POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints
each of Susan Jones,  Patricia Lynn and Richard  Friedman,  signing singly,  the
undersigned's true and lawful attorney-in-fact to:

1. Execute for and on behalf of the undersigned,  in the undersigned's  capacity
as an officer and/or director of eMagin Corporation (the "Company"), Forms 3, 4,
and 5 in accordance  with Section 16(a) of the  Securities  Exchange Act of 1934
and the rules thereunder;

2. Do and  perform any and all acts for and on behalf of the  undersigned  which
may be  necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments  thereto,  and timely file such
form with the United States  Securities  and Exchange  Commission  and any stock
exchange or similar authority; and

3. Take any other action of any type whatsoever in connection with the foregoing
which,  in the  opinion of such  attorney-in-fact,  may be of benefit to, in the
best interest of, or legally required by, the  undersigned,  it being understood
that  the  documents  executed  by  such   attorney-in-fact  on  behalf  of  the
undersigned  pursuant to this Power of Attorney  shall be in such form and shall
contain such terms and conditions as such  attorney-in-fact  may approve in such
attorney in-fact's discretion.

The  undersigned  hereby  grants to each such  attorney-in-fact  full  power and
authority  to do and perform any and every act and thing  whatsoever  requisite,
necessary,  or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally  present,  with full power of substitution or revocation,
hereby  ratifying  and  confirming  all  that  such  attorney-in-fact,  or  such
attorney-in-fact's  substitute or substitutes,  shall lawfully do or cause to be
done by virtue of this  power of  attorney  and the  rights  and  powers  herein
granted. The undersigned acknowledges that the foregoing  attorneys-in-fact,  in
serving in such  capacity at the request of the  undersigned,  are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

This  Power of  Attorney  shall  remain  in full  force  and  effect  until  the
undersigned is no longer  required to file Forms 3, 4, and 5 with respect to the
undersigned's  holdings of and transactions in securities issued by the Company,
unless earlier revoked by the  undersigned in a signed writing  delivered to the
foregoing attorneys-in-fact.

IN WITNESS  WHEREOF,  the  undersigned  has caused  this Power of Attorney to be
executed as of this 21st day of March 2005.





Signature:  /s/ John Atherly
            ----------------
Print Name: John Atherly