OFFER OF FINANCING



 Exhibit 10.64 
 March 29th, 2006. 
 Stockeryale Canada Inc. 
 275 Kesmark
Street 
 Dollard Des Ormeaux (Qc) 
 H9B 3J1 
 Attention: Mark W. Blodgett,
Chairman & CEO 
 Dear Sir, 
 RE: OFFER OF FINANCING : temporary extension and tolerance period. 
 We are pleased to present to you the terms and
conditions under which National Bank of Canada (the Bank) will make the financing below available to Stockeryale Canada Inc. (the Borrower) totalizing $ CDN 2,725,000; 
  

					
	“A”	 	$2,500,000	  	        Operating credit (renewal)
	“B”	 	$75,000	  	        MasterCard BusinessCard (renewal)
	“C”	 	$150,000	  	        Exchange risk operating credit (renewal)

 This Offer of Financing amends the offer of financing dated March 21, 2005 the whole without novation
and derogation, except as hereinafter set forth. 
  

	1.	FACILITY “A” - OPERATING CREDIT 

  

	 	1.1.	Credit Facility 

 Subject to the provisions
hereof, the Bank agrees to make available to the Borrower an operating credit facility on a temporary and tolerance basis for a principal amount not exceeding CDN $2,500,000, which is to be used to finance the Borrower’s usual operating
requirements. 
  

	 	1.2.	Financing Options 

 Subject to the terms and
conditions hereof, the Borrower may use and reuse this credit facility, up to the maximum allowed, by means of variable-rate advances. 
  

	 	1.3.	Interest Rate 

 The variable-rate advances
shall bear interest, from the time of disbursement until payment in full, at the Canadian Prime rate of the Bank plus 2.50%, or 7.75% as at the date hereof. Interest shall be calculated daily and payable monthly on the 26th day of each
month. 
  

					
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	 	1.4.	Standby fees 

 Standby fees calculated at an
annual rate of 0.50% on the unused portion of the operating credit shall be payable monthly by the Borrower. 
  

	 	1.5.	Disbursement and Repayment 

 The credit
facility is repayable on demand and may be reviewed periodically by the Bank. The whole credit facility shall be repaid no later than September 30, 2006. Consequently, said facility will not be renewed upon the arrival of its term and
the Borrower shall take advantage of the period of time to elapse between the date hereof and the expiration date mentioned hereabove to find an alternate financing to allow the Borrower to pay out the whole facility as soon as this alternate
financing is available, but for no reason whatsoever later than September 30, 2006. 
 Disbursements and payments shall be made
to or collected in equal multiples of $250,000. 
  

	 	1.6.	Financing Conditions 

 Notwithstanding the
amount of the credit facility, the aggregate amount of advances shall at no time exceed the total of: 
  

	 	•	75% of the Borrower’s net Canadian accounts receivable (excluding holdbacks receivable, contra or inter-company accounts, accounts of doubtful quality and those
aged 90 days or more); and 

  

	 	•	65% of the Borrower’s net U.S. accounts receivable (excluding holdbacks receivable, contra or inter-company accounts, accounts of doubtful quality and those aged
90 days or more); and 

  

	 	•	85% of the Borrower’s net foreign accounts receivable insured by ATRADIUS CREDIT INSURANCE (ZURICH) (excluding holdbacks receivable, contra or inter-company accounts,
accounts of doubtful quality and those aged 90 days or more); and 

  

	 	•	25% of the Borrower’s inventory (finished goods and raw materials) up to a maximum amount of $750,000. The Borrower’s inventories will be calculated
pursuant to the Borrower’s declarations of goods less a statuary reserve of 500,000$ for obsolete inventories; 

 The
value of the Borrower’s accounts receivable and inventory shall be established, from time to time, by taking into account claims ranking prior to the security of the Bank. Each month, on the 20th day of the following month, the Borrower
shall furnish to the Bank a detailed list of its accounts receivable by identifying Canadian, American and foreign accounts, a detailed list of its accounts payable according to age, and a detailed list of its inventory. Fixed monthly fees of
$350.00 shall be charged to the Borrower for monitoring accounts receivable and inventory and a monthly fee of $250 shall be charged for the general monitoring of the file. 
  


					
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	2.	FACILITY “B” – MASTERCARD BUSINESSCARD 

 The MasterCard BusinessCard shall be issued for business development purposes. This facility is a renewal of previous Facility “C” that shall continue to be applicable according to the same terms and
conditions for a maximum amount of $75,000.00. Such facility will expire on September 30, 2006 and all amounts owed thereunder shall be repaid at said expiration date. 
  

	3.	FACILITY “C “ - EXCHANGE RISK OPERATING CREDIT 

  

	 	3.1.	Credit Facility 

 Subject to the terms and
conditions hereof, the Bank agrees to renew the currency conversion risk facility previously made available to the Borrower for an amount not exceeding CDN $150,000, which shall serve to enable the Borrower to conclude transactions with the
Bank for contracts with respect to the sale or purchase of foreign currencies freely negotiated by the Bank, the whole subject to the following conditions: 
  

	 	3.1.1.	The Borrower may sell or buy foreign currencies through the Bank, giving prior notice thereof to the Bank, in accordance with the customs and practices of the market,
specifying the amount, currency and effective date of delivery of the chosen currency; 

  

	 	3.1.2.	The maximum amount of foreign currency which the Borrower may sell or buy by reason hereof shall not exceed the permitted amount, as determined hereinafter; the said
permitted amount shall be determined by the Bank by multiplying the face value of the chosen currency by the level of risk, as per the schedule in effect at the Bank expressed as a percentage (for illustration purposes only: chosen currency $50,000
at a risk level of 10% equals a currency conversion risk amount of $5,000); 

  

	 	3.1.3.	The Borrower undertakes to deposit in its US$ current account held at the Bank sufficient amounts to pay for the foreign currencies bought or sold, no later than on the date
of their delivery, failing which, the Bank shall be authorized to make a variable-rate advance in Canadian dollars under Credit Facility A hereof for an amount equal to the US$ amount necessary to pay for said currencies and any fees and expenses
incurred by the Bank due to insufficient funds in the Borrower’s US$ current account on the date of delivery. 

 Moreover,
if such advance exceeds the credit amount authorized under Credit Facility A, the Bank shall then be authorized to debit said current account for an amount equal to such excess amount; all overdrafts in the Borrower’s current account shall bear
interest, until payment in full, at the rate on overdrafts prevailing from time to time at the Bank; 
  

	 	3.1.4.	The Borrower shall execute, upon presentation, any agreement, contract, document or other writing required by the Bank, including, without limitation, the International Swap
and Derivatives Association (ISDA) contract, the International Foreign Exchange Master Agreement (IFEMA) and confirmation, as applicable, of such contract, in accordance with the documents in use at the Bank, providing for, inter alia, the terms and
conditions, amount, currency and fees payable to the Bank; 

  


					
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	 	3.1.5.	Acceptance by the Bank of any request for the sale or purchase of foreign currencies is subject to the availability of such funds on the foreign exchange market and approval
of each request is at the Bank’s discretion. 

  

	 	3.2.	Term 

 This credit facility may be revised
from time to time by the Bank and may be revoked by the Bank at any time. This facility shall expire on September 30, 2006, and all amounts then outstanding and owed to the Bank shall be paid by the Borrower no later than
September 30, 2006. 
  

	4.	SECURITY 

 As a general and continuing
security for the performance by the Borrower of all its obligations, present and future, towards the Bank, including, without limitation, the repayment of advances granted hereunder and the payment of interest, fees and incidental charges provided
for hereunder and under the security documents, the Borrower undertakes to grant to the Bank the following security, if deemed satisfactory by the Bank, in accordance with the forms in use at the Bank: 
  

	 	4.1.	Facilities “A & C” 

  

	 	4.1.1	First-ranking general movable hypothec of $2,600,000 on the universality of the Borrower’s inventory and accounts receivable, present and future, wherever the
inventory and debtors of these receivables are located; 

  

	 	4.1.2	The security on all goods in inventory under section 427 of the Bank Act; 

  

	 	4.2.	Facility “A” 

  

	 	4.2.1.	Commitment from the mother-company to refund losses if occurred within 30 days of the bank request; 

  

	 	4.2.2.	Hypothecation of securities on a term deposit in the amount of CDN $250,000 held at the National Bank, until final reimbursement of all facilities by Borrower;


  

	 	4.2.3.	First-ranking general movable hypothec of $ 4,800,000 on all the Client’s corporeal and incorporeal movable property (including intellectual property), present
and future, regardless of the location of such property; 

  

	 	4.2.4.	Subordination agreement of Stockeryale US’s advances. 

  

	5.	REPRESENTATIONS AND WARRANTIES OF THE BORROWER 

 The Borrower represents and warrants to the Bank that: 
  

	 	5.1.	It is a duly constituted or incorporated, and registered and organized business in compliance with the legislation governing it, and that it has the powers, permits and
licenses required to operate its business or enterprise and to own, manage and administer its property; 

  


					
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	 	5.2.	It is not involved in any dispute or legal proceedings likely to materially affect its financial position or its capacity to operate its business; 


 

	 	5.3.	It has valid title to all its goods and property, which have a good market value and are free and clear of any prior claims, mortgages, hypothecs, charges or other similar
encumbrances other than the mortgages, hypothecs and other charges previously granted to the Bank; 

  

	 	5.4.	It is not in default under the contracts to which it is a party or under the applicable legislation and regulations governing the operation of its business or its property,
including, without limitation, all environmental requirements; and 

  

	 	5.5.	Any taxes, assessments, deductions at source, income taxes or other levies, the payment of which is secured by a legal privilege, prior claim or legal hypothec, have
been/will be paid by the Borrower without subrogation or consolidation. 

  

	6.	CONDITIONS PRECEDENT TO ANY DISBURSEMENT OF FUNDS 

 Before any disbursement, renewal or maintenance of this credit facility, the Borrower shall meet the following conditions to the satisfaction of the Bank: 
  

	 	6.1.	The Borrower shall sign all documents that the Bank may reasonably request in order to give full effect to the provisions hereof; 

  

	 	6.2.	The Borrower and the guarantors, as applicable, shall meet all of the conditions hereof and execute all documents that the Bank may reasonably request in order to give full
effect to the provisions hereof; 

  

	 	6.3.	All collateral security shall be duly published in accordance with the above-mentioned ranking and any other required formality shall be fulfilled, as applicable;


  

	 	6.4.	The Borrower shall furnish to the Bank any other document, certificate and opinion that it may reasonably require, including, but not limited to, any incorporating instrument
related to the Borrower and the guarantor, and any other document and opinion related to the hypothecated property, as applicable; 

  

	 	6.5.	The Borrower shall present its audited financial statements dated December 31, 2005 showing no material change compared to the in-house financial statements;


  

	 	6.6.	The credit insurance policy pertaining to foreign receivables, by ATRADIUS CREDIT INSURANCE (ZURICH) already forwarded to the Bank shall meet the approval of the Bank, as to
its terms and conditions, said approval being at the entire discretion of the Bank. 

  

	7.	POSITIVE COVENANTS 

 During the entire term
of this financing agreement, the Borrower shall: 
  

	 	7.1.	Use the proceeds of the financing for the purposes provided for herein; 

  

	 	7.2.	Operate its business in a diligent and continuous manner; 

  


					
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	 	7.3.	Keep and maintain proper books of account and other accounting records in accordance with generally accepted accounting principles; 

  

	 	7.4.	Furnish to the Bank its internal monthly financial statements within 20 days of the end of each quarter; 

  

	 	7.5.	Furnish to the Bank two copies of its audited annual financial statements within 90 days of the end of its fiscal year; 

  

	 	7.6.	At all times, give the Bank’s representatives the right to inspect its establishments and provide access thereto, and further permit the Bank’s representatives to
examine its books of account and other records, and take excerpts therefrom or make copies thereof; 

  

	 	7.7.	Maintain, at all times, insurance coverage on its property against loss or damage caused by fire and any other risk as is customarily maintained by companies carrying on a
similar business; 

  

	 	7.8.	Maintain, at the end of each quarter for the duration of this financing agreement, the following financial ratios: 

  

	 	7.8.1	a working capital ratio greater than 1.25:1 at all time; this is defined as total current assets over total current liabilities; 

  

	 	7.8.2	net worth greater than or equal to $9,250,000 at all time and a ratio of total debt to tangible network of less than 1.0.1; net worth is defined as total shareholder equity
and advances subordinated to the Bank less advances to directors and affiliated companies, less intangible assets. Notwithstanding this requirement, the Bank will tolerate the present existing level at $6,741,000 until September 30,
2006, or any level substantially similar thereto; 

  

	 	7.8.3	maximum of $ 75,000 in capital expenditures (to be maintained from January 1st, 2005) 

  

	 	7.8.4	The discrepancy between net cumulative profits on a monthly basis as compared to net profits as set forth in financial projections that shall be provided to the Bank shall not
exceed $150,000 on a cumulative basis; 

  

	 	7.9	Pay, when due, all taxes, assessments, deductions at source, income tax or levies for which payment is guaranteed by legal privilege or legal hypothec, without subrogation or
consolidation; 

  

	 	7.10	Furnish to the Bank any other document that it may reasonably require; 

  

	 	7.11	Conduct all or the greater part of its banking business with the Bank; 

  

	 	7.12	Obtain and maintain in effect the permits and licences required for the operation of its company; 

  

	 	7.13	Notify the Bank forthwith of any default or event which, following a notice or on expiry of a deadline, could constitute an event of default. 

  


					
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	8.	NEGATIVE COVENANTS 

 The Borrower undertakes
to refrain from carrying out the following transactions or operations without obtaining the prior written consent of the Bank: 
  

	 	8.1.	Materially change the nature of its operations or business; 

  

	 	8.2.	Change the control of the company, merge with another company, dissolve or wind up the company; 

  

	 	8.3.	Create or permit the existence of security interests in property granted as security to the Bank; 

  

	 	8.4.	Grant advances to its officers, directors, shareholders or persons with no relation to the normal course of its business; 

  

	 	8.5.	Grant financial assistance, an investment or a guarantee on behalf a third party; 

  

	 	8.6.	Declare or pay out dividends on its shares, purchase or sell its shares, or otherwise reduce its capital; 

  

	 	8.7.	Notwithstanding the negative covenants set forth in subsections 8.1 to 8.6, hereabove, the Borrower may transfer on a monthly basis an amount not exceeding $150,000 to cover
the repayment of a debt by its mother company, beginning April 2006. Such transfers shall have to be submitted to the Bank for approval each month, being understood that they will nor be approved, neither be made if the financial results are
inferior by 20 % or more to the projections furnished to the Bank or if the Borrower is in default in any manner hereunder. 

  

	9.	ENVIRONMENTAL OBLIGATIONS 

  

	 	9.1.	The Borrower shall comply with the requirements of all legislative and regulatory environmental provisions (the “Environmental Requirements”) and shall at all times
maintain the authorizations, permits and certificates required under these provisions. 

  

	 	9.2.	The Borrower shall immediately notify the Bank in the event a contaminant spill or emission occurs or is discovered with respect to its property, operations or those of any
neighbouring property. In addition, it shall report to the Bank forthwith any notice, order, decree or fine that it may receive or be ordered to pay with respect to the Environmental Requirements relating to its business or property.


  

	 	9.3.	At the request of and in accordance with the conditions set forth by the Bank, the Borrower shall, at its own cost, provide any information or document which the Bank may
require with respect to its environmental situation, including any study or report prepared by a firm acceptable to the Bank. In the event that such studies or reports reveal that any Environmental Requirements are not being respected, the Borrower
shall effect the necessary work to ensure that its business and property comply with the Environmental Requirements within a period acceptable to the Bank. 

  

	 	9.4.	The Borrower undertakes to indemnify the Bank for any damage which the Bank may suffer or any liability which it may incur as a result of any non-compliance with
Environmental Requirements. 

  


					
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	 	9.5.	The provisions, undertakings and indemnification set out in this section shall survive the satisfaction and release of the security, and payment and satisfaction of the
indebtedness and liability of the Borrower to the Bank pursuant to the terms hereof. 

  

	10.	DEFAULT 

  

	 	10.1.	Events of Default 

 The occurrence of one or
more of the following events shall constitute a default under this Offer: 
  

	 	10.1.1.	If the Borrower fails to make a payment of principal, interest, fees, incidental charges or any other amount which may become due hereunder or under any of the security
documents, when they become due and payable; 

  

	 	10.1.2.	If the Borrower and/or the guarantors fail to perform or otherwise breach any obligation hereunder or pursuant to any of the security documents or any other related document
except as otherwise expressly tolerated in writing by the Bank; 

  

	 	10.1.3.	If the Borrower and/or any guarantor, if applicable, becomes insolvent, bankrupt or is in the process of winding up, assigns its assets for the benefit of its creditors,
files a proposal or gives notice of its intention to file such proposal or if a material, adverse change occurs in the financial position or operations of the Borrower; 

  

	 	10.1.4.	If proceedings are instituted by the Borrower and/or any guarantor, if applicable, or a third party for the Borrower’s and/or any guarantor’s dissolution,
winding-up or reorganization of its operations or the arrangement or readjustment of its debts; 

  

	 	10.1.5.	If a creditor, trustee in bankruptcy, sequestrator, receiver or trustee takes possession of the Borrower’s and/or any guarantor’s assets or, in the opinion of the
Bank, a major portion thereof or if such assets are subject to a prior notice of the exercise of a hypothecary right or a notice to withdraw authorization to collect claims or are seized; 

  

	 	10.1.6.	If the Borrower and/or any guarantor is in default under the terms of any other contracts, agreements or writings with the Bank or any other bank or financial institution or
any other creditor with rights to the assets of the Borrower and/or any guarantor, as applicable; 

  

	 	10.1.7.	If any representation or warranty made by the Borrower and/or any guarantor herein or in a security document or any other document furnished to the Bank in connection
herewith proves to be incorrect or erroneous; or 

  

	 	10.1.8.	If the Bank receives from any present or future guarantor a notice proposing to terminate, limit or otherwise modify such guarantor’s liability hereunder, under a
security document, or under any other related document. 

  


					
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	 	10.2.	Rights and Remedies of the Bank in the Event of Default 

 Subject to its other rights and remedies, in the event of default: 
  

	 	10.2.1.	The Bank may declare due and payable all of the Borrower’s monetary obligations that have not matured and may claim from the Borrower and/or any guarantor, without any
other notice, the immediate payment of principal, interest, fees and incidental charges, including all the expenses incurred by the Bank for the purposes of collecting or protecting the debt, and the execution of any other obligation of the Borrower
and/or any guarantor; 

  

	 	10.2.2.	The Borrower shall lose all rights and privileges hereunder, including, but not limited to, the right to receive additional advances; 

  

	 	10.2.3.	The Bank may charge the Borrower reasonable fees for analysis, administration and follow-up and may even incur and pay any reasonable sum for services rendered (including
legal, accounting and any other professional fees for which services may be required or deemed necessary) in relation to the realization, sale, transfer, delivery or payment to be made with respect to exercising all security held by the Bank and may
retain such fees and disbursements from the proceeds of the realization of security; 

  

	 	10.2.4.	Any amount collected or received by the Bank, including the balance of the proceeds of any security realized, may be retained by the Bank and may, at the Bank’s option,
be applied to any part of the debt owed by the Borrower to the Bank; 

  

	 	10.2.5.	Any sum incurred and paid by the Bank in order to realize, protect or preserve any security pledged by the Borrower to the Bank under this agreement or required by law shall
bear interest at the Canadian Prime rate of the Bank, plus 3% annually until said sum is paid; 

  

	 	10.2.6.	The foregoing provisions shall be applied regardless of whether any of the bearers of bankers’ acceptances, issued under the terms and conditions hereof, has requested
full or partial payment or has requested only partial payment from the Bank. 

  

	 	10.3.	Waiver, Omission and Cumulative Remedies 

  

	 	10.3.1.	The Bank may set deadlines, take or waive security, accept compromises, grant a discharge and recognition of cancellation and do business with the Borrower as it deems
appropriate without such action reducing the Borrower’s responsibility or affecting the rights of the Bank with respect to the security provided hereunder. 

  

	 	10.3.2.	Any omission on the part of the Bank to notify the Borrower and/or any guarantor of any case of default under the terms and conditions hereof or to exercise its rights
hereunder shall not be considered a waiver on the part of the Bank of its right to exercise its recourse in such case of default or to exercise any right. 

  


	 	10.3.3.	Acceptance by the Bank, following a default by the Borrower, of an amount owed to it, or the exercise by the Bank of any recourse or right shall not prevent the Bank from
exercising any other right or recourse, the rights and recourses of the Bank being cumulative and non-interchangeable, and in addition to and not in substitution of, any other right or recourse by the Bank, whether by agreement or otherwise provided
for by law. 

  


					
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	11.	SUNDRY 

  

	 	11.1.	Definitions 

 For the purposes hereof, the
terms and expressions hereinafter listed shall be defined as follows: 
 “Canadian prime rate” means the annual
variable interest rate published by the Bank from time to time and used by the Bank to determine the interest rates on commercial loans granted by it in Canadian dollars in Canada. 
  

	 	11.2.	Accounting Terms 

 Each accounting term used
herein shall have the meaning ascribed to it in accordance with the generally accepted accounting principles of the Canadian Institute of Chartered Accountants. 
  

	 	11.3.	Currency and Place of Payment 

 All sums due
by the Borrower hereunder must be paid by the Borrower to the Bank in Canadian dollars. 
  

	 	11.4.	Calculation of Interest and Arrears 

  

	 	11.4.1.	Unless otherwise provided for herein, interest on any amount due hereunder shall be calculated daily and not in advance on the basis of a 365-day year.


  

	 	11.4.2.	For the purposes of the Interest Act (Canada) in the case of a leap year, the annual interest rate corresponding to the interest calculated on the basis of a 365-day year is
equal to the interest rate thus calculated multiplied by 366 and divided by 365. 

  

	 	11.4.3.	Any amount of principal, interest, commission or discount or an amount of any other nature remaining unpaid at maturity shall bear interest at the rate provided for herein,
it being understood that said interest rate on arrears shall not exceed the maximum rate provided for by law, if applicable. 

  

	 	11.4.4.	Interest on arrears shall be compounded monthly and payable on demand. 

  

	 	11.5.	Additional Charges 

 The Borrower undertakes
to pay the Bank the charges below, as determined by the Bank: 
  

	 	11.5.1.	In the event that a law, regulation, administrative policy or guideline results in an increase in the cost of credit for the Bank (particularly as a result of the imposition
of reserves, taxes or requirements with respect to the Bank’s capital adequacy), the Borrower shall pay this additional cost on demand; and 

  

	 	11.5.2.	The Borrower shall pay all taxes or additional charges that could result from the application of the goods and services tax (Canada), the provincial sales tax (Quebec), or
any other similar federal, provincial or municipal law. 

  


					
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	 	11.6.	Assignment 

 No rights or obligations of the
Borrower hereunder and no proceeds of the loan may be transferred or assigned by the Borrower. Any such transfer or assignment shall be null and void insofar as the Bank is concerned and shall render any balance then outstanding on the loan
immediately due and payable at the Bank’s option and release the Bank from any and all obligations of making any further advances hereunder. 
  

	 	11.7.	Records 

 The Bank shall keep records
evidencing the transactions performed hereunder. Such records shall be presumed to reflect these transactions and shall constitute conclusive evidence of the amounts due to the Bank. 
  

	 	11.8.	Account Debits 

 The Borrower irrevocably
authorizes the Bank to debit periodically or from time to time any bank account it maintains at the Bank in order to pay all or part of the amounts it may owe to the Bank hereunder. 
  

	 	11.9.	Non-Business Day 

 If the date provided for
an instalment of principal or interest hereunder is not a business day, such instalment shall be paid on the first business day thereafter. 
  

	 	11.10.	Final Agreement 

 Upon its acceptance and
execution by the Borrower, this Offer shall constitute the final agreement between the parties, with the exception of any subsequent written amendments agreed to by the parties, and shall supersede any other previous verbal or written agreement
between the parties with respect to the financing provided for herein. 
 Notwithstanding the foregoing, this Offer does not create novation
or an exception to the mortgages, hypothecs, rights and remedies of the Bank under the deeds, notes and security documents required hereunder which were signed by the Borrower or the guarantor prior to the date hereof. The Borrower hereby
acknowledges and declares that the mortgages, hypothecs, rights and remedies of the Bank under said deeds, notes and security documents have not been amended and that they secure its obligations hereunder. 
  

	 	11.11.	Other Documents 

 The Borrower and the
guarantors, if applicable, shall do all things and execute all documents deemed necessary or appropriate by the Bank for the purposes of giving full force and effect to the terms, conditions, undertakings and security granted or to be granted
hereunder. 
  

	 	11.12.	Joint and Several Liability/Solidarity 

 If
more than one person is designated as the Borrower or the guarantor, each such person shall be jointly and severally or solidarily liable for the obligations set out herein and in the security documents. 
  


					
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	 	11.13.	Validity of Provisions Hereof 

 Any court
decision to the effect that any of the provisions hereof is null or void in no way affects the remaining provisions hereof or their validity or executory force. 
  

	 	11.14.	Review 

 The terms and conditions of the
credits granted by the Bank to the Borrower hereunder are subject to a periodic review, at the Bank’s discretion. The Borrower is aware that the credit facilities granted hereunder will not the renewed at the expiration date, on
September 30, 2006. 
  

	 	11.15.	Amendments 

 Any amendment to this Offer or
resulting waiver of a right hereunder is without effect unless it is explicitly stated in a written document signed by the parties. 
  

	 	11.16.	Copies 

 This Offer may be signed in an
indeterminate number of copies, each of which is deemed to constitute an original, but all of which constitute a single document. 
  

	12.	ACCESS TO INFORMATION 

 The Borrower and the
guarantors hereby authorize any personal information agent, financial institution, creditor, tax authority, employer or any other person, including any public entity, holding information concerning the Borrower or its assets, more particularly any
financial information or information with respect to any undertaking or suretyship given by the Borrower, to supply such information to the Bank in order to verify the accuracy of all information furnished or to be furnished from time to time to the
Bank and to ensure the solvency of the Borrower at all times. 
  

	13.	FEES 

 Non-refundable fees of $25,000
shall be payable upon acceptance of this offer for temporary extension and tolerance period. 
 Any fees and legal costs incurred in the
preparation hereof not exceeding an amount of $1,250 plus taxes and registration or publication of the security documents and any other document related thereto shall be payable by the Borrower whether or not the financing is completed.

 A monthly late fee of $100.00 shall be automatically collected if the interim financial statements and/or lists of receivables and
inventories are not produced by the prescribed date, i.e., no later than the 20th day of the following month. 
 If, during a given month, the
Bank temporarily tolerates a deficit in the security coverage of the Borrower’s advances in the form of accounts receivable and inventories, such deficit shall be tolerated as an overdraft at a rate of 21%. 
  


					
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	Offer of Financing	  	 Page
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	14.	GOVERNING LAW 

 This Offer shall be construed
and governed in accordance with the laws of the Province of Quebec. 
  

	15.	APPROVAL 

 If this Offer is satisfactory,
please indicate your approval by returning to us the copy attached in this regard, duly signed and initialled on each page, before 5:00 p.m. on March 31, 2006. After that date, the Bank reserves the right to cancel or modify this Offer,
without notice. 
 We trust that our financial support will contribute to the success of your company. 
 Yours very truly, 
 

 
  

							
	By:	 	 /s/ Manon Daigneault
	 		 	 /s/ Jean-Guy Paris

		 	Manon Daigneault	 		 	Jean-Guy Paris
		 	Account Manager	 		 	Senior Manager
		 	(514) 394-6864	 		 	

 ACCEPTANCE 
 We declare that we have read this Offer of Financing dated March 29, 2006 and we accept the terms, conditions and obligations hereof. 
 Executed at                                 , province of Quebec, this
30th day of March, 2006. 
  

			
	Stockeryale Canada Inc.
		
	By:	 	 /s/ Marianne Molleur

	By:	 	Marianne Molleur
	Title:	 	Chief Financial Officer

 COMMITMENT FROM STOCKERYALE 
 We declare that we have read every clause of this Offer of financing and we accept the terms and conditions thereof. 
  

			
	Stockeryale Inc.
		
	By:	 	 /s/ Marianne Molleur

	By:	 	Marianne Molleur
	Title:	 	Chief Financial Officer

  


					
	Stockeryale Canada Inc.	  	Initialled by: