Exhibit 10.2
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AMENDMENT NO. 3 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 February 9,
2006,  the Board of Directors  approved an amendment to the  CopyTele,  Inc 2003
Share  Incentive  Plan to increase the number of shares of Common Stock that may
be issued thereunder from 30,000,000 to 45,000,000.