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<SEC-DOCUMENT>0001157523-03-001636.txt : 20030505
<SEC-HEADER>0001157523-03-001636.hdr.sgml : 20030505
<ACCEPTANCE-DATETIME>20030505163138
ACCESSION NUMBER:		0001157523-03-001636
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20030505
EFFECTIVENESS DATE:		20030505

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			COPYTELE INC
		CENTRAL INDEX KEY:			0000715446
		STANDARD INDUSTRIAL CLASSIFICATION:	COMPUTER PERIPHERAL EQUIPMENT, NEC [3577]
		IRS NUMBER:				112622630
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0606

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-105012
		FILM NUMBER:		03682380

	BUSINESS ADDRESS:	
		STREET 1:		900 WALT WHITMAN RD
		CITY:			HUNTINGTON STATION
		STATE:			NY
		ZIP:			11746
		BUSINESS PHONE:		5165495900

	MAIL ADDRESS:	
		STREET 1:		900 WALT WHITMNA ROAD
		CITY:			HUNTINGTON STATION
		STATE:			NY
		ZIP:			11746
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>a4388940.txt
<DESCRIPTION>COPYTELE S-8
<TEXT>
       As filed with the Securities and Exchange Commission on May 5, 2003

                                                      Registration No. 333-_____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   -----------


                                 COPYTELE, INC.

             (Exact Name of Registrant as Specified in its Charter)

          Delaware                                      11-2622630
(State or Other Jurisdiction                (I.R.S. Employer Identification No.)
of Incorporation or Organization)

                              900 Walt Whitman Road
                            Melville, New York 11747
                                 (631) 549-5900
               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

                    COPYTELE, INC. 2003 SHARE INCENTIVE PLAN
                              (Full Title of Plan)

                                 Denis A. Krusos
                Chairman of the Board and Chief Executive Officer
                                 CopyTele, Inc.
                              900 Walt Whitman Road
                            Melville, New York 11747
                                 (631) 549-5900
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent for Service)



<TABLE>
<CAPTION>
                                                CALCULATION OF REGISTRATION FEE
===============================================================================================================================
    Title of Each Class of Securities to be      Amount to be        Proposed Maximum    Proposed Maximum       Amount of
                   Registered                   Registered(1)       Offering Price Per  Aggregate Offering  Registration Fee
                                                                          Share(2)           Price(2)
- -------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                  <C>               <C>          <C>              <C>                  <C>
Common Stock, par value $0.01 per share      15,000,000 shares (3)          $0.26            $3,900,000           $315.51
===============================================================================================================================
</TABLE>

(1)   Plus such indeterminate number of shares of Common Stock of the Registrant
      as may be issued to prevent dilution resulting from stock dividends, stock
      splits or similar transactions in accordance with Rule 416 under the
      Securities Act of 1933.
(2)   Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act
      of 1933, based upon the average of the high and low sales prices of the
      Registrant's Common Stock on the Over-the-Counter Bulletin Board on April
      30, 2003.
(3)   Represents the registration of shares of Common Stock issuable under the
      CopyTele, Inc. 2003 Share Incentive Plan. Registrant has previously
      registered 20,000,000 shares of its Common Stock (as adjusted for stock
      splits) under Registration Statements on Form S-8 (Registration No.
      33-72716, filed December 9, 1993, Registration No. 33-62381, filed
      September 6, 1995, and Registration No. 333-16933, filed November 27,
      1996), in connection with its CopyTele, Inc. 1993 Stock Option Plan, for
      which registration fees were previously paid, and has previously
      registered 15,000,000 shares of its Common Stock under Registration
      Statements on Form S-8 (Registration No. 333-53416, filed January 9, 2001,
      Registration No. 333-69650, filed September 19, 2001, and Registration No.
      333-99717, filed September 18, 2002), in connection with its CopyTele,
      Inc. 2000 Share Incentive Plan, for which registration fees were
      previously paid. Pursuant to Rule 429 of the Securities Act of 1933, as
      amended, the prospectus contained herein also relates to the shares of
      Common Stock previously registered under such Registration Statements on
      Form S-8. See the Rule 429 note below.


As permitted by Rule 429 under the Securities Act of 1933, the prospectus filed
together with this registration statement is a combined reoffer prospectus which
shall be deemed a post-effective amendment to the registrant's Registration
Statements on Form S-8, Registration No. 33-72716, filed December 9, 1993,
Registration No. 33-62381, filed September 6, 1995, Registration No. 333-16933,
filed November 27, 1996, Registration No. 333-53416, filed January 9, 2001,
Registration No. 333-69650, filed September 19, 2001, and Registration No.
333-99717, filed September 18, 2002.

<PAGE>

                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Item 1.

     CopyTele, Inc. (the "Company" or "we" or "us") has filed previously with
the Securities and Exchange Commission (the "Commission") Registration
Statements on Form S-8 (Registration No. 33-72716, filed December 9, 1993,
Registration No. 33-62381, filed September 6, 1995, Registration No. 333-16933,
filed November 27, 1996, Registration No. 333-53416, filed January 9, 2001,
Registration No. 333-69650, filed September 19, 2001, and Registration No.
333-99717, filed September 18, 2002) to register shares of our common stock, par
value $.01 per share (the "Common Stock"), issued or issuable pursuant to our
1993 Stock Option Plan and our Copytele, Inc. 2000 Share Incentive Plan. This
Registration Statement has been prepared in accordance with the requirements of
Form S-8 under the Securities Act of 1933, as amended (the "Securities Act"), to
register shares issued or issuable pursuant to our 2003 Share Incentive Plan and
to file a prospectus, prepared in accordance with the requirements of Part I of
Form S-3 and, pursuant to General Instruction C of Form S-8, to be used for
reoffers and resales of Common Stock acquired by persons named therein upon the
exercise of options heretofore or hereafter granted under our 1993 Stock Option
Plan, our Copytele, Inc. 2000 Share Incentive Plan or our Copytele, Inc. 2003
Share Incentive Plan.

     The documents containing the information specified in Part I of this
Registration Statement will be sent or given to plan participants as specified
by Rule 428(b)(1) of the Securities Act. Such documents are not required to be
and are not filed with the Securities and Exchange Commission either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.

<PAGE>


REOFFER PROSPECTUS

                                 CopyTele, Inc.
                     Common Stock (Par Value $.01 Per Share)

                     5,828,080 shares of Common Stock under
                           the 1993 Stock Option Plan

                     2,240,848 shares of Common Stock under
                  the CopyTele, Inc. 2000 Share Incentive Plan

                     15,000,000 shares of Common Stock under
                  the CopyTele, Inc. 2003 Share Incentive Plan

     This prospectus relates to the offer and sale from time to time by
directors, officers and/or other key employees and consultants, who may be
considered our "affiliates", of up to 23,068,928 shares of our common stock
which have been or may be acquired pursuant to our 1993 Stock Option Plan, as
amended, our Copytele, Inc. 2000 Share Incentive Plan, as amended, and our
Copytele, Inc. 2003 Share Incentive Plan, including 7,568,080 shares issuable on
exercise of options held as of the date of this prospectus by officers and
directors, as listed on page 7 of this prospectus under "Selling Shareholders."
We will not receive any of the proceeds from sales by the selling shareholders.

     The selling shareholders propose to sell the shares from time to time in
transactions occurring either on or off the OTC Bulletin Board (or such other
market, if any, on which our common stock may be listed or quoted) at prevailing
market prices or at negotiated prices. Sales may be made through brokers or to
dealers, who are expected to receive customary commissions or discounts.

     The selling shareholders and participating brokers and dealers may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, in
which event any profit on the sale of shares of those selling shareholders and
any commissions or discounts received by those brokers or dealers may be deemed
to be underwriting compensation under the Securities Act.

     Our common stock is traded on the OTC Bulletin Board under the symbol
"COPY". On April 30, 2003, the closing price of our common stock as reported by
the OTC Bulletin Board was $0.26 per share.

     We are paying all expenses of registration incurred in connection with this
offering but the selling shareholders will pay all brokerage commissions and
other selling expenses.

     See "Risk Factors" beginning on Page 4 of this prospectus for a discussion
of certain risks and other factors that you should consider before purchasing
our common stock.

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined whether
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                   The date of this prospectus is May 5, 2003


<PAGE>


                                TABLE OF CONTENTS

                                                                       Page

Where You Can Find More Information..................................    2
The Company..........................................................    4
Risk Factors.........................................................    4
Selling Shareholders.................................................    6
Use of Proceeds......................................................    8
Plan of Distribution.................................................    8
Legal Matters........................................................    8
Experts..............................................................    8


     You should only rely on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The common stock is not being
offered in any state where the offer is not permitted. You should not assume
that the information in this prospectus or any supplement is accurate as of any
date other than the date on the front of those documents.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and special reports, proxy statements and other
information required by the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), with the Securities and Exchange Commission ("SEC"). You may
read and copy any document we file at the SEC's public reference room located at
450 5th Street, N. W., Washington, D.C. 20549. Please call the SEC at 1-800
SEC-0330 for further information on the public reference room. Our SEC filings
are also available to the public from the SEC's web site at: http:/www.sec.gov.

     We have filed with the SEC registration statements on Form S-8 under the
Securities Act with respect to the common stock. This prospectus, which
constitutes a part of that registration statement, does not contain all the
information contained in that registration statement and its exhibits. For
further information with respect to CopyTele and our common stock, you should
consult the registration statement and its exhibits. Statements contained in
this prospectus concerning the provisions of any documents are necessarily
summaries of those documents, and each statement is qualified in its entirety by
reference to the copy of the document filed with the SEC.

     The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to the other information we have filed with the SEC. The
information that we incorporate by reference is considered to be part of this
prospectus, and information that we file later with the SEC will automatically
update and supersede this information.

     The following documents filed by us with the SEC pursuant to Section 13 of
the Exchange Act (File No. 0-11254) and any future filings under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act made prior to the termination of the
offering are incorporated by reference:

     (i)  our Annual Report on Form 10-K for the fiscal year ended October 31,
          2002;

     (ii) our Quarterly Report on Form 10-Q for the fiscal quarter ended January
          31, 2003;

                                       2

<PAGE>

     (iii) our Current Report on Form 8-K dated March 25, 2003; and

     (iv) the description of our common stock contained in our Registration
          Statement on Form 8-A filed with the SEC under Section 12 of the
          Exchange Act on October 24, 1983, including any amendment or report
          filed for the purpose of updating such description.

     We will provide without charge to each person to whom a copy of this
prospectus is delivered a copy of any or all documents incorporated by reference
into this prospectus except the exhibits to such documents (unless such exhibits
are specifically incorporated by reference in such documents). Requests for
copies can be made by writing or telephoning us at 900 Walt Whitman Road,
Melville, New York 11747, Attention: Secretary; telephone number: (631)
549-5900.

     Our financial statements incorporated by reference in this prospectus and
elsewhere in the registration statement include financial statements that were
audited by Arthur Andersen LLP ("Andersen"). On June 6, 2002, we dismissed
Andersen as our principal public accountants. We have been unable to obtain,
after reasonable efforts, Andersen's written consent to incorporate by reference
Andersen's reports on the financial statements. Under these circumstances, Rule
437a under the Securities Act of 1933 permits the registration statement of
which this prospectus is a part to be filed without a written consent from
Andersen. The absence of such written consent from Andersen may limit a
shareholder's ability to assert claims against Andersen under Section 11(a) of
the Securities Act of 1933 for any untrue statement of a material fact contained
in the financial statements audited by Andersen or any omissions to state a
material fact required to be stated therein.

     Unless otherwise stated in this prospectus, references to "CopyTele", "we",
"our" and "us" refer to CopyTele, Inc., a Delaware corporation.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This prospectus contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements are
not statements of historical facts, but rather reflect our current expectations
concerning future events and results. We generally use the words "believes",
"expects", "intends", "plans", "anticipates", "likely", "will", and similar
expressions to identify forward-looking statements. Such forward-looking
statements, including those concerning our expectations, involve risks,
uncertainties and other factors, some of which are beyond our control, which may
cause our actual results, performance or achievements, or industry results, to
be materially different from any future results, performance, or achievements
expressed or implied by such forward-looking statements. These risks,
uncertainties and factors include, but are not limited to, those factors more
fully described under "Risk Factors". We undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. You are cautioned not to unduly rely on
such forward-looking statements when evaluating the information presented in
this prospectus.

                                       3

<PAGE>

                                   THE COMPANY

     Our principal operations include the development of a full-color flat panel
video display and the development, production and marketing of multi-functional
encryption products that provide information security for domestic and
international users over virtually every communications media.

     Our line of hardware encryption products presently includes the USS-900,
the DCS-1200, the DCS-1400, the STS-1500 and the ULP-1. These encryption
products are multi-functional, hardware-based digital encryption systems that
provide high-grade encryption using either the Citadel(TM) CCX encryption
cryptographic chip (which is manufactured by the Harris Corporation) or the
Triple DES or the new AES algorithm (algorithms available in the public domain
which are used by many U.S. government agencies). We have also developed the
USS-900 Security Software, a software security product, using either the Triple
DES or the AES algorithm, for the encryption of data files and e-mail
attachments in both desktop and laptop computers utilizing Windows operating
systems. We are continuing our research and development activities for
additional encryption products.

     We were incorporated on November 5, 1982, under the laws of the State of
Delaware. Our principal executive offices are located at 900 Walt Whitman Road,
Melville, New York 11747, and our telephone number is (631) 549-5900.

                                  RISK FACTORS

     You should carefully consider the following factors and other information
in this prospectus before deciding to invest in our common stock. If any of the
following risks actually occur, our business and financial results could be
materially and adversely affected. In that case, the trading price of our common
stock could decline and you could lose all or part of your investment.

We have experienced significant net losses and negative cash flows from
operations and they may continue.

     We have had net losses and negative cash flows from operations in each year
since our inception and in the three months ended January 31, 2003, and we may
continue to incur substantial losses and experience substantial negative cash
flows from operations. While payments from Futaba Corporation ("Futaba") under
our Joint Cooperation Agreement for Field Emission Displays (the "Futaba
Agreement") provided substantial cash from operations in the years ended October
31, 2002 and 2001, since the Futaba Agreement terminated in June 2002, we do not
anticipate receiving any further payments under the Futaba Agreement.

     We have incurred substantial costs and expenses in developing our
encryption and flat panel display technologies and in our efforts to produce
commercially marketable products incorporating our technology. We have had
limited sales of products to support our operations from inception through
January 31, 2003. We have set forth below our net losses, research and
development expenses and net cash used in operations for the three fiscal years
ended October 31, 2002 and for the three months ended January 31, 2003:

<TABLE>
<CAPTION>

                                               Fiscal Years Ended October 31,             Three Months Ended
                                               -----------------------------              -------------------
                                              2002            2001          2000      January 31, 2003 (Unaudited)
                                              ----            ----          ----      ----------------------------
<S>                                        <C>            <C>           <C>                   <C>
Net loss                                   $ 3,285,240    $ 3,571,957   $ 4,964,173           $   804,596
Research and development expenses          $ 1,625,974    $ 2,324,949   $ 2,732,229           $   491,627
Net cash used in operations                $   431,471    $   717,845   $ 4,840,578           $   286,079
</TABLE>

                                       4

<PAGE>

We may need additional funding in the future which may not be available on
acceptable terms and, if available, may result in dilution to our stockholders,
and our auditors have issued a "going concern" audit opinion.

     We anticipate that, if cash generated from operations is insufficient to
satisfy our requirements, we will require additional funding to continue our
research and development activities and market our products. The auditor's
report on our financial statements as of October 31, 2002 states that the net
loss incurred during the year ended October 31, 2002, our accumulated deficit as
of that date, and the other factors described in Note 1 to the Financial
Statements included in our Annual Report on Form 10-K for the year ended October
31, 2002, raise substantial doubt about our ability to continue as a going
concern. Our financial statements have been prepared assuming we will continue
as a going concern and do not include any adjustments that might result from the
outcome of this uncertainty.

     Based on reductions in operating expenses that have been made and
additional reductions that may be implemented, if necessary, we believe that our
existing cash and accounts receivable, together with cash flows from expected
sales of encryption products and flat panel displays, and other potential
sources of cash flows, will be sufficient to enable us to continue in operation
until at least the end of the first quarter of fiscal 2004. We anticipate that,
thereafter, we will require additional funds to continue marketing, production,
and research and development activities, and we will require outside funding if
cash generated from operations is insufficient to satisfy our liquidity
requirements. However, our projections of future cash needs and cash flows may
differ from actual results. We have engaged a firm as an investment advisor and
placement agent in connection with an anticipated private placement of equity
securities. The sale of additional equity securities or convertible debt could
result in dilution to our stockholders. We can give you no assurance that we
will be able to generate adequate funds from operations, that funds will be
available to us from debt or equity financings or that, if available, we will be
able to obtain such funds on favorable terms and conditions.

We may not generate sufficient revenues to support our operations in the future
or to generate profits.

     We are engaged in two principal operations: (i) developing, manufacturing
and marketing encryption products for voice, fax, and data communications and
(ii) with Volga Svet, Ltd. ("Volga"), developing an advanced flat panel video
display technology. Our encryption products are only in their initial stages of
commercial production and we have not yet begun commercial production of our
flat panel displays. Our investments in research and development are
considerable. Our ability to generate sufficient revenues to support our
operations in the future or to generate profits will depend upon numerous
factors, many of which are beyond our control, including:

     --   our ability to successfully market our line of encryption products;
     --   our production capabilities and those of our suppliers as required for
          the production of our encryption products;
     --   long-term product performance and the capability of our dealers and
          distributors to adequately service our products;
     --   our ability to maintain an acceptable pricing level to end-users for
          our products;
     --   the ability of suppliers to meet our requirements and schedule;
     --   our ability to successfully develop our new products under
          development;
     --   rapidly changing consumer preferences;
     --   the possible development of competitive products that could render our
          products obsolete or unmarketable;

                                       5

<PAGE>

     --   our ability to further develop and to commercialize our flat panel
          display technology in light of the termination of the Futaba
          Agreement;
     --   our ability to jointly develop with Volga a full-color video display
          that can be successfully marketed;
     --   the capability of Volga to produce video displays and supply them to
          us; and
     --   our future negotiations with Volga with respect to payments and other
          arrangements under our agreement with Volga.

     Because our revenue is subject to fluctuation, we may be unable to reduce
operating expenses quickly enough to offset any unexpected revenue shortfall. If
we have a shortfall in revenue in relation to expenses, our operating results
would suffer. Our operating results for any particular quarter may not be
indicative of future operating results. You should not rely on
quarter-to-quarter comparisons of results of operations as an indication of our
future performance.

We are dependent upon a few key executives and the loss of their services could
adversely affect us.

     Our future success is dependent on our ability to hire, retain and motivate
highly qualified personnel. In particular, our success depends on the continued
efforts of our Chief Executive Officer, Denis A. Krusos, and our President,
Frank J. DiSanto, who founded our company in 1982 and are engaged in the
management and operations of our business, including all aspects of the
development, production and marketing of our encryption products and flat panel
display technology. In addition, Messrs. Krusos and DiSanto, as well as our
other skilled management and technical personnel, are important to our future
business and financial arrangements. The loss of the services of any such
persons could have a material adverse effect on our business and operating
results.

The very competitive markets for our encryption products and flat panel display
technology could have a harmful effect on our business and operating results.

     The markets for our encryption products and flat panel display technology
worldwide are highly competitive and subject to rapid technological changes.
Most of our competitors are larger than us and possess financial, research,
service support, marketing, manufacturing and other resources significantly
greater than ours. Competitive pressures may have a harmful effect on our
business and operating results.

                              SELLING SHAREHOLDERS

     This prospectus relates to shares of common stock which have been or may be
acquired by the selling shareholders pursuant to our 1993 Stock Option Plan, our
Copytele, Inc. 2000 Share Incentive Plan and our Copytele, Inc. 2003 Share
Incentive Plan. The selling shareholders are directors, officers and/or other
key employees and consultants, who may be considered our "affiliates". The
following table sets forth certain information with respect to the selling
shareholders as of April 30, 2003, as follows: (1) the name and position with
CopyTele within the past three years of each selling shareholder; (2) the number
of shares of common stock beneficially owned by each selling shareholder
(including shares obtainable under options exercisable within sixty (60) days of
such date); (3) the number of shares of common stock being offered hereby; and
(4) the number and percentage of our outstanding shares of common stock to be
beneficially owned by each selling shareholder after completion of the sale of
common stock being offered hereby. The number of shares offered for sale by each
selling shareholder may be updated in, and additional individuals who may be or
may become our affiliates may be added as selling shareholders hereunder by,
supplements and/or amendments to this prospectus, which will be filed with the
SEC in accordance with Rule 424(b) under the Securities Act of 1933, as amended.
There is no assurance that any of the selling shareholders will sell any or all
of their shares of common stock.

                                       6

<PAGE>


<TABLE>
<CAPTION>

           Selling Shareholder            Number of                              Shares Beneficially Owned
            and Position with               Shares             Number of                After Sale
           the Company within            Beneficially         Shares Being       -------------------------
          the Past Three Years            Owned (1)        Offered Hereby(2)       Number      Percent(3)
     ----------------------------        ------------      ------------------   --------------------------
<S>                                         <C>                 <C>               <C>             <C>
     Denis A. Krusos...................     5,940,600           3,576,290         2,364,310       2.88%
        Director, Chairman of the
        Board and Chief Executive
        Officer

     Frank J. DiSanto..................     3,897,505           3,254,290           643,215          *
        Director and President

     Henry P. Herms....................       250,000             250,000                 0          *
        Director, Vice
        President-Finance and Chief
        Financial Officer

     George P. Larounis................       362,500             382,500                 0          *
        Director

     Richard J. Salute.................             0              20,000                 0          *
        Director

     Anthony Bowers....................       239,300              85,000           174,300          *
        Director
- ---------------------
*        Less than 1%
</TABLE>

(1) Includes 2,826,290 shares, 2,654,290 shares, 0 shares, 322,500 shares, 0
shares, and 25,000 shares of common stock as to which Denis A. Krusos, Frank J.
DiSanto, Henry P. Herms, George P. Larounis, Richard J. Salute, and Anthony
Bowers, respectively, have the right to acquire currently or within 60 days of
the date hereof upon exercise of options granted pursuant to the 1993 Stock
Option Plan. Also includes 750,000 shares, 600,000 shares, 250,000 shares,
40,000 shares, 0 shares, and 40,000 shares of common stock as to which Denis A.
Krusos, Frank J. DiSanto, Henry P. Herms, George P. Larounis, Richard J. Salute,
and Anthony Bowers, respectively, have the right to acquire currently or within
60 days of the date hereof upon the exercise of options granted pursuant to the
Copytele, Inc. 2000 Share Incentive Plan.

(2) Includes shares issuable upon exercise of options currently granted to the
selling shareholder, whether or not such options are exercisable within 60 days.
Does not constitute a commitment to sell any or all of the stated number of
shares. The number of shares to be sold shall be determined from time to time by
each selling shareholder in his discretion.

(3) Percentage is computed with reference to the 74,421,807 shares of our common
stock outstanding as of April 30, 2003, and assumes the exercise of all
presently exercisable options by the selling shareholders and the sale of all
shares offered by the selling shareholders under this prospectus.

                                       7

<PAGE>


                                 USE OF PROCEEDS

     Shares covered by this prospectus will be sold by the selling shareholders
as principals for their own account. We will not receive any proceeds from sales
of any shares by selling shareholders.

                              PLAN OF DISTRIBUTION

     The selling shareholders, or pledges, donees, or transferees of or
successors in interest to the selling shareholders, may sell shares pursuant to
this prospectus from time to time in transactions (including one or more block
transactions) on the OTC Bulletin Board (or such other market, if any, on which
our common stock may be listed or quoted), in the public market off the OTC
Bulletin Board, in privately negotiated transactions, or in a combination of
such transactions. Each sale may be made either at the market price prevailing
at the time of sale or at a negotiated price. Sales may be made through brokers
or to dealers, and such brokers or dealers may receive compensation in the form
of commissions or discounts not exceeding those customary in similar
transactions. Any shares covered by this prospectus that qualify for sale under
Rule 144 under the Securities Act may be sold under Rule 144 rather than under
this prospectus. We are paying all expenses of registration incurred in
connection with this offering, but the selling shareholders will pay their own
brokerage commissions and any other expenses they incur.

     The selling shareholders and any dealers acting in connection with the
offering or any brokers executing sell orders on behalf of a selling shareholder
may be deemed to be "underwriters" within the meaning of the Securities Act, in
which event any profit on the sale of shares by a selling shareholder and any
commissions or discounts received by a broker or dealer may be deemed to be
underwriting compensation under the Securities Act. In addition, a broker or
dealer may be required to deliver a copy of this prospectus to any person who
purchases any of the shares from or through the broker or dealer.

                                  LEGAL MATTERS

     Certain legal matters with respect to the Common Stock offered hereby will
be passed upon by Duane Morris LLP, our legal counsel.

                                     EXPERTS

     The financial statements of CopyTele, Inc. incorporated in this prospectus
by reference to our Annual Report on Form 10-K for the year ended October 31,
2002 have been audited by Grant Thornton LLP, independent certified public
accountants, as stated in its report, which is incorporated herein by reference,
and has been so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.

     Our financial statements incorporated by reference in this prospectus and
elsewhere in the registration statement include financial statements that were
audited by Andersen. On June 6, 2002, we dismissed Andersen as our principal
public accountants. We have been unable to obtain, after reasonable efforts,
Andersen's written consent to incorporate by reference Andersen's reports on the
financial statements. Under these circumstances, Rule 437a under the Securities
Act of 1933 permits the registration statement of which this prospectus is a
part to be filed without a written consent from Andersen. The absence of such
written consent from Andersen may limit a shareholder's ability to assert claims
against Andersen under Section 11(a) of the Securities Act of 1933 for any
untrue statement of a material fact contained in the financial statements
audited by Andersen or any omissions to state a material fact required to be
stated therein.

                                       8

<PAGE>

                                     PART II


                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT


         Item 3.  Incorporation of Documents By Reference.
         ------   ----------------------------------------

         The following documents filed with the Securities and Exchange
Commission by the Company are incorporated herein by reference:

                  (1) the Company's Annual Report on Form 10-K for the fiscal
         year ended October 31, 2002;

                  (2) the Company's Quarterly Report on Form 10-Q for the fiscal
         quarter ended January 31, 2003;

                  (3) the Company's Current Report on Form 8-K dated March 25,
         2003; and

                  (4) the description of the Common Stock contained in the
         Company's Registration Statement on Form 8-A filed with the Commission
         pursuant to Section 12 of the Securities Exchange Act of 1934 on
         October 24, 1983, including any amendment or report filed for the
         purpose of updating such description.

         All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents.

         The Company's financial statements incorporated by reference in this
Registration Statement include financial statements that were audited by Arthur
Andersen LLP ("Andersen"). On June 6, 2002, the Company dismissed Andersen as
its principal public accountants. The Company has been unable to obtain, after
reasonable efforts, Andersen's written consent to incorporate by reference
Andersen's reports on the financial statements. Under these circumstances, Rule
437a under the Securities Act of 1933 permits this Registration Statement to be
filed without a written consent from Andersen. The absence of such written
consent from Andersen may limit a shareholder's ability to assert claims against
Andersen under Section 11(a) of the Securities Act of 1933 for any untrue
statement of a material fact contained in the financial statements audited by
Andersen or any omissions to state a material fact required to be stated
therein.

         Item 4.  Description of Securities.
         ------   -------------------------

         Not applicable.

         Item 5.  Interest of Named Experts and Counsel.
         ------   -------------------------------------

         Not applicable.

                                      II-1

<PAGE>

         Item 6.  Indemnification of Directors and Officers.
         ------   -----------------------------------------

         Generally, Section 145 of the General Corporation Law of the State of
Delaware permits a corporation to indemnify certain persons made a party to an
action, by reason of the fact that such person is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise. In the case of an action by or in the right of the corporation, no
indemnification may be made in respect of any matter as to which that person was
adjudged liable for negligence or misconduct in the performance of that person's
duty to the corporation unless the Delaware Court of Chancery or the court in
which the action was brought determines that despite the adjudication of
liability that person is fairly and reasonably entitled to indemnity for proper
expenses. To the extent that person has been successful in the defense of any
matter, that person shall be indemnified against expenses actually and
reasonably incurred by him.

         Article XIII of the By-Laws of the Company contain provisions which are
designed to provide mandatory indemnification of directors and officers of the
Company to the full extent permitted by law, as now in effect or later amended.
The Company's By-Laws, as amended and restated, are filed as an Exhibit to this
Registration Statement.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
as disclosed above, the Company has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is therefore unenforceable.

         Item 7.  Exemption from Registration Claimed.
         ------   -----------------------------------

         Not applicable.

         Item 8.  Exhibits.
         ------   --------

              Exhibit No.           Description
              -----------           -----------

                  4(a)     -        Certificate of Incorporation of the
                                    Company, as amended, filed as Exhibit 3.1 to
                                    the Company's Quarterly Report on Form 10-Q
                                    for the quarter ended July 31, 1992
                                    (incorporated by reference).

                  4(b)     -        By-Laws of the Company, as amended and
                                    restated, filed as Exhibit 4(b) to the
                                    Company's Registration Statement on Form
                                    S-8, Registration No. 33-49402 (incorporated
                                    by reference).

                  4(c)     -        Amendment to By-Laws, filed as Exhibit 3.3
                                    to the Company's Quarterly Report on Form
                                    10-Q for the quarter ended January 31, 2003
                                    (incorporated by reference).

                  4(d)     -        CopyTele, Inc. 2003 Share Incentive Plan,
                                    (filed herewith).

                  5        -        Opinion and consent of Duane Morris LLP
                                    (filed herewith).

                  23(a)    -        Consent of Grant Thornton LLP (filed
                                    herewith).

                  23(b)    -        Consent of Duane Morris LLP  (included in
                                    Exhibit 5).

                                      II-2

<PAGE>

                  24       -        Powers of Attorney  (included on signature
                                    page).

         Item 9.  Undertakings.
         ------   ------------

         (a) The undersigned registrant hereby undertakes:

                           (1) To file, during any period in which offers or
                  sales are being made, a post- effective amendment to this
                  registration statement, to include any material information
                  with respect to the plan of distribution not previously
                  disclosed in the registration statement or any material change
                  to such information in the registration statement.

                           (2) That, for the purpose of determining any
                  liability under the Securities Act of 1933, each such
                  post-effective amendment shall be deemed to be a new
                  registration statement relating to the securities offered
                  therein, and the offering of such securities at the time shall
                  be deemed to be the initial bona fide offering thereof.

                           (3) To remove from registration by means of a
                  post-effective amendment any of the securities being
                  registered which remain unsold at the termination of the
                  offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-3

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized at Melville, State of New York, on this 5th day of May, 2003.

                        CopyTele, Inc.


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


     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Denis A. Krusos and Frank J. DiSanto
acting individually, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
Signature                                 Title                                                Date
- ---------                                 -----                                                ----

<S>                                                                                                <C>
/s/ Denis A. Krusos                       Chairman of the Board, Chief Executive Officer and   May 5, 2003
- -------------------                       Director (Principal Executive Officer)
Denis A. Krusos


/s/ Frank J. DiSanto                      President and Director                               May 5, 2003
- --------------------
Frank J. DiSanto

/s/ Henry P. Herms                        Vice President-Finance, Chief Financial Officer and  May 5, 2003
- ------------------                        Director (Principal Financial and Accounting
Henry P. Herms                            Officer)


/s/ George P. Larounis                    Director                                             May 5, 2003
- ----------------------
George P. Larounis

/s/ Richard J. Salute
- ---------------------
Richard J. Salute                         Director                                             May 5, 2003


/s/ Anthony Bowers                        Director                                             May 5, 2003
- ------------------
Anthony Bowers
</TABLE>


<PAGE>


                                  EXHIBIT INDEX


               Exhibit No.                          Description
               -----------                          -----------
                  4(a)     -        Certificate of Incorporation of the
                                    Company, as amended, filed as Exhibit 3.1 to
                                    the Company's Quarterly Report on Form 10-Q
                                    for the quarter ended July 31, 1992
                                    (incorporated by reference).

                  4(b)     -        By-Laws of the Company, as amended and
                                    restated, filed as Exhibit 4(b) to the
                                    Company's Registration Statement on Form
                                    S-8, Registration No. 33-49402 (incorporated
                                    by reference).

                  4(c)     -        Amendment to By-Laws, filed as Exhibit 3.3
                                    to the Company's Quarterly Report on Form
                                    10-Q for the quarter ended January 31, 2003
                                    (incorporated by reference).

                  4(d)     -        CopyTele, Inc. 2003 Share Incentive Plan,
                                    (filed herewith).

                  5        -        Opinion and consent of Duane Morris LLP
                                    (filed herewith).

                  23(a)    -        Consent of Grant Thornton LLP (filed
                                    herewith).

                  23(b)    -        Consent of Duane Morris LLP  (included in
                                    Exhibit 5).

                  24       -        Powers of Attorney  (included on signature
                                    page).



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>a4388940ex4.txt
<DESCRIPTION>EXHIBIT 4
<TEXT>
                                                                       Exhibit 4
                            COPYTELE, INC.

                            2003 SHARE INCENTIVE PLAN

     1. Purpose. The CopyTele, Inc. 2003 Share Incentive Plan (the "Plan") is
intended to provide incentives which will attract, retain and motivate highly
competent persons as officers, key employees and non-employee directors
("Director Participants"), of, and consultants to, CopyTele, Inc. (the
"Company") and its subsidiaries and affiliates, by providing them opportunities
to acquire shares of the Company's common stock, par value $.01 per share (the
"Common Stock"), or to receive monetary payments based on the value of such
shares pursuant to the Benefits (as defined below) described herein.
Additionally, the Plan is intended to assist in further aligning the interests
of the Company's officers, key employees and consultants to those of its other
stockholders.

     2. Administration.

     (a) The Plan will be administered by a committee (the "Committee")
appointed by the Board of Directors of the Company from among its members (which
may be the Compensation Committee) and shall be comprised, unless otherwise
determined by the Board of Directors, solely of not less than two members who
shall be (i) "Non-Employee Directors" within the meaning of Rule 16b-3(b)(3) (or
any successor rule) promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and (ii) "outside directors" within the meaning of
Treasury Regulation Section 1.162-27(e)(3) under Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"). The Committee is authorized,
subject to the provisions of the Plan, to establish such rules and regulations
as it deems necessary for the proper administration of the Plan and to make such
determinations and interpretations and to take such action in connection with
the Plan and any Benefits granted hereunder as it deems necessary or advisable.
All determinations and interpretations made by the Committee shall be binding
and conclusive on all participants and their legal representatives. No member of
the Committee and no employee of the Company shall be liable for any act or
failure to act hereunder, except in circumstances involving his or her bad
faith, gross negligence or willful misconduct, or for any act or failure to act
hereunder by any other member or employee or by any agent to whom duties in
connection with the administration of this Plan have been delegated. The Company
shall indemnify members of the Committee and any agent of the Committee who is
an employee of the Company, a subsidiary or an affiliate against any and all
liabilities or expenses to which they may be subjected by reason of any act or
failure to act with respect to their duties on behalf of the Plan, except in
circumstances involving such person's bad faith, gross negligence or willful
misconduct.

     (b) The Committee may delegate to one or more of its members, or to one or
more agents, such administrative duties as it may deem advisable, and the
Committee, or any person to whom it has delegated duties as aforesaid, may
employ one or more persons to render advice with respect to any responsibility
the Committee or such person may have under the Plan. The Committee may employ
such legal or other counsel, consultants and agents as it may deem desirable for
the administration of the Plan and may rely upon any opinion or computation
received from any such counsel, consultant or agent. Expenses incurred by the
Committee in the engagement of such counsel, consultant or agent shall be paid
by the Company, or the subsidiary or affiliate whose employees have benefited
from the Plan, as determined by the Committee.

                                       1

<PAGE>


     3. Participants. Participants will consist of such officers, key employees
and Director Participants of, and such consultants to, the Company and its
subsidiaries and affiliates as the Committee in its sole discretion determines
to be significantly responsible for the success and future growth and
profitability of the Company and whom the Committee may designate from time to
time to receive Benefits under the Plan. Designation of a participant in any
year shall not require the Committee to designate such person to receive a
Benefit in any other year or, once designated, to receive the same type or
amount of Benefit as granted to the participant in any other year. The Committee
shall consider such factors as it deems pertinent in selecting participants and
in determining the type and amount of their respective Benefits.

     4. Type of Benefits. Benefits under the Plan may be granted in any one or a
combination of (a) Stock Options, (b) Stock Appreciation Rights, (c) Stock
Awards, (d) Performance Awards and (e) Stock Units (each as described below, and
collectively, the "Benefits"). Stock Awards, Performance Awards, and Stock Units
may, as determined by the Committee in its discretion, constitute
Performance-Based Awards, as described in Section 11 hereof. Benefits shall be
evidenced by agreements (which need not be identical) in such forms as the
Committee may from time to time approve; provided, however, that in the event of
any conflict between the provisions of the Plan and any such agreements, the
provisions of the Plan shall prevail.

     5. Common Stock Available Under the Plan. The aggregate number of shares of
Common Stock that may be subject to Benefits, including Stock Options, granted
under this Plan shall be 15,000,000 shares of Common Stock, which may be
authorized and unissued or treasury shares, subject to any adjustments made in
accordance with Section 18 hereof. The maximum number of shares of Common Stock
with respect to which Benefits may be granted or measured to any individual
participant under the Plan during any year of the Plan shall not exceed
1,500,000, provided, however, that the maximum number of shares of Common Stock
with respect to which Stock Options and Stock Appreciation Rights may be granted
to an individual participant under the Plan during any year of the Plan shall
not exceed 1,500,000 (in each case, subject to adjustments made in accordance
with Section 18 hereof). Any shares of Common Stock subject to a Stock Option or
Stock Appreciation Right which for any reason is cancelled or terminated without
having been exercised, any shares subject to Stock Awards, Performance Awards or
Stock Units which are forfeited, any shares subject to Performance Awards
settled in cash or any shares delivered to the Company as part or full payment
for the exercise of a Stock Option or Stock Appreciation Right shall again be
available for Benefits under the Plan. The preceding sentence shall apply only
for purposes of determining the aggregate number of shares of Common Stock
subject to Benefits but shall not apply for purposes of determining the maximum
number of shares of Common Stock with respect to which Benefits (including the
maximum number of shares of Common Stock subject to Stock Options and Stock
Appreciation Rights) that may be granted to any individual participant under the
Plan.

     6. Stock Options. Stock Options will consist of awards from the Company
that will enable the holder to purchase a number of shares of Common Stock, at
set terms. Stock Options may be "incentive stock options" ("Incentive Stock
Options"), within the meaning of Section 422 of the Code, or Stock Options which
do not constitute Incentive Stock Options ("Nonqualified Stock Options");
provided, however, that grants of Incentive Stock Options made prior to approval
of the grant of Incentive Stock Options under the Plan by stockholders of the
Company shall be subject to such approval and provided, further, that if

                                       2

<PAGE>

stockholder approval of the grant of Incentive Stock Options under the Plan is
not obtained within twelve months of adoption of the Plan by the Board of
Directors, any Stock Option granted during the twelve month period after
adoption of the Plan by the Board of Directors that is designated as an
Incentive Stock Option shall be treated thereafter as Nonqualified Stock Option.
The Committee will have the authority to grant to any participant one or more
Incentive Stock Options, Nonqualified Stock Options, or both types of Stock
Options (in each case with or without Stock Appreciation Rights). Each Stock
Option shall be subject to such terms and conditions consistent with the Plan as
the Committee may impose from time to time, subject to the following
limitations:

     (a) Exercise Price. Each Stock Option granted hereunder shall have such
     per-share exercise price as the Committee may determine at the date of
     grant; subject to subsection (d), below.

     (b) Payment of Exercise Price. The option exercise price may be paid in
     cash or, in the discretion of the Committee, by the delivery of shares of
     Common Stock of the Company then owned by the participant, or by delivery
     to the Company of (x) irrevocable instructions to deliver directly to a
     broker the stock certificates representing the shares for which the Stock
     Option is being exercised, and (y) irrevocable instructions to such broker
     to sell such shares for which the Stock Option is being exercised, and
     promptly deliver to the Company the portion of the proceeds equal to the
     Stock Option exercise price and any amount necessary to satisfy the
     Company's obligation for withholding taxes, or any combination thereof. For
     purposes of making payment in shares of Common Stock, such shares shall be
     valued at their Fair Market Value (as defined below) on the date of
     exercise of the Stock Option and shall have been held by the Participant
     for at least six months. To facilitate the foregoing, the Company may enter
     into agreements for coordinated procedures with one or more brokerage
     firms. The Committee may prescribe any other method of paying the exercise
     price that it determines to be consistent with applicable law and the
     purpose of the Plan, including, without limitation, in lieu of the exercise
     of a Stock Option by delivery of shares of Common Stock of the Company then
     owned by a participant, providing the Company with a notarized statement
     attesting to the number of shares owned, where upon verification by the
     Company, the Company would issue to the participant only the number of
     incremental shares to which the participant is entitled upon exercise of
     the Stock Option. The Committee may, at the time of grant, provide for the
     grant of a subsequent Restoration Stock Option if the exercise price is
     paid for by delivering previously owned shares of Common Stock of the
     Company. Restoration Stock Options (i) may be granted in respect of no more
     than the number of shares of Common Stock tendered in exercising the
     predecessor Stock Option, (ii) shall have an exercise price equal to the
     Fair Market Value on the date the Restoration Stock Option is granted, and
     (iii) may have an exercise period that does not extend beyond the remaining
     term of the predecessor Stock Option. In determining which methods a
     participant may utilize to pay the exercise price, the Committee may
     consider such factors as it determines are appropriate.

     (c) Exercise Period. Stock Options granted under the Plan shall be
     exercisable at such time or times and subject to such terms and conditions
     as shall be determined by the Committee; provided, however, that no Stock
     Option shall be exercisable later than ten years after the date it is
     granted. All Stock Options shall terminate at such earlier times and upon
     such conditions or circumstances as the Committee shall in its discretion
     set forth in such option agreement at the date of grant; provided, however,
     the Committee may, in its sole discretion, later waive any such condition.

                                       3

<PAGE>

     (d) Limitations on Incentive Stock Options. Incentive Stock Options may be
     granted only to participants who are employees of the Company or one of its
     subsidiaries (within the meaning of Section 424(f) of the Code) at the date
     of grant. The aggregate Fair Market Value (determined as of the time the
     Stock Option is granted) of the Common Stock with respect to which
     Incentive Stock Options are exercisable for the first time by a participant
     during any calendar year (under all option plans of the Company and of any
     parent corporation or subsidiary corporation (as defined in Sections 424(e)
     and (f) of the Code, respectively)) shall not exceed $100,000. For purposes
     of the preceding sentence, Incentive Stock Options will be taken into
     account in the order in which they are granted. The per-share exercise
     price of an Incentive Stock Option shall not be less than 100% of the Fair
     Market Value of the Common Stock on the date of grant, and no Incentive
     Stock Option may be exercised later than ten years after the date it is
     granted; provided, however, Incentive Stock Options may not be granted to
     any participant who, at the time of grant, owns stock possessing (after the
     application of the attribution rules of Section 424(d) of the Code) more
     than 10% of the total combined voting power of all classes of stock of the
     Company or any parent or subsidiary corporation of the Company, unless the
     exercise price is fixed at not less than 110% of the Fair Market Value of
     the Common Stock on the date of grant and the exercise of such option is
     prohibited by its terms after the expiration of five years from the date of
     grant of such option.

     (e) Post-Employment Exercises. Upon termination of employment of any
     employee or of the continuing services of any consultant with the Company
     and all subsidiary corporations and parent corporations of the Company, any
     Stock Option previously granted to the employee or consultant, unless
     otherwise specified by the Committee in the Stock Option, shall, to the
     extent not theretofore exercised, terminate and become null and void;
     provided, however, that:

         (i) if the employee or consultant shall die while in the employ or
         service of such corporation or during either the three (3) month or two
         (2) year period, whichever is applicable, specified in clause (ii)
         below and at a time when such employee or consultant was entitled to
         exercise a Stock Option as herein provided, the legal representative of
         such employee or consultant, or such person who acquired such Stock
         Option by bequest or inheritance or by reason of the death of the
         employee or consultant, may, not later than two (2) years from the date
         of death, exercise such Stock Option, to the extent not theretofore
         exercised, in respect of any or all of such number of shares of Common
         Stock as specified by the Committee in such Stock Option; and

         (ii) if the employment of any employee or the continuing services of
         any consultant to whom such Stock Option shall have been granted shall
         terminate by reason of the employee's or consultant's retirement (at
         such age or upon such conditions as shall be specified by the
         Committee), disability (as described in Section 22(e)(3) of the Code)
         or dismissal by the employer other than for cause (as defined below),
         and while such employee or consultant is entitled to exercise such
         Stock Option as herein provided, such employee or consultant shall have
         the right to exercise such Stock Option so granted in respect of any or
         all of such number of shares as specified by the Committee in such
         Stock Option, at any time up to and including (x) three (3) months
         after the date of such termination of employment or services in the
         case of termination by reason of retirement or dismissal other than for
         cause, and (y) two (2) years after the date of termination of
         employment or services in the case of termination by reason of
         disability.

                                       4

<PAGE>

     In no event, however, shall any person be entitled to exercise any Stock
Option after the expiration of the period of exercisability of such Stock Option
or Right, as specified therein.

     If an employee or consultant voluntarily terminates his or her employment
or continuing services, or is discharged for cause, any Stock Option granted
hereunder shall, unless otherwise specified by the Committee in the Stock
Option, forthwith terminate with respect to any unexercised portion thereof.

     If a Stock Option granted hereunder shall be exercised by the legal
representative of a deceased grantee or by a person who acquired a Stock Option
granted hereunder by bequest or inheritance or by reason of the death of any
employee or consultant or former employee or consultant, written notice of such
exercise shall be accompanied by a certified copy of letters testamentary or
equivalent proof of the right of such legal representative or other person to
exercise such Stock Option.

     For the purposes of the Plan, the term "for cause" shall mean (a) with
respect to an employee or consultant who is a party to a written service
agreement with, or, alternatively, participates in a compensation or benefit
plan of the Company or a subsidiary corporation or parent corporation of the
Company, which agreement or plan contains a definition of "for cause" or "cause"
(or words of like import) for purposes of termination of employment or services
thereunder by the Company or such subsidiary corporation or parent corporation
of the Company, "for cause" or "cause" as defined therein; or (b) in all other
cases, as determined by the Committee or the Board of Directors, in its sole
discretion, (i) the willful commission by an employee or consultant of an act
that causes or may cause substantial damage to the Company or a subsidiary
corporation or parent corporation of the Company; (ii) the commission by an
employee or consultant of an act of fraud in the performance of such employee's
or consultant's duties on behalf of the Company or a subsidiary corporation or
parent corporation of the Company; (iii) conviction of the employee or
consultant for commission of a felony in connection with the performance of his
duties on behalf of the Company or a subsidiary corporation or parent
corporation of the Company; or (iv) the continuing failure of an employee or
consultant to perform the duties of such employee or consultant to the Company
or a subsidiary corporation or parent corporation of the Company after written
notice thereof and a reasonable opportunity to be heard and cure such failure
are given to the employee or consultant by the Committee.

     For the purposes of the Plan, an employment relationship shall be deemed to
exist between an individual and a corporation if, at the time of the
determination, the individual was an "employee" of such corporation for purposes
of Section 422(a) of the Code. If an individual is on leave of absence taken
with the consent of the corporation by which such individual was employed, or is
on active military service, and is determined to be an "employee" for purposes
of the exercise of a Stock Option, such individual shall not be entitled to
exercise such Stock Option during such period unless such individual shall have
obtained the prior written consent of such corporation, which consent shall be
signed by the chairman of the board of directors, the president, a senior
vice-president or other duly authorized officer of such corporation.

                                       5

<PAGE>

     A termination of employment or services shall not be deemed to occur by
reason of (i) the transfer of an employee or consultant from employment or
retention by the Company to employment or retention by a subsidiary corporation
or a parent corporation of the Company or (ii) the transfer of an employee or
consultant from employment or retention by a subsidiary corporation or a parent
corporation of the Company to employment or retention by the Company or by
another subsidiary corporation or parent corporation of the Company. Termination
of a consultant's services shall be considered to occur when he ceases to
perform services on a regular basis.

     In the event of the complete liquidation or dissolution of a subsidiary
corporation, or if such corporation ceases to be a subsidiary corporation, any
unexercised Stock Options theretofore granted to any person employed by or
rendering consulting services to such subsidiary corporation will be deemed
cancelled unless such person is employed by or renders continuing services to
the Company or by any parent corporation or another subsidiary corporation after
the occurrence of such event. If a Stock Option is to be cancelled pursuant to
the provisions of the previous sentence, notice of such cancellation will be
given to each employee or consultant holding unexercised Stock Options, and such
holder will have the right to exercise such Stock Options in full during the
thirty (30) day period following notice of such cancellation.

7. Stock Appreciation Rights.

     (a) The Committee may, in its discretion, grant Stock Appreciation Rights
     to the holders of any Stock Options granted hereunder. In addition, Stock
     Appreciation Rights may be granted independently of, and without relation
     to, Stock Options. A Stock Appreciation Right means a right to receive a
     payment in cash, Common Stock or a combination thereof, in an amount equal
     to the excess of (x) the Fair Market Value, or other specified valuation,
     of a specified number of shares of Common Stock on the date the right is
     exercised over (y) the Fair Market Value, or other specified valuation
     (which shall be no less than the Fair Market Value) of such shares of
     Common Stock on the date the right is granted, all as determined by the
     Committee; provided, however, that if a Stock Appreciation Right is granted
     in substitution for a Stock Option, the designated Fair Market Value in the
     award agreement may be the Fair Market Value on the date such Stock Option
     was granted. Each Stock Appreciation Right shall be subject to such terms
     and conditions as the Committee shall impose from time to time.

     (b) Stock Appreciation Rights granted under the Plan shall be exercisable
     at such time or times and subject to such terms and conditions as shall be
     determined by the Committee; provided, however, that no Stock Appreciation
     Rights shall be exercisable later than ten years after the date it is
     granted. All Stock Appreciation Rights shall terminate at such earlier
     times and upon such conditions or circumstances as the Committee shall in
     its discretion set forth in such right at the date of grant.

     (c) The exercise of any Stock Appreciation Right after termination of
     employment of a participant with the Company, a subsidiary of the Company
     or with any company providing consulting services to the Company shall be
     subject to the same terms and conditions as set forth in Section 6(e)
     above.

8. Stock Awards. The Committee may, in its discretion, grant Stock Awards (which
may include mandatory payment of bonus incentive compensation in stock)
consisting of Common Stock issued or transferred to participants with or without
other payments therefor. Stock Awards may be subject to such terms and
conditions as the Committee determines appropriate, including, without
limitation, restrictions on the sale or other disposition of such shares, the
right of the Company to reacquire such shares for no consideration upon
termination of the participant's employment, and may constitute

                                       6

<PAGE>

Performance-Based Awards, as described in Section 11 hereof. The Committee may
require the participant to deliver a duly signed stock power, endorsed in blank,
relating to the Common Stock covered by such an Award. The Committee may also
require that the stock certificates evidencing such shares be held in custody or
bear restrictive legends until the restrictions thereon shall have lapsed. The
Stock Award shall specify whether the participant shall have, with respect to
the shares of Common Stock subject to a Stock Award, all of the rights of a
holder of shares of Common Stock of the Company, including the right to receive
dividends and to vote the shares.

9. Performance Awards.

     (a) Performance Awards may be granted to participants at any time and from
     time to time, as shall be determined by the Committee. Performance Awards
     may constitute Performance-Based Awards, as described in Section 11 hereof.
     The Committee shall have complete discretion in determining the number,
     amount and timing of awards granted to each participant. Such Performance
     Awards may be in the form of shares of Common Stock or Stock Units.
     Performance Awards may be awarded as short-term or long-term incentives.
     Performance targets may be based upon, without limitation, Company-wide,
     divisional and/or individual performance.

     (b) With respect to those Performance Awards that are not intended to
     constitute Performance-Based Awards, the Committee shall have the authority
     at any time to make adjustments to performance targets for any outstanding
     Performance Awards which the Committee deems necessary or desirable unless
     at the time of establishment of such targets the Committee shall have
     precluded its authority to make such adjustments.

     (c) Payment of earned Performance Awards shall be made in accordance with
     terms and conditions prescribed or authorized by the Committee. The
     participant may elect to defer, or the Committee may require or permit the
     deferral of, the receipt of Performance Awards upon such terms as the
     Committee deems appropriate.

10. Stock Units.

     (a) The Committee may, in its discretion, grant Stock Units to participants
     hereunder. The Committee shall determine the criteria for the vesting of
     Stock Units. Stock Units may constitute Performance-Based Awards, as
     described in Section 11 hereof. A Stock Unit granted by the Committee shall
     provide payment in shares of Common Stock at such time as the award
     agreement shall specify. Shares of Common Stock issued pursuant to this
     Section 10 may be issued with or without other payments therefor as may be
     required by applicable law or such other consideration as may be determined
     by the Committee. The Committee shall determine whether a participant
     granted a Stock Unit shall be entitled to a Dividend Equivalent Right (as
     defined below).

     (b) Upon vesting of a Stock Unit, unless the Committee has determined to
     defer payment with respect to such unit or a participant has elected to
     defer payment under subsection (c) below, shares of Common Stock
     representing the Stock Units shall be distributed to the participant unless
     the Committee provides for the payment of the Stock Units in cash or partly
     in cash and partly in shares of Common Stock equal to the value of the
     shares of Common Stock which would otherwise be distributed to the
     participant.

                                       7

<PAGE>

     (c) Prior to the year with respect to which a Stock Unit may vest, the
     participant may elect not to receive a distribution upon the vesting of
     such Stock Unit and for the Company to continue to maintain the Stock Unit
     on its books of account. In such event, the value of a Stock Unit shall be
     payable in shares of Common Stock pursuant to the agreement of deferral.

     (d) A "Stock Unit" means a notional account representing one share of
     Common Stock. A "Dividend Equivalent Right" means the right to receive the
     amount of any dividend paid on the share of Common Stock underlying a Stock
     Unit, which shall be payable in cash or in the form of additional Stock
     Units.

11. Performance-Based Awards. Certain Benefits granted under the Plan may be
granted in a manner such that the Benefits qualify for the performance-based
compensation exemption of Section 162(m) of the Code ("Performance-Based
Awards"). As determined by the Committee in its sole discretion, either the
granting or vesting of such Performance-Based Awards shall be based on
achievement of hurdle rates and/or growth rates in one or more business criteria
that apply to the individual participant, one or more business units or the
Company as a whole. The business criteria shall be as follows, individually or
in combination: (i) net earnings; (ii) earnings per share; (iii) net sales
growth; (iv) market share; (v) net operating profit; (vi) expense targets; (vii)
working capital targets relating to inventory and/or accounts receivable; (viii)
operating margin; (ix) return on equity; (x) return on assets; (xi) planning
accuracy (as measured by comparing planned results to actual results); (xii)
market price per share; and (xiii) total return to stockholders. In addition,
Performance-Based Awards may include comparisons to the performance of other
companies, such performance to be measured by one or more of the foregoing
business criteria. With respect to Performance-Based Awards, (i) the Committee
shall establish in writing (x) the performance goals applicable to a given
period, and such performance goals shall state, in terms of an objective formula
or standard, the method for computing the amount of compensation payable to the
participant if such performance goals are obtained and (y) the individual
employees or class of employees to which such performance goals apply no later
than 90 days after the commencement of such period (but in no event after 25% of
such period has elapsed) and (ii) no Performance-Based Awards shall be payable
to or vest with respect to, as the case may be, any participant for a given
period until the Committee certifies in writing that the objective performance
goals (and any other material terms) applicable to such period have been
satisfied. With respect to any Benefits intended to qualify as Performance-Based
Awards, after establishment of a performance goal, the Committee shall not
revise such performance goal or increase the amount of compensation payable
thereunder (as determined in accordance with Section 162(m) of the Code) upon
the attainment of such performance goal. Notwithstanding the preceding sentence,
the Committee may reduce or eliminate Benefits payable upon the attainment of
such performance goal.

12. Stock Option Grants to Director Participants. Subject to the terms and
conditions of Sections 12 through 16 hereof, commencing with the Annual Meeting
of Stockholders of the Company to be held in the year 2003, each current
Director Participant of the Company shall automatically be granted a
Nonqualified Stock Option to purchase 60,000 shares of Common Stock (less the
number of shares, if any, automatically granted to such Director Participant
upon election to the Board of Directors under the Company's 2000 Share Incentive
Plan or any other similar plan) each year that such director is elected to the
Board of Directors. Future Director Participants shall automatically be granted
Nonqualified Stock Options to purchase 60,000 shares of Common Stock (less the
number of shares, if any, automatically granted to such Director Participant

                                       8

<PAGE>

upon election to the Board of Directors under the Company's 2000 Share Incentive
Plan or any other similar plan) upon their initial election to the Board of
Directors and at the time of each subsequent annual meeting of the Company's
stockholders at which such director is elected to the Board of Directors. The
purchase price of the shares of Common Stock covered by the Nonqualified Stock
Options granted pursuant to this Section 12 shall be the Fair Market Value of
such shares of Common Stock on the date of grant.

13. Director Participant's Exercise of Stock Options. A Nonqualified Stock
Option granted to any Director Participant of the Company shall not be
exercisable for the twelve-month period immediately following the grant of such
Nonqualified Stock Option. Thereafter, the Nonqualified Stock Option shall be
exercisable for the period ending five years from the date of grant of such
Nonqualified Stock Option, except to the extent such exercise is further limited
or restricted pursuant to the provisions hereof.

14. Director Participant's Termination. If a Director Participant's service as a
director of the Company terminates, any Nonqualified Stock Option previously
granted to such Director Participant shall, to the extent not theretofore
exercised, terminate and become null and void; provided, however, that:

     (a) if a Director Participant holding an outstanding Nonqualified Stock
     Option dies, such Nonqualified Stock Option shall, to the extent not
     theretofore exercised, remain exercisable for two (2) years after such
     Director Participant's death, by such Director Participant's legatee,
     distributee, guardian or legal or personal representative; and

     (b) if the service of a Director Participant to whom such Nonqualified
     Stock Option shall have been granted shall terminate by reason of (i) such
     Director Participant's disability (as described in Section 22(e)(3) of the
     Code), (ii) voluntary retirement from service as a director of the Company,
     or (iii) failure of the Company to retain or nominate for re-election such
     Director Participant who is otherwise eligible, unless due to any act of
     (A) fraud or intentional misrepresentation, or (B) embezzlement,
     misappropriation or conversion of assets or opportunities of the Company or
     any direct or indirect subsidiary of the Company, while such Director
     Participant is entitled to exercise such Nonqualified Stock Option as
     herein provided, such Director Participant shall have the right to exercise
     such Nonqualified Stock Option so granted in respect of any or all of such
     number of shares of Common Stock subject to such Nonqualified Stock Option
     at any time up to and including (X) three (3) months after the date of such
     termination of service in the case of termination by reason of voluntary
     retirement or failure of the Company to retain or nominate for re-election
     such Director Participant who is otherwise eligible, unless due to any act
     of (1) fraud or intentional misrepresentation, or (2) embezzlement,
     misappropriation or conversion of assets or opportunities of the Company or
     any direct or indirect subsidiary of the Company, and (Y) two (2) years
     after the date of termination of service in the case of termination by
     reason of disability; and

     (c) if the Director Participant shall die during either the three (3) month
     or two (2) year period, which ever is applicable, specified in clause (b)
     above and at a time when such Director Participant was entitled to exercise
     a Nonqualified Stock Option as herein provided, the legal representative of
     such Director Participant, or such person who acquired such Nonqualified
     Stock Option by bequest or inheritance or by reason of the death of the
     Director Participant may, not later than two (2) years from the date of
     death, exercise such Nonqualified Stock Option, to the extent not
     theretofore exercised, in respect of any or all of such number of Shares
     subject to such Nonqualified Stock Option.

                                       9

<PAGE>

     In no event, however, shall a Director Participant be entitled to exercise
any Stock Option after the expiration of the period of exercisability of such
Stock Option, as specified therein.

15. Amendment of Director Participant Provisions. Sections 12 through 15 of the
Plan shall not be amended more than one time in any six month period, other than
to comport with changes in the Code, the Employee Retirement Income Security Act
of 1974, as amended, or the rules promulgated thereunder.

16. Securities Laws. The Committee shall have the power to make each grant under
the Plan subject to such conditions as it deems necessary or appropriate to
comply with the then-existing requirements of the Securities Act of 1933, as
amended, or the Exchange Act, including Rule 16b-3 (or any similar rule) of the
Securities and Exchange Commission. Notwithstanding any provision in the Plan or
an option document to the contrary, if the Committee determines, in its sole
discretion, that issuance of Shares pursuant to the exercise of a Stock Option
should be delayed pending registration or qualification under federal or state
securities laws or the receipt of a legal opinion that an appropriate exemption
from the application of federal or state securities laws is available, the
Committee may defer exercise of any Stock Option until such Shares are
appropriately registered or qualified or an appropriate legal opinion has been
received, as applicable.

17. Foreign Laws. The Committee may grant Benefits to individual participants
who are subject to the tax laws of nations other than the United States, which
Benefits may have terms and conditions as determined by the Committee as
necessary to comply with applicable foreign laws. The Committee may take any
action which it deems advisable to obtain approval of such Benefits by the
appropriate foreign governmental entity; provided, however, that no such
Benefits may be granted pursuant to this Section 17 and no action may be taken
which would result in a violation of the Exchange Act, the Code or any other
applicable law.

18. Adjustment Provisions; Change in Control.

     (a) If there shall be any change in the Common Stock of the Company or the
     capitalization of the Company through merger, consolidation,
     reorganization, recapitalization, stock dividend, stock split, reverse
     stock split, split up, spin-off, combination of shares, exchange of shares,
     dividend in kind or other like change in capital structure or distribution
     (other than normal cash dividends) to stockholders of the Company in order
     to prevent dilution or enlargement of participants' rights under the Plan,
     the Committee, in its sole discretion, shall adjust, in an equitable
     manner, as applicable, the number and kind of shares that may be issued
     under the Plan, the number and kind of shares subject to outstanding
     Benefits, the exercise price applicable to outstanding Benefits, and the
     Fair Market Value of the Common Stock and other value determinations
     applicable to outstanding Benefits; provided, however, that any such
     arithmetic adjustment to a Performance-Based Award shall not cause the
     amount of compensation payable thereunder to be increased from what
     otherwise would have been due upon attainment of the unadjusted award.
     Appropriate adjustments may also be made by the Committee in the terms of
     any Benefits under the Plan to reflect such changes or distributions and to
     modify any other terms of outstanding Benefits on an equitable basis,
     including modifications of performance targets and changes in the length of
     performance periods; provided, however, that any such arithmetic adjustment
     to a Performance-Based Award shall not cause the amount of compensation

                                       10

<PAGE>

     payable thereunder to be increased from what otherwise would have been due
     upon attainment of the unadjusted award. In addition, other than with
     respect to Stock Options, Stock Appreciation Rights, and other awards
     intended to constitute Performance-Based Awards, the Committee is
     authorized to make adjustments to the terms and conditions of, and the
     criteria included in, Benefits in recognition of unusual or nonrecurring
     events affecting the Company or the financial statements of the Company, or
     in response to changes in applicable laws, regulations, or accounting
     principles. Notwithstanding the foregoing, (i) each such adjustment with
     respect to an Incentive Stock Option shall comply with the rules of Section
     424(a) of the Code, and (ii) in no event shall any adjustment be made which
     would render any Incentive Stock Option granted hereunder other than an
     incentive stock option for purposes of Section 422 of the Code. The
     determination of the Committee as to the foregoing adjustments, if any,
     shall be conclusive and binding on participants under the Plan.

     (b) Notwithstanding any other provision of this Plan, if there is a Change
     in Control of the Company, all then outstanding Stock Options and Stock
     Appreciation Rights shall immediately vest and become exercisable. For
     purposes of this Section 18(b), a "Change in Control" of the Company shall
     be deemed to have occurred upon any of the following events:

         (i) a change in control of the Company that would be required to be
         reported in response to Item 6(e) of Schedule 14A of Regulation 14A
         promulgated under the Exchange Act; or

         (ii) during any period of two (2) consecutive years, the individuals
         who at the beginning of such period constitute the Company's Board of
         Directors or any individuals who would be "Continuing Directors" (as
         hereinafter defined) cease for any reason to constitute at least a
         majority of the Board of Directors; or

         (iii) the Company's Common Stock shall cease to be publicly traded
         after initially being publicly traded; or

         (iv) the Company's Board of Directors shall approve a sale of all or
         substantially all of the assets of the Company, and such transaction
         shall have been consummated; or

         (v) the Company's Board of Directors shall approve any merger,
         consolidation, or like business combination or reorganization of the
         Company, the consummation of which would result in the occurrence of
         any event described in Section 18(b)(i) above, and such transaction
         shall have been consummated.

     For purposes of this Section 18(b), "Continuing Directors" shall mean (x)
the directors of the Company in office on the Effective Date (as defined below)
and (y) any successor to any such director and any additional director who after
the Effective Date was nominated or selected by a majority of the Continuing
Directors (or the Nominating Committee of the Board of Directors of the Company)
in office at the time of his or her nomination or selection.

     The Committee, in its discretion, may determine that, upon the occurrence
of a Change in Control of the Company or the other events specified in Section
18(a), each Stock Option and Stock Appreciation Right outstanding hereunder
shall terminate within a specified number of days after notice to the holder,
and such holder shall receive, with respect to each share of Common Stock
subject to such Stock Option or Stock Appreciation Right, an amount equal to the

                                       11

<PAGE>

excess of the Fair Market Value of such shares of Common Stock immediately prior
to the occurrence of such Change in Control over the exercise price per share of
such Stock Option or Stock Appreciation Right; such amount to be payable in
cash, in one or more kinds of property (including the property, if any, payable
in the transaction) or in a combination thereof, as the Committee, in its
discretion, shall determine. The provisions contained in the preceding sentence
shall be inapplicable to a Stock Option or Stock Appreciation Right granted
within six (6) months before the occurrence of a Change in Control if the holder
of such Stock Option or Stock Appreciation Right is subject to the reporting
requirements of Section 16(a) of the Exchange Act and no exception from
liability under Section 16(b) of the Exchange Act is otherwise available to such
holder.

     19. Nontransferability. Each Benefit granted under the Plan to a
participant shall not be transferable otherwise than by will or the laws of
descent and distribution, and shall be exercisable, during the participant's
lifetime, only by the participant. In the event of the death of a participant,
each Stock Option or Stock Appreciation Right theretofore granted to him or her
shall be exercisable during such period after his or her death as the Committee
shall in its discretion set forth in such option or right at the date of grant
and then only by the executor or administrator of the estate of the deceased
participant or the person or persons to whom the deceased participant's rights
under the Stock Option or Stock Appreciation Right shall pass by will or the
laws of descent and distribution. Notwithstanding the foregoing, at the
discretion of the Committee, an award of a Benefit, other than an Incentive
Stock Option, to any director, officer or employee of the Company with at least
15 years of service may permit the transferability of a Benefit by such
participant solely to the participant's spouse, siblings, parents, children and
grandchildren or trusts for the benefit of such persons or partnerships,
corporations, limited liability companies or other entities owned solely by such
persons, including trusts for such persons, subject to any restriction included
in the award of the Benefit.

     20. Other Provisions. The award of any Benefit under the Plan may also be
subject to such other provisions (whether or not applicable to the Benefit
awarded to any other participant) as the Committee determines appropriate,
including, without limitation, for the installment purchase of Common Stock
under Stock Options, for the installment exercise of Stock Appreciation Rights,
to assist the participant in financing the acquisition of Common Stock, for the
forfeiture of, or restrictions on resale or other disposition of, Common Stock
acquired under any form of Benefit, for the acceleration of exercisability or
vesting of Benefits in the event of a change in control of the Company, for the
payment of the value of Benefits to participants in the event of a change in
control of the Company, or understandings or conditions as to the participant's
employment in addition to those specifically provided for under the Plan. In
addition, the Committee shall have the right to accelerate, in whole or in part,
from time to time, conditionally or unconditionally, rights to exercise any
Stock Option granted hereunder. The Committee shall have full discretion to
interpret and administer the Plan.

     21. Fair Market Value. For purposes of this Plan and any Benefits awarded
hereunder, Fair Market Value shall be (i) the closing price of the Company's
Common Stock on the date of calculation (or on the last preceding trading date
if Common Stock was not traded on such date) if the Company's Common Stock is
readily tradeable on a national securities exchange or other market system, (ii)
if the Company's Common Stock is not readily tradeable, Fair Market Value shall
mean the amount determined in good faith by the Committee as the fair market
value of the Common Stock of the Company and (iii) in connection with a Change
in Control of the Company or an event specified in Section 18(a), the value of
the consideration paid to stockholders in connection with such Change in Control
or event or if no consideration is paid in respect thereof, the amount
determined pursuant to clause (i) or (ii), above.

                                       12

<PAGE>

     22. Withholding. All payments or distributions of Benefits made pursuant to
the Plan shall be net of any amounts required to be withheld pursuant to
applicable federal, state and local tax withholding requirements. If the Company
proposes or is required to distribute Common Stock pursuant to the Plan, it may
require the recipient to remit to it or to the corporation that employs such
recipient an amount sufficient to satisfy such tax withholding requirements
prior to the delivery of any certificates for such Common Stock. In lieu
thereof, the Company or the employing corporation shall have the right to
withhold the amount of such taxes from any other sums due or to become due from
such corporation to the recipient as the Committee shall prescribe. The
Committee may, in its discretion and subject to such rules as it may adopt
(including any as may be required to satisfy applicable tax and/or non-tax
regulatory requirements), permit an optionee or award or right holder to pay all
or a portion of the federal, state and local withholding taxes arising in
connection with any Benefit consisting of shares of Common Stock by electing to
have the Company withhold shares of Common Stock having a Fair Market Value
equal to the amount of tax to be withheld, such tax calculated at rates required
by statute or regulation.

     23. Tenure. A participant's right, if any, to continue to serve the Company
or any of its subsidiaries or affiliates as an officer, employee, or otherwise,
shall not be enlarged or otherwise affected by his or her designation as a
participant under the Plan.

     24. Unfunded Plan. Participants shall have no right, title, or interest
whatsoever in or to any investments which the Company may make to aid it in
meeting its obligations under the Plan. Nothing contained in the Plan, and no
action taken pursuant to its provisions, shall create or be construed to create
a trust of any kind, or a fiduciary relationship between the Company and any
participant, beneficiary, legal representative or any other person. To the
extent that any person acquires a right to receive payments from the Company
under the Plan, such right shall be no greater than the right of an unsecured
general creditor of the Company. All payments to be made hereunder shall be paid
from the general funds of the Company and no special or separate fund shall be
established and no segregation of assets shall be made to assure payment of such
amounts except as expressly set forth in the Plan. The Plan is not intended to
be subject to the Employee Retirement Income Security Act of 1974, as amended.

     25. No Fractional Shares. No fractional shares of Common Stock shall be
issued or delivered pursuant to the Plan or any Benefit. The Committee shall
determine whether cash, or Benefits, or other property shall be issued or paid
in lieu of fractional shares or whether such fractional shares or any rights
thereto shall be forfeited or otherwise eliminated.

     26. Duration, Amendment and Termination. No Benefit shall be granted more
than ten years after the Effective Date. The Committee may amend the Plan from
time to time or suspend or terminate the Plan at any time. Nevertheless, if the
Plan has been previously approved by the Company's stockholders, the Committee
may not, without obtaining approval within twelve months before or after such
action by such vote of the Company's stockholders as may be required, amend the
Plan if such amendment would: (i) disqualify any Incentive Stock Options granted
under the Plan; (ii) increase the aggregate number of shares of Common Stock
that may be delivered through Stock Options under the Plan; (iii) increase
either of the maximum amounts which can be paid to an individual participant
under the Plan as set forth in Section 5 hereof; (iv) change the types of
business criteria on which Performance-Based Awards are to be based under the
Plan; or (v) modify the requirements as to eligibility for participation in the
Plan. The Committee may amend the terms of any Benefit theretofore granted,

                                       13

<PAGE>

prospectively or retroactively, but no such amendment shall impair the rights of
any participant without his consent. In its sole discretion, the Committee may
reduce the exercise price for any or all outstanding Stock Options or Stock
Appreciation Rights, by repricing or replacing or offering to replace such
Benefits, at any time and on any basis it believes is appropriate and consistent
with the Plan's purposes.

     27. Governing Law. This Plan, Benefits granted hereunder and actions taken
in connection herewith shall be governed and construed in accordance with the
laws of the State of Delaware (regardless of the law that might otherwise govern
under applicable Delaware principles of conflict of laws).

     28. Effective Date.

     (a)  The Plan shall be effective as of April 21,2003, the date on which the
          Plan was adopted by the Board of Directors (the "Effective Date").

     (b)  This Plan shall terminate on April 21,2013 (unless sooner terminated
          by the Committee).



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>4
<FILENAME>a4388940ex5.txt
<DESCRIPTION>EXHIBIT 5
<TEXT>
                                                                       Exhibit 5

                          [DUANE MORRIS LLP LETTERHEAD]



                                   May 5, 2003



CopyTele, Inc.
900 Walt Whitman Road
Melville, New York  11747

Ladies and Gentlemen:

         We have acted as counsel to CopyTele, Inc. (the "Company") in
connection with the preparation of the Registration Statement on Form S-8 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission on the date hereof with respect to 15,000,000 shares of Common Stock,
par value $.01 per share (the "Shares"), of the Company being registered in
connection with the CopyTele, Inc. 2003 Share Incentive Plan (the "Plan").

         As counsel to the Company, we have examined and relied upon originals
or copies, authenticated or certified to our satisfaction, of all such corporate
records of the Company, including the resolutions of the Company's board of
directors and other records relating to the authorization, registration, sale,
and issuance of the Shares, communications or certifications of public officials
and such other documents as we have deemed relevant and necessary as the basis
of the opinions expressed herein. In making such examination, we have assumed
the genuineness of all signatures, the authenticity of all documents tendered to
us as originals, and the conformity to original documents of all documents
submitted to us as certified or photostatic copies.

         Based upon the foregoing, we are of the opinion that each authorized
and unissued Share to be issued by the Company, when issued in accordance with
the terms and conditions of the Plan, and assuming no changes in relevant law or
facts, will be validly issued, fully paid, and non-assessable.

         We hereby consent to the filing of a copy of this opinion with the
Securities and Exchange Commission as an exhibit to the Registration Statement
and any amendment thereto and to any and all references to our firm in the
Prospectus which is a part of the Registration Statement.

                                                 Very truly yours,


                                                 /s/ DUANE MORRIS LLP



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>a4388940ex23.txt
<DESCRIPTION>EXHIBIT 23
<TEXT>
                                                                      Exhibit 23



               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                  We have issued our report dated December 18, 2002 accompanying
the consolidated financial statements and schedule of CopyTele, Inc. appearing
in the 2002 Annual Report of CopyTele, Inc. on Form 10-K for the year ended
October 31, 2002, which is incorporated by reference in this Registration
Statement. We consent to the incorporation by reference in the Registration
Statement of the aforementioned report and to the use of our name as it appears
under the caption "Experts."



GRANT THORNTON LLP

Melville, New York
May 1, 2003


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