Exhibit 10.1
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AMENDMENT NO. 2 TO THE
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COPYTELE, INC. 2003 SHARE INCENTIVE PLAN
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     By  resolution  of the Board of Directors of CopyTele,  Inc. on October 31,
2005,  the Board of Directors  approved  amending the  CopyTele,  Inc 2003 Share
Incentive  Plan (the "Plan") by replacing  Section 5 of the Plan in its entirety
with the following new paragraph:


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  30,000,000  shares of  Common  Stock,  which may be
authorized and unissued or treasury  shares,  subject to any adjustments made in
accordance with Section 18 hereof. 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.