Exhibit 10.13
         -------------

THE SECURITIES  REFERRED TO HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933,  AS AMENDED (THE "ACT"),  AND MAY NOT BE OFFERED OR SOLD UNLESS THE
SECURITIES ARE REGISTERED  UNDER THE ACT, OR AN EXEMPTION FROM THE  REGISTRATION
REQUIREMENTS OF THE ACT IS AVAILABLE.

                                 COPYTELE, INC.
                                 --------------
                          STOCK SUBSCRIPTION AGREEMENT
                          ----------------------------




This Stock  Subscription  Agreement (this  "Agreement"),  dated as of August 30,
1999, is entered into by and between CopyTele, Inc., a Delaware corporation (the
"Company"), and Lewis H. Titterton (the "Subscriber").

The Company has offered for sale,  and the  Subscriber  has agreed to  purchase,
200,000  shares (the  "Shares") of common  stock,  par value $.01 per share (the
"Common  Stock"),  of the  Company  and a Warrant  (the  "Warrant")  to purchase
200,000 shares of Common Stock (the "Warrant Shares").  In connection therewith,
the Company and the Subscriber hereby agree as follows:


 1. Purchase and Sale of Shares.
    ----------------------------

Upon the basis of the representations  and warranties,  and subject to the terms
and  conditions,  set forth  herein,  the  Company  agrees to issue and sell the
Shares and the Warrant to the  Subscriber  on the Closing  Date (as  hereinafter
defined) at a purchase price of $1.00 per share of Common Stock, or an aggregate
purchase price of $200,000 (the "Subscription Price"), and the Subscriber agrees
to purchase  the Shares and the Warrant  from the Company on the Closing Date at
the Subscription Price.

2.  Closing.
    --------

The  closing of the  purchase  and sale of the Shares  shall take place at 10:00
a.m., New York City time, on September 8, 1999, at the offices of the Company at
900 Walt Whitman Road,  Huntington,  New York 11746, or on such other date or at
such other time or place as the  Company  and the  Subscriber  may agree upon in
writing  (such  time and date of the  closing  being  referred  to herein as the
"Closing Date").  Upon payment of the Subscription  Price in full in the form of
cash or certified or bank check payable to the order of the Company, the Company
will deliver to the Subscriber as promptly as practicable (but in no event later
than fifteen (15) days following the date of payment in full of the Subscription
Price) (i) a certificate or certificates  representing the Shares, registered in
the name of the Subscriber, and (ii) a Warrant granting the Subscriber the right
to  purchase  the  Warrant  Shares  at the  purchase  price  per share of $1.00,
expiring two (2) years  following the Closing Date, in the form attached  hereto
as Exhibit A, the terms and conditions of which are agreed to by the Subscriber.

                                       1
<PAGE>
3.       Representations  and  Warranties  of the Company.
         -------------------------------------------------

The Company  represents  and warrants
that:

(a) no  consent,  approval,  authorization  or order of any court,  governmental
agency or body or arbitrator having  jurisdiction over the Company or any of the
Company's  affiliates  is required for the  execution  of this  Agreement or the
performance  of  the  Company's  obligations   hereunder,   including,   without
limitation, the sale of the Shares to the Subscriber;

(b) neither the sale of the Shares and the  Warrant nor the  performance  of the
Company's other  obligations  pursuant to this Agreement will violate,  conflict
with, result in a breach of, or constitute a default (or an event that, with the
giving of notice or the lapse of time or both, would constitute a default) under
(i) the certificate of incorporation or bylaws of the Company,  (ii) any decree,
judgment,  order or determination of any court,  governmental agency or body, or
arbitrator  having  jurisdiction  over  the  Company  or any  of  the  Company's
properties or assets,  (iii) any law, treaty,  rule or regulation  applicable to
the  Company  (other  than the  federal  securities  laws,  representations  and
warranties  with respect to which are made by the Company  solely in  paragraphs
(f)  through  (j) of this  Section 3) or (iv) the terms of any bond,  debenture,
note or other evidence of indebtedness,  or any agreement, stock option or other
similar plan, indenture,  lease, mortgage,  deed or trust or other instrument to
which the Company is a party or otherwise  bound or to which any property of the
Company is subject;

(c) the  Company has or,  prior to the  Closing,  will have taken all  corporate
action  required to authorize the  execution and delivery of this  Agreement and
the performance of its obligations hereunder;

(d) the Company has duly  authorized the Shares and the Warrant Shares and, when
issued and delivered in accordance  with the terms of the Company's  certificate
of  incorporation  and delivered to and paid for by the Subscriber in accordance
with the terms hereof and the Warrant,  respectively, the Shares and the Warrant
Shares will be duly and validly issued,  fully paid and non-assessable,  and the
issuance  of the  Shares  and the  Warrant  Shares  will not be  subject  to any
preemptive or similar rights;

(e) the Shares and the  Warrant  Shares  will be free and clear of any  security
interest, lien, claim or other encumbrance;

(f) the sale of the Shares and the  Warrants  by the  Company  are not part of a
plan or scheme to evade the  registration  requirements of the Securities Act of
1933, as amended (the "Act");

                                       2
<PAGE>
(g)  neither  the  Company  nor any person  acting on behalf of the  Company has
offered  or sold  any of the  Shares  or the  Warrant  by any  form  of  general
solicitation or general advertising;

(h) the  Company  has  offered  the  Shares  and the  Warrant  for sale  only to
"accredited  investors,"  as such term is defined in Rule 501(a)  under the Act,
who by reason of their business and financial  experience  have such  knowledge,
sophistication and experience in business and financial matters as to be capable
of evaluating the merits and risks of the investment in the Shares,  the Warrant
and the Warrant Shares;

(i) the  Company's  Annual  Report on Form 10-K (the "Form 10-K") for the fiscal
year ended  October  31,  1998  fairly and  accurately  presents  the  Company's
business  as of the date  thereof  and its  financial  condition  and results of
operation  through  October  31,  1998,  and the Form 10-K does not  contain any
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;

(j) the financial statements of the Company included in the Form 10-K, including
the  schedules  and notes  thereto,  comply in all  material  respects  with the
requirements of the Securities  Exchange Act of 1934, as amended,  and have been
prepared,  and fairly present the financial  condition and results of operations
and cash flows of the Company and its  subsidiaries at the respective  dates and
for the respective  periods  indicated,  in accordance  with generally  accepted
accounting principles consistently applied throughout such periods; and

(k) except as set forth in the Form 10-K, since October 31, 1998 (i) the Company
has not incurred any material liabilities,  direct or contingent, and (ii) there
has been no material  adverse  change in the  properties,  business,  results of
operations,  condition (financial or other), affairs or prospects of the Company
and its subsidiaries, taken as a whole.

The Company has not made any  representations  or warranties to the  Subscriber,
and the Subscriber has not relied upon any  representations or warranties of the
Company, except as expressly set forth in this Section 3.

                                       3
<PAGE>
4. Representations  and  Warranties  of  the  Subscriber.
   ------------------------------------------------------

The  Subscriber  represents  and
warrants that:

(a) the purchase of the Shares and the Warrant by the  Subscriber is not part of
a plan or scheme to evade the registration requirements of the Act;

(b) the Subscriber is an "accredited  investor," as such term is defined in Rule
501(a) under the Act, who by reason of its business and financial experience has
such knowledge,  sophistication and experience in business and financial matters
as to be capable of  evaluating  the merits and risks of the  investment  in the
Shares,  the Warrant and the Warrant Shares and,  having had access to or having
been  furnished  with  all  such  information  as it  has  considered  necessary
(including, without limitation, the Form 10-K), has concluded that it is able to
bear those risks;

(c) the Subscriber  understands that (i) the Shares, the Warrant and the Warrant
Shares  have not been  registered  under the Act and may not be  offered or sold
unless   registered  under  the  Act  or  an  exemption  from  the  registration
requirements  of the Act is available,  (ii) if any transfer of the Shares,  the
Warrant or the Warrant  Shares is to be made in reliance on an  exemption  under
the Act, the Company may require an opinion of counsel  satisfactory  to it that
such transfer may be made pursuant to such exemption and (iii) so long as deemed
appropriate by the Company,  the Shares,  the Warrant and the Warrant Shares may
bear a legend to the effect of clauses (i) and (ii) of this paragraph;

(d) in making any subsequent offering or sale of the Shares, the Subscriber will
be acting only for itself and not as part of a sale or planned  distribution  in
violation of the Act;

(e) the Shares and  Warrant  were not offered to the  Subscriber  by any form of
general solicitation or general advertising;

(f) the Subscriber  understands  that no federal or state or other  governmental
agency has passed upon or made any recommendation or endorsement with respect to
the Shares, the Warrant or the Warrant Shares;

(g) the  Subscriber is purchasing  the Shares and the Warrant,  and will acquire
the Warrant  Shares,  for its own account and not with a view to, or for sale in
connection with, any distribution;

(h)  during  the  period  of five (5)  business  days  immediately  prior to the
execution of this Agreement by the Subscriber, Subscriber did not, and from such
date and through the  expiration  of the 90th day following the date hereof will
not,  directly  or  indirectly,  execute  or effect or cause to be  executed  or
effected any short sale,  option,  or equity swap transaction in or with respect
to the Common Stock or any other derivative security  transaction the purpose or
effect of which is to hedge or  transfer to a third party all or any part of the
risk of loss  associated  with the  ownership of the Shares,  the Warrant or the
Warrant Shares by the Subscriber; and

                                       4
<PAGE>
(i) no  consent,  approval,  authorization  or order of any court,  governmental
agency or body or arbitrator  having  jurisdiction over the Subscriber or any of
the  Subscriber's  affiliates is required for the execution of this Agreement or
the performance of the Subscriber's  obligations hereunder,  including,  without
limitation, the purchase of the Shares and the Warrant by the Subscriber.

5. Conditions to Closing.
   ----------------------

The  obligations of each party hereunder shall be subject to (a) the accuracy of
the  representations  and  warranties  of the other party  hereto as of the date
hereof and as of the Closing Date, as if such representations and warranties had
been made on and as of such date, (b) the  performance by the other party of its
obligations  hereunder  and (c) the  condition  that Les  Appel,  counsel to the
Subscriber,  shall have  delivered on or prior to the Closing Date an opinion to
the effect that the sale of the Shares and the Warrant  pursuant  to, and in the
manner  contemplated by, this Agreement does not require  registration under the
Act,  which opinion shall be acceptable to the Company's  transfer agent for the
Shares.  The  Company  and the  Subscriber  hereby  acknowledge  that Les Appel,
counsel  to  the  Subscriber,  will  rely  on  the  accuracy  and  truth  of the
representations  and  warranties of the Company and the  Subscriber in Section 3
and  Section 4,  respectively,  and  hereby,  consent to such  reliance  by such
counsel.

6. Indemnification.
  ----------------

(a) The Company  agrees to  indemnify  and hold  harmless the  Subscriber,  each
person,  if any, who controls the Subscriber within the meaning of Section 15 of
the Act and each officer, director,  employee and agent of the Subscriber and of
any such  controlling  person against any and all losses,  liabilities,  claims,
damages or expenses  whatsoever,  as incurred,  arising out of or resulting from
any breach or alleged  breach or other  violation  or alleged  violation  of any
representation,  warranty,  covenant or undertaking by the Company  contained in
this Agreement, and the Company will reimburse the Subscriber for its reasonable
legal  and  other  expenses   (including  the  cost  of  any  investigation  and
preparation, and including the reasonable fees and expenses of counsel) incurred
in connection therewith.

(b) The  Subscriber  agrees to indemnify  and hold  harmless  the Company,  each
person, if any, who controls the Company within the meaning of Section 15 of the
Act and each  officer,  director,  employee  and agent of the Company and of any
such controlling person against any and all losses, liabilities, claims, damages
or expenses whatsoever, as incurred, arising out of or resulting from any breach
or alleged breach or other violation or alleged violation of any representation,
warranty, covenant or undertaking by the Subscriber contained in this Agreement,
and the Subscriber will reimburse the Company for its reasonable legal and other
expenses (including the cost of any investigation and preparation, and including
the reasonable fees and expenses of counsel) incurred in connection therewith.

                                       5
<PAGE>
7.  Survival of Representations and Warranties.
   --------------------------------------------

The respective agreements,  representations,  warranties,  indemnities and other
statements  made by or on behalf of each party hereto pursuant to this Agreement
shall remain in full force and effect,  regardless of any investigation  made by
or on behalf of any party,  and shall  survive  delivery  of any payment for the
Shares and the Warrant.

8. Miscellaneous.
   --------------

(a)  This  Agreement  may be  executed  in one or more  counterparts,  and  such
counterparts shall constitute but one and the same agreement.

(b) This Agreement shall inure to the benefit of and be binding upon the parties
hereto,  their  respective  successors and, with respect to the  indemnification
provisions  hereof,  each person entitled to indemnification  hereunder,  and no
other person shall have any right or obligation hereunder.  This Agreement shall
not be assignable by any party hereto  without the prior written  consent of the
other party hereto.  Any  assignment  contrary to the terms hereof shall be null
and void and of no force or effect.

(c) This Agreement represents the entire understanding and agreement between the
parties  hereto with  respect to the subject  matter  hereof and can be amended,
supplemented or changed, and any provision hereof can be waived, only by written
instrument  making  specific  reference  to this  Agreement  signed by the party
against whom  enforcement of any such  amendment,  supplement,  modification  or
waiver is sought.

9. Time of the Essence.
   --------------------

Time shall be of the essence in this Agreement.

10. Governing Law.
   ---------------

This Agreement shall be governed by the internal laws of the State of New York.

                                       6
<PAGE>
IN WITNESS  WHEREOF,  the parties  hereto  have  caused this Stock  Subscription
Agreement to be executed and delivered as of the date first written above.


                                 COPYTELE, INC.



                                  By:    Denis A. Krusos
                                         ---------------------
                                  Name:  Denis A. Krusos
                                  Title: Chairman of the Board and
                                         Chief Executive Officer

                                         SUBSCRIBER:

                                         Lewis H. Titterton
                                         -------------------------
                                         Name: Lewis H. Titterton


                                       7
<PAGE>
THIS WARRANT AND ANY SECURITIES  ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE
NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE
"SECURITIES  ACT"), OR ANY STATE  SECURITIES LAWS AND NEITHER THE SECURITIES NOR
ANY INTEREST  THEREIN MAY BE OFFERED,  SOLD,  TRANSFERRED,  PLEDGED OR OTHERWISE
DISPOSED OF EXCEPT  PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER SUCH
ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION  UNDER SUCH ACT AND SUCH LAWS
THAT,  IN THE OPINION OF COUNSEL FOR THE HOLDER,  WHICH  COUNSEL AND OPINION ARE
REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE.

Warrant to Purchase                               Expiration:  September 8, 2001
                                                              ------------------
   200,000 Shares
  ---------------


                          -----------------------------
                                 COPYTELE, INC.
                          COMMON STOCK PURCHASE WARRANT
                          -----------------------------


This certifies  that,  for good and valuable  consideration,  CopyTele,  Inc., a
Delaware  corporation  (including  any  successor  thereto  with  respect to the
obligations hereunder,  by merger,  consolidation or otherwise,  the "Company"),
grants to Lewis Titterton or permitted assigns (the "Warrantholder"),  the right
to subscribe for and purchase,  in whole or in part,  from time to time from the
Company 200,000 duly authorized,  validly issued,  fully paid and  nonassessable
shares (the "Warrant  Shares") of the Company's Common Stock, par value $.01 per
share  (the  "Common  Stock"),  at the  purchase  price per share of $ 1.00 (the
"Exercise  Price")  at any  time  prior  to  5:00  p.m.,  New  York  time on the
Expiration Date, all subject to the terms, conditions and adjustments herein set
forth. The terms that are capitalized  herein shall have the meanings  specified
in Section 10 hereof, unless the context shall otherwise require.

1.   Duration and Exercise of Warrant; Limitation on Exercise; Payment of Taxes.
     --------------------------------------------------------------------------

1.1. Duration  and  Exercise  of  Warrant.
     ------------------------------------
Subject to the terms and  conditions  set forth  herein,  this  Warrant may be

exercised, in whole or in part, by the Warrantholder by:

(a) the surrender of this Warrant to the Company,  with a duly executed Exercise
Form  specifying  the number of Warrant  Shares to be  purchased,  during normal
business hours on any Business Day prior to the Expiration Date; and

(b) the delivery of payment to the Company of the Exercise  Price for the number
of  Warrant  Shares  specified  in the  Exercise  Form  in the  form  of cash or
certified or bank check payable to the order of the Company.

The Company  agrees that such Warrant Shares shall be deemed to be issued to the
Warrantholder  as the record  holder of such  Warrant  Shares as of the close of
business  on the date on which  this  Warrant  shall have been  surrendered  and
payment made for the Warrant Shares as aforesaid. Notwithstanding the foregoing,
no such  surrender  shall be  effective  to  constitute  the person  entitled to
receive such shares as the record holder thereof while the transfer books of the
Company for the Common  Stock are closed for any purpose (but not for any period
in excess of five days);  but any such  surrender  of this  Warrant for exercise
during any period  while such books are so closed  shall  become  effective  for
exercise  immediately  upon the reopening of such books,  as if the exercise had
been made on the date this Warrant was  surrendered and for the number of shares
of  Common  Stock  and at the  Exercise  Price  in  effect  at the  date of such
surrender. This Warrant and all rights and options hereunder shall expire on the
Expiration Date, and shall be wholly null and void to the extent this Warrant is
not exercised before it expires.

                                       8
<PAGE>
1.2. Warrant Shares  Certificate.
     ---------------------------

A stock  certificate or  certificates  for the Warrant  Shares  specified in the
Exercise  Form shall be delivered to the  Warrantholder  within 10 Business Days
after  receipt of the  Exercise  Form by the Company and payment of the purchase
price.  If this  Warrant  shall have been  exercised  only in part,  the Company
shall, at the time of delivery of the stock certificate or certificates, deliver
to the  Warrantholder  a new  Warrant  evidencing  the  rights to  purchase  the
remaining  Warrant  Shares,  which new  Warrant  shall in all other  respects be
identical with this Warrant.

1.3.  Payment of Taxes.
      ----------------

The issuance of certificates  for Warrant Shares shall be made without charge to
the  Warrantholder  for any stock  transfer  or other  issuance  tax in  respect
thereto; provided,  however, that the Warrantholder shall be required to pay any
and all taxes that may be payable in  respect of any  transfer  involved  in the
issuance and delivery of any  certificate  in a name other than that of the then
Warrantholder as reflected upon the books of the Company.

2. Restrictions on Transfer; Restrictive Legends.
   ---------------------------------------------

2.1.  Limitation  on  Transfer.
      -------------------------

No Warrantholder shall, directly or indirectly, sell, give, assign, hypothecate,
pledge,  encumber, grant a security interest in or otherwise dispose of (whether
by operation of law or otherwise) (each a "transfer") this Warrant or any right,
title or interest herein or hereto,  except in accordance with the provisions of
this Warrant.  Any attempt to transfer  this Warrant or any rights  hereunder in
violation  of the  preceding  sentence  shall be null and void ab initio and the
Company shall not register any such transfer.

2.2. Transfer Procedures.
     -------------------

If any  Warrantholder  wishes  to  transfer  this  Warrant  to a  transferee  (a
"Transferee")  under this Section 2, such Warrantholder shall give notice to the
Company of its intention to make any transfer permitted under this Section 2 not
less than five (5) days prior to  effecting  such  transfer,  which notice shall
state the name and address of each Transferee to whom such transfer is proposed.
This Warrant may, in accordance  with the terms hereof,  be transferred in whole
or in part. If this Warrant is assigned in whole,  the assignee  shall receive a
new Warrant  (registered  in the name of such assignee or its nominee) which new
Warrant shall cover the number of shares  assigned.  If this Warrant is assigned
in part, the assignor and assignee shall each receive a new Warrant  (which,  in
the case of the assignee, shall be registered in the name of the assignee or its
nominee),  each of which new  Warrant  shall  cover the  number of shares not so
assigned  and in respect of which no such  exercise has been made in the case of
the assignor and the number of shares so assigned, in the case of the assignee.

                                       9
<PAGE>
2.3.  Transfers in Compliance  with Law;  Substitution  of  Transferee.
      -----------------------------------------------------------------

Notwithstanding  any other  provision of this  Warrant,  no transfer may be made
pursuant to this Section 2 unless (a) the Transferee has agreed in writing to be
bound by the terms and  conditions  hereto,  (b) the  transfer  complies  in all
respects with the  applicable  provisions of this Warrant,  and (c) the transfer
complies in all respects  with  applicable  federal and state  securities  laws,
including,  without  limitation,  the  Securities  Act of 1933,  as amended.  If
requested by the Company in its  reasonable  judgment,  an opinion of counsel to
such  transferring  Warrantholder  shall  be  supplied  to the  Company  at such
transferring  Warrantholder's expense, to the effect that such transfer complies
with the applicable federal and state securities laws; provided,  however,  that
no such opinion shall be required if the Transferee is a successor  trust to the
Warrantholder  which has the same  beneficiaries.  Any attempt to transfer  this
Warrant or rights  hereunder in violation of this Warrant shall be null and void
ab initio and the Company shall not register such transfer.

3. Legends.
   -------

Each Warrant (and each Warrant issued in substitution  for any Warrant  pursuant
hereto) shall be stamped or otherwise  imprinted with a legend in  substantially
the following form:

THIS WARRANT AND ANY SECURITIES  ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE
NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE
"SECURITIES  ACT"), OR ANY STATE  SECURITIES LAWS AND NEITHER THE SECURITIES NOR
ANY INTEREST  THEREIN MAY BE OFFERED,  SOLD,  TRANSFERRED,  PLEDGED OR OTHERWISE
DISPOSED OF EXCEPT  PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER SUCH
ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION  UNDER SUCH ACT AND SUCH LAWS
THAT,  IN THE OPINION OF COUNSEL FOR THE HOLDER,  WHICH  COUNSEL AND OPINION ARE
REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE.

Each stock  certificate  for  Warrant  Shares  issued  upon the  exercise of any
Warrant and each stock  certificate  issued upon the direct or indirect transfer
of any such Warrant Shares shall be stamped or otherwise imprinted with a legend
in substantially the following form:

THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF EXCEPT  PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER SUCH
ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION  UNDER SUCH ACT AND SUCH LAWS
THAT,  IN THE OPINION OF COUNSEL FOR THE HOLDER,  WHICH  COUNSEL AND OPINION ARE
REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE.

                                       10
<PAGE>
Notwithstanding  the  foregoing,  the  Warrantholder  may require the Company to
issue a Warrant or a stock  certificate for Warrant Shares, in each case without
a legend, if either (i) such Warrant or such Warrant Shares, as the case may be,
have  been   registered  for  resale  under  the  Securities  Act  or  (ii)  the
Warrantholder  has  delivered  to the Company an opinion of counsel  (reasonably
satisfactory to the Company) which opinion shall be addressed to the Company and
be reasonably  satisfactory in form and substance to the Company's  counsel,  to
the affect that such  registration  is not required with respect to such Warrant
or such Warrant Shares, as the case may be.

4. Reservation of Shares, Etc.
   --------------------------

    The Company covenants and agrees as follows:

(a) All Warrant  Shares that are issued upon the exercise of this Warrant  will,
upon issuance,  be duly and validly issued,  fully paid and  nonassessable,  not
subject  to any  preemptive  rights,  and free from all taxes,  liens,  security
interests, charges, and other encumbrances with respect to the issuance thereof,
other than taxes in respect of any  transfer  occurring  contemporaneously  with
such issue.

(b) During the period  within which this Warrant may be  exercised,  the Company
will at all times have  authorized  and reserved,  and keep  available free from
preemptive  rights, a sufficient number of shares of Common Stock to provide for
the exercise of the rights represented by this Warrant.

5. Loss or Destruction of Warrant.
   ------------------------------

Subject to the terms and  conditions  hereof,  upon  receipt  by the  Company of
evidence  reasonably  satisfactory  to it of the  loss,  theft,  destruction  or
mutilation of this Warrant and, in the case of loss,  theft or  destruction,  of
such bond or  indemnification  as the Company may reasonably require and, in the
case of such mutilation,  upon surrender and  cancellation of this Warrant,  the
Company  will  execute and deliver a new Warrant of like tenor.  If the original
holder of this Warrant or any subsequent Institutional Holder with a minimum net
worth of at least  $25,000,000 is the owner of this Warrant at the time it shall
be lost,  stolen or destroyed,  then the  affidavit of an authorized  officer of
such owner, setting forth the fact of such loss, theft or destruction and of its
ownership of this Warrant at the time of such loss,  theft or destruction  shall
be  accepted  as  satisfactory  evidence  thereof  and no further  bond shall be
required as a condition to the  execution  and  delivery of a new Warrant  other
than the written agreement of such owner to indemnify the Company.

                                       11
<PAGE>
6.  Ownership of Warrant.
    --------------------

The  Company  may deem and  treat  the  person in whose  name  this  warrant  is
registered  as the holder and owner  hereof  (notwithstanding  any  notations of
ownership  or writing  hereon  made by anyone  other than the  Company)  for all
purposes  and  shall  not be  affected  by any  notice  to the  contrary,  until
presentation of this Warrant for registration of transfer.  Notwithstanding  the
foregoing,  the Warrants  represented hereby, if properly assigned in compliance
with this Agreement, may be exercised by an assignee for the purchase of Warrant
Shares without having a new Warrant issued.

7.  Certain Adjustment.
    ------------------

7.1. The number of Warrant Shares  purchasable  upon the exercise of this
     Warrant and the Exercise Price shall be subject to adjustment as follows:

(a) Stock Dividends; Stock Splits. If at any time after the date of the issuance
of this  Warrant  (i) the Company  shall pay a stock  dividend or make any other
distribution  payable in shares of Common  Stock or (ii) the number of shares of
Common Stock shall have been increased by a subdivision or split-up of shares of
Common Stock,  then, on the date of the payment of such dividend or  immediately
after the  effective  date of  subdivision  or split up, as the case may be, the
number of shares to be delivered upon exercise of this Warrant will be increased
so that the  Warrantholder  will be  entitled to receive the number of shares of
Common Stock that such Warrantholder would have owned immediately following such
action had this  Warrant  been  exercised  immediately  prior  thereto,  and the
Exercise Price will be adjusted as provided below in paragraph (f).

(b) Combination of Stock. If the number of shares of Common stock outstanding at
any  time  after  the date of the  issuance  of this  Warrant  shall  have  been
decreased by a combination  of the  outstanding  shares of Common  Stock,  then,
immediately after the effective date of such  combination,  the number of shares
of Common Stock to be delivered  upon exercise of this Warrant will be decreased
so that the  Warrantholder  thereafter will be entitled to receive the number of
shares of Common  Stock that such  Warrantholder  would  have owned  immediately
following such action had this Warrant been exercised immediately prior thereto,
and the Exercise Price will be adjusted as provided below in paragraph (f).

                                       12
<PAGE>
(c)  Reorganization,  etc. If any capital  reorganization of the Company, or any
reclassification  of the Common Stock, or any consolidation or share exchange of
the Company  with or merger of the Company  with or into any other person or any
sale, lease or other transfer of all or  substantially  all of the assets of the
Company to any other person, shall be effected in such a way that the holders of
Common  Stock shall be entitled to receive  stock,  other  securities  or assets
(whether such stock, other securities or assets are issued or distributed by the
Company or another  person)  with  respect to or in exchange  for Common  Stock,
then,  upon exercise of this Warrant the  Warrantholder  shall have the right to
receive the kind and amount of stock other securities or assets  receivable upon
such reorganization,  reclassification,  consolidation, merger or sale, lease or
other  transfer  by a holder of the  number of shares of Common  Stock that such
Warrantholder  would have been entitled to receive upon exercise of this Warrant
had  this  Warrant  been  exercised   immediately  before  such  reorganization,
reclassification,  consolidation,  merger  or sale,  lease  or  other  transfer,
subject to adjustments that shall be as nearly  equivalent as may be practicable
to the adjustments provided for in this Section 7.1.

(d) Fractional  Shares.  No fractional  shares of Common Stock or scrip shall be
issued to any  Warrantholder  in  connection  with the exercise of this Warrant.
Instead  of any  fractional  shares of Common  Stock  that  would  otherwise  be
issuable to such  Warrantholder,  the Company will pay to such  Warrantholder  a
cash  adjustment  in respect of such  fractional  interest in an amount equal to
that  fractional  interest of the then  current  Fair Market  Value per share of
Common Stock.

(e)  Carryover  Notwithstanding  any other  provision  of this  Section  7.1, no
adjustment shall be made to the number of shares of Common Stock to be delivered
to the  Warrantholder  (or to the Exercise Price) if such adjustment  represents
less  than 1% of the  number  of  shares  to be so  delivered,  but  any  lesser
adjustment  shall be carried  forward and shall he made at the time and together
with the next  subsequent  adjustment  that  together  with any  adjustments  so
carried  forward  shall  amount  to 1% or more of the  number of shares to be so
delivered.  However,  upon the exercise of this Warrant,  the Company shall make
all necessary adjustments not theretofore made to the number of shares of Common
Stock to be delivered to the  Warrantholder (or to the Exercise Price) up to and
including the date upon which this Warrant is exercised.

(f) Exercise Price Adjustment. Whenever the number of Warrant Shares purchasable
upon the  exercise  of the  Warrant is  adjusted  as  provided  pursuant to this
Section 7.1, the Exercise  Price payable upon the exercise of this Warrant shall
be  adjusted  by  multiplying  such  Exercise  Price  immediately  prior to such
adjustment by a fraction,  of which the numerator shall be the number of Warrant
Shares  purchasable upon the exercise of the Warrant  immediately  prior to such
adjustment,  and of which the denominator  shall be the number of Warrant Shares
purchasable immediately thereafter;  provided,  however, that the Exercise Price
for each  Warrant  Share  shall in no event be less  than the par  value of such
Warrant Share.

                                       13
<PAGE>
7.2. No Adjustment for Dividends.
    -----------------------------

Except as provided in Section  7.1, no  adjustment  in respect of any  dividends
shall be made  during  the term of this  Warrant  or upon the  exercise  of this
Warrant.  Notwithstanding  any other provision  hereof,  no adjustments shall be
made on Warrant  Shares  issuable on the  exercise of this  Warrant for any cash
dividends paid or payable to holders of record of Common Stock prior to the date
as of which the  Warrantholder  shall be deemed to be the record  holder of such
Warrant Shares.

7.3. Notice of Adjustment.
     ---------------------

Whenever  the number of Warrant  Shares or the  Exercise  Price of such  Warrant
Shares is adjusted, as herein provided, or the rights of the Warrantholder shall
change by reason of other events  specified  herein,  the Company shall promptly
mail by first  class,  postage  prepaid,  to the  Warrantholder,  notice of such
adjustment or adjustments  and a certificate of the Chief  Financial  Officer of
the Company setting forth the number of Warrant Shares and the Exercise Price of
such Warrant Shares after such  adjustment,  setting forth a brief  statement of
the facts  requiring such  adjustment and setting forth the computation by which
such adjustment was made.

8. Amendments.
   ----------

Any provision of this Warrant may be amended and the  observance  thereof waived
only with the written consent of the Company and the Warrantholder.

9. Notices of Corporate Action.
   ---------------------------
So long as this Warrant has not been exercised in full, in the event of:

(a) any  taking  by the  Company  of a record  of the  holders  of any  class of
securities for the purpose of determining  the holders  thereof who are entitled
to receive any dividend or other  distribution,  or any right to subscribe  for,
purchase  or  otherwise  acquire  any  shares of stock of any class or any other
securities or property, or to receive any other right,

(b)  any  capital   reorganization  of  the  Company,  any  reclassification  or
recapitalization  of the capital  stock of the Company or any  consolidation  or
merger  involving  the  Company  and any other  party or any  transfer of all or
substantially all the assets of the Company to any other party, or

                                       14
<PAGE>
(c) any voluntary or involuntary  dissolution,  liquidation or winding-up of the
Company,  the Company will mail to the Warrantholder a notice specifying (i) the
date or expected date on which any such record is to be taken for the purpose of
such  dividend,  distribution  or right and the amount and character of any such
dividend,  distribution or right and (ii) the date or expected date on which any
such reorganization, reclassification,  recapitalization, consolidation, merger,
transfer, dissolution,  liquidation or winding-up is to take place and the time,
if any such time is to be fixed,  as of which  the  holders  of record of Common
Stock (or other securities) shall be entitled to exchange their shares of Common
Stock (or other  securities)  for the securities or other  property  deliverable
upon such  reorganization,  reclassification,  recapitalization,  consolidation,
merger, transfer,  dissolution,  liquidation or winding-up. Such notice shall be
delivered at least 10 days prior to the date therein  specified,  in the case of
any date referred to in the foregoing subdivisions (i) and (ii).

10. Definitions.
    -----------

As used herein, unless the context otherwise requires,  the following terms have
the following respective meanings:

"Business  Day"  means any day other than a  Saturday,  Sunday or a day on which
national banks are authorized by law to close in the State of New York.

"Common Stock" has the meaning specified on the cover of this Warrant.


"Company" has the meaning specified on the cover of this Warrant

"Exercise Form" means an Exercise Form in the form annexed hereto as Exhibit A.

"Exercise Price" has the meaning specified on the cover of this Warrant.

"Expiration Date" means September 8, 2001 ; provided, however, that if such date
shall not be a Business Day,  then on the next  following day that is a Business
Day.

"Institutional  Holder"  means  any  bank,  trust  company,   savings  and  loan
association or other financial institution, any pension plan, any pension trust,
any investment  company,  any insurance  company,  any broker or dealer,  or any
similar financial institution or entity, regardless of legal form.

"Person"  means any natural  person,  corporation,  limited  liability  company,
trust, joint venture, association, company, partnership,  governmental authority
or other entity.

                                       15
<PAGE>
"Securities Act" has the meaning specified on the cover of this Warrant,  or any
similar  Federal  statute,  and the rules and  regulations of the Securities and
Exchange Commission thereunder,  all as the same shall be in effect at the time.
Reference  to a  particular  section  of the  Securities  Act,  shall  include a
reference  to the  comparable  section,  if any,  of any  such  similar  Federal
statute.

"Transfer" has the meaning specified in Section 2.1

"Transferee" has the meaning specified in Section 2.2.

"Warrantholder" has the meaning specified on the cover of this Warrant.

"Warrant Shares" has the meaning specified on the cover of this Warrant.

11. Miscellaneous.
    -------------

11.1. Entire  Agreement.
      -----------------

This  Warrant  constitutes  the entire  agreement  between  the  Company and the
Warrantholder with respect to the Warrants.

11.2. Binding Effect; Benefits.
      -------------------------

This Warrant shall inure to the benefit of and shall be binding upon the Company
and the  Warrantholder and their respective  successors and assigns.  Nothing in
this Warrant, expressed or implied, is intended to or shall confer on any person
other than the Company and the Warrantholder,  or their respective successors or
assigns, any rights, remedies,  obligations or liabilities under or by reason of
this Warrant.

11.3. Section and Other  Headings.
      ---------------------------

The section  and other  headings  contained  in this  Warrant are for  reference
purposes  only and shall not be deemed to be a part of this Warrant or to affect
the meaning or interpretation of this Warrant.

                                       16
<PAGE>
11.4.  Notices.
       --------

All notices and other communications required or permitted hereunder shall be in
writing and shall be  delivered  personally,  telecopied  or sent by  certified,
registered or express  mail,  postage  prepaid.  Any such notice shall be deemed
given when so delivered personally,  telecopied or sent by certified, registered
or express mail, as follows:

                  (a)      if to the Company, addressed to:


                           CopyTele, Inc.
                           900 Walt Whitman Road
                           Huntington, New York 11746
                           Attn:Chief Financial Officer

                  (b)      if to Warrantholder, addressed to:


                           Lewis H. Titterton
                           6 Autumn Lane
                           Saratoga Springs, NY  12866

Any party may by notice given in  accordance  with this  Section 11.4  designate
another address or person for receipt of notices hereunder.

11.5.  Severability.
       -------------

Any term or provision of this Warrant which is invalid or  unenforceable  in any
jurisdiction  shall,  as to such  jurisdiction,  be ineffective to the extent of
such invalidity or  unenforceability  without rendering invalid or unenforceable
the  terms  and  provisions  of  this  Warrant  or  affecting  the  validity  or
enforceability  of any of the terms or  provisions  of this Warrant in any other
jurisdiction.

                                       17
<PAGE>
11.6. Governing Law.
      --------------

This Warrant  shall be deemed to be a contract  made under the laws of the State
of New  York  and for  all  purposes  shall  be  governed  by and  construed  in
accordance with the laws of such State applicable to such agreements made and to
be performed entirely within such State.

11.7. No Rights or Liabilities  as  Stockholder.
      ------------------------------------------

Nothing  contained in this Warrant shall be  determined  as conferring  upon the
Warrantholder  any rights as a  stockholder  of the Company or as  imposing  any
liabilities  on the  Warrantholder  to  purchase  any  securities  whether  such
liabilities  are asserted by the Company or by creditors or  stockholders of the
Company or otherwise.

11.8. Copy of Warrant.
      ---------------

A copy of this Warrant shall be filed among the records of the Company.

11.9. Exercise of Remedies.
      ---------------------

In the event that the Company shall fail to observe any  provision  contained in
this  Warrant,  the holder  hereof  and/or any holder of the Common Stock issued
hereunder,  as the case may be,  may  enforce  its rights  hereunder  by suit in
equity, by action at law, or by any other appropriate  proceedings in aid of the
exercise  of any  power  granted  in this  Warrant  and,  without  limiting  the
foregoing,  said holder  shall be entitled to the entry of a decree for specific
performance and to such other and further relief as such court may decree.


                                    18
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
authorized officer.


                    COPYTELE, INC.


                    By:    Denis A. Krusos
                    Name:  Denis A. Krusos
                    Title: Chairman of the Board &
                           Chief Executive Officer

                    Dated: September 8, 1999

                                       19






                                                                     Exhibit A

                                  EXERCISE FORM

(To be executed upon exercise of this Warrant)

The undersigned hereby irrevocably elects to exercise the right,  represented by
this Warrant,  to purchase  _________ of the Warrant Shares and herewith tenders
payment for such Warrant Shares to the order of CopyTele,  Inc. in the amount of
$________ in accordance with the terms of this Warrant. The undersigned requests
(a) that a certificate  for such Warrant Shares be registered in the name of the
undersigned  (b), if such shares shall not include all of the shares issuable as
provided  in such  Warrant,  that a new  Warrant  of like tenor and date for the
balance of the shares  issuable  thereunder be issued to the undersigned and (c)
that such  certificates and Warrant,  if any, be delivered to the  undersigned's
address below.

The undersigned  represents that it is acquiring such Warrant Shares for its own
account for investment and not with a view to or for sale in connection with any
distribution thereof.

Dated:

                             Signature

                             (Print Name)


                             (Street Address)


                             (City) (State) (Zip Code)



Signed in the presence of:
                                       20