EXHIBIT A
                            [FORM OF PROMISSORY NOTE]


THIS  CONVERTIBLE  PROMISSORY  NOTE  (A)  HAS  NOT  BEEN  REGISTERED  UNDER  THE
SECURITIES  ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR THE SECURITIES
LAWS OF ANY STATE,  AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION  FROM
THE  REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS, AND (B) MAY
NOT BE SOLD,  OFFERED  FOR SALE,  PLEDGED OR  HYPOTHECATED  IN THE ABSENCE OF AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR AN  OPINION OF
COUNSEL SATISFACTORY TO THE BORROWER THAT SUCH REGISTRATION IS NOT REQUIRED.


                           CONVERTIBLE PROMISSORY NOTE


$1,000,000                                                       August 20, 2001
                                                     Hopewell Junction, New York


     For  value  received,  eMagin  Corporation,  a  Delaware  corporation  (the
"Borrower"),  hereby  unconditionally  promises  to  pay  to  the  order  of The
Travelers  Insurance  Company  or its  assigns  (the  "Lender"),  subject to the
provisions set forth in Sections 4 and 5 in lawful money of the United States of
America and in  immediately  available  funds,  the principal sum of $1,000,000,
plus interest, payable on the dates and in the manner set forth below.

     This  Convertible  Promissory  Note (this "Note") is executed and delivered
pursuant to that certain Note Purchase  Agreement,  dated as of August 20, 2001,
by and between the Borrower and the Lender (as the same may from time to time be
amended, modified or supplemented, the "Note Purchase Agreement").

     1. PRINCIPAL REPAYMENT. The outstanding principal amount of this Note shall
be payable on May 20,  2002 (the  "Maturity  Date"),  unless  this Note has been
converted as described in Section 4 below.

     2. INTEREST RATE. The Borrower  further promises to pay interest on the sum
of the unpaid  principal  amount of this Note  outstanding on each day, from the
date of this Note until all of the  principal  shall have been repaid in full or
converted as described in Section 4 below.  Interest shall accrue at the rate of
9.25% per annum.  Interest  shall be payable at maturity and shall be calculated
on the basis of a 365-day year for the actual number of days elapsed.

     3. PLACE OF PAYMENT.  All amounts payable hereunder shall be payable to the
Lender in the manner specified by the Lender to the Borrower in writing.  In the
event that


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payment is to be made by wire transfer, such payment shall be made on a day that
banks are open for business in New York, New York (each, a "Business  Day").  If
any payment  becomes due on a day that is not a Business Day, such payment shall
be made on the  next  succeeding  Business  Day,  and  such  extension  shall be
included in computing interest in connection with such payment.

     4. MANDATORY  CONVERSION.  Immediately upon the closing of a bona fide sale
of convertible debt securities of the Borrower,  on terms reasonably  acceptable
to the Lender,  in which the gross proceeds received by the Borrower are, in the
aggregate,  in the minimum  amount of $5  million,  prior to the  Maturity  Date
(collectively, the "Next Round of Financing"), the aggregate principal amount of
and  accrued  interest  on this  Note  shall be  converted  into the  amount  of
convertible  debt securities and other  securities of the Borrower that would be
issued by the  Borrower  to an  investor  of such  amount  in the Next  Round of
Financing.  The  Lender  shall  have and  enjoy  the same  rights  and  benefits
(including,  without  limitation,   anti-dilution  protection  and  registration
rights),  and shall be subject to the same  obligations  on a  proportionate  or
participatory basis, as the investors in the Next Round of Financing.

     5.  MECHANICS OF CONVERSION.  Upon  conversion of this Note, (i) the entire
principal  balance of and all accrued but unpaid  interest under this Note shall
be  converted  and this Note shall  become  fully paid and  satisfied,  (ii) the
Lender shall  surrender this Note,  duly endorsed,  to the Borrower's  office or
such other address which the Borrower shall  designate  against  delivery of the
certificates  representing the new securities of the Borrower,  and (iii) in the
event this Note is converted into other  securities of the Borrower  pursuant to
Section 4, the Borrower  and the Lender shall  execute and deliver to each other
those  agreements  and  documents  that are  contemplated  by the Next  Round of
Financing.

     6. ISSUE TAXES.  The  Borrower  shall pay any and all issue and other taxes
that may be payable  with  respect to any issue or delivery of shares of capital
stock on conversion of this Note pursuant hereto;  provided,  however,  that the
Borrower  shall not be obligated to pay any transfer  taxes  resulting  from any
transfer requested by any holder in connection with any such conversion.

     7.  DEFAULT.  It shall be an event of default  ("Event of Default") and the
entire  unpaid  principal of this Note,  together with accrued  interest,  shall
become  immediately due and payable,  automatically  in the case of those events
described  in  paragraphs  (d),  (e) and (f),  and in the case of any other such
event at the election of Lender,  upon the  occurrence  of any of the  following
events:

     (a) Any  failure on the part of  Borrower to make any payment in respect of
this Note when due, whether by acceleration or otherwise;

     (b) Borrower shall default in the  performance or compliance with any other
covenant or  agreement of Borrower  contained in this Note or the Note  Purchase
Agreement, and the continuation of such default for a period of 30 days;



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     (c) Any  representation  or  warranty  of  Borrower  contained  in the Note
Purchase Agreement shall prove to have been untrue in any material respect as of
the date of the Note Purchase Agreement;

     (d) Borrower shall default in the payment of principal, premium or interest
on any  material  indebtedness  for  borrowed  money,  or shall  default  in the
performance of or compliance with the terms of any related documentation, and in
connection with any such default such indebtedness becomes due and payable prior
to its stated maturity;

     (e)  Borrower  shall  commence  or  consent  to any  proceeding  under  any
bankruptcy,  reorganization,  arrangement,  readjustment of debt,  moratorium or
similar law or statute;

     (f) A proceeding shall be commenced  against Borrower under any bankruptcy,
reorganization,  arrangement, readjustment of debt, moratorium or similar law or
statute, and such proceeding is not stayed or dismissed within 45 days after the
commencement thereof;

     (g)  Borrower  consents  to  or  suffers  the  appointment  of a  guardian,
receiver,  trustee or custodian  to any  substantial  and  material  part of its
assets that is not vacated within 45 days;

     (h) Final judgment in excess of $250,000  (excluding  insured  portions) is
entered against Borrower and is not stayed, bonded or discharged within 30 days;
or

     (i) The dissolution or termination of existence of Borrower.

     8.  PREPAYMENT.  The Borrower may pre-pay the Note in full,  including  all
interest  owed  thereon  through  the date of payment,  at anytime  prior to the
Maturity Date without penalty.

     9. WAIVER. The Borrower waives  presentment and demand for payment,  notice
of dishonor, protest and notice of protest of this Note, and shall pay all costs
of  collection  when  incurred,   including,   without  limitation,   reasonable
attorney's fees, costs and other expenses.

     10.  GOVERNING  LAW.  This Note shall be  governed  by, and  construed  and
enforced  in  accordance  with,  the laws of the  State of New  York,  excluding
conflict of law principles that would cause the application of laws of any other
jurisdiction.

     11. SUCCESSORS AND ASSIGNS.  The provisions of this Note shall inure to the
benefit of and be binding on any  successor  to the Borrower and shall extend to
any permitted  holder hereof.  The Borrower may not assign or transfer this Note
or any of its obligations under this Note in any manner  whatsoever  without the
prior written consent of the Lender.

     12. NOTICES.  Any notices required to be delivered under this Note shall be
delivered  pursuant  to the  notice  procedures  set forth in the Note  Purchase
Agreement.

     13. MODIFICATION.  This Note may be altered only by prior written agreement
signed  by  the  party  against  whom   enforcement   of  any  waiver,   change,
modification, or discharge is sought.


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     IN WITNESS WHEREOF, the undersigned has executed this Note as of date first
written above.


                                      EMAGIN CORPORATION


                                      By:/s/Andrew P. Savadelis
                                         ----------------------------------
                                         Name:  Andrew P. Savadelis
                                         Title: Chief Financial Officer


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