Exhibit 10.1

                             AMENDMENT NO. 1 TO THE
                    COPYTELE, INC. 2000 SHARE INCENTIVE PLAN


By resolution of the Board of Directors of CopyTele, Inc. on July 6, 2001, the
Board of Directors approved an amendment to the CopyTele, Inc 2000 Share
Incentive Plan to increase the number of shares of Common Stock that may be
issued thereunder from 5,000,000 to 10,000,000, subject to stockholders approval
at the 2001 Annual Meeting of Stockholders. The stockholders approved this
amendment on August 16, 2001.