Exhibit 4.4



                          REGISTRATION RIGHTS AGREEMENT

          This  REGISTRATION  RIGHTS  AGREEMENT,  dated as of November  27, 2001
(this "Agreement"),  by and between eMagin Corporation,  a Delaware corporation,
with principal executive offices located at 2070 Route 52, Hopewell Junction, NY
12533 (the "Company"), and each of the undersigned investors, from time to time,
a signatory  hereto  pursuant to the terms of this  Agreement  (each an "Initial
Investor" or collectively, the "Initial Investors").

          Whereas,  upon the terms and subject to the  conditions of the Secured
Note  Purchase  Agreement  dated as of  November  27,  2001,  by and between the
Initial Investors and the Company (the "Note Purchase  Agreement"),  the Company
has agreed to issue and sell to each Initial Investor (i) the Company's  secured
convertible  Notes in an aggregate  principal  amount of up to  $1,500,000  (the
"Notes"),  which,  upon the terms and  subject to the  conditions  thereof,  are
convertible into shares of the Company's common stock, par value $.001 per share
(the "Common Stock"),  and (ii) three year Warrants (the "Warrants") to purchase
shares of Common Stock; and

          Whereas, to induce each of the Initial Investors,  and as may become a
party to this  Agreement,  from time to time,  to execute  and  deliver the Note
Purchase Agreement, the Company has agreed to provide with respect to the Common
Stock issued or issuable in lieu of cash  interest  payments on the Notes,  upon
conversion of the Notes and/or  exercise of the Warrants,  certain  registration
rights under the Securities Act;

          Now,  Therefore,  in  consideration  of the  premises  and the  mutual
covenants  contained herein, the parties hereto,  intending to be legally bound,
hereby agree as follows:

          1. Definitions

          (a) As used in this  Agreement,  the  following  terms  shall have the
meanings:

                    (i)  "Affiliate,"  of any  specified  Person means any other
          Person who directly, or indirectly through one or more intermediaries,
          is in control of, is controlled  by, or is under common  control with,
          such specified Person.  For purposes of this definition,  control of a
          Person means the power, directly or indirectly, to direct or cause the
          direction of the  management  and  policies of such Person  whether by
          contract,   securities,   ownership  or   otherwise;   and  the  terms
          "controlling"   and   "controlled"   have  the   respective   meanings
          correlative to the foregoing.

                    (ii) "Closing  Date" means the date and time of the issuance
          and sale of the Notes and the Warrants.

                    (iii)   "Commission"   means  the  Securities  and  Exchange
          Commission.

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                    (iv)  "Current  Market  Price" on any date of  determination
          means the closing  price of a share of the Common Stock in the regular
          day  session on such day as reported on the  American  Stock  Exchange
          ("Amex");  provided,  if such  security  is not listed or  admitted to
          trading on the Amex,  as reported on the principal  national  security
          exchange  or  quotation  system on which  such  security  is quoted or
          listed or admitted to trading, or, if not quoted or listed or admitted
          to trading on any national  securities  exchange or quotation  system,
          the closing price of such security on the  over-the-counter  market in
          the  regular  day  session  on the  day in  question  as  reported  by
          Bloomberg LP, or a similar generally accepted  reporting  service,  as
          the case may be. If such  security has no quotes or listing as defined
          in this  section 1 (iv),  then the Current  Market  Price shall be the
          price per Common Share on any date of  determination  as determined by
          an  independent  third  party  appointed  by mutual  agreement  of the
          Company and the Holder.

                    (v)  "Exchange  Act" means the  Securities  Exchange  Act of
          1934,  as amended,  and the rules and  regulations  of the  Commission
          thereunder, or any similar successor statute.

                    (vi) "Investor"  means each of the Initial  Investors and as
          may  become  a party to this  Agreement,  from  time to time,  and any
          transferee  or  assignee of  Registrable  Securities  which  agrees to
          become bound by all of the terms and  provisions of this  Agreement in
          accordance with Section 9 hereof.

                    (vii)   "Person"   means   any   individual,    partnership,
          corporation,   limited   liability   company,   joint  stock  company,
          association,  trust, unincorporated  organization,  or a government or
          agency or political subdivision thereof.

                   (viii)   "Prospectus"  means the prospectus (including, with-
          out limitation,  any preliminary  prospectus and any final  prospectus
          filed pursuant to Rule 424(b) under the Securities Act,  including any
          prospectus  that  discloses  information  previously  omitted  from  a
          prospectus  filed as part of an  effective  registration  statement in
          reliance  on Rule  430A  under the  Securities  Act)  included  in the
          Registration  Statement,  as amended or supplemented by any prospectus
          supplement with respect to the terms of the offering of any portion of
          the Registrable  Securities covered by the Registration  Statement and
          by all other amendments and supplements to such prospectus,  including
          all material  incorporated  by reference  in such  prospectus  and all
          documents filed after the date of such prospectus by the Company under
          the Exchange Act and incorporated by reference therein.

                    (ix) "Public  Offering"  means an offer  registered with the
          Commission and the  appropriate  state  securities  commissions by the
          Company of its Common Stock and made pursuant to the Securities Act.

                    (x) "Registrable  Securities"  means the Common Stock issued
          or issuable (i) in lieu of cash interest  payments on the Notes,  (ii)
          upon  conversion,  redemption or prepayment of the Notes or (iii) upon
          exercise of the Warrants; provided,

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          however,  a share of  Common  Stock  shall  cease to be a  Registrable
          Security  for  purposes  of  this  Agreement  when it no  longer  is a
          Restricted Security.

                    (xi) "Registration Statement" means a registration statement
          of the Company filed on an  appropriate  form under the Securities Act
          providing  for the  registration  of, and the sale on a continuous  or
          delayed  basis by the  holders of, all of the  Registrable  Securities
          pursuant  to  Rule  415  under  the  Securities  Act,   including  the
          Prospectus   contained  therein  and  forming  a  part  thereof,   any
          amendments  to such  registration  statement and  supplements  to such
          Prospectus,  and all exhibits to and other  material  incorporated  by
          reference  in  such  registration  statement  and  Prospectus.

                  (xii)  "Restricted  Security"  means  any  share  of   Common
          Stock converted,  issued or issuable in lieu of cash interest payments
          on the Notes,  upon conversion,  redemption or prepayment of the Notes
          or  exercise of the  Warrants  except any such share that (i) has been
          registered pursuant to an effective  registration  statement under the
          Securities  Act and sold in a manner  contemplated  by the  prospectus
          included in such registration statement,  (ii) has been transferred in
          compliance with the resale provisions of Rule 144 under the Securities
          Act (or any successor  provision thereto) or is transferable  pursuant
          to  paragraph  (k) of  Rule  144  under  the  Securities  Act  (or any
          successor provision thereto),  or (iii) otherwise has been transferred
          and a new share of Common  Stock not subject to transfer  restrictions
          under the  Securities  Act has been  delivered  by or on behalf of the
          Company.

                    (xiii) "Securities Act" means the Securities Act of 1933, as
          amended,  and the rules and regulations of the Commission  thereunder,
          or any similar successor statute.

          (b) All  capitalized  terms  used  and not  defined  herein  have  the
respective meaning assigned to them in the Note Purchase Agreement.

          2. Registration

          (a) Filing and  Effectiveness of Registration  Statement.  The Company
shall  prepare  and file with the  Commission  not later  than 90 days after the
Closing  Date, a  Registration  Statement  relating to the offer and sale of the
Registrable  Securities and shall use its  reasonable  best efforts to cause the
Commission to declare such Registration Statement effective under the Securities
Act as promptly as practicable  but in no event later than five (5) months after
the Closing Date; provided that if the Commission shall review such Registration
Statement  the  Company  shall have an  additional  30 days period to amend such
Registration  Statement.  The Company shall promptly (and, in any event, no more
than 48 hours after it receives  comments from the  Commission),  notify each of
the Investors  when and if it receives any comments  from the  Commission on the
Registration Statement and promptly forward a copy of such comments, if they are
in writing, to the Investors.  At such time after the filing of the Registration
Statement  pursuant to this Section  2(a) as the  Commission  indicates,  either
orally or in  writing,  that it has no  further  comments  with  respect to such
Registration  Statement or that it is willing to entertain  appropriate requests

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for acceleration of effectiveness of such  Registration  Statement,  the Company
shall  promptly,  and in no event later than five (5) days after receipt of such
indication  from  the  Commission,   request  that  the  effectiveness  of  such
Registration  Statement  be  accelerated  within  48 hours  of the  Commission's
receipt of such  request.  The Company  shall  notify the  Investors  by written
notice that such  Registration  Statement  has been  declared  effective  by the
Commission within 24 hours of such declaration by the Commission.

          (b)  Eligibility  for Use of Form S-3. The Company agrees that at such
time as it meets all the requirements for the use of Securities Act Registration
Statement  on Form S-3 it shall  use its  reasonable  best  efforts  to file all
reports  and  information  required to be filed by it with the  Commission  in a
timely manner and take all such other action so as to maintain such  eligibility
for the use of such form. To the extent the Company is not eligible for use of a
Registration  Statement on Form S-3, it agrees to file a Registration  Statement
on the form it is eligible to use within the time periods set forth in paragraph
2(a) above.

          3. Obligations of the Company

          In connection with the registration of the Registrable Securities, the
Company shall subject to the Investors assistance and cooperation, as reasonably
required:

          (a) (i) Shall  prepare and file with the  Commission  such  amendments
(including   post-effective   amendments)  to  the  Registration  Statement  and
supplements  to the  Prospectus  as may be  necessary  to keep the  Registration
Statement  continuously  effective and in compliance  with the provisions of the
Securities  Act applicable  thereto so as to permit the Prospectus  forming part
thereof to be current and useable by  Investors  for resales of the  Registrable
Securities  for a  period  of  three  (3)  years  from  the  date on  which  the
Registration  Statement  is first  declared  effective  by the  Commission  (the
"Effective Time") or such shorter period that will terminate upon the earlier of
there  ceasing  to be any  Registrable  Securities  outstanding  or when all the
Registrable  Securities  covered by the  Registration  Statement  have been sold
pursuant  thereto in accordance  with the plan of  distribution  provided in the
Prospectus,  transferred  pursuant  to Rule  144  under  the  Securities  Act or
otherwise transferred in a manner that results in the delivery of new securities
not subject to transfer restrictions under the Securities Act (the "Registration
Period") and (ii) take all lawful action such that each of (A) the  Registration
Statement and any amendment thereto does not, when it becomes effective, contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, not misleading
and (B) the  Prospectus  forming  part of the  Registration  Statement,  and any
amendment or supplement  thereto,  does not at any time during the  Registration
Period  include  an  untrue  statement  of a  material  fact or omit to  state a
material fact required to be stated  therein or necessary to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading;

          (b) During the Registration Period, use its reasonable best efforts to
comply with the provisions of the Securities Act with respect to the Registrable
Securities of the Company covered by the Registration  Statement until such time
as all of such  Registrable  Securities have been disposed of in accordance with
the  intended  methods  of  disposition  by the  Investors  as set  forth in the
Prospectus forming part of the Registration Statement;

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          (c) (i) Prior to the filing with the  Commission  of any  Registration
Statement (including any amendments thereto) and the distribution or delivery of
any Prospectus  (including any  supplements  thereto),  provide (A) draft copies
thereof to the Investors and give reasonable  consideration to all such comments
as the  Investors  (and their  counsel)  reasonably  may  propose and (B) to the
Investors a copy of the accountant's consent letter to be included in the filing
and (ii) furnish to each Investor whose  Registrable  Securities are included in
the Registration  Statement and its legal counsel identified to the Company, (A)
promptly  after the same is prepared  and publicly  distributed,  filed with the
Commission,  or received by the Company, one copy of the Registration Statement,
each Prospectus,  and each amendment or supplement thereto,  and (B) such number
of copies of the Prospectus and all amendments and supplements  thereto and such
other documents,  as such Investor may reasonably request in order to facilitate
the disposition of the Registrable Securities owned by such Investor;

          (d) (i) Use its  reasonable  best  efforts to  register or qualify the
Registrable   Securities  covered  by  the  Registration  Statement  under  such
securities or "blue sky" laws of such  jurisdictions as the Investors who hold a
majority-in-interest  of the  Registrable  Securities  being offered  reasonably
request,  (ii) prepare and file in such jurisdictions such amendments (including
post-effective   amendments)   and   supplements  to  such   registrations   and
qualifications as may be necessary to maintain the effectiveness  thereof at all
times during the Registration  Period,  (iii) take all such other lawful actions
as may be necessary to maintain such  registrations and qualifications in effect
at all times during the Registration Period, and (iv) take all such other lawful
actions reasonably necessary or advisable to qualify the Registrable  Securities
for sale in such jurisdictions; provided, however, that the Company shall not be
required in connection  therewith or as a condition thereto to (A) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 3(d),  (B) subject  itself to general  taxation in any such
jurisdiction  or (C) file a general  consent  to  service of process in any such
jurisdiction;

          (e) As promptly as  practicable  after  becoming  aware of such event,
notify each Investor of the  occurrence  of any event,  as a result of which the
Prospectus included in the Registration  Statement,  as then in effect, includes
an  untrue  statement  of a  material  fact or omits to  state a  material  fact
required to be stated  therein or necessary to make the statements  therein,  in
light of the  circumstances  under  which they were made,  not  misleading,  and
promptly  prepare an amendment to the  Registration  Statement and supplement to
the  Prospectus  to correct such untrue  statement  or  omission,  and deliver a
number of copies of such  supplement  and  amendment  to each  Investor  as such
Investor may reasonably request;

          (f) As promptly as  practicable  after  becoming  aware of such event,
notify each  Investor who holds  Registrable  Securities  being sold (or, in the
event of an underwritten offering, the managing underwriters) of the issuance by
the Commission of any stop order or other suspension of the effectiveness of the
Registration  Statement at the earliest possible time and take all lawful action
to effect  the  withdrawal,  recession  or  removal  of such stop order or other
suspension;

          (g) Use its  reasonable  best  efforts  to cause  all the  Registrable
Securities  covered by the Registration  Statement to be listed on the principal
national securities exchange,  and

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included in an inter-dealer quotation system of a registered national securities
association, on or in which securities of the same class or series issued by the
Company are then listed or  included;

          (h) Use its  reasonable  best efforts to maintain a transfer agent and
registrar,  which may be a single  entity,  for the  Registrable  Securities not
later than the effective  date of the  Registration  Statement and to cause such
transfer agent to remove restrictive  legends on the Registered  Securities,  as
may be appropriate and in compliance with the Securities Act;

          (i) Use its  reasonable  best  efforts to take all such  other  lawful
actions  reasonably  necessary to expedite and facilitate the disposition by the
Investors  of their  Registrable  Securities  in  accordance  with the  intended
methods  therefor  provided  in the  Prospectus  which are  customary  under the
circumstances;

          (j)  Make  generally  available  to its  security  holders  as soon as
practicable,  but in any event not later  than  three (3)  months  after (i) the
effective  date (as  defined in Rule  158(c)  under the  Securities  Act) of the
Registration  Statement,  and (ii)  the  effective  date of each  post-effective
amendment  to the  Registration  Statement,  as the  case  may be,  an  earnings
statement of the Company and its  subsidiaries  complying  with Section 11(a) of
the  Securities Act and the rules and  regulations of the Commission  thereunder
(including, at the option of the Company, Rule 158); and

          (k) (i) Make reasonably available for inspection by Investors, and any
attorney,  accountant  or other agent  retained by such  Investors  all relevant
financial and other records, pertinent corporate documents and properties of the
Company and its subsidiaries,  and (ii) use reasonable best efforts to cause the
Company's officers, directors and employees to supply all information reasonably
requested  by such  Investors  or any  such  attorney,  accountant  or  agent in
connection with the  Registration  Statement,  in each case, as is customary for
similar  due  diligence  examinations;  provided,  however,  that  all  records,
information and documents that are designated in writing by the Company, in good
faith,  as  confidential,  proprietary  or  containing  any  material  nonpublic
information  shall be kept confidential by such Investors and any such attorney,
accountant or agent (pursuant to an appropriate confidentiality agreement in the
case of any such holder or agent),  unless such  disclosure  is made pursuant to
judicial  process in a court  proceeding  (after  first  giving  the  Company an
opportunity  promptly to seek a protective order or otherwise limit the scope of
the information  sought to be disclosed) or is required by law, or such records,
information or documents  become  available to the public generally or through a
third party not in violation of an accompanying  obligation of  confidentiality;
and  provided,  further,  that,  if the  foregoing  inspection  and  information
gathering would otherwise  disrupt the Company's  conduct of its business,  such
inspection and information  gathering shall, to the maximum extent possible,  be
coordinated on behalf of the Investors and the other parties entitled thereto by
one firm of counsel  designed  by and on behalf of the  majority  in interest of
Investors and other parties.

          4. Obligations of the Investors

          In connection with the registration of the Registrable Securities, the
Investors shall have the following obligations:

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<PAGE>

          (a) As long as the Company complies with the notice procedures herein,
it shall be a condition  precedent to the obligations of the Company to complete
the  registration  pursuant to this  Agreement  with respect to the  Registrable
Securities  of a particular  Investor  that such  Investor  shall furnish to the
Company such information regarding itself, the Registrable Securities held by it
and the intended method of disposition of the Registrable  Securities held by it
as shall be reasonably  required to effect the  registration of such Registrable
Securities and shall execute such documents in connection with such registration
as the Company may reasonably request. As least fourteen days prior to the first
anticipated filing date of the Registration Statement,  the Company shall notify
each Investor of the information the Company reasonably  requires from each such
Investor (the  "Requested  Information")  if such Investor elects to have any of
its Registrable Securities included in the Registration  Statement.  Such notice
shall be clearly  marked  (on the  envelope  containing  such  notice,  upon the
facsimile  cover sheet,  or as may  otherwise  be required) as follows:  "URGENT
ATTENTION  REQUIRED".  If at least two  business  days prior to the  anticipated
filing date the Company  has not  received  the  Requested  Information  from an
Investor  (a  "Non-Responsive   Investor"),   then  the  Company  may  file  the
Registration   Statement  without  including  Registrable   Securities  of  such
Non-Responsive  Investor and have no further  obligations to the  Non-Responsive
Investor;

          (b) Each  Investor by its  acceptance  of the  Registrable  Securities
agrees to use its  reasonable  best  efforts to  cooperate  with the  Company in
connection  with  the  preparation  and  filing  of the  Registration  Statement
hereunder,  unless  such  Investor  has  notified  the Company in writing of its
election  to exclude all of its  Registrable  Securities  from the  Registration
Statement; and

          (c) Each  Investor  agrees  that,  upon receipt of any notice from the
Company of the  occurrence of any event of the kind described in Section 3(e) or
3(f), it shall immediately discontinue its disposition of Registrable Securities
pursuant to the  Registration  Statement  covering such  Registrable  Securities
until  such  Investor's  receipt of the  copies of the  supplemented  or amended
Prospectus contemplated by Section 3(e) and, if so directed by the Company, such
Investor shall deliver to the Company (at the expense of the Company) or destroy
(and deliver to the Company a  certificate  of  destruction)  all copies in such
Investor's  possession,  of the Prospectus covering such Registrable  Securities
current at the time of receipt of such notice.

          5. Right to Suspend Registration Statement

          So long as the Company has maintained the initial  registration  for a
minimum  period of 90 days, the Company shall have the right for up to 120 days,
in the aggregate,  in any consecutive 360-day period to suspend any Registration
Statement in the event that the Company determines, in good faith, that it is in
the best  interest  of the  Company  for the  Company  to  proceed  with its own
offering of equity securities.  The Company may so proceed by delivering written
notice of such intention to the Investors. The Company may exercise the right to
suspend a Registration Statement only twice in any 360-day period, provided that
such  exercises  shall not exceed 120 days,  in the  aggregate,  in any  360-day
period.

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          6. Expenses of Registration

          All expenses,  other than  underwriting  discounts and  commissions or
similar fees relating to the Registrable Securities, incurred in connection with
registrations,  filings or qualifications  pursuant to Section 3, but including,
without limitation, all registration, listing, and qualifications fees, printing
and engraving fees, accounting fees, and the fees and  disbursements of counsel
for the Company (but not of the Investors) shall be borne by the Company.

          7. Indemnification and Contribution

          (a) The Company  shall  indemnify  and hold harmless each Investor and
each of their  respective  officers and  directors  and each person who controls
such Investor  within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act(each such person being sometimes  hereinafter referred to
as an  "Indemnified  Person")from  and against any  losses,  claims,  damages or
liabilities,  joint or  several,  to which  such  Indemnified  Person may become
subject under the Securities Act or otherwise,  insofar as such losses,  claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an  untrue  statement  or  alleged  untrue  statement  of a  material  fact
contained in any  Registration  Statement or an omission or alleged  omission to
state therein a material fact required to be stated therein or necessary to make
the statements  therein,  not  misleading,  or arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Prospectus  or an omission or alleged  omission to state therein a material fact
required to be stated  therein or necessary to make the statements  therein,  in
the light of the circumstances  under which they were made, not misleading;  and
the  Company  hereby  agrees  to  reimburse  such  Indemnified  Person  for  all
reasonable  legal  and  other  expenses  incurred  by  them in  connection  with
investigating  or defending  any such action or claim as and when such  expenses
are  incurred;  provided,  however,  that the Company shall not be liable to any
such  Indemnified  Person in any such  case to the  extent  that any such  loss,
claim,  damage  or  liability  arises  out of or is  based  upon  (i) an  untrue
statement  or  alleged  untrue  statement  made in, or an  omission  or  alleged
omission from, such Registration Statement or Prospectus in reliance upon and in
conformity with written information furnished to the Company by such Indemnified
Person  expressly  for use therein or (ii) in the case of the  occurrence  of an
event of the type specified in Section 3(e), the use by the  Indemnified  Person
of an outdated or  defective  Prospectus  after the Company has provided to such
Indemnified  Person an updated  Prospectus  correcting  the untrue  statement or
alleged  untrue  statement or omission or alleged  omission  giving rise to such
loss,  claim,  damage or liability.  The indemnity  provided for in this Section
7(a)  shall not apply to  amounts  paid in  settlement  of any  losses,  claims,
damages or liabilities if such settlement is effected without the consent of the
Company, which consent shall not be unreasonably withheld.

          (b)  Indemnification  by the  Investors.  Each Investor  agrees,  as a
consequence  of  the  inclusion  of  any  of  its  Registrable  Securities  in a
Registration  Statement,  to (i) indemnify  and hold  harmless the Company,  its
directors  (including  any person who, with his or her consent,  is named in the
Registration  Statement as a director nominee of the Company),  its officers who
sign any  Registration  Statement  and each  person,  if any,  who  controls the
Company within the meaning of either Section 15 of the Securities Act or Section
20 of the Exchange Act,  against any losses,  claims,  damages or liabilities to
which the Company or such other persons may become

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subject, under the Securities Act or otherwise,  insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue  statement  of a material  fact  contained  in such  Registration
Statement or  Prospectus or arise out of or are based upon the omission to state
therein a material fact  required to be stated  therein or necessary to make the
statements therein (in light of the circumstances under which they were made, in
the case of the  Prospectus),  not misleading,  in each case to the extent,  but
only to the extent,  that such untrue statement or omission was made in reliance
upon and in conformity with written  information  furnished to the Company by or
on behalf of such Investor expressly for use therein;  provided,  however,  that
absent fraud, no Investor shall be liable under this Section 7(b) for any amount
in excess of the net proceeds paid to such Investor in respect of shares sold by
it, and (ii) reimburse the Company for any legal or other  expenses  incurred by
the Company in  connection  with  investigating  or defending any such action or
claim as and when such expenses are incurred. The indemnity provided for in this
Section  7(b)  shall not apply to  amounts  paid in  settlement  of any  losses,
claims,  damages or  liabilities  if such  settlement  is  effected  without the
consent of the Investors, which consent shall not be unreasonably withheld.

          (c) Notice of Claims,  etc.  Promptly after receipt by a party seeking
indemnification  pursuant to this Section 7 (an "Indemnified  Party") of written
notice of any  investigation,  claim,  proceeding  or other action in respect of
which  indemnification is being sought (each, a "Claim"),  the Indemnified Party
promptly  shall notify the party against whom  indemnification  pursuant to this
Section  7 is  being  sought  (the  "Indemnifying  Party")  of the  commencement
thereof;  but the omission to so notify the Indemnifying Party shall not relieve
it from any  liability  that it  otherwise  may have to the  Indemnified  Party,
except to the extent  that the  Indemnifying  Party is  actually  prejudiced  by
reason  of such  failure.  In  connection  with any  Claim as to which  both the
Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party
shall be entitled to assume the defense thereof.  Notwithstanding the assumption
of the defense of any Claim by the  Indemnifying  Party,  the Indemnified  Party
shall have the right to employ  separate legal counsel and to participate in the
defense of such Claim,  and the  Indemnifying  Party  shall bear the  reasonable
fees,  out-of-pocket  costs and expenses of one such separate  legal counsel for
all  Indemnified  Parties  in  connection  with  any one  action  or  series  of
substantially related actions if (and only if): (x) the Indemnifying Party shall
have  agreed in  writing  to pay such fees,  costs and  expenses,  (y) the named
parties to any such action  (including any impleaded  parties)  include both the
Indemnified  Party and the  Indemnifying  Party and the Indemnified  Party shall
have been advised by such counsel in writing that there may be one or more legal
defenses  available to the Indemnifying Party different from or in conflict with
any legal  defenses  which may be available to the  Indemnified  Party (in which
case the  Indemnifying  Party  shall not have the right to assume the defense of
such action on behalf of the Indemnified  Party, or (z) the  Indemnifying  Party
shall  have  failed to  employ  legal  counsel  reasonably  satisfactory  to the
Indemnified  Party  within a  reasonable  period  of time  after  notice  of the
commencement  of such Claim.  If the  Indemnified  Party employs  separate legal
counsel in  circumstances  other than as  described  in clauses  (x), (y) or (z)
above,  the fees,  costs  and  expenses  of such  legal  counsel  shall be borne
exclusively by the Indemnified Party. Except as provided above, the Indemnifying
Party  shall not,  in  connection  with any Claim in the same  jurisdiction,  be
liable  for the fees and  expenses  of more  than  one firm of  counsel  for the
Indemnified  Party (together with  appropriate  local counsel).  The Indemnified
Party shall not,  without the prior

                                       9
<PAGE>

written consent of the Indemnifying  Party (which consent shall not unreasonably
be  withheld),  settle or  compromise  any Claim or  consent to the entry of any
judgment  that does not  include an  unconditional  release of the  Indemnifying
Party from all liabilities with respect to such Claim or judgment.

          (d) Contribution.  If the indemnification provided for in this Section
7 is unavailable to or insufficient to hold harmless an Indemnified Person under
subsection  (a) or (b)  above in  respect  of any  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof)  referred  to  therein,  then each
Indemnifying  Party  shall  contribute  to the  amount  paid or  payable by such
Indemnified Party as a result of such losses, claims, damages or liabilities (or
actions in respect  thereof) in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party and the Indemnified Party in connection
with the statements or omissions which resulted in such losses,  claims, damages
or liabilities  (or actions in respect  thereof),  as well as any other relevant
equitable  considerations.  The relative  fault of such  Indemnifying  Party and
Indemnified  Party shall be  determined  by reference  to,  among other  things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged  omission to state a material  fact relates to  information  supplied by
such Indemnifying  Party or by such Indemnified Party, and the parties' relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such  statement or omission.  The parties hereto agree that it would not be just
and equitable if  contribution  pursuant to this Section 7(d) were determined by
pro rata  allocation  (even if the Investors were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable  considerations  referred to in this Section 7(d).  The amount paid or
payable by an Indemnified  Party as a result of the losses,  claims,  damages or
liabilities (or actions in respect thereof) referred to above shall be deemed to
include  any  legal  or  other  fees or  expenses  reasonably  incurred  by such
Indemnified Party in connection with  investigating or defending any such action
or claim. No person guilty of fraudulent  misrepresentation  (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to  contribution  from
any person who was not guilty of such fraudulent misrepresentation.

          (e) Notwithstanding any other provision of this Section 7, in no event
shall any Investor be required to  undertake  liability to any person under this
Section 7 for any amounts in excess of the dollar  amount of the  proceeds to be
received  by  such  Investor  from  the  sale  of  such  Investor's  Registrable
Securities  pursuant to any Registration  Statement under which such Registrable
Securities are to be registered under the Securities Act.

          (f) The  obligations  of the Company  under this Section 7 shall be in
addition  to  any  liability  which  the  Company  may  otherwise  have  to  any
Indemnified  Person and the  obligations  of any  Indemnified  Person under this
Section 7 shall be in addition to any liability  which such  Indemnified  Person
may otherwise have to the Company.  The remedies  provided in this Section 7 are
not exclusive and shall not limit any rights or remedies  which may otherwise be
available to an indemnified party at law or in equity.

          8. Rule 144

          With a view to making  available to the Investors the benefits of Rule
144 under the  Securities  Act or any other  similar rule or  regulation  of the
Commission  that may at any time

                                       10
<PAGE>


permit the  Investors to sell  securities  of the Company to the public  without
registration ("Rule 144"), the Company agrees to use its reasonable best efforts
to:

          (a) comply with the provisions of paragraph (c) (1) of Rule 144;

          (b) file with the  Commission in a timely manner all reports and other
documents  required to be filed by the  Company  pursuant to Section 13 or 15(d)
under the  Exchange  Act;  and,  if at any time it is not  required to file such
reports but in the past had been required to or did file such reports,  it will,
upon the request of any Investor,  make available other  information as required
by, and so long as  necessary  to permit  sales of, its  Registrable  Securities
pursuant to Rule 144; and

          (c) Provide within a reasonable period of time of a written request of
the Investor and at the  Company's  expense,  a legal  opinion  addressed to the
Company's  transfer  agent  verifying  the  transferability  of  the  Shares  in
accordance with Rule 144.

          9. Assignment

          The  rights  to  have  the  Company  register  Registrable  Securities
pursuant to this Agreement shall be  automatically  assigned by the Investors to
any permitted  transferee of all or a portion (which portion shall exceed 10% of
the  Registrable  Securities  on an  as-converted  basis)  of  such  Registrable
Securities  (or  all  or a  portion  (which  portion  shall  exceed  10%  of the
Registrable  Securities on an as-converted basis) of any Notes or Warrant of the
Company which is  convertible  into such  securities)  only if: (a) the Investor
agrees in writing with the  transferee or assignee to assign such rights,  and a
copy of such  agreement  is furnished  to the Company  within a reasonable  time
after such assignment, (b) the Company is, within ten (10) Business Days of such
transfer  or  assignment,  furnished  with  written  notice  of (i) the name and
address of such  transferee or assignee and (ii) the securities  with respect to
which  such  registration   rights  are  being  transferred  or  assigned,   (c)
immediately following such transfer or assignment, the securities so transferred
or assigned to the transferee or assignee constitute Restricted Securities,  and
(d) at or before the time the Company  receives the written notice  contemplated
by clause (b) of this sentence the transferee or assignee agrees in writing with
the Company to be bound by all of the provisions contained herein.

          10. Amendment and Waiver

          Any  provision  of this  Agreement  may be amended and the  observance
thereof may be waived (either  generally or in a particular  instance and either
retroactively  or  prospectively),  only with the written consent of the Company
and  Investors  who  hold  at  least  two-thirds  (66  2/3)  of the  Registrable
Securities.  Any amendment or waiver effected in accordance with this Section 10
shall be binding upon each Investor and the Company.

          11. Changes in Common Stock

          If, and as often as,  there are any changes in the Common Stock by way
of stock split, stock dividend,  reverse split, combination or reclassification,
or through merger, consolidation,  reorganization or recapitalization, or by any
other means,  appropriate  adjustment

                                       11
<PAGE>

shall be made in the provisions  hereof, as may be required,  so that the rights
and privileges granted hereby shall continue with respect to the Common Stock as
so changed.

          12. Miscellaneous

          (a) A person or entity  shall be deemed to be a holder of  Registrable
Securities  whenever  such  person or entity  owns of  record  such  Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two or more  persons  or  entities  with  respect  to the  same
Registrable  Securities,  the Company shall act upon the basis of  instructions,
notice  or  election  received  from the  registered  owner of such  Registrable
Securities.

          (b) If,  after the date hereof and prior to the  Commission  declaring
the Registration  Statement to be filed pursuant to Section 2(a) effective under
the  Securities  Act, the Company grants to any Person any  registration  rights
with respect to any Company  securities  which are more  favorable to such other
Person than those provided in this Agreement,  then the Company  forthwith shall
grant  (by means of an  amendment  to this  Agreement  or  otherwise)  identical
registration rights to all Investors hereunder.

          (c) Except as may be otherwise  provided  herein,  any notice or other
communication  or delivery  required or permitted  hereunder shall be in writing
and shall be delivered personally or sent by certified mail, postage prepaid, or
by a nationally  recognized overnight courier service, and shall be deemed given
when so delivered  personally or by overnight  courier  service,  or, if mailed,
three days after the date of deposit in the United States mails, as follows:

          (i) if to the Company, to:

              eMagin Corporation
              2070 Route 52
              Hopewell Junction, NY 12533
              Attention:  Gary W. Jones
              (845) 892-1900
              (845) 892-1901 (Fax)

               with a copy to:

               White & Case LLP
               1155 Avenue of the Americas
               New York, NY  10036
               Attention:  S. Ward Atterbury
               Tel:  (212) 819-8200
               Fax:  (212) 354-8113;

          (ii) if to an  Initial  Investor,  to the  address  set out  for  such
               Initial Investor on Schedule A attached hereto; and


                                       12
<PAGE>

          (iii) if to any other Investor, at such address as such Investor shall
                have provided in writing to the Company.

The Company,  the Initial  Investors  or any  Investor may change the  foregoing
address by notice given pursuant to this Section 12(c).

          (d)  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,
shall not operate as a waiver thereof.

          (e) This Agreement  shall be governed by and interpreted in accordance
with the laws of the  State of New York.  Each of the  parties  consents  to the
jurisdiction  of the federal  courts whose  districts  encompass any part of the
City of New York or the state  courts of the  State of New York  sitting  in the
City of New York in connection with any dispute arising under this Agreement and
hereby waives,  to the maximum extent permitted by law, any objection  including
any  objection  based on  forum  non  conveniens,  to the  bringing  of any such
proceeding in such jurisdictions.

          (f) The remedies  provided in this  Agreement are  cumulative  and not
exclusive of any remedies provided by law. If any term,  provision,  covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants  and  restrictions  set forth  herein  shall  remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an  alternative  means to
achieve the same or substantially  the same result as that  contemplated by such
term, provision,  covenant or restriction.  It is hereby stipulated and declared
to be the  intention of the parties that they would have  executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

          (g) The Company  agrees with the  Investors  that  irreparable  damage
would occur in the event that any of the material  provisions of this  Agreement
were not performed in accordance  with their terms or were otherwise  materially
breached by the  Company.  Accordingly,  the  Investors  shall be entitled to an
injunction or injunctions to prevent material  breaches of this Agreement and to
enforce  specifically the material terms and provisions of this Agreement,  this
being in  addition to any other  remedy to which they are  entitled at law or in
equity and that the Company shall  reimburse  the  Investors for all  reasonable
costs relating  thereto.  In addition to the injunctive relief provided pursuant
to the immediately preceding sentence, if the Registration Statement relating to
the offer and sale of the Registrable Securities shall not be declared effective
by the  Commission  within six (6) months of the  Closing  Date and the  Company
shall have been shown to have failed to use its reasonable best efforts to cause
the Commission to declare such  Registration  Statement  effective,  the Company
shall be entitled to liquidated damages at a rate of five percent (5%) per month
(calculated  to the  nearest  calendar  day)  of the  value  of the  Registrable
Securities not so declared effective until, and to the extent,  such Registrable
Securities shall be declared effective.  The value of the Registrable Securities
pursuant to the preceding  sentence  shall be determined by the average  closing
price of the Common Stock on its principal  exchange (in terms of volume) at the
time of determination for

                                       13
<PAGE>


the twenty (20)  consecutive  trading days  commencing  on the first trading day
occurring six (6) months after the Closing Date.

          (h) The Company shall not enter into any agreement with respect to its
securities  that is  inconsistent  with the  rights  granted  to the  holders of
Registrable  Securities  in this  Agreement  or  otherwise  conflicts  with  the
provisions hereof.

          (i)  This  Agreement,   the  Note  Purchase  Agreement,  the  Security
Agreement,  the Notes and the Warrants constitute the entire agreement among the
parties  hereto  with  respect  to  the  subject  matter  hereof.  There  are no
restrictions,  promises, warranties or undertakings,  other than those set forth
or referred to herein. This Agreement, the Note Purchase Agreement, the Security
Agreement,  the Notes  and the  Warrants  supersede  all  prior  agreements  and
undertakings among the parties hereto with respect to the subject matter hereof.

          (j) Subject to the  requirements  of Section 9 hereof,  this Agreement
shall inure to the benefit of and be binding upon the  successors and assigns of
each of the parties hereto.

          (k) All pronouns and any  variations  thereof refer to the  masculine,
feminine or neuter, singular or plural, as the context may require.

          (l) The headings in this  Agreement are for  convenience  of reference
only and shall not limit or otherwise affect the meaning thereof.

          (m) This Agreement may be executed in two or more  counterparts,  each
of which shall be deemed an original but all of which shall  constitute  one and
the same agreement.  A facsimile  transmission of this signed Agreement shall be
legal and binding on all parties hereto.

          (n)  Notwithstanding  anything to the contrary in this Agreement,  the
parties hereto  expressly agree that additional  parties may join this Agreement
as Initial  Investors,  from time to time (and prior to  January  30,  2002) and
become a party hereto provided,  that, each such additional party shall agree to
be bound by the terms and conditions of this Agreement and shall agree to assume
the  rights  and  obligations  of an  Initial  Investor  hereunder  as  if  such
additional  party  was an  original  signatory  hereto  as of the  date  of this
Agreement, and, provided, further, that such additional party shall be permitted
under  Section 1(e) of the Note  Purchase  Agreement  to join the Note  Purchase
Agreement  as an  additional  Investor  (as  such  term is  defined  in the Note
Purchase Agreement).

                            [SIGNATURE PAGE FOLLOWS.]

                                       14

<PAGE>

          In Witness Whereof,  the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.


                                  EMAGIN CORPORATION



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



          INITIAL INVESTORS:



                                  RAINBOW GATE CORPORATION



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



                                  MORTIMER D.A. SACKLER



                                  -----------------------------------
                                    Mortimer D.A. Sackler

                                    Address:



                                       15
<PAGE>



                                    MARTIN SOLOMON



                                    -----------------------------------
                                      Mr. Martin Solomon

                                      Address:





                                    SOVEREIGN BANCORP LTD.


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



                                    JAMES M. ARKOOSH


                                    -----------------------------------
                                      Mr. James M. Arkoosh

                                      Address:



                                       16
<PAGE>



                                    JACK RIVKIN


                                    -----------------------------------
                                      Mr. Jack Rivkin

                                      Address:






                                       17