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                           ASSIGNMENT AGREEMENT
                           --------------------

               AGREEMENT, dated  July 10, 1995, by  and among Shanghai
     Electronic  Components Corp. ("SECC"),  a company organized under
     the   laws  of   the   People's  Republic   of  China,   Shanghai
     International Trade  and Investment Developing  Corp. ("SIT"), (a
     company  organized under  the laws  of the  People's Republic  of
     China,) and CopyTele, Inc. ("CopyTele"), a Delaware corporation.


                           W I T N E S S E T H :
                           -------------------
               WHEREAS, SECC and CopyTele  have entered into a certain
     Contract for Joint Venture (the "Joint Venture Agreement"), dated
     March 28,  1995, providing for the formation of Shanghai CopyTele
     Electronics Co., Ltd. (the "Joint Venture Company"); and

               WHEREAS, pursuant  to Article  13 of the  Joint Venture
     Agreement, SECC  desires to assign to  SIT a 10%  interest in the
     Joint Venture Company; and

               WHEREAS, the  Board of  Directors of the  Joint Venture
     Company has  unanimously approved  the assignment subject  to the
     due execution of this agreement.

               NOW,  THEREFORE, the  parties hereto,  intending to  be
     legally bound, hereby agree as follows:

     I.   SECC.
          ----
               1.1  SECC  hereby assigns  and transfers  to SIT  a 10%
     interest in the capital and profits of the Joint  Venture Company
     as such interest in capital  and profits is set forth in  Article
     11 and Article 43, respectively,  of the Joint Venture Agreement.
     As  a result  of this  assignment, SECC's  interest in  the Joint
     Venture Company is reduced to 35%.

               1.2  SECC  hereby agrees  with  SIT to  appoint to  the
     Board  of Directors  of the  Joint Venture  Company one  director
     selected  by SIT  as one  of  the Directors  SECC is  entitled to
     appoint pursuant to Article 22 of the Joint Venture Agreement.

               1.3  SECC hereby  agrees that  it will not  be released
     from  any of  its duties or  obligations under  the Joint Venture
     Agreement by virtue of this agreement.


























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     II.  SIT.
          ---
               2.1  SIT  hereby agrees  to accept  the assignment  and
     transfer by  SECC of a 10% interest in the capital and profits of
     the Joint Venture  Company, and to  assume a 10%  obligation with
     respect to  the balance of the capital  contribution to the Joint
     Venture Company payable by SECC.

               2.2  SIT  hereby agrees  that it  will have only  a 10%
     economic interest in the Joint Venture Company.

               2.3  SIT  hereby agrees  that  it will  not assign  its
     interest in the Joint Venture Company to any third  party without
     the prior written consent of SECC and CopyTele.

     III. COPYTELE.
          --------
               3.1  CopyTele  hereby consents  to  the assignment  and
     transfer  by SECC and  to SIT upon  the terms and  subject to the
     conditions set forth in this Agreement.



















































                                      


     NYFS11...:\95\38995\0004\1196\AGR1236S.050
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               IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly
     executed this Agreement on the day and year first above written.

                                        SHANGHAI ELECTRONIC
                                        COMPONENTS CORP.

                                        By:  /s/ Sheng-He Lin         
                                           ---------------------------
                                           Name:   Sheng-He Lin
                                           Title:  Chief Engineer


                                        SHANGHAI  INTERNATIONAL  TRADE
                                        AND INVESTMENT   DEVELOPING
                                        CORP.

                                        By:  /s/ Yong Xiang Shi       
                                           ---------------------------
                                           Name:   Yong Xiang Shi
                                           Title:  General Manager


                                        COPYTELE, INC.

                                        By:  /s/ Denis A. Krusos      
                                           ---------------------------
                                           Name:   Denis A. Krusos
                                           Title:  Chairman of the 
                                                   Board