DISPLAYTECH, INC. AMENDED AND RESTATED SHAREHOLDERS' RIGHTS AGREEMENT AMENDMENT NO. 1

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Exhibit 10.8.1

DISPLAYTECH, INC.

AMENDED AND RESTATED
SHAREHOLDERS' RIGHTS AGREEMENT
AMENDMENT NO. 1

        This Amendment to the Amended and Restated Shareholders' Rights Agreement dated July 30, 2001 ("Agreement") is made as of April 9, 2002, by and among Displaytech, Inc., a Colorado corporation (the "Company") and the persons and entities listed as Investors in the signature section at the end of this Amendment (the "Investors").

        Pursuant to an agreement between the Company and Integral, Inc. ("Integral"), the Company issued to Integral one thousand (1,000) shares of the Company's Series D convertible preferred stock in lieu of cash, as payment of the equity portion of Integral's consulting fees.

        Integral has requested that the shares be reissued to its affiliate, Analysis Group Fund I, L.P. ("Analysis"), and Analysis has requested to become a party to the Agreement.

        The Company also wishes to amend paragraph 4.2 of the Agreement as it relates to the make up of the Board of Directors and the Scientific Advisory Committee.

        The Company and the Investors therefore wish to amend the Agreement for the purposes of adding Analysis as a party, and to amend paragraph 4.2.

AGREEMENT

        This Amendment amends the Agreement as follows:

        1.     Analysis Group Fund I, L.P. is hereby added as a party to the Agreement, entitled to all rights granted, and subject to all obligations assumed by the parties under the Agreement.

        2.     Additionally, paragraph 4.2.(a) shall be amended by deleting the second sentence of the Agreement, which now states:

"The Investors agree to vote their shares of Voting Stock for the election to the Company's Board of Directors of two (2) designees of the Kingdon Investors, two (2) designees of the Century Investors, two (2) designees of DBCP, two (2) designees of the ▇▇▇▇▇▇▇ Investors, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇."

and inserting the following sentence in its place:

"The Investors agree to vote their shares of Voting Stock for the election to the Company's Board of Directors of two (2) designees of the Kingdon Investors, two (2) designees of the Century Investors, two (2) designees of DBCP, two (2) designees of the ▇▇▇▇▇▇▇ Investors, and two (2) representatives from the Company's management.

        3.     Further, section 4.2. (a)(iii) shall be amended by deleting the section in its entirety, which now states:

"(iii) a Scientific Advisory Committee, chaired by ▇▇▇▇ ▇▇▇▇▇▇▇▇ and also to include ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and such other members to be determined in the future by the Board of Directors."

and inserting the following in its place:

"(iii) a Scientific Advisory Committee, chaired by a representative from the Company's management, and also to include other members to be determined by the Board of Directors."

        Except as modified herein, all terms of the Agreement remain in full force and effect.

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        IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of the day and year first written above.

		COMPANY:
		Displaytech, Inc.
		By:		/s/  ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		Title:		Chief Executive Officer
		ANALYSIS GROUP FUND I, L.P.
		By:		ANALYSIS GROUP FUND PARTNERS LLC (G.P.)
		By:		Analysis Group Inc., Managing Member
		By:		/s/  ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Name:		▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Title:		Chief Financial Officer
		INVESTORS:
		KINGDON ASSOCIATES, L.P.
		By:		Kingdon Capital Management Corp., its General Partner
		By:
		Name:
		Title:
		KINGDON PARTNERS, L.P.
		By:		Kingdon Capital Management Corp., its General Partner
		By:
		Name:
		Title:
		▇. ▇▇▇▇▇▇▇ OFFSHORE NV
		By:		Kingdon Capital Management Corp., its investment advisor
		By:
		Name:
		Title:

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		J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇.
		/s/  J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇.
				J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇.
		CENTURY PARTNERS, L.P.-DTECH, L.P.
		By:		▇▇▇▇▇▇▇ ▇▇▇▇▇, its general partner
		JKB—DISPLAYTECH, LLC
		By:		/s/  J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇.       J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇.
		INTERWEST CAPITAL, INC.
		By:		/s/  WM. C. ▇▇▇▇▇       ▇▇. ▇. ▇▇▇▇▇ President
		▇▇▇▇▇▇▇ US DISCOVERY FUND III, L.P.
		By:		▇▇▇▇▇▇▇ US DISCOVERY PARTNERS, L.P., its general partner
		By:		▇▇▇▇▇▇▇ US DISCOVERY, LLC, its general partner
		By:		/s/  ▇▇▇▇▇▇ ▇. ▇▇▇▇       ▇▇▇▇▇▇ ▇. ▇▇▇▇, member
		▇▇▇▇▇▇▇ US DISCOVERY OFFSHORE FUND III, L.P.
		By:		▇▇▇▇▇▇▇ US DISCOVERY PARTNERS, L.P., its general partner
		By:		▇▇▇▇▇▇▇ US DISCOVERY, LLC, its general partner
		By:		/s/  ▇▇▇▇▇▇ ▇. ▇▇▇▇       ▇▇▇▇▇▇ ▇. ▇▇▇▇, member
		▇.▇. ▇▇▇▇▇▇▇▇ & CO. DISPLAYTECH INVESTMENT PARTNERSHIP
		By:		▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Partner

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		DADCO Incorporated
		By:		Authorized Officer
		DB CAPITAL PARTNERS SBIC, L.P.
		By:		/s/  ▇▇▇▇▇▇ ▇. ▇▇▇▇▇       ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		HEWLETT-PACKARD COMPANY
		By:

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DISPLAYTECH, INC. AMENDED AND RESTATED SHAREHOLDERS' RIGHTS AGREEMENT AMENDMENT NO. 1