Amendment To

DEFERRED COMPENSATION DEFERRAL AND CONVERSION OPTION AGREEMENT

This Agreement (the “Amendment Agreement”) is an amendment to the DEFERRED COMPENSATION DEFERRAL AND CONVERSION OPTION AGREEMENT dated the 27^th day of March, 2013 (“Conversion Option Agreement”), by and between GRANT RUSSELL ("Executive"), and VUZIX CORPORATION, a Delaware corporation ("Company").

In consideration of the mutual covenants and agreements contained herein and in the Conversion Option Agreement, the parties agree to amend the Conversion Option Agreement effective immediately as follows:

2 (a) Executive may, subject to the conditions set forth herein, convert, in whole or in part, any unpaid portion of the Deferred Compensation into shares of Common Stock (such shares to be issued to the Executive, the "Conversion Shares") at a conversion price equal to the per share offering price of the Company’s shares in its proposed secondary offering underwritten by Aegis Capital, as further described in Section 5 (b), and subject to the approval of the TSX Venture Exchange (“TSXV”).

The Conversion Option Agreement Paragraph 2 (a)

2 (a) Executive will may, subject to the conditions set forth herein, convert the in whole the or in part, any unpaid portion of the Deferred Compensation into shares of Common Stock (such shares to be issued to the Executive, the "Conversion Shares") at a conversion price equal to the per share offering price of the Company’s shares in its proposed secondary offering underwritten by Aegis Capital and Warrants to purchase shares of Common Stock, which Warrants (the “Conversion Warrants”) will have the same terms as the warrants offered by the Company under the Company’s Registration Statement on Form S-1 (File No. 333-185661), as amended (the “Existing Registration Statement”), and will be issued in the same ratio to the Conversion Shares as the ratio of the warrants to the shares of common stock issued to purchasers under the Existing Registration Statement, as further described in Section 4(a)(v),and subject to the approval of the TSX Venture Exchange (“TSXV”).

2 (c) Subject to the terms and conditions set forth herein, this Agreement will become effective on the day that the Company shall have obtained the necessary approvals for the listing of its Common Stock on the NASDAQ Capital Market and shall have consummated a public offering of the securities as described in its Registration Statement on Form S-1, filed with the SEC on December 21, 2012.

The Conversion Option Agreement Paragraph 2 (c) is hereby amended to state:

2 (c) Subject to the terms and conditions set forth herein, this Agreement will become effective on the day that the Company shall have obtained the necessary approvals for the listing of its Common Stock on the NASDAQ Capital Market and shall have consummated a public offering of the securities as described in its Registration Statement on Form S-1 (File No. 333-185661), as amended filed with the SEC on December 21, 2012.

5 (a) (v) Before June 30, 2013, the Company shall have obtained the necessary approvals for the listing of its Common Stock on the NASDAQ Capital Market and shall have consummated a public offering of its securities as described in its Registration Statement on Form S-1, filed with the SEC on December 21, 2012.

The Conversion Agreement Paragraph 5 (a) (v) is hereby amended to state:

5 (a) (v) Before June 30, 2013, the Company shall have obtained the necessary approvals for the listing of its Common Stock on the NASDAQ Capital Market and shall have consummated a public offering of its securities as described in its Registration Statement on Form S-1 (File No. 333-185661), as amended filed with the SEC on December 21, 2012.

5 (b) (iii) Before June 30, 2013, the Company shall have obtained the necessary approvals for the listing of its Common Stock on the NASDAQ Capital Market and shall have consummated a public offering of its securities as described in its Registration Statement on Form S-1, filed with the SEC on December 21, 2012.

The Conversion Option Agreement Paragraph 5 (b) (iii) is hereby amended to state:

5 (b) (iii) Before June 30, 2013, the Company shall have obtained the necessary approvals for the listing of its Common Stock on the NASDAQ Capital Market and shall have consummated a public offering of its securities as described in its Registration Statement on Form S-1 (File No. 333-185661), as amended filed with the SEC on December 21, 2012.

6 (c) The Company shall take all commercially reasonably action to cause the Conversion Shares to be listed on the NASDAQ Capital Market or the TSXV within 15 days of their issuance;

The Conversion Option Agreement Paragraph 6 (c) is hereby amended to state:

6 (c) The Company shall take all commercially reasonably action to cause the Conversion Shares and Conversion Warrants to be listed on the NASDAQ Capital Market, or the TSXV within 15 days of their issuance;

EXECUTED on this 7^th day of June 2013.