (c) the Trading Day following the date of mailing, if sent
        by
        nationally recognized overnight courier service, (d) the fifth day after
        such
        notice is deposited in the U.S. mail, certified, return receipt requested
        and
        postage prepaid, or (e) upon actual receipt by the party to whom such notice
        is
        required to be given. The addresses for such communications shall be: (i)
        if to
        the Company, to 2070 Route 52, Hopewell Junction, NY 12533, Attn: Chief
        Executive Officer, or to facsimile no.: (425) 749-3601 (or such other address
        as
        the Company shall indicate in writing in accordance with this section), or
        (ii)
        if to the Holder, to the address set forth in the Purchase Agreement (or
        the
        address or facsimile number appearing on the Warrant Register or such other
        address or facsimile number as the Holder may provide to the Company in
        accordance with this section).

      


      14. Warrant
        Agent.
        The
        Company shall serve as warrant agent under this Warrant. Upon 10 calendar
        days’
        notice to the Holder, the Company may appoint a new warrant agent. Any
        corporation into which the Company or any new warrant agent may be merged
        or any
        corporation resulting from any consolidation to which the Company or any
        new
        warrant agent shall be a party or any corporation to which the Company or
        any
        new warrant agent transfers substantially all of its corporate trust or
        shareholders services business shall be a successor warrant agent under this
        Warrant without any further act. Any such successor warrant agent shall promptly
        cause notice of its succession as warrant agent to be mailed (by first class
        mail, postage prepaid) to the Holder at the Holder’s last address as shown on
        the Warrant Register.

      


      15. Compliance
        with Securities Laws.
        The
        Holder of this Warrant, by acceptance hereof, acknowledges and agrees as
        follows:

      


      (a) The
        Warrant and the Warrant Shares to be issued upon exercise hereof are being
        acquired solely for the Holder’s own account and not as a nominee for any other
        party, and that the Holder will not offer, sell, or otherwise dispose of
        this
        Warrant or Warrant Shares to be issued upon exercise hereof or conversion
        thereof except under circumstances that will not result in a violation of
        the
        Securities Act or any state securities laws. Upon exercise of this Warrant,
        the
        Holder shall, if reasonably requested by the Company, confirm in writing,
        in a
        form reasonably satisfactory to the Company, that the shares of Warrant Shares
        so purchased are being acquired solely for the Holder’s own account and not as a
        nominee for any other party, and not with a view toward distribution or resale
        unless there is then an effective registration statement permitting the resale
        of the Warrant Shares by the Holder.

      


      (b) Holder
        is
        familiar with the definition of “accredited investor” in Rule 501 of Regulation
        D promulgated under the Securities Act and certifies that Holder is an
        accredited investor as defined in such rule.

      


      (c) Holder
        understands that neither this Warrant nor the Warrant Shares have been
        registered under the Securities Act, and therefore they may not be sold,
        assigned or transferred unless (i) a registration statement under the Securities
        Act is in effect with respect thereto or (ii) an exemption from registration
        is
        found to be available to the satisfaction of the Company. 

       

      
 

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (d) Subject
        the provisions of the Purchase Agreement, Holder acknowledges and agrees
        that
        the stock certificates evidencing the Warrant Shares shall bear a restrictive
        legend, substantially in the following form (in addition to such other
        restrictive legends as are required or deemed advisable under the provisions
        of
        this Warrant, any applicable law or regulation or any other agreement to
        which
        Holder is a party):

      


      “THESE
        SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
        OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
        REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
        EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
        AN
        AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
        REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
        SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
        TO
        SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
        COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
        ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL
        INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE
        SECURITIES ACT.”

      


      16. Miscellaneous.

      


      (a) This
        Warrant shall be binding on and inure to the benefit of the parties hereto
        and
        their respective successors and assigns. Subject to the preceding sentence,
        nothing in this Warrant shall be construed to give to any Person other than
        the
        Company and the Holder any legal or equitable right, remedy or cause of action
        under this Warrant. This Warrant may be amended only in writing signed by
        the
        Company and the Holder and their successors and assigns.

      


      (b) All
        questions concerning the construction, validity, enforcement and interpretation
        of this Warrant shall be governed by and construed and enforced in accordance
        with the internal laws of the State of New York (except for matters governed
        by
        corporate law in the State of Delaware), without regard to the principles
        of
        conflicts of law thereof. Each party agrees that all legal proceedings
        concerning the interpretations, enforcement and defense of this Warrant and
        the
        transactions herein contemplated (“Proceedings”)
        (whether brought against a party hereto or its respective affiliates, employees
        or agents) shall be commenced exclusively in the New York Courts. Each party
        hereto hereby irrevocably submits to the exclusive jurisdiction of the New
        York
        Courts for the adjudication of any dispute hereunder or in connection herewith
        or with any transaction contemplated hereby or discussed herein, and hereby
        irrevocably waives, and agrees not to assert in any Proceeding, any claim
        that
        it is not personally subject to the jurisdiction of any New York Court, or
        that
        such Proceeding has been commenced in an improper or inconvenient forum.
        Each
        party hereto hereby irrevocably waives personal service of process and consents
        to process being served in any such Proceeding by mailing a copy thereof
        via
        registered or certified mail or overnight delivery (with evidence of delivery)
        to such party at the address in effect for notices to it under this Warrant
        and
        agrees that such service shall constitute good and sufficient service of
        process
        and notice thereof. Nothing contained herein shall be deemed to limit in
        any way
        any right to serve process in any manner permitted by law. Each party hereto
        hereby irrevocably waives, to the fullest extent permitted by applicable
        law,
        any and all right to trial by jury in any legal proceeding arising out of
        or
        relating to this Warrant or the transactions contemplated hereby. If either
        party shall commence a Proceeding to enforce any provisions of this Warrant,
        then the prevailing party in such Proceeding shall be reimbursed by the other
        party for its attorney’s fees and other costs and expenses incurred with the
        investigation, preparation and prosecution of such Proceeding.

       

      
 

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      (c) The
        headings herein are for convenience only, do not constitute a part of this
        Warrant and shall not be deemed to limit or affect any of the provisions
        hereof.

      


      (d) In
        case
        any one or more of the provisions of this Warrant shall be invalid or
        unenforceable in any respect, the validity and enforceability of the remaining
        terms and provisions of this Warrant shall not in any way be affected or
        impaired thereby and the parties will attempt in good faith to agree upon
        a
        valid and enforceable provision which shall be a commercially reasonable
        substitute therefor, and upon so agreeing, shall incorporate such substitute
        provision in this Warrant.

      


      (e) Prior
        to
        exercise of this Warrant, the Holder hereof shall not, by reason of being
        a
        Holder, be entitled to any rights of a stockholder with respect to the Warrant
        Shares.

      


      [SIGNATURE
        PAGE FOLLOWS]

      


      
         

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

      


      IN
        WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
        by its
        authorized officer as of the date first indicated above.

       

      


      


      


      
        
          	
                   

                	 	 
	 	EMAGIN
                  CORPORATION
	 
 	 
 	 
 
	
                	By:  	/s/ 
                  John Atherly
	 	
                  
Name: John
                  Atherly
	 	Title:
                  Chief Financial Officer  


        



      


       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      



      


      


      EMAGIN
        CORPORATION

      WARRANT
        DATED OCTOBER 20, 2005

      


      EXERCISE
        NOTICE

      


      


      The
        undersigned Holder hereby irrevocably elects to purchase _____________ shares
        of
        Common Stock of eMagin Corporation (the “Company”) pursuant to the above
        referenced Warrant. Capitalized terms used herein and not otherwise defined
        have
        the respective meanings set forth in the Warrant.

      


      (1) The
        undersigned Holder hereby exercises its right to purchase _________________
        Warrant Shares pursuant to the Warrant.

      


      (2) The
        Holder intends that payment of the Exercise Price shall be made as (check
        one):

      


      
        	 	
                [
                  ]

              	
                Cash
                  Exercise.
                  The undersigned has paid or delivered to the Company $__________,
                  the
                  aggregate Exercise Price for ___________ shares of the Company’s Common
                  Stock purchased herewith, in full in cash or by certified or official
                  bank
                  check or wire transfer.

              


      

      


      
        	 	
                [
                  ]

              	
                Cashless
                  Exercise.
                  In exchange for the issuance of _______ shares of the Company’s Common
                  Stock, the undersigned hereby agrees to surrender the right to
                  purchase
                  _______ shares of Common Stock pursuant to the cashless exercise
                  provisions set forth in Section
                  00
                  the Warrant.

              


      

      


      (3) Please
        deliver to the undersigned Holder _______________ Warrant Shares in accordance
        with the terms of the Warrant.

      


      (5) By
        its
        delivery of this Exercise Notice, the undersigned represents and warrants
        to the
        Company that in giving effect to the exercise evidenced hereby the Holder
        will
        not beneficially own in excess of the number of shares of Common Stock
        (determined in accordance with Section 13(d) of the Securities Exchange Act
        of
        1934, as amended) permitted to be owned under Section
        0
        of this
        Warrant to which this notice relates.

      


      


      
        	
                Dated:
                  ,
                  

              	 	
                Name
                  of Holder:________________________________________     

              
	 	 	
                (Print)

              
	 	 	 
	 	 	
                Signature:_____________________________________________      

              
	 	 	
                (Signature
                  must conform in all respects to name of holder 

                           
                  as specified on the face of the Warrant)

              
	 	 	 
	 	 	
                Print
                  Name:____________________________________________      

              
	 	 	 
	 	 	
                Title:
                  _____________________________________________________       

              


      

      



      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      EMAGIN
        CORPORATION

      WARRANT
        DATED OCTOBER 20, 2005

      WARRANT
        no. ___

      


      


      WARRANT
        SHARES EXERCISE LOG

      
        	
                 

                 

                 

                Date

              	
                Number
                  of Warrant Shares Available to be Exercised

              	
                Number
                  of Warrant Shares Exercised

              	
                Number
                  of Warrant Shares Remaining to be Exercised

              
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


      

      


      


      [continue
        as necessary]

      


      EMAGIN
        CORPORATION

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      WARRANT
        ORIGINALLY ISSUED OCTOBER 20, 2005

      WARRANT
        NO. ___

      


      


      FORM
        OF ASSIGNMENT

      


      


      [To
        be
        completed and signed only upon transfer of Warrant]

      


      FOR
        VALUE
        RECEIVED, the undersigned hereby sells, assigns and transfers unto the
        transferee indicated below the right represented by the above-captioned Warrant
        to purchase ____________ shares of Common Stock of eMagin Corporation (the
        “Company”)
        to
        which such Warrant relates and appoints _____________________ attorney to
        transfer said right on the books of the Company with full power of substitution
        in the premises.

      


      Dated: _______________,
        ____

       

      
        	 	Holder:
                _______________________________________________________________ 
	 	
                (Print
                  Name) 

              
	 	 
	 	
                Signature:
                  _____________________________________________________________

              
	 	
                
                  (Signature
                    must conform in all respects to name of holder as specified on
                    the face of
                    the Warrant. Indicate title if signing on behalf of an
                    entity.)

                

              
	 	 
	 	
                Transferee
                  Information: 

              
	 	 
	 	Name:
                ________________________________________________________________
	 	
                Address:
                  ______________________________________________________________

              
	 	_____________________________________________________________ 
	 	Fax
                No.: _______________________________________________________