Exhibit 99.3


                                 COPYTELE, INC.

                            2003 SHARE INCENTIVE PLAN

                              STOCK AWARD AGREEMENT



     THIS  AGREEMENT,  dated  April 2,  2004 is made  among  CopyTele,  Inc.,  a
Delaware corporation (the "Company") and Denis A. Krusos (the "Participant").


                                   WITNESSETH:

         1. GRANT OF AWARD.  Pursuant to the  provisions of the  CopyTele,  Inc.
2003 Share Incentive Plan, as the same may be amended, modified and supplemented
(the "Plan"),  the Company  hereby grants to the  Participant  as of the day and
year first above  written,  subject to the terms and  conditions of the Plan and
subject  further  to the terms and  conditions  herein  set  forth,  an award of
135,000  shares of common stock,  par value $.01 per share,  of the Company (the
"Stock").

         2. WITHHOLDING. The Participant acknowledges that the Company will have
certain  withholding  obligations  upon the  issuance  or  delivery of any stock
certificates representing shares of Stock awarded pursuant to this Agreement. In
the event the total amount  otherwise  payable by the Company to the Participant
is insufficient to provide the Company with all taxes which it is required to so
withhold,  the Participant  shall pay to the Company such amounts as the Company
is required to withhold in excess of such total amount otherwise  payable to the
Participant, as and when required by law.

         3. ADDITIONAL TERMS.

         (a) Construction.  The Plan and this Agreement will be construed by and
administered  under the  supervision  of the Committee (as defined in the Plan),
and all  determinations  of the  Committee  will be  final  and  binding  on the
Participant.

         (b) Dilution.  Nothing in the Plan or this  Agreement  will restrict or
limit in any way the right of the Board of  Directors of the Company to issue or
sell stock of the Company (or securities  convertible into stock of the Company)
on such  terms and  conditions  as it deems to be in the best  interests  of the
Company, including,  without limitation,  stock and securities issued or sold in
connection  with mergers and  acquisitions,  stock issued or sold in  connection
with any stock option or similar plan,  and stock issued or  contributed  to any
qualified stock bonus or employee stock ownership plan.
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         (c) Bound by Plan. The Participant  hereby agrees to be bound by all of
the  terms  and  provisions  of the Plan,  a copy of which is  available  to the
Participant upon request.

         (d) Notices. Any notice hereunder to the Company or the Committee shall
be addressed to CopyTele,  Inc.,  900 Walt  Whitman  Road,  Melville,  New York,
11747, Attention: Chief Financial Officer.

         (e)  Counterparts.  This Agreement may be executed in counterparts each
of which taken together shall constitute one and the same instrument.

         (f)  Governing  Law.  This  Agreement,  which  constitutes  the  entire
agreement of the parties  with  respect to the Stock,  shall be governed by, and
construed  and enforced in  accordance  with,  the laws of the State of New York
without regard to principles of conflicts of law.

         IN WITNESS  WHEREOF,  the  Company  has  caused  this  Agreement  to be
executed by a duly  authorized  officer of the Company and the  Participant  has
executed this Agreement, both as of the day and year first above written.

                                                     COPYTELE, INC.

                                                     /s/ Frank J. DiSanto
                                                     --------------------
                                                     Frank J. DiSanto
                                                     President




                                                     ACCEPTED:

                                                     /s/ Denis A. Krusos
                                                     --------------------
                                                     Denis A. Krusos