0001104659-01-501647 Sample Contracts

WCMA® REDUCING REVOLVERsm LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 13th, 2001 • Stockeryale Inc • Optical instruments & lenses • Illinois

WCMA REDUCING REVOLVERsm LOAN AND SECURITY AGREEMENT NO. 794-07E50 (“Loan Agreement”) dated as of May 3, 2001, between STOCKERYALE, INC. F/K/A STOCKER & YALE, INC., a corporation organized and existing under the laws of the State of Massachusetts having its principal office at 32 Hampshire Road, Salem, NH 03079 (“Customer”), and MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., a corporation organized and existing under the laws of the State of Delaware having its principal office at 222 North LaSalle Street, Chicago, IL 60601 (“MLBFS”).

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WCMA® LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 13th, 2001 • Stockeryale Inc • Optical instruments & lenses • Illinois

WCMA LOAN AND SECURITY AGREEMENT NO. 794-07E49 (“Loan Agreement”) dated as of May 3, 2001, between STOCKERYALE, INC. F/K/A STOCKER & YALE, INC., a corporation organized and existing under the laws of the State of Massachusetts having its principal office at 32 Hampshire Road, Salem, NH 03079 (“Customer”), and MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., a corporation organized and existing under the laws of the State of Delaware having its principal office at 222 North LaSalle Street, Chicago, IL 60601 (“MLBFS”).

NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE STOCKERYALE, INC. 2000 STOCK OPTION AND INCENTIVE PLAN
Non-Qualified Stock Option Agreement • August 13th, 2001 • Stockeryale Inc • Optical instruments & lenses

Name of Optionee:__________________________ No. of Option Shares: __________ Option Exercise Price per Share:_______________ [FMV] Grant Date:_________________________________ [fifth business day after each annual meeting]

INCENTIVE STOCK OPTION AGREEMENT UNDER THE STOCKERYALE, INC. 2000 STOCK OPTION AND INCENTIVE PLAN
Incentive Stock Option Agreement • August 13th, 2001 • Stockeryale Inc • Optical instruments & lenses

Pursuant to the StockerYale, Inc. 2000 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, StockerYale, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $.001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.

NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE STOCKERYALE, INC. 2000 STOCK OPTION AND INCENTIVE PLAN
Non-Qualified Stock Option Agreement • August 13th, 2001 • Stockeryale Inc • Optical instruments & lenses

Name of Optionee:_______________________________ No. of Option Shares:_____________________________ Option Exercise Price per Share:____________________ [min. 85% of FMV] Grant Date:_____________________________________ Expiration Date:_________________________________ [up to 10 years and 1 day]

FINANCIAL ASSETS SECURITY AGREEMENT
Financial Assets Security Agreement • August 13th, 2001 • Stockeryale Inc • Optical instruments & lenses • Illinois

FINANCIAL ASSETS SECURITY AGREEMENT ("Security Agreement") dated as of May 1, 2001, given by STOCKERYALE, INC. F/K/A STOCKER & YALE, INC., a corporation organized and existing under the laws of the State of Massachusetts ("Customer") to MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC. ("MLBFS").

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