Exhibit
      10.2

     

    eMagin

     

    April
      17,
      2007

     

    To
      the
      Holders of the 6% Senior Secured Convertible Notes Due 2007-2008 under the
      Now
      Purchase Agreements Dated July 21, 2006

     

    Reference
      is made to the Note Purchase Agreements dated as of July 21, 2006 which you
      entered into with eMagin Corporation ("eMagin"
      or the
"Comnani")
      in
      connection with your purchase of 6% Senior Secured Convertible Now Due 2007-2008
      (the "Notes")
      and
      warrants to purchase shares of the Company's common stock. Capitalized terms
      not
      defined herein shall have the meanings ascribed to such terms in the
      Notes.

     

    As
      you
      are aware, Section 3.13 of the Notes provides that the Company shall not enter
      into any agreement which would adversely affect the Collateral Agent's Lien
      on
      the Security Interest in the Collateral and Section 4.1(c) deems the
      Company's
      failure to comply with Section 3.13 an Event of Default. Section 4.1(i) deems
      the Occurrence of an Event of Default in the Security Agreements to be an Event
      of Default in the Notes.

     

    In
      connection with the proposed agreement between the Company and Kodak Corporation
      ("Kodak") the Company will transfer its patent number 6,337,492 related to
      Serially-connected organic light emitting diode stack having conductors
      sandwiching each light emitting layer (the "Kodak Patent") in return for two
      years of reduced royalty payments (the "Royalty Agreement").

     

    As
      such,
      the Company respectfully requests your prior written consent to the
      Company's
      entering into the Royalty Agreement and your waiver of any potential Event
      of
      Default and any event triggered by an Event of Default in either the Notes
      or
      the Security Agreements which may occur as a result of the Company entering
      into
      an agreement to transfer the Kodak Patent and/or the transfer of the Kodak
      Patent to Kodak.

     

    The
      undersigned hereby confirms that the execution of this letter agreement shall
      serve as the undersigned's waiver of any claim that may have otherwise been
      made
      regarding the potential Event of Default under with the Notes or the Security
      Agreements and any event which may be triggered by such event as a result of
      the
      Company entering into an agreement to transfer the Kodak Patent and/or the
      transfer of the Kodak Patent to Kodak.

     

    The
      undersigned also consents to the release of the Kodak Patent from the Collateral
      (as defined in the Security Agreement), the removal of the Lien (as defined
      in
      the Security Agreement) on the Kodak Patent and the filing of a UCC Financing
      Statement Amendment, substantially in the form attached hereto, to evidence
      the
      removal of the Lien on the Kodak Patent.

     

    Notwithstanding
      anything contained herein, this letter agreement and the consents and waivers
      contained herein shall be deemed effective upon receipt by the Company of letter
      agreements of like tenor to this letter agreement which, together with this
      letter agreement, are from holders of a majority of the aggregate outstanding
      principal amount of Notes.

     

    Except
      as
      expressly set forth herein, this letter agreement shall not by implication
      or
      otherwise (a) limit in any manner whatsoever the Company's obligation to comply
      with, and the undersigned's right to insist on the Company's compliance with,
      each and every term of the Notes and the other Transaction Documents, or (b)
      constitute a waiver of any default or Event of Default or any right or remedy
      available to the undersigned, or of the Company's obligation to pay and perform
      all of its obligations, in each such case whether arising under the Notes,
      the
      Transaction Documents, any other related agreements, applicable law and/or
      in
      equity, all of which rights and remedies are hereby expressly reserved, are
      not
      waived and may be exercised
      at any time, and none of which obligations are waived. Nothing herein shall
      be
      deemed to entitle the Company to a consent to, or a waiver, amendment,
      modification or other change of, any of the terms, conditions, obligations,
      covenants or agreements contained in the Notes in similar or different
      circumstances.

     

     

    
      
        
          
             

          

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    


     

    This
      letter agreement may be executed in two or more counterparts, all of which
      when
      taken together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart. in the event that any signature is delivered by facsimile
      transmission, such signature shall create a valid and binding obligation of
      the
      party executing (or on whose behalf such signature is executed) with the same
      force and effect as if such facsimile signature page were an original


    thereof

     

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


    

     

     

     

     

    10500
      NE
      Street - Suite 1400 - Bellevue, WA 98004

    P:
      (425)
      749-3600 F: (425) 749-3601 www.emagin.com

     

     

     

    
      Agreed
        and Acknowledged