<PAGE>

                            STOCK PURCHASE AGREEMENT

         STOCK PURCHASE AGREEMENT (this "AGREEMENT"), dated as of October, 2000,
by and between StockerYale, Inc., a Massachusetts corporation (the "COMPANY"),
and the investor named on the signature page hereof (the "INVESTOR").

                               W I T N E S S E T H

         WHEREAS, the Company is offering for sale approximately _______ shares
(the "Shares") of its Common Stock (as defined below) at the price of $30.00 per
share of Common Stock (the "PER SHARE PURCHASE PRICE"), pursuant to a Private
Placement Memorandum dated as of September 6, 2000 (the "MEMORANDUM"), this
transaction generally being herein referred to as the "PRIVATE PLACEMENT"; and

         WHEREAS, the Investor desires to purchase from the Company shares of
Common Stock on the terms and conditions set forth herein.

         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 agree as follows:

         1.       DEFINITIONS. Unless specifically defined herein,
capitalized terms used herein have the meaning ascribed to such terms in the
Memorandum except that, unless the context requires otherwise, the following
terms have the meanings indicated:

         "BUSINESS DAY" shall mean any day except Saturday, Sunday and any day
which shall be in Boston, Massachusetts a legal holiday or a day on which
banking institutions are authorized or required by law or other government
action to close.

         "COMMON STOCK" shall mean the Common Stock, par value $0.001 per share,
of the Company.

         "INVESTOR SHARES" shall mean the shares of Common Stock subscribed for
hereunder by the Investor, together with any shares of Common Stock issued in
respect of such shares pursuant to a dividend or distribution, stock split,
recapitalization, or similar transaction.

         "PERSON" shall mean any individual, partnership, joint venture, firm,
corporation, association, trust or other enterprise or any government or
political subdivision or any agency, department or instrumentality thereof.

         2.       PURCHASE OF COMMON STOCK; SUBSEQUENT SALE.


<PAGE>

                  (a) PURCHASE. Subject and pursuant to the terms and
conditions set forth in this Agreement, the Company agrees that it will issue
and sell to the Investor and the Investor agrees that it will purchase from
the Company, at the Per Share Purchase Price, ___________ shares of Common
Stock. The aggregate purchase price for the shares of Common Stock shall be
$____________ (the "AGGREGATE PURCHASE PRICE"). The shares of Common Stock
are being offered pursuant to the Memorandum.

                  (b) OTHER INVESTORS. The Company proposes to enter into a form
of Stock Purchase Agreement with other investors (the "OTHER INVESTORS") on
terms no more favorable to such other Investors than the terms set forth herein.
The Investor and the Other Investors are hereinafter referred to collectively as
the "INVESTORS."

         3.       DELIVERIES AT CLOSING.

                  (a) DELIVERIES BY THE INVESTOR. At the Closing of the
transactions contemplated hereby, the Investor shall deliver to the Company the
following:

                           (1)      the Aggregate Purchase Price by wire
                                    transfer of immediately available funds to
                                    an account designated by the Company as set
                                    forth on ANNEX VI hereto, which funds will
                                    be delivered to the Company in consideration
                                    of the Shares at the closing of the
                                    transaction contemplated hereby;

                           (2)      an executed Investor Questionnaire in the
                                    form attached as ANNEX I;

                           (3)      a executed Managed Account Representation
                                    Letter in the form attached as ANNEX II, if
                                    the Investor is acting on behalf of a
                                    managed account in the purchase of the
                                    Shares;

                           (4)      a completed copy of ANNEX III representing
                                    and warranting as to the number of shares
                                    beneficially owned prior to the purchase of
                                    Common Stock by the Investor contemplated by
                                    this Agreement; and

                           (5)      a completed Registration Statement
                                    Questionnaire in the form attached as ANNEX
                                    IV.

                  (b) DELIVERIES BY THE COMPANY. At the Closing of the
transactions contemplated hereby, the Company shall deliver to the Investor one
or more certificates representing the Investor Shares registered in the name of
the Investor or its nominee(s), as the Investor has specified in writing to the
Company.


                                      2
<PAGE>

         4.       REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS.

                  (a)      INVESTOR REPRESENTATIONS, WARRANTIES AND COVENANTS.
The Investor represents, warrants and agrees as follows:


                           (1)      The Investor has received and reviewed a
copy of the Memorandum, and all appendices and supplements (if any) thereto,
relating to the Shares and understands that no Person has been authorized to
give any information or to make any representations that were not contained in
the Memorandum, and the Investor has not relied on any such other information or
representations in making a decision to purchase the Investor Shares. The
Investor has had access to such financial and other information and has had the
opportunity to ask questions and receive answers as deemed necessary in respect
of the decision to purchase the Shares, and has consulted with advisors
concerning the proposed investment in the Company. The Investor understands that
an investment in the Company involves a high degree of risk for the reasons,
among others, set forth under the caption "RISK FACTORS" in the Memorandum.

                           (2)       The Investor has decided to invest in the
Shares and, in making the decision to so invest, is not in any way relying on
the fact that any other Person has decided to invest in the Shares.

                           (3)       The Investor represents that the Investor
(or, if applicable, each managed account on whose behalf the Investor Shares are
being purchased by such Investor) is a sophisticated investor or is an
"accredited investor" as defined in Rule 501 under the Securities Act of 1933,
as amended (the "SECURITIES ACT"), as certified by the Investor pursuant to the
Investor Questionnaire attached hereto as ANNEX I. The Investor further
represents that the Investor (or, if applicable, each managed account on whose
behalf the Investor Shares are being purchased) has such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risk of an investment in the Shares and can bear the economic risk of
loss of the entire investment in the Shares being purchased.

                           (4)      The Investor understands and expressly
acknowledges and agrees that none of the Shares has been, or will be, registered
or qualified under the Securities Act, or under any applicable securities laws
of any State of the United States ("APPLICABLE STATE LAW") and therefore may not
be offered, sold, transferred, assigned, pledged, hypothecated or otherwise
disposed of, directly or indirectly, unless subsequently registered or qualified
under the Securities Act and under Applicable State Law or unless any exemptions
from the registration requirements of the Securities Act and Applicable State
Law are available, in each case to the extent permitted by the terms of this
Agreement.

                           (5)      The Investor understands and agrees that all
certificates representing the Investor Shares shall bear a legend which will be
substantially in the form of the following:


                                      3
<PAGE>

                  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                  "ACT") AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED,
                  TRANSFERRED OR HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT
                  PURSUANT TO (1) A REGISTRATION STATEMENT WITH RESPECT TO SUCH
                  SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT OR (2) RULE 144
                  OR 144A UNDER SUCH ACT OR ANY OTHER AVAILABLE EXEMPTION FROM
                  REGISTRATION UNDER SUCH ACT RELATING TO DISPOSITION OF
                  SECURITIES."

                           (6)      The Investor (or, if applicable, each
managed account on whose behalf the Investor Shares are being purchased by the
Investor) will acquire the Investor Shares pursuant to this Agreement for its
own account for investment and not with a view to, or in connection with, the
resale or distribution thereof or in any arrangement or understanding with any
other persons regarding the distribution of such Shares in violation of the
Securities Act. The Investor hereby covenants and agrees to execute a lockup
agreement, containing a ninety (90) day restriction on the sale of Investor
Shares, and other standard terms and conditions, with any requesting underwriter
participating in a primary offering (as defined in Section 5.1(a)(1) below).

                           (7)      The Investor hereby covenants and agrees
with the Company not to make any sale of the Investor Shares without causing the
prospectus delivery requirement under the Securities Act to be satisfied or
otherwise complying with the Securities Act, and the Investor acknowledges and
agrees that the Shares are not transferable on the books of the Company unless
the certificate submitted to the transfer agent evidencing the Investor Shares
is accompanied by (1) a separate certificate (i) in the form of ANNEX V hereto,
(ii) executed by an officer of, or other authorized person designated by, the
Investor, and (iii) to the effect that (A) the Investor Shares have been sold in
accordance with a registration statement pursuant to Section 5 hereof and (B)
the requirement of delivering a current prospectus has been satisfied; or (2) an
opinion of counsel reasonably satisfactory to the Company stating that
registration is not required under the Securities Act. The Investor acknowledges
that there may be times when the Company may suspend the use of the prospectus
forming a part of a registration statement in the event and during such period
pending negotiations relating to, or consummation of, a transaction or the
occurrence of any other event that would require additional disclosure of
material information by the Company in the registration statement and disclosing
such information would adversely affect the Company (as to which the Company has
a BONA FIDE business purpose for preserving confidentiality) that would make it
impractical or inadvisable to cause the registration statement to be filed or to
become effective or to amend or supplement the registration statement or which
otherwise renders the Company unable to comply with the Securities and Exchange
Commission (the "COMMISSION") requirements. In such event, the Company may
suspend the use of such prospectus until such time as an amendment to such
registration statement has been filed by the Company and declared effective by
the Commission, or until such time as the Company has filed an appropriate
report with the Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "EXCHANGE ACT"). The Investor hereby covenants and agrees that it
will not sell


                                      4
<PAGE>

any Investor Shares pursuant to said prospectus during the period commencing
at the time at which the Company gives the Investor written notice of the
suspension of the use of said prospectus and ending the date on which the
Company gives the Investor written notice that the Investor may thereafter
effect sales pursuant to said prospectus.

                           (8)      The execution and delivery of this Agreement
by the Investor and the performance of this Agreement and the consummation by
the Investor or the Investor's advisory clients, as the case may be, of the
transactions contemplated hereby have been duly authorized by all necessary
(corporate, in the case of a corporation) action of the Investor and, if
applicable, the Investor's advisory clients; and this Agreement, when duly
executed and delivered by the Investor, will constitute a valid and legally
binding instrument, enforceable in accordance with its terms against the
Investor or any of the Investor's advisory clients, as the case may be, except
as such enforceability may be limited by bankruptcy, insolvency, reorganization
or similar laws affecting the enforcement of creditors' rights generally and by
general equitable principles (regardless of whether the issue of enforceability
is considered in a proceeding in equity or at law) and except as the
indemnification and contribution agreements of the Investor in Section 5(d)
hereof may be legally unenforceable.

                           (9)      The Investor represents that:

                                    (A)     If the Investor is a corporation, it
is a corporation duly incorporated, validly existing and in good standing under
the laws of the jurisdiction of its incorporation, with full power and authority
(corporate and other) to perform its obligations under this Agreement. If the
Investor is a limited liability company, it is a limited liability company duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, with full power and authority (limited
liability company and other) to perform its obligations under this Agreement.
The person executing this Agreement on behalf of the Investor is authorized to
act for the Investor in purchasing the Shares.

                                    (B)     If the Investor is a corporation
acting in an advisory capacity, it is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation, with full power and authority (corporate and other) to act on
behalf of its advisory clients under this Agreement. If the Investor is a
limited liability company acting in an advisory capacity, it is a limited
liability company duly organized, validly existing and in good standing under
the laws of the jurisdiction of its incorporation, with full power and authority
(corporate and other) to act on behalf of its advisory clients under this
Agreement

                                    (C)     If the Investor is a trust, the
trustee thereunder has been duly appointed as trustee of such Investor with full
power and authority to act on behalf of such Investor and to perform the
obligations of such Investor under this Agreement. Furthermore, the trustee
under such trust has independently determined that the purchase of the Investor
Shares is a suitable investment for such trust as authorized by the terms
thereof and applicable laws and regulations.


                                      5
<PAGE>

                                    (D)      If the Investor is a limited
partnership, it is a limited partnership duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization, with full
power and authority to perform its obligations under this Agreement.


                                    (E)     If the Investor is a limited
partnership acting in an advisory capacity, it is a limited partnership duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, with full power and authority to act on behalf
of its advisory clients under this Agreement.

                                    (F)      If the Investor is a corporation,
limited liability company, partnership, trust or other form of business entity,
the execution and delivery of this Agreement will not contravene or result in a
default under any provision of existing law or regulations to which the Investor
is subject, the provisions of its trust instrument, charter, by-laws or other
governing documents or any indenture, mortgage or other agreement or instrument
to which it is a party or by which it is bound and does not require on its part
any approval, authorization, license or filing from or with any foreign,
federal, state or municipal board or agency which has not been obtained or duly
made.

                                    (G)      If the Investor is an individual,
the Investor has full power and authority to perform its obligations under this
Agreement.

                           (10)     The Investor agrees to complete and execute
and return to the Company (a) the Investor Questionnaire attached as ANNEX I to
this Agreement representing that the Investor is investing in Shares as an
"accredited investor;" (b) if the Investor is acting on behalf of a managed
account in the purchase of any Investor Shares, the Managed Accounts
Representation Letter attached as ANNEX II to this Agreement; and (c) the
Registration Statement Questionnaire attached as ANNEX IV, in each case together
with an executed signature page to this Agreement. The Investor represents and
warrants that the answers thereto are true and correct as of the date hereof and
will be true and correct as of the effective date of the Registration Statement
(as defined in Section 5). The Investor further represents and warrants that it
is not purchasing the Investor Shares on behalf of any managed account other
than as listed in the Managed Account Representation Letter.

                           (11)      The Investor has not entered into any
contracts, arrangements, understandings or relationships (written or otherwise)
with any other Person or Persons (other than the Company or a limited
partner/member or affiliate of Investor, which in any case shall not violate any
securities laws) with respect to any securities of the Company (including but
not limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies) or the
operations, management or control of the Company; the Investor is not bound
together, under common control with, in a common enterprise with, or otherwise
acting in concert with, any other Person or Persons (other than a limited
partner/member or affiliate of Investor, which in any case shall not violate any
securities laws) in connection with the transactions contemplated by this
Agreement; and the Investor does not own any securities of


                                      6
<PAGE>

the Company which are pledged or otherwise subject to a contingency the
occurrence of which would give another Person voting power or investment
power over such securities.

                           (12)     Except as otherwise set forth in ANNEX III,
as of the date hereof, the Investor does not beneficially own any shares of
Common Stock. The Company acknowledges that certain of the members/limited
partners of Investor may own shares of Common Stock; PROVIDED that such
member/limited partner is an "accredited investor" as defined in Rule 501 of the
Securities Act.

                           (13)     No state, federal or foreign regulatory
approvals, permits, licenses or consents or other contractual or legal
obligations are required for the Investor to enter into this Agreement or
otherwise purchase the Investor Shares.

                  (b) COMPANY REPRESENTATIONS, WARRANTIES AND COVENANTS. The
Company hereby represents, warrants and agrees as follows:

                           (1)      The Company has been duly organized and is
validly existing in good standing under the laws of the jurisdiction of its
organization, with full power and authority (corporate and other) to perform its
obligations under this Agreement and to consummate the transactions contemplated
hereby.

                           (2)      The execution, delivery and performance of
this Agreement by the Company and the consummation by the Company of the
transactions contemplated hereby have been duly authorized by all necessary
action of the Company and the Agreement has been duly executed and delivered by
the Company; and this Agreement, when duly executed and delivered by the
Investor, will constitute a valid and legally binding instrument of the Company
enforceable in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization or similar laws affecting the
enforcement of creditors' rights generally and by general equitable principles
(regardless of whether the issue of enforceability is considered in a proceeding
in equity or at law) and except as the indemnification and contribution
agreements of the Company in Section 5(d) hereof may be legally unenforceable.

                           (3)      The Investor Shares have been duly
authorized by the Company, and when issued and delivered by the Company against
payment therefor as contemplated hereby and in accordance with the terms of the
Memorandum, the Investor Shares will be validly issued, fully paid and
nonassessable, free of preemptive rights and free from all taxes, liens, charges
and security interests in respect of the issuance thereof.

                           (4)      The execution and delivery of this
Agreement, the consummation by the Company of the transactions herein
contemplated and the compliance by the Company with the terms hereof do not and
will not violate the Articles of Organization of the Company, or the By-Laws of
the Company, or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which the Company or
any of its subsidiaries is a party or by which the Company or any of its
subsidiaries is bound or to which any of their properties or assets are


                                      7
<PAGE>

subject, or any applicable statute or any order, judgment, decree, rule or
regulation of any court or governmental agency or body having jurisdiction
over the Company or any of its subsidiaries or any of their properties or
assets; and no consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body is
required for the valid authorization, execution, delivery and performance by
the Company of this Agreement, the issue of the Investor Sharesor the
consummation by the Company of the other transactions contemplated by
this Agreement, except for such consents, approvals, authorizations,
registrations or qualifications as may be required under Federal or state
securities or "blue sky" laws or, with respect to requirements applicable to
the Investor.

                           (5)      The information contained in the following
documents, which the Company has furnished to the Investor does not contain any
untrue statement of material fact or omit to state any material fact necessary
in order to make the statements therein in light of the circumstances in which
they were made not misleading as of the respective final dates of the documents.
Each of the documents listed in (A) through (E) below complied as to form in all
material respects with the applicable requirements of the Securities Act or
Exchange Act as of the date filed with the Commission.

                                    (A)     the Company's Annual Report to
                                            Stockholders on Form 10-KSB for the
                                            fiscal year ended December 31, 1999
                                            (without exhibits);

                                    (B)     the Company's Quarterly Report on
                                            Form 10-QSB for the quarterly period
                                            ended June 30, 2000;

                                    (C)     the Company's Quarterly Report on
                                            Form 10-QSB for the quarterly period
                                            ended March 31, 2000;

                                    (D)     the Company's Current Report on Form
                                            8-K filed on June 30, 2000;

                                    (E)     the Company's Current Report on Form
                                            8-K filed on July 31, 2000; and

                                    (F)     Notice to Stockholders and Proxy
                                            Statement for its Special Meeting in
                                            lieu of an Annual Meeting of
                                            Stockholders held May 30, 2000;

                           (6)      The balance sheets contained in the
Company's Quarterly Report on Form 10-QSB for the quarterly period ended June
30, 2000 have been prepared in conformity with generally accepted accounting
principles applied on a consistent basis, are consistent in all material
respects with the books and records of the Company and accurately present in all
material respects the financial position of the Company and its subsidiaries as
of June 30, 2000. There has been no material adverse change in the financial
condition or business or results of operations of the Company or its
subsidiaries since June 30, 2000.


                                      8


<PAGE>

                           (7)      Except as disclosed in the documents
referred to in paragraph (5) above, there is no action, suit, proceeding,
inquiry or investigation before or by any court, public board or body pending
or, to the knowledge of the Company or any of its subsidiaries, threatened in
writing against the Company or any of its subsidiaries, wherein an unfavorable
decision, ruling or finding would have a material adverse effect on the
properties, business, condition (financial or other), or results of operations
of the Company and its subsidiaries taken as a whole or the transactions
contemplated by this Agreement or any of the documents contemplated hereby or
which would adversely affect the validity or enforceability of, or the authority
or ability of the Company to perform its obligations under this Agreement or any
of such other documents.

         (c) SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
Notwithstanding any investigation made by any party to this Agreement, all
covenants, agreements, representations and warranties made by the Company and
the Investor herein and in the certificates for the Investor Shares delivered
pursuant hereto shall survive the execution of this Agreement, the delivery to
the Investor of the Investor Shares being purchased and the payment therefor.

         5. REGISTRATION OF THE SHARES; COMPLIANCE WITH THE SECURITIES ACT.

                  (a)      REGISTRATION RIGHTS; REGISTRATION PROCEDURES AND
                           EXPENSES.

                           (1)      If at any time or times after the date
hereof, the Company shall determine or be required to register any shares of its
Common Stock or other equity securities for sale under the Securities Act in
exchange for cash (whether in connection with a public offering of securities by
the Company (a "PRIMARY OFFERING"), a public offering of securities by
stockholders of the Company (a "SECONDARY OFFERING") or both), but not in
connection with a registration effected solely to implement an employee benefit
plan or a transaction to which Rule 145 or any other similar rule of the
Commission under the Securities Act is applicable, the Company shall:

                                    (i)     Promptly give written notice thereof
to each of the Investors.

                                    (ii)    Use commercially reasonable efforts
to effect the registration under the Securities Act of all Investor Shares (but
not any other shares) which such Investors request to be registered in a writing
delivered to the Company within 10 days after such Investors' receipt of the
notice referred to above, subject to subparagraph (iii) below.

                                    (iii)   In the case of the registration of
shares of Common Stock by the Company in connection with an underwritten public
offering, (a) the Company shall not be required to include any Investor Shares
in such underwriting unless the Investors thereof accept the terms of the
underwriting as agreed upon between the Company and the underwriter or
underwriters selected by it, and (b) if the underwriter(s) determines that
marketing factors require a limitation on the number of Investor Shares to be
offered, the Company shall not be required to register Investor Shares of the
Investors in excess of the amount, if any, of shares of the capital stock which
the principal underwriter of such underwritten offering shall reasonably and in
good


                                       9
<PAGE>

faith agree to include in such offering in excess of any amount to be
registered for the Company, and in the event of any such limitation the
number of Investor Shares of any Investor requesting inclusion in such
registration shall be based upon the relative holdings of Common Stock of all
Investors requesting such registration (and if any Investor would thus be
entitled to include more Investor Shares than such Investor requested to be
registered, the excess shall be allocated among other requesting Investors
PRO RATA based upon their relative holdings of Common Stock). All expenses
relating to the registration and offering of Investor Shares pursuant to this
Section 5(a)(1) and pursuant to Section 5(a)(2) below shall be borne by the
Company, except that the Investors shall bear underwriting and selling
commissions attributable to their Investor Shares being registered, any
transfer taxes on shares being sold by such Investors and the costs of any
counsel or other professional advisors engaged by the Investors.

                           (2)      The Company shall:

                                    (a)     Subject to the provisions of
Section 5(c) below, use commercially reasonable efforts to prepare and file with
the Commission within 120 days of the Closing a registration statement (the
"REGISTRATION STATEMENT") to enable the public offering and sale of the Investor
Shares by the Investor from time to time through the over-the-counter market or
in privately-negotiated transactions or otherwise.

                                    (b)     Use commercially reasonable efforts,
subject to receipt of necessary information from the Investor, to cause the
Registration Statement to become effective as promptly as practicable after
filing thereof.

                                    (c)     Promptly prepare and file with the
Commission such amendments and supplements to the Registration Statement and the
prospectus used in connection therewith as may be necessary to keep the
Registration Statement effective for a period not exceeding the second
anniversary of the Closing, or such shorter period which will terminate on the
earlier of the date when (i) the Shares held by the Investor may be sold without
registration under the Securities Act or (ii) all of the Shares covered by such
Registration Statement have been sold pursuant to such Registration Statement or
otherwise.

                                    (d)     Promptly furnish to the Investor
with respect to the Investor Shares registered under the Registration Statement
(and to each underwriter, if any, of such Investor Shares) such number of copies
of the Registration Statement and any amendment or supplement thereto and of
prospectuses and preliminary prospectuses in conformity with the requirements of
the Securities Act.

                                    (e)     Promptly file documents required of
the Company for customary "blue sky" clearance in states specified in writing by
the Investor and reasonably required by the Investor in order to resell its
Investor Shares; PROVIDED, HOWEVER, that the Company shall not be required to
qualify to do business or consent to service of process in any jurisdiction in
which it is not now so qualified or has not so consented.


                                       10
<PAGE>

                                    (f)     Promptly inform the Investor when
any stop order by the Commission has been issued with respect to the Investor
Shares and use commercially reasonable efforts to promptly cause such stop order
to be withdrawn.

                                    (g)     Take such other actions as may
reasonably be necessary to effect the registration of the resale of the Investor
Shares in accordance with the terms of this Agreement and to allow such Investor
Shares to trade in the same market system or exchange where the Company's Common
Stock then trades.

                                    (h)     File the reports required to be
filed by it under the Securities Act and the Exchange Act (or, if the Company is
not required to file such reports, it will, upon the request of any holder of
Investor Shares, make publicly available other information so long as necessary
to permit sales under Rule 144 under the Securities Act), all to the extent
required from time to time to enable the Investor to sell Investor Shares
without registration under the Securities Act within the limitations provided by
(i) Rule 144 under the Securities Act, as such Rule may be amended from time to
time, or (ii) any similar rule or regulation hereafter adopted by the
Commission; PROVIDED, HOWEVER, that nothing in this Agreement shall require the
Company to file reports under the Securities Act or the Exchange Act, to
register any of its securities under the Exchange Act, or to make publicly
available any information concerning the Company at any time when it is not
required by law or by any agreement by which it is bound to do any of the
foregoing.

A questionnaire related to the Registration Statement to be completed by the
Investor is attached hereto as ANNEX IV.

                  (b) TRANSFER OF SHARES. The Investor agrees not to effect any
disposition of the Shares or the right to purchase the Shares that would
constitute a sale within the meaning of the Securities Act except as
contemplated in Sections 5(a)(1) and (2) or pursuant to an exemption from
registration under the Securities Act. The Investor agrees to promptly notify
the Company of any changes in the information set forth in any registration
statement regarding the Investor Shares or the Investor.

                  (c) The Investor hereby acknowledges and agrees that in the
event that the Company makes any filing with the SEC in connection with a
primary underwritten offering within 120 days following the Closing Date, the
time period for preparing and filing a Registration Statement as contemplated by
Section 5(a)(2) above shall be extended until June 30, 2001 and the Company
shall use commercially reasonable efforts, subject to the receipt of necessary
information from the Investor, to cause the Registration Statement to become
effective as promptly thereafter as practicable.

                  (d) INDEMNIFICATION AND CONTRIBUTION. For the purpose of this
Section 5(d):

                           (1)      The term "SELLING SHAREHOLDER" shall include
the Investor, officers, directors, trustees, or any affiliate of such Investor
and each person, if any, who controls the Selling Shareholder within the meaning
of the Securities Act;


                                       11
<PAGE>

                           (2)      The term "REGISTRATION STATEMENT" shall
include (i) the Registration Statement and any final prospectus, exhibit,
supplement or amendment included in or relating to the Registration Statement
and (ii) any registration statement filed in connection with Section 5(a)(1) and
any final prospectus, exhibit, supplement or amendment included in or relating
to such registration statement; and

                           (3)      The term "UNTRUE STATEMENT" shall include
any untrue statement or alleged untrue statement, or any omission or alleged
omission to state in the Registration Statement a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

         The Company agrees to indemnify and hold harmless each Selling
Shareholder from and against any losses, claims, damages or liabilities to which
such Selling Shareholder may become subject (under the Securities Act or
otherwise) insofar as such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) arise out of, or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading or arise out of any failure by the Company to fulfill any
undertaking included in the Registration Statement and the Company will
reimburse such Selling Shareholder for any reasonable legal or other expenses
reasonably incurred in investigating, defending or preparing to defend any such
action, proceeding or claim, PROVIDED, HOWEVER, that the Company shall not be
liable in any such case to the extent that such loss, claim, damage or liability
arises out of, or is based upon, any such untrue statement or omission made in
such Registration Statement in reliance upon information furnished to the
Company by or on behalf of such Selling Shareholder for use in preparation of
the Registration Statement, or the failure of such Selling Shareholder to comply
with the covenants and agreements contained in Sections 3(a) and 5(c) hereof
respecting sale of the Shares or any statement or omission in any prospectus
that is corrected or made not misleading in any subsequent prospectus that was
delivered to the Investor prior to the pertinent sale or sales by the Investor.
The Company will reimburse such Selling Shareholder, as the case may be, for any
legal or other expenses reasonably incurred in investigating, defending or
preparing to defend any such action, proceeding or claim.

         The Investor agrees to indemnify and hold harmless the Company (and
each person, if any, who controls the Company within the meaning of Section 15
of the Securities Act, each officer of the Company who signs the Registration
Statement and each director of the Company) from and against any losses, claims,
damages or liabilities to which the Company (or any such officer, director or
controlling person) may become subject (under the Securities Act or otherwise),
insofar as such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) arise out of, or are based upon, any failure to
comply with the covenants and agreements contained in Sections 3(a) and 5(b)
hereof respecting sale of the Shares, or any untrue statement of a material fact
contained in the Registration Statement on the effective date thereof if such
untrue statement was made in reliance upon information furnished by or on behalf
of the Investor for use in preparation of the Registration Statement, PROVIDED,
HOWEVER, that such Investor shall not be liable in any such case to the extent
that the Investor has furnished in


                                       12
<PAGE>

writing to the Company information expressly for use in such Registration
Statement or any amendment thereof or supplement thereto which corrected or
made not misleading information previously furnished to the Company prior to
the filing of the Registration Statement, and if thereafter, has notified the
Company of such information immediately upon its occurrence or the Investor's
knowledge of its occurrence. The Investor will reimburse the Company (or such
officer, director or controlling person), as the case may be, for any legal
or other expenses reasonably incurred in investigating, defending or
preparing to defend any such action, proceeding or claim. In no event shall
the liability of the Investor hereunder be greater in amount than the dollar
amount of the proceeds received by such Investor upon the sale of the Shares
giving rise to such indemnification obligation.

         Promptly after receipt by any indemnified person of a notice of a claim
or the beginning of any action in respect of which indemnity is to be sought
against an indemnifying person pursuant to this Section 5(d), such indemnified
person shall notify the indemnifying person in writing of such claim or of the
commencement of such action, and, subject to the provisions hereinafter stated,
in case any such action shall be brought against an indemnified person and such
indemnifying person shall be entitled to participate therein, and, to the extent
it shall wish, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified person. After notice from the indemnifying
person to such indemnified person of its election to assume the defense thereof,
such indemnifying person shall not be liable to such indemnified person for any
legal expenses subsequently incurred by such indemnified person in connection
with the defense thereof, PROVIDED, HOWEVER, that if there exists or shall exist
a conflict of interest that would make it inappropriate, in the opinion of
counsel to the indemnified person, for the same counsel to represent both the
indemnified person and such indemnifying person or any affiliate or associate
thereof, the indemnified person shall be entitled to retain its own counsel at
the expense of such indemnifying person; PROVIDED, HOWEVER, that no indemnifying
person shall be responsible for the fees and expenses of more than one separate
counsel for all indemnified parties.

         If the indemnification provided for in this Section 5(d) from the
indemnifying person is unavailable to an indemnified person hereunder in respect
of any losses, claims, damages, liabilities or expenses referred to herein, then
the indemnifying person, in lieu of indemnifying such indemnified person, shall
contribute to the amount paid or payable by such indemnified person as a result
of such losses, claims, damages, liabilities or expenses in such proportion as
is appropriate to reflect the relative fault of the indemnifying person and
indemnified persons in connection with the actions which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative fault of such indemnifying person and
indemnified persons shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact, has been made by, or relates to information supplied by,
such indemnifying person or indemnified persons, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such action. The amount paid or payable by a party as a result of the losses,
claims, damages, liabilities and expenses referred to above shall be deemed to
include, subject to the limitations set forth in this Section 5(d), any
reasonable legal or other fees


                                       13
<PAGE>

or expenses reasonably incurred by such party in connection with any
investigation or proceeding.

         The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 5(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5(d), no Investor shall be
required to contribute any amount in excess of the dollar amount of the proceeds
received by such Investor upon the sale of the Shares giving rise to such
contribution obligation. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

                  (e) TERMINATION OF CONDITIONS AND OBLIGATIONS. The conditions
precedent imposed by Section 2 or this Section 5 upon the transferability of the
Investor Shares shall cease and terminate as to any particular number of the
Investor Shares when such Investor Shares shall have been effectively registered
under the Securities Act and sold or otherwise disposed of in accordance with
the intended method of disposition set forth in the registration statement
covering such Investor Shares or at such time as an opinion of counsel
satisfactory to the Company shall have been rendered to the effect that such
conditions are not necessary in order to comply with the Securities Act.

                  (f) INFORMATION AVAILABLE. So long as a registration statement
is effective covering the resale of the Investor Shares, the Company will
furnish to the Investor:

                           (1)      As soon as practicable after available (but
in the case of the Company's Annual Report to Shareholders, within one hundred
twenty (120) days after the end of each fiscal year of the Company), one copy of
(i) its Annual Report to Shareholders (which Annual Report shall contain
financial statements audited in accordance with generally accepted accounting
principles by a national firm of certified public accountants), (ii) if not
included in substance in the Annual Report to Shareholders, its Annual Report on
Form 10-K or equivalent form, (iii) its Quarterly Reports to Shareholders, (iv)
if not included in substance in its Quarterly Reports to Shareholders, its
quarterly reports on Form 10-Q or equivalent form, and (v) a full copy of the
particular registration statement covering the Shares (the foregoing, in each
case, excluding exhibits);

                           (2)      Upon the reasonable request of the Investor,
all exhibits excluded by the parenthetical to subparagraph (i) of this Section
5(f) and all other information that is made available to shareholders; and

                           (3)      Upon the reasonable request of the Investor,
an adequate number of copies of the prospectuses to supply to any other party
requiring such prospectuses;

and the Company, upon the reasonable request of the Investor, will meet with the
Investor or a representative thereof at the Company's headquarters to discuss
all information relevant for


                                       14
<PAGE>

disclosure in the registration statement covering the Investor Shares and
will otherwise cooperate with any Investor conducting an investigation for
the purpose of reducing or eliminating such Investor's exposure to liability
under the Securities Act, including the reasonable production of information
at the Company's headquarters.

         8.       MISCELLANEOUS.

                  (a) FEES AND EXPENSES. Each of the parties hereto shall be
responsible for their own expenses incurred in connection with the transactions
contemplated hereby. The Company shall reimburse the Investor for its reasonable
out-of-pocket expenses incurred in connection with the procedures in Section
5(a)(2)(a) through (h) hereof, other than fees and expenses, if any, of counsel
or other advisors to the Investor upon delivery to the Company of reasonable
documentation setting forth such out-of-pocket expenses.

                  (b) BINDING AGREEMENT; ASSIGNMENT. This Agreement shall be
binding upon, and shall inure solely to the benefit of, each of the parties
hereto, and each of their respective heirs, executors, administrators,
successors and permitted assigns, and no other person shall acquire or have any
right under or by virtue of this Agreement. The Investor may not assign any of
its rights or obligations hereunder to any other person or entity without the
prior written consent of the Company.

                  (c) ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof and
may be amended only by written execution by both parties. By executing this
Agreement below, the Investor agrees to be bound by all of the terms,
provisions, warranties, covenants and conditions contained herein. Upon
acceptance by the Company, this Agreement shall be binding on both parties
hereto.

                  (d) CONSENT TO JURISDICTION. THIS AGREEMENT SHALL BE ENFORCED,
GOVERNED AND CONSTRUED IN ALL RESPECTS IN ACCORDANCE WITH THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS
PRINCIPLES. FURTHERMORE, EACH INVESTOR HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS AND THE UNITED
STATES OF AMERICA FOR THE DISTRICT OF MASSACHUSETTS IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT.

                  (e) NOTICES. All notices, requests, consents and other
communication hereunder shall be in writing, shall be mailed by first class
registered or certified mail, or nationally recognized overnight express courier
postage prepaid, and shall be deemed given when so mailed and shall be delivered
as addressed as follows:


                                       15
<PAGE>

         if to the Company, to:

                           StockerYale, Inc.
                           32 Hampshire Road
                           Salem, New Hampshire 03079
                           Attn:  Mark W. Blodgett
                                  Chief Executive Officer

         with a copy mailed to:

                           Goodwin, Procter & Hoar  LLP
                           Exchange Place
                           Boston, Massachusetts 02109
                           Attn:  Stuart M. Cable, P.C.

or to such other person at such other place as the Company shall designate to
the Investor in writing; and

if to the Investor, at its address as set forth at the end of this Agreement, or
at such other address or addresses as may have been furnished to the Company in
writing.

                  (f) COUNTERPARTS. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one in the same agreement.

                  [Remainder of Page Intentionally Left Blank]

                                       16

<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                       STOCKERYALE, INC.


                                       By: __________________________
                                           Name:
                                           Title:


Accepted and Agreed as of the date
first above written:


Name of Investor (Print)


By: __________________________
    Name:
    Title

Address: _____________________
         _____________________
         _____________________

Telephone: ___________________
Facsimile: ___________________

Nominee (name in which Investor Shares are to
be registered, if different than name of
Investor)______________

Address of Nominee:

           ___________________
           ___________________
           ___________________

Taxpayer I.D. Number: ______________________
(if acquired in the name of a nominee, the
taxpayer I.D. number of such nominee)

                            (CONTINUED ON NEXT PAGE)


                                      S-1
<PAGE>

Designated Bank________________________
Address________________________________
ABA No._
Account No.____________________________
Attention______________________________

                  EACH INVESTOR EXECUTING THESE PURCHASE AGREEMENT SIGNATURE
                  PAGES ON BEHALF OF ONE OR MORE MANAGED ACCOUNTS SHOULD PROVIDE
                  THE NAME OF, AND FOREGOING INFORMATION WITH RESPECT TO, EACH
                  SUCH MANAGED ACCOUNT.

















                                                        S-2

<PAGE>

                                                                         ANNEX I


                             INVESTOR QUESTIONNAIRE


         The Shares are being offered for sale to "accredited investors" as that
term is defined in Rule 501 under the Securities Act of 1933, as amended (the
"Act").

         The undersigned entity certifies that it (and each managed account on
whose behalf Investor Shares are being purchased by it) is an "accredited
investor" because it is (check one or more items below):

              i0      a bank as defined in section 3(a)(2) of the Act whether
                      acting in its individual or fiduciary capacity;

              ii0     a savings and loan association or other institution as
                      defined in section 3(a)(5)(A) of the Act whether acting in
                      its individual or fiduciary capacity;

              iii0    a broker dealer registered pursuant to section 15 of the
                      Securities Exchange Act of 1934, as amended;

              iv0     an insurance company as defined in section 2(13) of the
                      Act;

              v0      an investment company registered under the Investment
                      Company Act of 1940, as amended (the "1940 Act");

              vi0     a business development company as defined in section
                      2(a)(48) of the 1940 Act;

              vii0    a Small Business Investment Company licensed by the U.S.
                      Small Business Administration under section 301(c) or (d)
                      of the Small Business Investment Act of 1958;

              viii0   a plan established and maintained by a state or its
                      political subdivision for the benefit of its employees,
                      provided that such plan has total assets in excess of
                      $5,000,000;

              ix0     an employee benefit plan within the meaning of Title I of
                      the Employee Retirement Income Security Act of 1974
                      ("ERISA"), provided that the investment decision is made
                      by a plan fiduciary, as defined in section 3(21) of ERISA,
                      and the plan fiduciary is either a bank, savings and loan
                      association, insurance company or registered investment
                      adviser or provided that the employee benefit plan has
                      total assets in excess of $5,000,000; or if a


<PAGE>

                      self-directed plan, with investment decisions made solely
                      by persons that are accredited investors;

              x0      a private business development company as defined in
                      section 202(a)(22) of the Investment Advisers Act of 1940;

              xi0     an organization described in section 501(c)(3) of the
                      Internal Revenue Code, not formed for the specific purpose
                      of acquiring the Investor Shares, with total assets in
                      excess of $5,000,000;

              xii0    a director or executive officer, or general partner of the
                      Company;

              xiii0   a corporation, Massachusetts or similar business trust, or
                      partnership, not formed for the specific purpose of
                      acquiring the Investor Shares, with total assets in excess
                      of $5,000,000;

              xiv0    a trust, with total assets in excess of $5,000,000, not
                      formed for the specific purpose of acquiring the Investor
                      Shares, and the purchase of the Investor Shares is
                      directed by a sophisticated person as described in Rule
                      506(b)(2)(ii) under the Act;

              xv0     a natural person whose individual net worth, or joint net
                      worth with that person's spouse, at the time of his
                      purchase exceeds $1,000,000;

              xvi0    a natural person who had an individual income in excess of
                      $200,000 in each of 1998 and 1999 or joint income with
                      that person's spouse in excess of $300,000 in each of
                      those years and has a reasonable expectation of reaching
                      the same income level in 2000;

              xvii0   an entity in which all of the equity owners are accredited
                      investors (described in any of (i) - (xvi) above).

                                    INVESTOR:


                                    By: _______________________________
                                        Name:
                                        Title:


<PAGE>

                                                                        ANNEX II


                [Form of Managed Accounts Representation Letter]


StockerYale, Inc.
32 Hampshire Road
Salem, New Hampshire 03079
Attn:  Mark W. Blodgett
       Chief Executive Officer

Ladies and Gentlemen:

         Reference is hereby made to that certain Stock Purchase Agreement,
dated as of September __, 2000 (the "Agreement"), by and between you and the
undersigned relating to the purchase of shares of the common stock, par value
$0.001 per share (the "Common Stock"), of StockerYale, Inc. ("Stocker").
Capitalized terms used herein that are not defined herein have the meaning set
forth in the Agreement.

         The undersigned has executed or is executing the Agreement as an
Investor.

         This Managed Accounts Representation Letter will serve to advise you
that in executing the Agreement, the undersigned has acted for or on behalf of
one or more persons ("Accounts") pursuant to authority granted to the
undersigned by each such Account.

         The undersigned hereby represents and warrants to, and covenants and
agrees with, you that:

                  i0       the shares of Common Stock being purchased under the
                           Agreement by or for an Account are being purchased
                           for the benefit of the Account and the undersigned is
                           not acting for itself but is acting as a fiduciary on
                           behalf of such Account;

                  ii0      the representations and warranties of the Investor
                           set forth in Section 3(a)(iii) of the Agreement are
                           true and correct as to each Account and the Investor
                           Shares being purchased by or for such Account;

                  iii0     each such Account will be fully bound by and subject
                           to the Agreement in all respects as an Investor;


<PAGE>

                  iv0      the undersigned is fully authorized by each such
                           Account to enter into the Agreement with full
                           authority regarding the investment in and disposition
                           of the Investor Shares, the evaluation of the merits
                           and risks of the investment and to execute this
                           Managed Accounts Representation Letter for or on
                           behalf of such Account;

                  v0       the undersigned is registered or licensed as either
                           an investment adviser or a dealer or broker and is in
                           compliance with all investment adviser or dealer and
                           broker requirements, as the case may be, in
                           connection with the sale of the Investor Shares and
                           with all the statutes, rules and regulations with
                           respect to registration or licensing in each state in
                           which the Investor Shares are sold by the
                           undersigned; and


         Executed as of the date as of which the Agreement is executed by the
undersigned.

                                ACCOUNT MANAGER:


                                __________________________________________



                                By: ____________________________
                                    Name:
                                    Title:

                                On behalf of the following accounts:




<PAGE>




                                                                       ANNEX III




                       NUMBER OF SHARES BENEFICIALLY OWNED







<PAGE>




                                                                        ANNEX IV



                      REGISTRATION STATEMENT QUESTIONNAIRE

         In connection with the preparation of the Registration Statement,
please provide us with the following information:

         1. Pursuant to the "Selling Shareholder" section of the Registration
Statement, please state your or your organization's name exactly as it should
appear in the Registration Statement:


         2. Please provide the following information, as of the Closing Date:

                      (1)                                (2)

                                                Number of shares
             Number of Shares                   if any, which will
             which are being                    be owned after
             included in the                    completion of sale
             Registration                       of Shares included
             Statement (if all                  in the Registration
             PURCHASED, PUT ALL)                STATEMENT



         3 Have you or your organization had any position, office or other
material relationship within the past three (3) years with the Company or its
affiliates other than as disclosed in the Memorandum?

             ___Yes                                      ___No

         If yes, please indicate the nature of any such relationship below:

         ----------------------------------------------------------------

         ----------------------------------------------------------------

         ----------------------------------------------------------------



<PAGE>




                                                                         ANNEX V


Attention:


                    INVESTOR'S CERTIFICATE OF SUBSEQUENT SALE

         The undersigned, [an officer of, or other person duly authorized by]
______________ [fill in official name of individual or institution] hereby
certifies that he/she [said institution] is the Investor in the shares evidenced
by the attached certificate, and as such, sold such shares on _____[date] in
accordance with registration statement number ________________[fill in the
number of or otherwise identify registration statement] and the requirement
of delivering a current prospectus and current annual and quarterly reports
by the Company has been complied with in connection with such sale.

<TABLE>

<S>               <C>                                        <C>
Print or Type:

                  Name of Investor
                      (Individual or
                       Institution)                           ____________________________________

                  Name of Individual
                      representing
                      Investor (if an
                      Institution):                           ____________________________________

                  Title of Individual
                      representing
                      Investor (if an
                      Institution):                           ____________________________________

Signature by:

                  Individual Investor or
                      Individual representing
                      Investor:                               ____________________________________

</TABLE>



<PAGE>




                                                                        ANNEX VI



                                WIRE INSTRUCTIONS




FUNDS TO BE WIRED TO:







CHECK PAYMENTS TO / PHYSICAL DELIVERIES:









1013903.1 libc