THIS AGREEMENT made the day of 2000 BETWEEN GERARD CONLON of 45 Glenwood, Carrigaline, Co. Cork (hereinafter called the "Vendor") of the one part and STOCKER & YALE INC. a Massachusetts corporation with a principal place of business located at 32...

THIS AGREEMENT made the    day of         2000 BETWEEN XXXXXX XXXXXX of 00
Xxxxxxxx, Xxxxxxxxxxx, Xx. Xxxx (hereinafter called the "Vendor") of the one
part and XXXXXXX & YALE INC. a Massachusetts corporation with a principal
place of business located at 00 Xxxxxxxxx Xxxx, Xxxxx, Xxx Xxxxxxxxx, XXX
(hereinafter called the "Purchaser").

NOW IS IT HEREBY AGREED AS FOLLOWS:

1.       DEFINITIONS

 .1       In this Agreement, unless the context otherwise requires, the following
         words and expressions shall have the following meanings:

         "Company" means Corkopt Limited, a company registered in Ireland under
         registration number 218133.

         "Completion" means completion under clause 9 of this Agreement.

         "Contract Date" means the date of this Agreement.

         "Completion Date" means the date of completion of the Sale of the
         Shares being the date on which the share certificates for the Shares
         are delivered to the Purchaser.

         "Latest Completion Date" means the 30th day of June 2000.

         "Issued Share Capital" means the entire issued share capital of the
         Company comprising the following: 31, 312 "A" ordinary shares of
         (pound)1 each, 36,534 "C" ordinary shares of (pound)1 each, 10,000
         redeemable preference shares of (pound)1 each, BUT EXCLUDING the
         297,000 "B" ordinary shares of (pound)1 each issued under the Business
         Expansion Scheme.

         "Shares" means 519 "A" ordinary shares of IR(pound)1 each in the share
         capital of the Company registered in the name of the Vendor.

1.2      "Warranties" means the warranties to be given by the Vendor as set out
         in the Schedule hereto.



2.       Words denoting the singular shall include the plural and vice versa.
         Words denoting any gender shall include all genders and words
         denoting persons shall include corporations.


2.1      SALE AND PURCHASE

Subject to clause 3 below, the Vendor shall sell as beneficial owner and the
Purchaser shall purchase the Shares free from all liens, charges and
encumbrances and with all rights now or hereafter attaching thereto with effect
from completion.



3.       CONDITION PRECEDENT

The within sale is subject to the Purchaser on or prior to the Completion Date
acquiring all of the Issued Share Capital. If the Purchaser has not acquired the
entirety of the Issued Share Capital by the Latest Completion Date, the
Purchaser may by notice in writing rescind the within Agreement which shall then
be at an end.

4.       PURCHASE PRICE

4.1      In consideration for the transfer of the Shares, the Purchaser will
         issue to the Vendor    Shares of the Purchaser's common stock
         (hereinafter called "the Allotment Shares"), subject to the
         adjustment referred to at subclause 4.2, on the Completion Date.

4.2      At completion, the following adjustments shall be made to the number
         of the Allotment Shares.

         If the average closing price of the Purchaser's Common Stock for the
         five business days preceding the Contract Date (hereinafter called the
         "Completion Price") is less than $35 per share, then the number of
         shares comprised in the Allotment Shares will be increased to the
         number derived from dividing $2,205,000 by 75% of the Completion Price.
         If the Closing Price is greater than $48 per share, the number of
         shares comprising the Allotment Shares will be decreased to the number
         derived from dividing $2,205,000 by 75% of the Completion Price.

5.       REPRESENTATIONS AND WARRANTIES OF PURCHASER.

         As a material inducement to the Vendor to enter this Agreement and sell
         the Shares, the Purchaser hereby represents and warrants to the Vendor
         as follows:

5.1      Organization; Power. The Purchaser is a Company duly incorporated and
         validly existing under the laws of the State of Massachusetts, and has
         all requisite corporate power and authority to enter into this
         Agreement and perform its obligations hereunder.

5.2      Authorization. The execution, delivery, and performance by the
         Purchaser of this Agreement and all other agreements contemplated
         hereby to which the Purchaser is a party have been duly and validly
         authorized by all necessary corporate action of the Purchaser, and this
         Agreement and each such other agreement, when executed and delivered by
         the parties thereto, will constitute the legal, valid, and binding
         obligation of the Purchaser enforceable against it in accordance with
         its terms, except as enforceability may be limited by applicable
         bankruptcy, insolvency, and similar statutes affecting creditors'
         rights generally and judicial limits on equitable remedies.

5.3      No Conflict with Other Instruments or Agreements. The execution,
         delivery, and performance by the Purchaser of this Agreement and all
         other agreements contemplated hereby to which the Purchaser is a party
         will not result in a breach or violation of, or constitute a default
         under, its Articles of Incorporation or Bylaws or any material
         agreement to which the Purchaser is a party or by which the Purchaser
         is bound.

5.4      Governmental Authorities.

         (i) the Purchaser is not required to submit any notice, report, or
         other filing with any governmental or regulatory authority in
         connection with the execution and delivery by the Purchaser of this
         Agreement and the consummation of the purchase and




         (ii) no consent, approval, or authorization of any governmental or
         regulatory authority is required to be obtained by the Purchaser or any
         affiliate in connection with the Purchaser's execution, delivery, and
         performance of this Agreement and the consummation of this purchase.

5.5      Litigation. There are no actions, suits, proceedings, or governmental
         investigations or inquiries pending or, to the knowledge of the
         Purchaser, threatened against the Purchaser or its properties, assets,
         operations, or businesses that might delay, prevent, or hinder the
         consummation of this purchase.

5.6      Tax Liability. To the extent the Purchaser deems necessary, the
         Purchaser has reviewed with the Purchaser's own tax advisors the
         federal, state, local and foreign tax consequences of this investment
         and the transactions contemplated by this Agreement. The Purchaser
         relies solely on such advisors and not on any statements or
         representations of the Company or any of its agents. The Purchaser
         understands that the Purchaser (and not the Company) shall be
         responsible for the Purchaser's own tax liability that may arise as a
         result of this investment or the transactions contemplated by this
         Agreement.

5.7      Disclosure. To the Purchasers knowledge this agreement when taken a
         whole does not contain any untrue statement of a material fact
         concerning the Purchaser or omit to state a material fact necessary in
         order to make the statements concerning the Purchaser contained herein
         not misleading.

5.8      Litigation. There are no actions, suits, proceedings or investigations
         pending against the Purchaser or the Purchaser's properties before any
         court or governmental agency (nor, to the Purchaser's knowledge, is
         there any threat thereof) which would impair in any way the Purchaser's
         ability to enter into and fully perform the Purchaser's commitments and
         obligations under this Agreement or the transactions contemplated
         hereby.

5.9      Compliance with Other Instruments. The execution, delivery and
         performance of and compliance with this Agreement, and the issuance of
         shares will not result in any material violation of, or conflict with,
         or constitute a material default under, any Purchaser's articles of
         incorporation or bylaws or any of the Purchaser's material agreements
         nor result in the creation of any mortgage, pledge, lien, encumbrance
         or charge against any of the assets or properties of the Company or the
         Shares.

5.10     No Brokers or Finders Fees. The Purchaser has not, and will not, incur,
         directly or indirectly, as a result of any action taken by the
         Purchaser, any liability for brokerage or finders' fees or agents'
         commissions or any similar charges in connection with this Agreement.

6.       CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PURCHASER AND THE VENDOR

6.1      Each and every obligation of the Vendor under this Agreement is subject
         to the satisfaction, at or before the Completion Date, of each of the
         following conditions:

         1.       Representations and Warranties; performance. Each of the
                  representations and warranties made by the Purchaser herein
                  will be true and correct in all material respects as of the
                  Completion Date with the same effect as though made at that
                  time except for changes contemplated, permitted or required by
                  this Agreement; the Purchaser will have performed



                  and complied with all agreements, covenants and conditions
                  required by this Agreement to be performed and complied with
                  by it prior to the Completion Date; and the Vendor will
                  have received at the Closing a certificate of the Purchaser
                  signed by the President and the Chief Financial Officer of
                  the Purchaser stating that each of the representations and
                  warranties made by the Purchaser herein is true and correct
                  in all material respects as of the Closing except for changes
                  contemplated, permitted or required by this Agreement and
                  that the Purchaser has performed and complied with all
                  agreements, covenants and conditions required by this
                  Agreement to be performed and complied with by it prior
                  to the Closing.

         2.       No Proceeding or Litigation. No action, suit, or proceeding
                  before any court (other than suits seeking monetary damages
                  only and in the aggregate sum of less than $10,000) and any
                  governmental or regulatory authority will have been commenced
                  and be continuing, and no investigation by any governmental or
                  regulatory authority will have been commenced and be
                  continuing, and no action, investigation, suit, or proceeding
                  will be threatened at the time of Closing, against the Vendor,
                  the Company, or the Purchaser or any of their affiliates,
                  associates, officers, or directors, seeking to restrain,
                  prevent, or change this purchase, questioning the validity or
                  legality of this purchase, or seeking damages in connection
                  with this purchase.

         3.       Corporate Action. The Purchaser will have furnished to the
                  Vendor a copy, certified by the Secretary or an Assistant
                  Secretary of the Purchaser, of the resolutions of the
                  Purchaser authorizing the execution, delivery, and performance
                  of this Agreement.

6.2      Each and every obligation of the Purchaser under this Agreement is
         subject to the satisfaction at or before the Completion Date of each of
         the following conditions:

         1.            Representations and Warrants; performance. Each of the
                  representations and warranties made by the Vendor herein will
                  be true and correct in all material respects as of the
                  Completion Date with the same effect as though made at that
                  time except for changes contemplated, permitted or required by
                  this Agreement; the Vendor will have performed and complied
                  with all agreements, covenants and conditions required by this
                  Agreement to be performed and complied with by it prior to the
                  Closing; and the Purchaser will have received at the closing
                  the Warranties executed under the seal of the Vendor and the
                  Vendor has performed and complied with all agreements,
                  covenants and conditions required by this Agreement to be
                  performed and complied with by it prior to the Closing.

         2.            No Proceeding or Litigation. No action, suit, or
                  proceeding before any court and any governmental or
                  regulatory authority will have been commenced and be
                  continuing, and no investigation by any governmental or
                  regulatory authority will have been commenced and be
                  continuing, and no action, investigation, suit, or proceeding
                  will be threatened at the time of Closing, against the
                  Vendor, the Company, or the Purchaser or any of their
                  affiliates, associates, officers, or directors, seeking to
                  restrain, prevent, or change this purchase, questioning the
                  validity or legality of this purchase, or seeking damages in
                  connection with this purchase.



7.       SECURITIES

7.1      The Vendor is acquiring the Purchasers Common Stock for investment for
         the Vendors own account, not as a nominee or agent, and not with the
         view to, or for resale in connection with, any distribution thereof.
         The Vendor understands that the Purchaser's Common Stock has not been,
         and will not be, registered under the Securities Act of 1933 (the
         "Securities Act") or the securities laws of any state by reason of a
         specific exemption from the registration provisions of the Securities
         Act and the applicable state securities laws, the availability of which
         depends upon, among other things, the bona fide nature of the
         investment intent and the accuracy of the Vendors' representations as
         expressed herein. The Vendor is acquiring the Shares without
         expectation, desire, or need for resale and not with the view toward
         distribution, resale, subdivision or fractionalization of the Shares.
         The jurisdiction of residence of theVendor is the Republic of Ireland
         and the offer and sale of the Purchaser's Common Stock to such Vendor
         will take place in such jurisdiction. The Vendor is knowledgeable and
         experienced in making of investments of the type involved in the
         acquisition of the Purchaser's Common Stock pursuant to this Agreement
         and is able to bear the economic risk of loss of its investment in
         Purchaser. The Vendor has received and reviewed a copy of Purchaser's
         most recent Annual Report on Form 10-K and a proxy statement and has
         been granted the opportunity to ask such questions regarding the
         Purchaser's affairs either directly or through its authorized
         representative as deemed necessary in respect of the Vendor's decision
         to acquire Purchaser Common Stock pursuant to this Agreement.

7.2      The Vendor understands that the Purchaser's Common Stock cannot be
         resold in a transaction to which the Securities Act and state
         securities laws apply unless (i) subsequently registered under the
         Securities Act and applicable state securities laws of (ii) exemptions
         from such registrations are available. The Purchaser is aware of the
         provisions of Rule 144 promulgated under the Securities Act which
         permit limited resale of shares purchased in a private transaction
         subject to the satisfaction of certain conditions.

7.3      The Vendor understand that the certificates for the Purchaser's Common
         Stock will bear a legend substantially similar to the following:

         THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933. THE COMPANY WILL NOT TRANSFER THIS CERTIFICATE UNLESS (i) THERE
         IS AN EFFECTIVE REGISTRATION COVERING THE SHARES REPRESENTED BY THIS
         CERTIFICATE UNDER THE SECURITIES ACT OF 1933 AND ALL APPLICABLE STATE
         SECURITIES LAWS, (ii) IT FIRST RECEIVES A LETTER FROM AN ATTORNEY,
         ACCEPTABLE TO THE BOARD OF DIRECTORS OR ITS AGENTS, STATING THAT IN THE
         OPINION OF THE ATTORNEY THE PROPOSED TRANSFER IS EXEMPT FROM
         REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND UNDER ALL APPLICABLE
         STATE SECURITIES LAWS OR (iii) THE TRANSFER IS MADE PURSUANT TO RULE
         144 UNDER THE SECURITIES ACT OF 1933.


8.       VENDORS UNDERTAKING.

         For the purpose of assuring to the Purchaser the full benefit of the
         Business and goodwill of the



         Company the Vendor undertakes with the Purchaser that for the period
         of two years after Completion the Vendor will not carry on or be
         engaged in competition with the Business of the Company either on his
         own behalf of in conjunction with or on behalf of any other person,
         firm or body corporate. The Business of the Company means the
         manufacture of illumination products including but not limited to
         light emitting diodes (LED), lasers, fibre optics and fluorescent
         illuminators used in industrial inspection applications.

9.       COMPLETION

9.1      Completion shall take place at the offices of Xxxxx Xxxx Xxxxxx
         Solicitors, 00 Xxxxx Xxxx, Xxxx on the Completion Date and all matters
         set out at subclauses 9.2 and 9.3 shall be effected.

9.2      The Purchaser shall furnish on completion:

         i.   Original share/stock certificates in relation to the Allotment
              Shares registered in the name of the Vendor.

        ii.   Certificate of Purchaser pursuant to clause 6.1.2 and,

       iii.   Certified copy Resolution of Purchaser pursuant to clause 6.1.3

9.3      The Vendor shall deliver to the Purchaser:

         i.   Duly completed and signed share transfer accompanied by the
              relative share certificate in respect of the Shares in favour
              of the Purchaser.

        ii.   The Warranties executed under the seal of the Vendor.

10.      AGREEMENT

This Agreement constitutes the whole agreement between the parties hereto
relating to its subject matter and no variations hereof shall be effective
unless in writing.

11.      CLAUSE HEADINGS

The clause headings in this Agreement are for the convenience of the parties
only and shall not affect its interpretation.

12.      GOVERNING LAW

The construction, validity and performance of this Agreement shall be governed
by the laws of Ireland.



                                    SCHEDULE

Warranties

1.       The Vendor is the sole beneficial owner of the Shares and the Purchaser
         on Completion will have good and marketable title to the Shares and the
         Shares are free from all liens, charges and encumbrances.

2.       There are no agreements or arrangements in force, other than this
         Agreement which grant to any person the right to call for the transfer
         of the shares.

3.       The Vendor does not have any material right or interest, direct or
         indirect in any business which is, or is likely to become competitive
         with the Business of the Company.


SIGNED by the Vendor
in the presence of;


SIGNED for and on behalf
of the Purchaser in the
presence of;



                                      Dated the           day of         2000


                                      XXXXXX XXXXXX
                                                           (VENDOR)


                                      AND

                                      XXXXXXX & YALE INC.
                                                     (PURCHASER)



                                      AGREEMENT





                                      Xxxxx Xxxx Xxxxxx
                                      Solicitors
                                      00 Xxxxx Xxxx
                                      Xxxx
                                      Ref: Corkopt 9367/000526 Xxxxxx Agreement