Unassociated Document


    Exhibit
10.120

    


    FIRST
AMENDMENT TO STOCK AND WARRANT PURCHASE AGREEMENT

    


    THIS
FIRST AMENDMENT TO STOCK AND WARRANT PURCHASE AGREEMENT (this “First
“Amendment”) dated as of March 23, 2009 is by and between StockerYale, Inc., a
Massachusetts corporation (the “Company”), and Lewis Opportunity Fund LP
(“Lewis”).

    


    WHEREAS, on or about December 24, 2008,
the Company and Lewis entered into a Stock and Warrant Purchase Agreement
pursuant (the “Purchase Agreement”) to which Lewis agreed to purchase from the
Company, and the Company agreed to sell to Lewis, 2,000,000 shares of common
stock of the Company (the “Common Stock”) and a warrant for the purchase of
1,000,000 shares of Common Stock at an exercise price of $0.50 per share, for an
aggregate purchase price of $500,000 (the “Transaction”);

    


    WHEREAS, pursuant to the Purchase
Agreement, the closing of the Transaction was to occur on or prior to March 5,
2009 (the “Closing Date”);

    


    WHEREAS, Lewis was unable to complete
the Transaction on or prior to the Closing Date, and Lewis has asked the Company
to extend the Closing Date until June 30, 2009; and

    


    WHEREAS, the Company is willing to
extend the Closing Date until June 30, 2009, provided that Lewis agrees to the
terms of this First Amendment, including with respect to the agreement for
judgment described below.

    


    NOW, THEREFORE, in consideration of the
mutual covenants and agreements set forth herein, and for good and valuable
consideration the receipt of which is hereby acknowledged, the parties hereby
agree as follows:

    


    
      	
               
      

            	
              1.

            	
              The
      Agreement is hereby amended by deleting “March 5, 2009” from Section 2
      thereof and replacing it with “June 30,
2009.”

            


    

    


    
      	
               
      

            	
              2.

            	
              The
      Agreement is hereby amended by adding the following sentence as a new and
      final sentence of Section 2: “Time is of the essence with respect to all
      provisions of this Agreement that specify a time for
      performance.”

            


    

    


    
      	
               
      

            	
              3.

            	
              Lewis
      hereby agrees that the Company shall be permitted to enforce the Agreement
      and this First Amendment in a court of law in the Commonwealth of
      Massachusetts as set forth in the Agreement and this First Amendment, and
      Lewis hereby agrees to the entry of a judgment against Lewis and in favor
      of the Company with respect to Lewis’ obligations under Agreement, as
      amended, including the payment of the Aggregate Purchase Price plus and
      fees permitted hereby and thereby.  Lewis hereby waives any and
      all rights to a trial and hereby agrees and stipulates that the Company is
      entitled to an immediate judgment of the Aggregate Purchase Price and fees
      permitted by the Agreement and this First
  Amendment.

            


    

    


    
      	
               
      

            	
              4.

            	
              Except
      as is set forth in this First Amendment, the Agreement is and shall remain
      in full force and effect in accordance with its
  terms.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    IN
WITNESS WHEREOF, this First Amendment is executed as of the day first written
below.

    


    
      
        	
                STOCKERYALE,
      INC.

              
	 
      
	
                By:

              	      
                /s/
      Mark W. Blodgett

              
	
                Name:  Mark
      W. Blodgett

              
	
                Title:  Chief
      Executive Officer

              
	 
      
	
                LEWIS
      OPPORTUNITY FUND LP

              
	 
      
	
                By:

              	      
                /s/
      W. Austin Lewis

              
	
                Name:  W.
      Austin Lewis

              
	
                Title:  General
      Partner