<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>2
<FILENAME>a5574798ex2_1.txt
<DESCRIPTION>EXHIBIT 2.1
<TEXT>
                                   Exhibit 2.1
                                   -----------


                             GDR PURCHASE AGREEMENT
                             ----------------------

This  GDR  Purchase  Agreement  (this  "Agreement")  is made on this  2nd day of
November, 2007 ("Effective Date"):

BY AND BETWEEN:

1.       Global EPC Ventures Limited,  a company  incorporated under the laws of
         British Virgin Islands,  having its registered office at British Virgin
         Islands  (hereinafter  referred to as the  "Seller",  which  expression
         shall, unless repugnant to the context or meaning thereof, be deemed to
         include their respective successors and permitted assigns); and

2.       COPYTELE  INTERNATIONAL LTD., a company  incorporated under the laws of
         the British Virgin  Islands and having its  registered  office at Icaza
         Gonzalez-Ruiz & Aleman,  (BVI) Trust Limited,  Vanterpool Plaza, Second
         Floor,  Wickham  Cay 1, Road Town,  Tortola,  British  Virgin  Islands,
         (hereinafter  referred to as the "Purchaser",  which expression  shall,
         unless  repugnant to the context or meaning  thereof,  mean and include
         its successors and permitted assigns).

(The Seller and the Purchaser will be hereinafter  referred to  collectively  as
the "Parties" and individually as a "Party").

WHEREAS:

A.       The Seller is in the process of acquiring  1,495,845 global  depository
         receipts  of  Videocon  Industries  Ltd.  ("Sale  GDRs")  from the open
         market.

B.       The  Purchaser is desirous of  purchasing  the Sale GDRs and the Seller
         has agreed to sell the Sale GDRs to the  Purchaser in  accordance  with
         the terms of this Agreement.

NOW THEREFORE,  in  consideration  of the premises and the mutual  covenants set
forth herein, the Parties hereto, intending to be legally bound, hereby agree as
follows:

1.       DEFINITIONS AND INTERPRETATION

1.1      In this Agreement,  unless repugnant to the context or meaning thereof,
         the following capitalized terms shall have the following meanings:

         (a)       "Completion" shall mean the completion of the Transaction  in
                   accordance with the terms of this Agreement;

         (b)       "Person"  shall  mean  any  natural  person,  firm,  company,
                   governmental authority, joint venture, association,
                   partnership or other entity (whether or not having separate
                   legal personality);

         (c)       "Purchase Consideration" has the  meaning  ascribed  to  such
                   term in Clause 2.1 herein; and

                                       1
<PAGE>

         (d)       "Transfer" shall mean and  include  any  direct  or  indirect
                   sale, assignment, lease, transfer, pledge, gift,  encumbrance
                   or other disposition of or the subjecting to an  encumbrance
                   of, any property, asset, right or privilege  or  any interest
                   therein or thereto.

1.2      In this Agreement:

         (a)       Words importing the singular  include  the  plural  and  vice
                   versa.

         (b)       The  words "include"  and "including"  are  to  be  construed
                   without limitation.

         (c)       Reference to  statutes  shall  include  any  modification  or
                   amendment thereto and re-enactment or extension  thereof  for
                   the time being in force.

         (d)       Headings and bold typeface are only for convenience and shall
                   be  ignored  for  the  purpose  of   interpretation  of  this
                   Agreement.

2.       SALE AND PURCHASE

2.1      The Purchaser  hereby agrees to purchase from the Seller and the Seller
         hereby agree to sell to the Purchaser,  as legal and beneficial owners,
         the Sale GDRs together with all rights,  title and interest therein, at
         a price  of US$  10.83  per  Sale GDR  amounting  to a total  aggregate
         consideration of US$16,200,000 (Sixteen Million Two Hundred Thousand US
         Dollars) (the "Purchase Consideration"), free from all encumbrances and
         together  with all rights,  interest and benefits  appertaining  to the
         Sale GDRs (the "Transaction").

2.2      The transactions shall be completed on or before 30th day from the date
         of execution of this Agreement, as set out in clause 4 hereunder.

2.3      The Seller hereby agrees and undertakes  that,  until  Completion,  the
         Seller shall not Transfer any interest or create any encumbrance on any
         of the Sale GDRs held by them.

2.4      At the request of the Seller,  the Purchaser shall on November 6, 2007,
         cause the  Purchase  Consideration  to be paid by way of advance to the
         Seller, by issuing irrevocable  instructions to its bank, ICICI Bank UK
         plc,  London,  to transfer the Purchase  Consideration  to the Seller's
         bank  accounts,  as per  the  details  given  in  Schedule  I  attached
         herewith, and furnish a copy of such instructions, duly acknowledged by
         Purchaser's  bank,  to the  Seller.  Seller  shall  hold  the  Purchase
         Consideration  advanced by Purchaser separate from Seller's other funds
         and shall use the Purchase  Consideration advanced by Purchaser for the
         sole purpose of acquiring the Sale GDRs.

2.5      If Completion  and the transfer of all of the Sale GDRs to Purchaser as
         provided herein does not occur on or before the 30th day after the date
         of execution of this Agreement,  then,  immediately  after the 30th day
         after the date of execution of this  Agreement,  the Seller shall cause
         all of the Purchase Consideration advanced to Seller pursuant to Clause
         2.4 to be returned to the Purchaser by issuing irrevocable instructions
         to Seller's bank to transfer the Purchase  Consideration to Purchaser's
         account  at ICICI  Bank UK plc,  London,  and to furnish a copy of such
         instructions, duly acknowledged by Seller's bank, to the Purchaser.

                                       2
<PAGE>

3.       CONDITIONS PRECEDENT

3.1      The obligation of the Purchaser to purchase the Sale GDRs is subject to
         the fulfillment,  prior to or simultaneously on the Completion Date, of
         all of the following conditions  ("Conditions  Precedent") and delivery
         and  execution  of  the  following   items  in  a  form  and  substance
         satisfactory to the Purchaser,  unless any one or more of the following
         is waived in writing by the Purchaser:

         (a)       Completion of the purchase of the Sale GDRs by the Seller;

         (b)       The Parties shall have duly attended to and  carried out  all
                   corporate procedures  that are required under  applicable law
                   in connection with this Agreement and the completion  of  the
                   Transaction contemplated herein,  including approval from the
                   board of directors and shareholders,  as may be required, for
                   the execution,  delivery and performance  by  the  Parties of
                   this Agreement.

4.       COMPLETION

4.1      Completion  shall take place  within a period of Thirty  (30) days from
         the date of execution of this Agreement  ("Completion Date") or on such
         other date as may be agreed to between the Parties in writing.

4.2      At Completion,  the following  shall occur  simultaneously  and no such
         transaction  shall be  consummated  unless  all such  transactions  are
         consummated:

         (a)       The  Seller  shall deliver  to  the  Purchaser  the  original
                   document/slip/receipt evidencing  holding of the Sale GDRs by
                   the Seller as well as evidence that the Seller are the owners
                   and  are absolutely entitled to the Sale GDRs,  in a form and
                   manner as required by the Purchaser.

         (b)       The     Seller     shall    sign    the  required    transfer
                   slips/receipt/transfer documents for effecting and evidencing
                   the transfer of the Sale GDRs and  forward the  same  to  the
                   concerned   depository   in   order  to  get  the  Sale  GDRs
                   transferred in the name of  the  Purchaser and enter the name
                   and other details of the Purchaser  as the holder of the Sale
                   GDRs in all relevant records.

5.       REPRESENTATIONS AND WARRANTIES

5.1      Each Party hereby make the following  representations and warranties to
         the other  Party,  each of which is true and  correct  in all  material
         respects as of the  Effective  Date and will be true and correct in all
         material respects as of the Completion Date:

         (a)       this Agreement is being executed by an officer of such Party,
                   duly authorized by the Board to enter  into  this  Agreement,
                   and  no  further  corporate  proceedings of  such  Party  are
                   necessary in law, or  otherwise, for the execution, delivery,
                   and performance of this Agreement;

         (b)       it has full corporate power  and  authority  to  execute  and
                   deliver this Agreement and to  perform  all  of  its  duties,
                   obligations  and  responsibilities  arising  or created under
                   this Agreement. This Agreement when executed and delivered by
                   such  Party  shall  constitute  valid  and   legally  binding
                   obligations of such Party, enforceable in accordance with its
                   terms;

                                       3
<PAGE>

         (c)       the execution, delivery and performance of this  Agreement by
                   such  Party will not, conflict with, result in a breach of or
                   default under any applicable law or regulation, or any order,
                   writ,  injunction  or  decree of  any  court or  governmental
                   authority, or any agreement,  arrangement  or  understanding,
                   written or oral,  to which such  Party is a party or by which
                   such Party or any of its assets are bound; and

         (d)       there  is no litigation  pending  or,  to  the  best  of  its
                   knowledge,  threatened   against  it,  which   questions  the
                   validity or enforceability of this  Agreement or  any of  the
                   transactions contemplated herein.

5.2      In addition, the Seller hereby makes the following  representations and
         warranties to the  Purchaser,  clauses 5.2(f) and (g) of which are true
         and correct in all material  respects as of the Effective  Date and all
         of which will be true and  correct in all  material  respects as of the
         Completion Date:

         (a)       the Seller is fully  entitled  and  authorized to acquire and
                   sell the  Sale GDRs in the manner  and  upon  the  terms  and
                   conditions contained in this Agreement;

         (b)       the Seller is the absolute legal and  beneficial owner,  free
                   of all encumbrances,  of the Sale GDRs,  has validly acquired
                   and is  authorized to  validly hold the  Sale  GDRs  and  all
                   relevant approvals, permits and authorizations in this regard
                   have been obtained and are currently in force and effect;

         (c)       the  Sale  GDRs  are  freely  transferable by the  Seller  in
                   accordance  with  the terms and conditions of this  Agreement
                   and are not subject to any pre-emption rights,  lock-in,  non
                   disposal obligations or rights of first refusal for transfers
                   thereof in favour of any Person, whether contractual or
                   otherwise;

         (d)       there  are   no   options,   agreements   or   understandings
                   (exercisable  now  or  in  the   future  and   contingent  or
                   otherwise) which entitle or may entitle any  Person to create
                   or require to be created any encumbrance over any of the Sale
                   GDRs held by the Seller;

         (e)       the Purchaser will acquire  a valid  and  marketable title to
                   the  Sale GDRs held by the  Seller  and the  Sale  GDRs to be
                   delivered by the Seller to the  Purchaser  pursuant  to  this
                   Agreement will be, when delivered,  duly authorized,  validly
                   issued,  fully  paid-up  and will be free and  clear  of  all
                   encumbrances and third party rights and interests;

         (f)       the Seller is a company duly organized  and validly  existing
                   under the laws of  Cayman  Islands  and has  full  power  and
                   authority to enter into this  Agreement  and  has  taken  all
                   necessary   corporate   approvals    (including   Board   and
                   shareholders  approval, if applicable), approvals of lenders,
                   and any other consents, approvals and authorizations for the
                   execution, delivery, and performance of this Agreement;

         (g)       the Purchaser has no liability or  obligation to pay any fees
                   or commissions to any broker, finder or agent with respect to
                   the transactions contemplated by this Agreement.

                                       4
<PAGE>

5.3      In addition,  the Purchaser hereby makes the following  representations
         and warranties to the Seller,  all of which are true and correct in all
         material respects as of the Effective Date and will be true and correct
         in all material  respects as of the Completion Date: the Purchaser is a
         company  duly  organized  and  validly  existing  under the laws of the
         British  Virgin  Islands and has full power and authority to enter into
         this  Agreement  and  has  taken  all  necessary   corporate  approvals
         (including Board and shareholders  approval, if applicable),  approvals
         of lenders,  and any other consents,  approvals and  authorizations for
         the execution, delivery, and performance of this Agreement.

6.       INDEMNITY

6.1      Without  prejudice  to the other  rights of the  Purchaser,  the Seller
         agrees to  indemnify,  defend  and hold  harmless  the  Purchaser,  its
         shareholders,  its affiliates and their respective directors, officers,
         representatives,  employees and agents (the "Indemnified Persons") from
         and against  any and all claims,  actions,  demands,  losses,  damages,
         liability and  judgements  including  such costs,  attorney's  fees and
         expenses as may be awarded by a court/arbitral  tribunal  (collectively
         "Damages"), incurred by the Purchaser, as a result of, arising from, or
         in connection with or relating to any matter  inconsistent with, or any
         breach or  inaccuracy  of any  representation,  warranty,  covenant  or
         agreement  made or failure to  perform  (whether  in whole or part) any
         obligation  required  to be  performed  by the Seller  pursuant to this
         Agreement.

7.       CONFIDENTIALITY

7.1      The Seller  shall keep all  information  relating  to the other  Party,
         information relating to the Transaction and the Agreement (collectively
         referred to as the  "Information")  confidential.  The Seller shall not
         issue any public release or public  announcement  or otherwise make any
         disclosure  concerning this Agreement,  the other Transaction Documents
         and/or  the  Transaction,  without  the  prior  approval  of the  other
         Parties.

7.2      Except  for  the  press  release  to be  issued  by  the  Purchaser  or
         Purchaser's parent entity and the required disclosures to be filed with
         the US  Securities  and Exchange  Commission,  no other press  release,
         notice,  disclosure  or any other  publicity  concerning  the  proposed
         transaction  shall be issued,  given or  disseminated  by the aforesaid
         without the prior written approval of the other.

7.3      Notwithstanding  anything  contained  herein above,  nothing  contained
         herein shall affect the ability of the Purchaser to:

        (a)        disclose  information  relating  to the  Transaction  to  its
                   employees, directors or professional  advisers  including  to
                   its affiliates or investors;

        (b)        disclose information to any of the regulatory authorities  or
                   other  person pursuant to the terms of  applicable  law,  any
                   press release  as may be  statutorily  required  and  in  the
                   Web site of the Purchaser,

         (c)       to the  extent that such  Information is in the public domain
                   other than by breach of this Agreement;

                                       5
<PAGE>

         (d)       to the extent that any of  such  Information  is / are  later
                   acquired by the Purchaser from a source not obligated to  any
                   other  Party   hereto,   or  its  affiliates,  to  keep  such
                   Information confidential;

         (e)       to the  extent  that any of such  Information was  previously
                   known or already in the lawful  possession of the  Purchaser,
                   prior to disclosure by any other Party hereto; and

         (f)       to the extent that any information, materially similar to the
                   Information, shall have been  independently  developed by the
                   Purchaser without reference to any Information furnished by
                   any other Party hereto,

         without obtaining the prior written consent of the Seller.

8.       COSTS AND EXPENSES

8.1      Each Party  agrees that it shall bear by itself all costs and  expenses
         incurred by it in connection  with any  discussions,  negotiations  and
         investigations undertaken in connection with the subject matter hereof,
         including  without  limitation  costs  and  expenses   associated  with
         retention of financial, legal, tax and other professional advisers.

8.2      All costs and expenses in relation to and for the  consummation  of the
         Transaction  including  the  expenses  relating to transfer of the Sale
         GDRs and other  charges  payable in respect of the transfer of the Sale
         GDRs and the execution of the Agreement shall be borne by the Seller.

9.       GOVERNING LAW AND DISPUTE RESOLUTION

9.1      Governing Law
         -------------

         This Agreement and all matters  relating  hereto,  shall be governed by
         England.

9.2      Dispute resolution
         ------------------

         (a)       In the event any Party is in breach of any of  the  terms  of
                   this  Agreement,  another  Party  may serve written notice to
                   require the Party in breach to cure such breach within thirty
                   (30) days of the receipt of such written notice thereof.

         (b)       In the  case of any  dispute  or  claim  arising out of or in
                   connection with or relating to this Agreement,  or the breach
                   (where such breach has not been cured by the  Party in breach
                   within  thirty  (30)  days  of  a  written  notice  thereof),
                   termination or invalidity hereof,  the  Parties shall attempt
                   to first resolve such dispute  or  claim through  discussions
                   between senior executives of the Investor.

         (c)       If  the  dispute  is  not  resolved  through such discussions
                   within thirty (30) days after  one Party has served a written
                   notice on the  other  Party  requesting  the  commencement of
                   discussions,  dispute  or  claim  shall be finally settled by
                   arbitration   under   the   United  Nations  Commission    on
                   International Trade  Law  Arbitration  Rules  (the  "UNCITRAL
                   Rules")  as are in force at the time of any such arbitration.
                   For the  purpose of such  arbitration,  there  shall  be  one
                   arbitrator jointly  appointed by  the Parties,  failing which
                   there shall be three (3)  arbitrators in accordance with  the

                                       6
<PAGE>

                   UNCITRAL Rules (the "Arbitration Board").  The  Company shall
                   appoint one arbitrator,  and the Investor  shall appoint  one
                   arbitrator. The two arbitrators shall then jointly appoint  a
                   third  arbitrator,   who  shall  serve  as  Chairman  of  the
                   Arbitration Board.

         (d)       All arbitration proceedings shall be conducted in the English
                   language and the place of arbitration  shall  be  in  London,
                   England, United Kingdom.

         (e)       Each Party shall co-operate in good faith to expedite (to the
                   maximum  extent practicable)  the  conduct  of  any  arbitral
                   proceedings commenced under this Agreement.

         (f)       The costs and expenses  of the  arbitration,  including,  the
                   fees of the third arbitrator on the  Arbitration Board, shall
                   be borne equally by each  Party to the dispute  or  claim and
                   each Party shall pay its own fees,  disbursements  and  other
                   charges of  its counsel  and the arbitrators nominated by it,
                   except as may be  otherwise  determined  by  the  Arbitration
                   Board.  The  Arbitration Board  would have the power to award
                   interest  on any  sum  awarded  pursuant  to the  arbitration
                   proceedings and such sum would carry  interest,  if  awarded,
                   until the actual payment of such amounts.

         (g)       Any award made by the  Arbitration  Board shall be final  and
                   binding on each of the  Parties  that  were  parties  to  the
                   dispute.

10.      NOTICES

10.1     Each  notice,  demand or other  communication  given or made under this
         Agreement  shall be in writing and  delivered  or sent to the  relevant
         Party at its address or fax number set out below (or such other address
         or fax number as the  addressee  has by seven (7) Business  Days' prior
         written notice specified to the other Parties).  Any notice,  demand or
         other  communication given or made by letter between countries shall be
         delivered by registered airmail or international  courier service.  Any
         notice,  demand or other  communication  so  addressed  to the relevant
         Party shall be deemed to have been delivered (a) if delivered in person
         or by messenger,  when proof of delivery is obtained by the  delivering
         Party,  (b) if sent by post within the same  country,  on the fifth day
         following posting, and if sent by post to another country, on the tenth
         day following  posting,  and (c) if given or made by fax, upon dispatch
         and the receipt of a transmission report confirming  dispatchAny notice
         or other  communications  required or permitted  hereunder to any party
         shall be in  writing  and  shall be  sufficiently  given if  personally
         delivered  or sent by  overnight  courier,  first  class mail - postage
         prepaid or  transmitted  by  facsimile  (with  confirming  copy sent by
         airmail) or other form of  recorded  communication  such as  electronic
         mail:

10.2     The initial address and facsimile for  the  Parties for the purposes of
         the Agreement are:


         If to the Purchaser:
         --------------------

         Name            :       CopyTele International Ltd.

         Address         :       c/o CopyTele, Inc.
                                 900 Walt Whitman Road
                                 Melville, New York 11747

                                       7
<PAGE>

         Attention       :       Mr. Denis A. Krusos


         Facsimile       :       631-549-5974

         Telephone       :       631-549-5900


         If to the Seller:
         -----------------


         Name            :       Global EPC Ventures Limited

         Address         :       P.O. BOX 196, Post code 124, Rusayl Industrial
                                 Area, Sultanate of Oman

         Attention       :       Mr. Sanjay Karwa

         Facsimile       :       0096 824446166

         Telephone       :       0096 895343648

11.      MISCELLANEOUS

11.1     Nature of Agreement
         -------------------

         It is  understood  that the  Purchaser  and the Seller are  independent
         entities  engaged in the conduct of their respective  businesses.  This
         Agreement  shall not  constitute  them as the agent or  partner of each
         other for any purpose whatsoever.

11.2     Amendment
         ---------

         No  modifications  or amendment of this  Agreement and no waiver of the
         terms or conditions hereto shall be binding unless made specifically in
         writing duly executed by the authorised representative of the Parties.

11.3     Severability
         ------------

         If any  provision  of this  Agreement  is invalid or  unenforceable  or
         prohibited for any reason, this Agreement shall be considered divisible
         as to such provision  which shall be inoperative  and shall not be part
         of the  consideration  moving from either of the Parties  hereto to the
         other and the remainder of this Agreement shall be valid and binding.

11.4     Waivers
         -------

         No waiver of any provision of this Agreement shall be effective  unless
         set forth in a written  instrument  signed  by the Party  waiving  such
         provision. No forbearance, indulgence or relaxation of any party at any
         time to require performance of any provision of this Agreement shall in

                                       8
<PAGE>

         any way  affect,  diminish  or  prejudice  the  right of such  Party to
         require   performance   of  the  same   provision  and  any  waiver  or
         acquiescence  by any  Party  of any  breach  of any  provision  of this
         Agreement  shall not be  construed as a waiver or  acquiescence  of any
         continuing or  succeeding  breach of such  provisions,  a waiver of any
         continuing or  succeeding  breach of such  provisions,  a waiver of any
         right  under or arising out of this  Agreement  or  acquiescence  to or
         recognition   of  rights  and/or   position  other  than  as  expressly
         stipulated in this Agreement.

11.5     Specific Performance
         --------------------

         The  Parties  agree  that  the  Purchaser   shall  be  entitled  to  an
         injunction,  restraining order,  right for recovery,  suit for specific
         performance  or such  other  equitable  relief as a court of  competent
         jurisdiction  may deem  necessary or appropriate to restrain the Seller
         from  committing  any  violation or to enforce the  performance  of the
         covenants, representations and obligations contained in this Agreement.
         These  injunctive  remedies are  cumulative  and are in addition to any
         other rights and remedies the Parties may have at law or in equity.

11.6     Exclusion
         ---------

         This  Agreement  is personal  to the Parties  hereto and the rights and
         obligations  arising  hereunder  shall not be assignable by them except
         with the prior written consent of the other Parties hereto.

11.7     Counterparts
         ------------

         This Agreement may be executed in one or more counterparts and all such
         counterparts shall together constitute one agreement binding on all the
         parties  notwithstanding that all of the Parties are not signatories to
         the original or same counterpart.

11.8     No Agency
         ---------

         No  Party  shall  act as an  agent  of the  other  Parties  or have any
         authority to act for or to bind the other Parties.

11.9     Entire Agreement
         ----------------

         This  Agreement  constitutes  the whole  agreement  between the Parties
         relating  to  the  subject  matter  hereof  and  supersedes  any  prior
         agreements or understandings relating to such subject matter.

11.10    No Assignment
         -------------

         Subject to the provisions of this Agreement, this Agreement is personal
         to the Company  and the Seller and shall not be capable of  assignment.
         Notwithstanding  the  aforesaid,  the  Purchaser  may assign any of its
         rights under this Agreement to any Person.

11.11    No Third Party Beneficiaries
         ----------------------------

         This Agreement does not create, and shall not be construed as creating,
         any rights  enforceable  by any  person  not a party to this  Agreement
         (except as provided in Clause 6) under the  Contracts  (Rights of Third
         Parties) Act 1999 or otherwise.

                                       9
<PAGE>

IN WITNESS  WHEREOF,  the Parties have  executed  this  Agreement as of the date
first written above.

FOR AND ON BEHALF OF

GLOBAL EPC VENTURES LIMITED


By: /s/ Sanjay Karwa
    ----------------

Name: SANJAY KARWA

Title: AUTHORISED SIGNATORY




COPYTELE INTERNATIONAL LTD.


By: /s/ Denis A. Krusos
    -------------------

Name: DENIS A KRUSOS

Title: CHAIRMAN & CEO


                                       10
</TEXT>
</DOCUMENT>
