EXHIBIT 10.17


                               LONG TERM AGREEMENT


This  long term  agreement  (hereinafter  "Agreement")  is  entered  into by and
between Boeing  Satellite  Systems  International,  Inc.  (hereinafter  "Buyer",
"BSSI" or "Boeing") and CopyTele, Inc. (hereinafter "Seller").

Buyer and Seller agree that this  Agreement  shall be effective  for a period of
three (3) years commencing on April 2, 2004.

Subject to the terms and  conditions  specified  herein,  Buyer hereby agrees to
purchase  and  Seller  agrees  to  sell  the  parts   identified  in  Exhibit  A
(hereinafter "Parts").

The  following  Exhibits  are  an  integral  part  of  this  Agreement  and  are
incorporated herein by this reference:

                  EXHIBITS:                 TITLE:
                  --------                  ------

                  Exhibit A                 Parts List

                  Exhibit B                 Purchase Order Attachments

                  Exhibit C                 Technical Documents

In consideration  of the promises set forth herein,  the parties hereto mutually
agree as follows:

         1.0      IMPLEMENTATION OF AGREEMENT

                  1.1      Whenever   Buyer  elects  to  procure   Parts  priced
                           pursuant to the terms of this Agreement,  Buyer shall
                           issue firm  fixed  price  Purchase  Orders on Buyer's
                           standard  purchase  order  forms  incorporating  such
                           attachments and documents set forth in Exhibits B and
                           C hereto  as are  deemed  by  Buyer to be  applicable
                           under the  circumstances.  Each such  Purchase  Order
                           shall  set  forth  the  items  being   ordered,   the
                           quantities to be furnished,  the  negotiated  prices,
                           and such  information  or  instructions  as Buyer may
                           deem necessary.  Each purchase order shall be subject
                           to seller's acceptance.  Seller agrees to comply with
                           each such Buyer's  Purchase  Order  issued  hereunder
                           subject  to the  requirements  set forth in each such
                           Purchase  Order  and  this  Agreement.  Buyer's  sole
                           representative  authorized to issue  Purchase  Orders
                           hereunder  is  Ali   Asgharzadeh  or  any  substitute
                           representative   designated   in   writing  by  Buyer
                           (hereinafter     "Buyer's    Authorized    Purchasing
                           Representative").

<PAGE>

                  1.2      Buyer's Purchase Orders will be identified by number,
                           and Seller  shall  reference  this  number on packing
                           sheets,  invoices, and other documents as required. A
                           separate invoice shall be submitted for each Purchase
                           Order unless otherwise specified.

         2.0      DELIVERY

                  2.1      All items  ordered  hereunder  shall be  delivered in
                           accordance with the delivery  requirements  set forth
                           on each Purchase Order.

         3.0      QUANTITY AND PRICE

                  3.1      Buyer agrees that it will procure a minimum  quantity
                           as  identified  in Exhibit A from  Seller  during the
                           term   of   this   Agreement.   Notwithstanding   the
                           foregoing,  Buyer's  obligation to procure Parts from
                           Seller  is  conditioned   upon  Seller's  ability  to
                           design, qualify,  fabricate,  manufacture,  assemble,
                           test and in all  respects  satisfy  Buyer's  Purchase
                           Order  requirements   regarding  timely  delivery  of
                           conforming  Parts.  Buyer is in no way  obligated  to
                           purchase any inventories (residual or otherwise) that
                           Seller may establish under this Agreement.

                  3.2      It  is  understood  and  agreed  that  any  estimates
                           contained in this Agreement or furnished by Buyer are
                           not   minimums,    maximums   or   guarantees,    and
                           authorization  of any  work  shall  only be upon  the
                           issuance  of  Purchase  Orders by Buyer's  Authorized
                           Purchasing   Representative.   Buyer  shall  have  no
                           responsibility  for the  accuracy of any estimate and
                           any reliance by Seller shall be at Seller's sole risk
                           and  expense.   Any  estimate  shall  be  subject  to
                           adjustment  from time to time and such estimate shall
                           not  constitute  a  change  in  accordance  with  the
                           changes clause  contained in the terms and conditions
                           of this Agreement.

                  3.3      Unit  prices  for items  covered  by this  Agreement
                           are as set forth in a letter  from Seller.

                  3.4      Boeing  shall not be obligated  to pay Seller any
                           amount in excess of the  authorized Purchase Orders.

                  3.5      Payment Terms shall be Net 45.

                  3.6      Buyer's California Resale Permit Number is
                           SB AB 99-930684.

                  3.7      Seller agrees that all deliveries shall be FOB origin
                           except   with  Buyer   requested   priority   freight
                           shipments  to  support   unplanned   demands   and/or
                           emergencies   as  instructed   and  authorized  in  a
                           Purchase Order.

         4.0      QUALITY ASSURANCE

                  4.1      Purchase  Orders issued under this Agreement shall be
                           performed   in   accordance   with  best   commercial
                           practices.
<PAGE>

         5.0      ACCEPTANCE

                  5.1      All goods  delivered  under  Purchase  Orders  issued
                           under this  Agreement  shall be subject to inspection
                           by Buyer prior to acceptance at such times and places
                           as  directed  by Buyer.  Except as  regards to latent
                           defects,  fraud or such gross  mistakes  as amount to
                           fraud,  the goods  delivered  under  Purchase  Orders
                           issued  under  this  Agreement  shall  be  considered
                           accepted by Buyer upon the  occurrence  of any of the
                           following conditions:

                                    (a)     Buyer makes final  inspection of and
                                            gives   written   notice   of  final
                                            acceptance,

                                    (b)     The termination of a ninety (90) day
                                            inspection period following delivery
                                            of the goods to Buyer, provided that
                                            no    nonconformance     with    any
                                            requirements  of this  Agreement  or
                                            the Purchase Order is found,

                                    (c)     Buyer's written approval of Seller's
                                            correction  of defects or deviations
                                            from   requirements   discovered  by
                                            Buyer during the inspection process.

                  5.2      Upon  receipt  of notice  from  Buyer,  Seller  shall
                           promptly  correct all defects  discovered  during the
                           inspection  process.  If  Seller  fails  to  promptly
                           correct such defects,  Buyer may, among other things,
                           (a) have any or all such  defects  corrected  through
                           other  means at Seller's  expense,  or (b) return the
                           goods to Seller for the full  invoice  price plus any
                           applicable transportation charges.

                  5.3      The  term  "latent  defects,"  for  purposes  of this
                           Article, are conditions resulting in noncompliance of
                           goods with one or more requirements of this Agreement
                           or the  Purchase  Order which  noncompliance  was not
                           discovered during the inspection process.

                  5.4      Buyer's   inspection   and  acceptance  of  goods  or
                           approval  of  data  and  documentation  submitted  by
                           Seller  shall  not  constitute  a  waiver  of  any of
                           Buyer's  rights  provided  in this  Agreement  or the
                           Purchase  Order and shall not excuse Seller from full
                           compliance  with all  requirements  of this Agreement
                           and the Purchase Order.

         6.0      RESERVED

         7.0      RESERVED

         8.0      RESERVED
<PAGE>

         9.0      CREDIT OFFICE VISIBILITY

                  9.1      If requested, Seller shall provide financial data, on
                           a  quarterly  basis,  or as  requested  to the Boeing
                           Corporate  Credit  Office for  credit  and  financial
                           condition reviews. Said data shall include but not be
                           limited  to  balance  sheets,  schedule  of  accounts
                           payable  and  receivable,   major  lines  of  credit,
                           creditors,  income statements (profit and loss), cash
                           flow statements,  firm backlog, and headcount. Copies
                           of such data are to be made available within 72 hours
                           of any written request by Boeing's  Corporate  Credit
                           Office.

         10.0 RESERVED

         11.0     LIQUIDATED DAMAGES

                  11.1     Seller acknowledges that Buyer may require liquidated
                           damages for late  delivery  under any Purchase  Order
                           issued  under  this  Agreement.  In the  event  Buyer
                           requires  liquidated  damages,  the following  clause
                           shall  be  included  in the  Purchase  Order.  Seller
                           agrees to  negotiate  in good  faith  the  liquidated
                           damages   amount  and  the  maximum   liability   for
                           liquidated damages applicable to the Purchase Order.

                                    "Seller  agrees to be subject to  liquidated
                                    damages  for  late  delivery,  as set  forth
                                    below,   and   further   agrees   that  such
                                    liquidated   damages  are   intended  to  be
                                    compensatory and do not constitute a penalty
                                    for late delivery.  The parties  acknowledge
                                    and  agree  that the  losses  that  would be
                                    suffered  by  reason  of any  late  delivery
                                    would  be   difficult   or   impossible   to
                                    ascertain  and that the  liquidated  damages
                                    set  forth  below   represent  a  reasonable
                                    estimate  of those  losses.  The  liquidated
                                    damages  set forth  below  are  specifically
                                    applicable  to late delivery  only.  Buyer's
                                    rights  and  remedies  for  other  than late
                                    delivery  are as set forth in this  Purchase
                                    Order  and  as  are  available  at law or in
                                    equity. For purposes of this provision,  the
                                    term   "delivery"   shall  mean  receipt  of
                                    conforming items at Buyer's  receiving dock.
                                    If  Seller   fails  to   deliver   items  in
                                    accordance  with the  delivery  schedule set
                                    forth in this Purchase  Order,  Seller shall
                                    immediately   pay  to  Buyer  the  following
                                    liquidated damages:  $TBD per Part for every
                                    calendar  day  that  the  Part is  delivered
                                    after the  scheduled  delivery  date up to a
                                    maximum of $TBD under this Purchase Order."

         12.0 RESERVED

         13.0     PERIODIC REVIEW OF AGREEMENT

                  13.1     In  the  interest  of   maintaining   a   good-faith,
                           long-term  relationship  between  Buyer and Seller as
                           contemplated  by this  Agreement,  Buyer  and  Seller
                           shall  convene  no less  than an annual  review  each
                           calendar  year to discuss the agenda items  suggested
                           below:

                            1. Seller's and Buyer's past performance
                            2. Buyer's business projections
<PAGE>

                            3. Possible opportunities for cost savings to both
                               parties
                            4. Potential  for the  extension of the Agreement
                            5. Other  matters as deemed  applicable  and
                               appropriate by the parties.

         14.0     EXPORT COMPLIANCE

                  14.1     Information  furnished to Seller under this Agreement
                           may  contain   technical   data  as  defined  in  the
                           International  Traffic in Arms Regulation ("ITAR") at
                           22  CFR   120.10.   Seller  is  advised   and  hereby
                           acknowledges  that  such  technical  data  may not be
                           exported,  disclosed  or  transferred  to any foreign
                           person,  as  defined  in the  ITAR at 22 CFR  120.16,
                           without first complying with all  requirements of the
                           ITAR  (22 CFR  120-130)  including  requirements  for
                           obtaining any required export authority. Seller shall
                           indemnify  and hold Buyer  harmless  from and against
                           any  and  all  claims,   liabilities   and   expenses
                           resulting  from  Seller's  failure to comply with the
                           export laws and regulations of the United States.

         15.0     ADMINISTRATIVE AUTHORITY

                  15.1     Changes to this  Agreement  shall not be binding upon
                           Buyer except when  specifically  confirmed in writing
                           by  Buyer's  Authorized  Purchasing   Representative.
                           Information,  advice,  approvals,  or instructions by
                           Buyer's technical personnel or other  representatives
                           shall be deemed  expressions of personal opinion only
                           and shall not affect  Buyer's or Seller's  rights and
                           obligations  hereunder  unless set forth in a writing
                           which is  signed  by  Buyer's  Authorized  Purchasing
                           Representative  and which  expressly  states  that it
                           constitutes a change to this Agreement.

                  15.2     Whenever  there is a requirement in this Agreement or
                           its  Purchase  Orders for Buyer's  approval of plans,
                           drawings,  specifications or similar documents or for
                           Buyer to participate in any meetings,  conferences or
                           design  reviews,  such  approvals  or  participations
                           shall  not be  deemed  or  construed  to waive any of
                           Seller's  obligations to meet all the requirements of
                           this Agreement or its Purchase Orders.

         16.0     ASSIGNMENT AND SUBCONTRACTING

                  16.1     Neither this Agreement,  nor any interest herein, nor
                           claim  hereunder  may be  assigned  or  delegated  by
                           Seller,   nor   may   this   Agreement   be   further
                           subcontracted by Seller without prior written consent
                           of Buyer.

                  16.2     Notwithstanding  the foregoing,  Seller may,  without
                           Buyer's  consent,  assign monies due or to become due
                           hereunder  provided  Buyer shall continue to have the
                           right  to   exercise   any  and  all  of  its  rights
                           hereunder,  settle any and all claims arising out of,
                           and enter into amendments to this Agreement,  without
                           notice to or consent of the assignee.  Buyer shall be
                           given  written  notice  of  any  assignment  and  all
                           invoices shall refer to the assignment.
<PAGE>

         17.0     CHOICE OF LAWS AND DISPUTES

                  17.1     This  Agreement  shall be construed and the relations
                           between the parties determined in accordance with the
                           laws of the State of California without giving effect
                           to California's Conflict of Law rules.

                  17.2     Buyer and Seller  agree to make a good faith  attempt
                           to settle  any  dispute  arising  under or related to
                           this  Agreement  without  resort to legal action.  If
                           such  good  faith  efforts  fail,   the  parties  may
                           litigate  such dispute  before any court of competent
                           jurisdiction   in  the   county   of   Los   Angeles,
                           California.  Pending  resolution of any such dispute,
                           Seller shall proceed  diligently with the performance
                           of  this   Agreement  in   accordance   with  Buyer's
                           direction   concerning  the  subject  matter  of  the
                           dispute.

         18.0     GENERAL

                  18.1     The  invalidity  of any  provision of this  Agreement
                           shall not affect the validity of the other provisions
                           of this  Agreement  which can be given effect without
                           the  invalid  provision.  Either  party's  failure to
                           insist,  in  any  one or  more  instances,  upon  the
                           performance of any term of this  Agreement  shall not
                           be  construed as a waiver or  relinquishment  of that
                           party's  right  to  such  performance  or  to  future
                           performance  of such a term or  terms,  and the other
                           party's  obligation in respect thereto shall continue
                           in  full  force  and  effect.  The  headings  in this
                           Agreement  are  included for the  convenience  of the
                           parties  only and shall not be  considered  or relied
                           upon in the interpretation of this Agreement.

         19.0     ORDER OF PRECEDENCE

                  19.1     Conflicting  or   inconsistent   provisions  of  this
                           Agreement,  if any,  shall  prevail in the  following
                           descending order of precedence:

                          1. Buyer's Purchase Order implementing this
                             Agreement,
                          2. This Agreement,
                          3. Buyer's  Purchase  Order  Attachments incorporated
                             by  reference  into this Agreement,
                          4. Technical Documents incorporated by reference
                             into this Agreement

20.0     DISTRIBUTORSHIP

                  20.1     Seller hereby  appoints  Buyer,  subject to the terms
                           set forth herein,  as sole distributor for the direct
                           and  indirect  sale of the Parts  during  the term of
                           this Agreement. Buyer hereby accepts such appointment
                           on behalf of itself and its resellers.

                  20.2     Buyer  has no  obligation  under  this  Agreement  to
                           promote the sale or  stimulate  interest in the Parts
                           or to sell any  minimum  quantity of Parts under this
                           Agreement.
<PAGE>

21.0     PROPRIETARY RIGHTS AND DISCLOSURE

                  21.1     Seller  shall not use or  disclose,  without  Buyer's
                           prior  written  consent,  any tools or other items or
                           drawings,   specifications,   technical  information,
                           computer  software,  or other  data  which  have been
                           specially  designed for Buyer in connection with this
                           Agreement or furnished by Buyer.

22.0     MODIFICATION TO GP-1

22.1                       Article 8,  Warranty,  in GP-1,  The  Boeing  Company
                           General  Provisions Fixed Price Contract,  is deleted
                           and replaced with the following:

                           "Seller  warrants  that  all  Goods  shall  meet  the
                           specifications  set  forth in  Exhibit  C hereto  and
                           shall  be  free  from   defects  in   materials   and
                           workmanship  for a period of twelve  (12) months from
                           the  date  of   delivery.   In  the  event  that  any
                           nonconformance  or defects  shall appear  during such
                           twelve (12) month period,  Seller shall  evaluate the
                           deficiency and, at its option,  shall either make the
                           required  repairs,  replace  the  Goods,  or have the
                           repairs  made by  Buyer  at  Seller's  expense.  Upon
                           receipt  of  any   shipment,   Buyer  shall   perform
                           inspection   procedures   and  shall  notify   Seller
                           promptly, but in no event later than sixty days after
                           the date of delivery,  of any nonconformance,  defect
                           or  damage  to any  of the  Goods  received  which  a
                           reasonable inspection would disclose.


                           EXCEPT  AS  EXPRESSLY  SET  FORTH  IN  THE  PRECEDING
                           PARAGRAPH,   SELLER  MAKES  NO   REPRESENTATIONS   OR
                           WARRANTIES WITH RESPECT TO THE PRODUCTS, EXPRESSED OR
                           IMPLIED,  INCLUDING,  WITHOUT LIMITATION, THE IMPLIED
                           WARRANTIES  OF  MERCHANTABILITY  AND OF FITNESS FOR A
                           PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE
                           LIABLE FOR ANY LOST PROFITS OR FOR SPECIAL,  INDIRECT
                           OR CONSEQUENTIAL DAMAGES.

                           Notwithstanding  the above,  claims by Buyer  against
                           Seller for  contribution  toward third party  injury,
                           damage or loss are not limited,  waived,  released or
                           disclaimed."

         23.0     INTEGRATION

                  23.1     This Agreement constitutes the complete and exclusive
                           statement  of the  terms  of this  agreement  between
                           Buyer   and   Seller   and   supersedes   all   prior
                           representations,  understandings,  and communications
                           relating hereto.




         IN WITNESS WHEREOF, Buyer and Seller have executed this Agreement as of
the last date shown below.


<PAGE>





         BOEING SATELLITE SYSTEMS, INC.

         By: /s/ Ali Asghrzadeh
         ------------------------------
                 Ali Asghrzadeh

         Title:   Program Manager

         Date:    September 16, 2004


         COPYTELE, INC.

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

         Date:    September 16, 2005



<PAGE>



                                    EXHIBIT A

                                   PARTS LIST

Buyer agrees that it will procure a minimum of ten (10) of each Part  identified
in Exhibit A from Seller during the term of this Agreement.


                  PART NO.          DESCRIPTION


                  DCS-1400-D   Docker Encryption Device
                  USS-900T     Satellite Fax Encryption
                  USS-900TL    Landline to Satellite Fax encryption
                  USS-900WF    Satellite and Cellular Fax encryption
                  USS-900WFL   Landline to Satellite and Celluar Fax encryption




<PAGE>



                                    EXHIBIT B

                           PURCHASE ORDER ATTACHMENTS


Buyer shall  incorporate  in Purchase  Orders issued under this  Agreement  such
Purchase  Orders set forth below as are deemed by Buyer to be  applicable  under
the circumstances. Buyer may incorporate such additional provisions as Buyer may
reasonably deem necessary in order to comply with the provisions of the contract
or higher-tier subcontract between Buyer and its customer.


  ATTACHMENT        TITLE                                               DATE
  ----------        -----                                               ----
  GP-1                      The Boeing Company General Provisions       5/1/02
                            Fixed Price Contract

  4007                      Additional General Provisions               6/1/03

<PAGE>



                                    EXHIBIT C

                               TECHNICAL DOCUMENTS

                  TITLE                                          DATE
                  -----                                          ----
                  Technical Specification DCS-1400-D          4/01/2004
                  Technical Specification USS-900T            9/15/2004
                  Technical Specification USS-900TL           9/15/2004
                  Technical Specification USS-900WF           9/15/2004
                  Technical Specification USS-900WFL          9/15/2004