STOCKERYALE INC
FORM OF REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>regrightsagreement.htm
<DESCRIPTION>FORM OF REGISTRATION RIGHTS AGREEMENT
<TEXT>
<html>

<head>

<title>Form of Registration Rights Agreement</title>

</head>

<body>

<p class="CenterBold" align="center">
<b>
<font face="Arial" size="2">REGISTRATION RIGHTS AGREEMENT </font> </b> </p>

<p style="text-align: left; text-indent: 5%">
<font face="Arial" size="2">This Registration Rights Agreement (this "Agreement") is made
and entered into as of June 10, 2004, by and between StockerYale, Inc., a
Massachusetts corporation (the "Company"), and Laurus Master Fund, Ltd., a
Cayman Islands company (the "Purchaser"). </font> </p>
<p style="text-align: left; text-indent: 5%">
<font size="2" face="Arial">This Agreement is being entered into in connection with a
Securities Purchase Agreement dated as of the date hereof between the Purchase
and the Company (the "Purchase Agreement") and pursuant to the Note and Warrant.
</font>
</p>
<p class="body" align="left">
<font face="Arial" size="2">The Company and the Purchaser hereby agree as follows:
</font> </p>
<p style="text-align: left; text-indent: .5in; margin-left: 0in">

<font face="Arial" size="2">1.</font><font face="Arial"><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;
</font><b><font size="2">Definitions</font></b><font size="2">.&nbsp;
Capitalized terms used and not otherwise defined herein that are defined in the
Purchase Agreement shall have the meanings given such terms in the Purchase
Agreement.&nbsp; As used in this Agreement, the following terms shall have the
following meanings: </font> </font> </p>
<blockquote>
  <blockquote>
<p align="left"><font face="Arial" size="2">"<i>Effectiveness
Date</i>" means the 90th day following the Closing Date. </font>  </p>
<p align="left"><font face="Arial" size="2">"<i>Effectiveness
Period</i>" shall have the meaning set forth in Section 2(a). </font>
    </p>
<p align="left"><font face="Arial" size="2">"<i>Filing
Date</i>" means, with respect to the Registration Statement required to be filed
hereunder, the 30th day following the Closing Date. </font>  </p>
<p align="left"><font face="Arial" size="2">"<i>Holder</i>"
or "<i>Holders</i>" means the Purchaser or any of its affiliates or transferees
to the extent any of them hold Registrable Securities.</font></p>
<p align="left"><font face="Arial" size="2">"<i>Indemnified
Party</i>" shall have the meaning set forth in Section 5(c). </font>
    </p>
<p align="left"><font face="Arial" size="2">"<i>Indemnifying
Party</i>" shall have the meaning set forth in Section 5(c). </font>
    </p>
<p align="left"><font face="Arial" size="2">"<i>Losses</i>"
shall have the meaning set forth in Section 5(a). </font>  </p>
<p align="left"><font face="Arial" size="2">"<i>Note</i>"
means the convertible promissory note issued on the date hereof.</font></p>
<p style="text-align: left">

<font size="2" face="Arial">"<i>Proceeding</i>" means an action, claim, suit,
investigation or proceeding (including, without limitation, an investigation or
partial proceeding, such as a deposition), whether commenced or threatened.
</font>

</p>
<p style="text-align: left">

<font size="2" face="Arial">"<i>Prospectus</i>" means the prospectus included in a
Registration Statement (including, without limitation, a prospectus that
includes any information previously omitted from a prospectus filed as part of
an effective registration statement in reliance upon Rule 430A promulgated under
the Securities Act), as amended or supplemented by any prospectus supplement,
with respect to the terms of the offering of any portion of the Registrable
Securities covered by the Registration Statement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference or deemed to be incorporated by reference in
such Prospectus. </font>  </p>
<p style="text-align: left">

<font size="2" face="Arial">"<i>Registrable Securities</i>" means the shares of Common
Stock issued upon the conversion of the Note and issuable upon exercise of the
Warrant. </font>  </p>
<p style="text-align: left">

<font size="2" face="Arial">"<i>Registration Statement</i>" means the registration
statement required to be filed hereunder, including the Prospectus, amendments
and supplements to such registration statement or Prospectus, including pre- and
post-effective amendments, all exhibits thereto, and all material incorporated
by reference or deemed to be incorporated by reference in such registration
statement. </font>  </p>
<p style="text-align: left">

<font size="2" face="Arial">"<i>Rule 144</i>" means Rule 144 promulgated by the
Commission pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission
having substantially the same effect as such Rule. </font>  </p>
<p style="text-align: left">

<font size="2" face="Arial">"<i>Rule 415</i>" means Rule 415 promulgated by the
Commission pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission
having substantially the same effect as such Rule. </font>  </p>
<p style="text-align: left">

<font size="2" face="Arial">"<i>Rule 424</i>" means Rule 424 promulgated by the
Commission pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission
having substantially the same effect as such Rule. </font>  </p>
<p style="text-align: left">

<font size="2" face="Arial">"<i>Warrant</i>" means the Common Stock purchase warrant
issued pursuant to the Purchase Agreement. </font>  </p>
  </blockquote>
</blockquote>
<p style="text-indent: .5in; margin-left: 0in" align="left">

<font face="Arial" size="2">2.</font><font face="Arial"><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;
</font><b><font size="2">Registration</font></b><font size="2">.</font></font></p>
<p style="text-align: left; text-indent: 1.0in; margin-left: 0in">

<font face="Arial" size="2">(a)&nbsp;&nbsp;&nbsp;&nbsp; On or prior to
the Filing Date, the Company shall prepare and file with the Commission a
Registration Statement covering the resale of the Registrable Securities in an
offering to be made on a continuous basis pursuant to Rule 415.&nbsp; The
Registration Statement shall be on Form S-3 (except if the Company is not then
eligible to register for resale the Registrable Securities on Form S-3, in which
case such registration shall be on another appropriate form in accordance
herewith).&nbsp; The Company shall use its reasonable commercial efforts to cause the
Registration Statement to be declared effective under the Securities Act as
promptly as possible after the filing thereof, but in any event no later than
the Effectiveness Date, and shall use its reasonable commercial efforts to keep
the Registration Statement continuously effective under the Securities Act until
the date which is the earliest date of when (i) all Registrable Securities have
been sold, (ii) all Registrable Securities may be sold immediately without
registration under the Securities Act and without volume restrictions pursuant
to Rule 144(k), as determined by the counsel to the Company pursuant to a
written opinion letter to such effect, addressed and acceptable to the Company's
transfer agent and the affected Holders, (iii) four years after the Closing
Date; or (iv) six months after the latest exercise period of the Warrant (the
"Effectiveness Period"). </font>  </p>
<p style="text-align: left; text-indent: 1.0in; margin-left: 0in">

<font face="Arial" size="2">(b)&nbsp;&nbsp;&nbsp;&nbsp; If: (i) any
Registration Statement is not filed on or prior to the Filing Date; (ii) a
Registration Statement filed hereunder is not declared effective by the
Commission by the Effectiveness Date; (iii) after a Registration Statement is
filed with and declared effective by the Commission, such Registration Statement
ceases to be effective (by suspension or otherwise) as to all Registrable
Securities to which it is required to relate at any time prior to the expiration
of the Effectiveness Period (without being succeeded as promptly as practicable
by an additional registration statement filed and declared effective), for a
period of time which shall exceed 60 days in the aggregate per year or more than
30 consecutive calendar days (defined as a period of 365 days commencing on the
date the Registration Statement is declared effective); or (iv) the Common Stock
is not listed or quoted, or is suspended from trading on any Trading Market&nbsp; for
a period of three (3) consecutive Trading Days (provided the Company shall not
have been able to cure such trading suspension within 30 days of the notice
thereof or list the Common Stock on any of the NASD OTC Bulletin Board, BBX
Exchange, NASDAQ SmallCap Market, the Nasdaq National Market, American Stock
Exchange or New York Stock Exchange (the "Trading Market"))(any such failure or
breach being referred to as an "Event," and for purposes of clause (i) or (ii)
the date on which such Event occurs, or for purposes of clause (iii) the date
which such 60 day or 30 consecutive day period (as the case may be) is exceeded,
or for purposes of clause (iv) the date on which such three (3) Trading Day
period is exceeded, being referred to as "Event Date"), then until the
applicable Event is cured, the Company shall pay to each Holder an amount in
cash, as liquidated damages and not as a penalty, equal to 1.0% for each thirty
(30) day period (prorated on a daily basis for partial periods) of the original
principal amount of the Note.&nbsp; Such liquidation damages shall be paid not less
than each thirty (30) days during an Event and within three (3) business days
following the date on which such Event has been cured by the Company.</font></p>
<p style="text-align: left; text-indent: .5in; margin-left: 0in">

<font face="Arial" size="2">3.</font><font face="Arial"><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;
</font><b><font size="2">Registration
Procedures</font></b><font size="2">.&nbsp; If and
whenever the Company is required by the provisions hereof to effect the
registration of the Registrable Securities under the Act, the Company will, as
expeditiously as possible: </font></font>  </p>
<p style="text-align: left; text-indent: 1.0in; margin-left: 0in">

<font face="Arial" size="2">(a)&nbsp;&nbsp;&nbsp;&nbsp; prepare and file
with the SEC a registration statement with respect to such securities, promptly
as possible respond to any comments received from the SEC and use its best
efforts to cause such registration statement to become and remain effective for
the period of the distribution contemplated thereby (determined as herein
provided), and promptly provide to the Purchaser copies of all filings and SEC
letters of comment;</font></p>
<p style="text-align: left; text-indent: 1.0in; margin-left: 0in">

<font face="Arial" size="2">(b)&nbsp;&nbsp;&nbsp;&nbsp; prepare and file
with the SEC such amendments and supplements to such registration statement and
the prospectus used in connection therewith as may be necessary to comply with
the provisions of the Securities Act with respect to the disposition of all
securities covered by the registration statement and to keep such registration
statement effective until the expiration of the Effectiveness Period; </font>

</p>
<p style="text-align: left; text-indent: 1.0in; margin-left: 0in">

<font face="Arial" size="2">(c)&nbsp;&nbsp;&nbsp;&nbsp; furnish to the
Purchaser such number of copies of the registration statement and the prospectus
included therein (including each preliminary prospectus) as the Purchaser
reasonably may request to facilitate the public sale or disposition of the
securities covered by such registration statement; </font>  </p>
<p style="text-align: left; text-indent: 1.0in; margin-left: 0in">

<font face="Arial" size="2">(d)&nbsp;&nbsp;&nbsp;&nbsp; use its
commercially reasonable efforts to register or qualify the Purchaser's
Registrable Securities covered by such registration statement under the
securities or "blue sky" laws of such jurisdictions as the Purchaser, provided,
however, that the Company shall not for any such purpose be required to qualify
generally to transact business as a foreign corporation in any jurisdiction
where it is not so qualified or to consent to general service of process in any
such jurisdiction; </font>  </p>
<p style="text-align: left; text-indent: 1.0in; margin-left: 0in">

<font face="Arial" size="2">(e)&nbsp;&nbsp;&nbsp;&nbsp; list the
Registrable Securities covered by such registration statement with any
securities exchange on which the Common Stock of the Company is then listed; </font>

</p>
<p style="text-align: left; text-indent: 1.0in; margin-left: 0in">

<font face="Arial" size="2">(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; immediately
notify the Purchaser at any time when a prospectus relating thereto is required
to be delivered under the Securities Act, of the happening of any event of which
the Company has knowledge as a result of which the prospectus contained in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing; and</font></p>
<p style="text-align: left; text-indent: 1.0in; margin-left: 0in">

<font face="Arial" size="2">(g)&nbsp;&nbsp;&nbsp;&nbsp; make available on
reasonable notice for inspection during normal business hours&nbsp; by the Purchaser
and any attorney, accountant or other agent retained by the Purchaser, all
publicly available, non-confidential financial and other records, pertinent
corporate documents and properties of the Company, and cause the Company's
officers, directors and employees to supply all publicly available,
non-confidential information reasonably requested by the attorney, accountant or
agent of the Purchaser for the purpose of effecting the registration of the
Registrable Securities pursuant to this Agreement. </font>  </p>
<p style="text-align: left; text-indent: .5in; margin-left: 0in">

<font face="Arial" size="2">4.</font><font face="Arial"><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;
</font><b><font size="2">Registration
Expenses</font></b><font size="2">.&nbsp; All
expenses relating to the Company's compliance with Sections 2 and 3 hereof,
including, without limitation, all registration and filing fees, printing
expenses, fees and disbursements of counsel and independent public accountants
for the Company, fees and expenses (including reasonable counsel fees) incurred
in connection with complying with state securities or "blue sky" laws, fees of
the NASD, transfer taxes, fees of transfer agents and registrars, reasonable
fees of, and reasonable disbursements incurred by, one counsel for the Holders,
and costs of insurance are called "Registration Expenses". All selling
commissions applicable to the sale of Registrable Securities, including any fees
and disbursements of any special counsel to the Holders beyond those included in
Registration Expenses, are called "Selling Expenses" and are the responsibility
of the Sellers&nbsp;&nbsp; The Company shall be responsible for all Registration Expenses.</font></font></p>
<p style="text-indent: .5in; margin-left: 0in" align="left">

<font face="Arial" size="2">5.</font><font face="Arial"><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;
</font><b>
<font size="2">Indemnification</font></b><font size="2">.</font></font></p>
<p style="text-align: left; text-indent: 1.0in; margin-left: 0in">

<font face="Arial" size="2">(a)&nbsp;&nbsp;&nbsp;&nbsp; In the event of a
registration of any Registrable Securities under the Securities Act pursuant to
this Agreement, the Company will indemnify and hold harmless the Purchaser, and
its officers, directors and each other person, if any, who controls the
Purchaser within the meaning of the Securities Act, against any losses, claims,
damages or liabilities, joint or several, to which the Purchaser, or such
persons may become subject under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any registration statement under which such
Registrable Securities were registered under the Securities Act pursuant to this
Agreement, any preliminary prospectus or final prospectus contained therein, or
any amendment or supplement thereof, or arise out of or are based upon 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, and
will reimburse the Purchaser, and each such person for any reasonable legal or
other expenses incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action; provided, however, that the
Company will not be liable in any such case if and to the extent that any such
loss, claim, damage or liability (i) arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission so made in
conformity with information furnished by the Purchaser or any such person in
writing specifically for use in any such document, or (ii) contained in a
Registration Statement or Prospectus if a corrected version of the Registration
Statement or Prospectus was delivered to the Purchaser on a timely basis. </font>

</p>
<p style="text-align: left; text-indent: 1.0in; margin-left: 0in">

<font face="Arial" size="2">(b)&nbsp;&nbsp;&nbsp;&nbsp; In the event of a
registration of the Registrable Securities under the Securities Act pursuant to
this Agreement, the Purchaser will indemnify and hold harmless the Company, and
its officers, directors and each other person, if any, who controls the Company
within the meaning of the Securities Act, against all losses, claims, damages or
liabilities, joint or several, to which the Company or such persons may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact which
was made in conformity with information furnished in writing by the Purchaser to
the Company specifically for use in (and such information is contained in) the
registration statement under which such Registrable Securities were registered
under the Securities Act pursuant to this Agreement, any preliminary prospectus
or final prospectus contained therein, or any amendment or supplement thereof,
or arise out of or are based upon 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, and will reimburse the Company and each such
person for any reasonable legal or other expenses incurred by them in connection
with investigating or defending any such loss, claim, damage, liability or
action.&nbsp; Notwithstanding the provisions of this paragraph, the Purchaser shall
not be required to indemnify any person or entity in excess of the amount of the
aggregate proceeds received by the Purchaser of Registrable Securities in
connection with any such registration under the Securities Act.</font></p>
<p style="text-align: left; text-indent: 1.0in; margin-left: 0in">

<font face="Arial" size="2">(c)&nbsp;&nbsp;&nbsp;&nbsp; Promptly after
receipt by an indemnified party hereunder of notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party hereunder, notify the indemnifying party in
writing thereof, but the omission so to notify the indemnifying party shall not
relieve it from any liability which it may have to such indemnified party other
than under this Section 5(c) and shall only relieve it from any liability which
it may have to such indemnified party under this Section 5(c) if and to the
extent the indemnifying party is prejudiced by such omission. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate in and, to the extent it shall wish, to assume and
undertake the defense thereof with counsel satisfactory to such indemnified
party, and, after notice from the indemnifying party to such indemnified party
of its election so to assume and undertake the defense thereof, the indemnifying
party shall not be liable to such indemnified party under this Section 5(c) for
any legal expenses subsequently incurred by such indemnified party in connection
with the defense thereof; if the indemnified party retains its own counsel, then
the indemnified party shall pay all fees, costs and expenses of such counsel,
provided, however, that, if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be reasonable defenses available to it
which are different from or additional to those available to the indemnifying
party or if the interests of the indemnified party reasonably may be deemed to
conflict with the interests of the indemnifying party, the indemnified parties
shall have the right to select one separate counsel and to assume such legal
defenses and otherwise to participate in the defense of such action, with the
reasonable expenses and fees of such separate counsel and other expenses related
to such participation to be reimbursed by the indemnifying party as incurred. </font>

</p>
<p style="text-align: left; text-indent: 1.0in; margin-left: 0in">

<font face="Arial" size="2">(d)&nbsp;&nbsp;&nbsp;&nbsp; In order to
provide for just and equitable contribution in the event of joint liability
under the Securities Act in any case in which either (i) the Purchaser, or any
controlling person of the Purchaser, makes a claim for indemnification pursuant
to this Section 5(c) but it is judicially determined (by the entry of a final
judgment or decree by a court of competent jurisdiction and the expiration of
time to appeal or the denial of the last right of appeal) that such
indemnification may not be enforced in such case notwithstanding the fact that
this Section 5(c) provides for indemnification in such case, or (ii)
contribution under the Securities Act may be required on the part of the
Purchaser or controlling person of the Purchaser in circumstances for which
indemnification is provided under this Section 5(c); then, and in each such
case, the Company and the Purchaser will contribute to the aggregate losses,
claims, damages or liabilities to which they may be subject (after contribution
from others) in such proportion so that the Purchaser is responsible only for
the portion represented by the percentage that the public offering price of its
securities offered by the registration statement bears to the public offering
price of all securities offered by such registration statement, provided,
however, that, in any such case, (A) the Purchaser will not be required to
contribute any amount in excess of the public offering price of all such
securities offered by it pursuant to such registration statement; and (B) no
person or entity guilty of fraudulent misrepresentation (within the meaning of
Section 10(f) of the Securities Act) will be entitled to contribution from any
person or entity who was not guilty of such fraudulent misrepresentation.</font></p>
<p style="text-indent: .5in; margin-left: 0in" align="left">

<font face="Arial" size="2">6.</font><font face="Arial"><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;
</font><b><font size="2">Intentionally
Omitted</font></b><font size="2">. </font></font>

</p>
<p style="text-indent: .5in; page-break-after: avoid; margin-left: 0in" align="left">

<font face="Arial" size="2">7.</font><font face="Arial"><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;
</font><b><font size="2">Miscellaneous</font></b><font size="2">.</font></font></p>
<p style="text-align: left; text-indent: 1.0in; margin-left: 0in">

<font face="Arial" size="2">(a)</font><font face="Arial"><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;
</font><b><font size="2">Remedies</font></b><font size="2">.&nbsp;
In the event of a breach by the Company or by a Holder, of any of their
obligations under this Agreement, each Holder or the Company, as the case may
be, in addition to being entitled to exercise all rights granted by law and
under this Agreement, including recovery of damages, will be entitled to
specific performance of its rights under this Agreement; <u>provided</u>, <u>
however</u>, so long as the Holder shall have received liquidated damages in
accordance with the terms of Section 2(b) hereof, then the Holder shall not be
entitled to specific performance of its rights under Section 2(b) arising from
the occurrence of an Event specifically relating to the payment of such
liquidated damages. </font></font>  </p>
<p style="text-align: left; text-indent: 1.0in; margin-left: 0in">

<font face="Arial" size="2">(b)</font><font face="Arial"><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;
</font><b><font size="2">No Piggyback
on Registrations</font></b><font size="2">.&nbsp; Except as and to the extent specified in Schedule 6(b) hereto, neither
the Company nor any of its security holders (other than the Holders in such
capacity pursuant hereto) may include securities of the Company in the
Registration Statement other than the Registrable Securities, and the Company
shall not after the date hereof enter into any agreement providing any such
right for inclusion of shares in the Registration Statement to any of its
security holders. Except as and to the extent specified in Schedule 6(b) hereto,
the Company has not previously entered into any agreement granting any
registration rights with respect to any of its securities to any Person that has
not been fully satisfied. </font></font> </p>
<p style="text-align: left; text-indent: 1.0in; margin-left: 0in">

<font face="Arial" size="2">(c)</font><font face="Arial"><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;
</font><b><font size="2">Compliance</font></b><font size="2">.&nbsp;
Each Holder covenants and agrees that it will comply with the prospectus
delivery requirements of the Securities Act as applicable to it in connection
with sales of Registrable Securities pursuant to the Registration Statement.
</font></font>

</p>
<p style="text-align: left; text-indent: 1.0in; margin-left: 0in">

<font face="Arial" size="2">(d)</font><font face="Arial"><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;
</font><b><font size="2">Discontinued
Disposition</font></b><font size="2">.&nbsp; Each
Holder agrees by its acquisition of such Registrable Securities that, upon
receipt of a notice from the Company of the occurrence of a Discontinuation
Event, such Holder will forthwith discontinue disposition of such Registrable
Securities under the Registration Statement until such Holder's receipt of the
copies of the supplemented Prospectus and/or amended Registration Statement or
until it is advised in writing (the "Advice") by the Company that the use of the
applicable Prospectus may be resumed, and, in either case, has received copies
of any additional or supplemental filings that are incorporated or deemed to be
incorporated by reference in such Prospectus or Registration Statement. The
Company may provide appropriate stop-transfer orders to enforce the provisions
of this paragraph. For purposes of this Section 7(d), a "Discontinuation Event"
shall mean when the Commission notifies the Company whether there will be a
"review" of such Registration Statement and whenever the Commission comments in
writing on such Registration Statement (the Company shall provide true and
complete copies thereof and all written responses thereto to each of the
Holders); (iii) any request by the Commission or any other Federal or state
governmental authority for amendments or supplements to the Registration
Statement or Prospectus or for additional information; (iv) the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement covering any or all of the Registrable Securities or the initiation of
any Proceedings for that purpose; (v) the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any
jurisdiction, or the initiation or threatening of any Proceeding for such
purpose; and (vi) the occurrence of any event or passage of time that makes the
financial statements included in the Registration Statement ineligible for
inclusion therein or any statement made in the Registration Statement or
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires any revisions to the
Registration Statement, Prospectus or other documents so that, in the case of
the Registration Statement or the Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading. </font>
</font>

</p>
<p style="text-align: left; text-indent: 1.0in; margin-left: 0in">

<font face="Arial" size="2">(e)</font><font face="Arial"><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;
</font><b><font size="2">Piggy-Back
Registrations</font></b><font size="2">.&nbsp; If
at any time during the Effectiveness Period there is not an effective
Registration Statement covering all of the Registrable Securities and the
Company shall determine to prepare and file with the Commission a registration
statement relating to an offering for its own account or the account of others
under the Securities Act of any of its equity securities, other than on Form S-4
or Form S-8 (each as promulgated under the Securities Act) or their then
equivalents relating to equity securities to be issued solely in connection with
any acquisition of any entity or business or equity securities issuable in
connection with stock option or other employee benefit plans, then the Company
shall send to each Holder written notice of such determination and, if within
fifteen days after receipt of such notice, any such Holder shall so request in
writing, the Company shall include in such registration statement all or any
part of such Registrable Securities such holder requests to be registered,
subject to customary underwriter cutbacks applicable to all holders of
registration rights and subject to the consent of any selling stockholder(s)
under such registration statement.</font></font></p>
<p style="text-align: left; text-indent: 1.0in; margin-left: 0in">

<font face="Arial" size="2">(f)</font><font face="Arial"><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</font><b><font size="2">Amendments and
Waivers</font></b><font size="2">.&nbsp; The
provisions of this Agreement, including the provisions of this sentence, may not
be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, unless the same shall be in writing and
signed by the Company and the Holders of the then outstanding Registrable
Securities. Notwithstanding the foregoing, a waiver or consent to depart from
the provisions hereof with respect to a matter that relates exclusively to the
rights of certain Holders and that does not directly or indirectly affect the
rights of other Holders may be given by Holders of at least a majority of the
Registrable Securities to which such waiver or consent relates; provided,
however, that the provisions of this sentence may not be amended, modified, or
supplemented except in accordance with the provisions of the immediately
preceding sentence. </font></font>  </p>
<p style="text-align: left; text-indent: 1.0in; margin-left: 0in">

<font face="Arial" size="2">(g)</font><font face="Arial"><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;
</font><b><font size="2">Notices</font></b><font size="2">.&nbsp;
Any notice or request hereunder may be given to the Company or Purchaser at the
respective addresses set forth below or as may hereafter be specified in a
notice designated as a change of address under this Section 7(g). Any notice or
request hereunder shall be given by registered or certified mail, return receipt
requested, hand delivery, overnight mail or telecopy (confirmed by mail).&nbsp;
Notices and requests shall be, in the case of those by hand delivery, deemed to
have been given when delivered to any officer of the party to whom it is
addressed, in the case of those by mail or overnight mail, deemed to have been
given when deposited in the mail or with the overnight mail carrier, and, in the
case of a telecopy, when confirmed.&nbsp; The address for such notices and
communications shall be as follows:</font></font></p>
<div align="center">
  <center>
  <table border="0" cellpadding="0" cellspacing="0" style="border-collapse: collapse"  width="75%" id="AutoNumber1">
    <tr>
      <td width="38%" valign="top"><font face="Arial" size="2">If to the
      Company: </font></td>
      <td width="62%" valign="top"><font face="Arial" size="2">StockerYale, Inc.<br>
32 Hampshire Road<br>
Salem, NH&nbsp; 03079<br>
Attention:&nbsp; Mark W. Blodgett<br>
Facsimile:&nbsp; (603) 898-8851</font></td>
    </tr>
    <tr>
      <td width="38%" valign="top">&nbsp;</td>
      <td width="62%" valign="top">&nbsp;</td>
    </tr>
    <tr>
      <td width="38%" valign="top"><font face="Arial" size="2">With a copy
to:</font></td>
      <td width="62%" valign="top"><font face="Arial" size="2">Goodwin Procter LLP<br>
      Stuart M. Cable, P.C.<br>
      53 State Street<br>
      Boston, MA&nbsp; 02109<br>
Facsimile:&nbsp; (617) 523-1231</font></td>
    </tr>
    <tr>
      <td width="38%" valign="top">&nbsp;</td>
      <td width="62%" valign="top">&nbsp;</td>
    </tr>
    <tr>
      <td width="38%" valign="top"><font face="Arial" size="2">If to a
      Purchaser: </font></td>
      <td width="62%" valign="top"><font face="Arial" size="2">To the address
      set forth under <br>
such Purchaser name on the<br>
signature pages hereto.</font></td>
    </tr>
    <tr>
      <td width="38%" valign="top">&nbsp;</td>
      <td width="62%" valign="top">&nbsp;</td>
    </tr>
    <tr>
      <td width="38%" valign="top"><font face="Arial" size="2">If to any
other Person<BR> who is then the registered Holder:</font></td>
      <td width="62%" valign="top"><font face="Arial" size="2">To the address of such Holder as it<br>
appears in the stock transfer books<br>
of the Company</font></td>
    </tr>
  </table>
  </center>
</div>
<p class="FlushLeft" style="text-align: left">
<font size="2" face="Arial">or such other address as may be designated in writing
hereafter, in the same manner, by such Person. </font> </p>
<p style="text-align: left; text-indent: 1.0in; margin-left: 0in">

<font face="Arial" size="2">(h)</font><font face="Arial"><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;
</font><b><font size="2">Successors and
Assigns</font></b><font size="2">.&nbsp; This
Agreement shall inure to the benefit of and be binding upon the successors and
permitted assigns of each of the parties and shall inure to the benefit of each
Holder. The Company may not assign its rights or obligations hereunder without
the prior written consent of each Holder. Each Holder may assign their
respective rights hereunder in the manner and to the Persons as permitted under
the Note. </font></font>  </p>
<p style="text-align: left; text-indent: 1.0in; margin-left: 0in">

<font face="Arial" size="2">(i)</font><font face="Arial"><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;
</font><b><font size="2">Execution and
Counterparts</font></b><font size="2">. This
Agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and, all of which taken together
shall constitute one and the same Agreement. In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid binding
obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
were the original thereof. </font></font>  </p>
<p style="text-align: left; text-indent: 1.0in; margin-left: 0in">

<font face="Arial" size="2">(j)</font><font face="Arial"><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</font><b><font size="2">Governing Law</font></b><font size="2">.
All questions concerning the construction, validity, enforcement and
interpretation of this Agreement shall be governed by and construed and enforced
in accordance with the internal laws of the State of New York, without regard to
the principles of conflicts of law thereof. Each party agrees that all
Proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Agreement shall be commenced exclusively in
the state and federal courts sitting in the City of New York, Borough of
Manhattan. Each party hereto hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of New York,
Borough of Manhattan for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any
Proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such Proceeding is improper. Each party hereto hereby
irrevocably waives personal service of process and consents to process being
served in any such Proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. Each party hereto hereby
irrevocably waives, to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to
this Agreement or the transactions contemplated hereby. If either party shall
commence a Proceeding to enforce any provisions of a Transaction Document, then
the prevailing party in such Proceeding shall be reimbursed by the other party
for its reasonable attorneys fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such Proceeding. </font></font>
 </p>
<p style="text-align: left; text-indent: 1.0in; margin-left: 0in">

<font face="Arial" size="2">(k)</font><font face="Arial"><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;
</font><b><font size="2">Cumulative
Remedies</font></b><font size="2">. The
remedies provided herein are cumulative and not exclusive of any remedies
provided by law. </font></font>  </p>
<p style="text-align: left; text-indent: 1.0in; margin-left: 0in">

<font face="Arial" size="2">(l)</font><font face="Arial"><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;
</font><b><font size="2">Severability</font></b><font size="2">.&nbsp;
If any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their reasonable
efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable. </font></font>
 </p>
<p style="text-align: left; text-indent: 1.0in; margin-left: 0in">

<font face="Arial" size="2">(m)</font><font face="Arial"><font size="2">&nbsp;&nbsp;&nbsp;
</font><b><font size="2">Headings</font></b><font size="2">.
The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof. </font></font>  </p>
<p align="left">
<font face="Arial" size="2">
<br clear="all" style="page-break-before:always">
&nbsp;</font></p>
<p class="Body1" style="text-align: left">
<font size="2" face="Arial">IN WITNESS WHEREOF, the parties have executed this
Registration Rights Agreement as of the date first written above. </font> </p>
<p style="text-indent: 50%"><font face="Arial" size="2">STOCKERYALE, INC.</font></p>
<p style="text-indent: 50%"><font face="Arial" size="2">By:
<u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u>
</font>
</p>
<div style="text-indent: 50%; margin-top:0in">
<font size="2" face="Arial">Name:
<u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u>
</font></div>
<div style="text-indent: 50%; margin-top:0in">
<font size="2" face="Arial">Title:
<u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u>
</font></div>
<p><font face="Arial" size="2">[REMAINDER OF
PAGE INTENTIONALLY LEFT BLANK<br>
SIGNATURE PAGES OF PURCHASER TO FOLLOW]</font></p>
<p>
<font face="Arial" size="2">
<br clear="all" style="page-break-before:always">
&nbsp;</font></p>
<p class="Body1" align="left">
<font face="Arial" size="2">IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as of the date first written above. </font> </p>
<p style="text-indent: 50%"><font face="Arial" size="2">LAURUS
MASTER FUND, LTD.</font></p>
<p style="text-indent: 50%"><font face="Arial"><font size="2">By:&nbsp;
</font>
<u><font size="2">/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </font> </u>
</font>
</p>
<p style="text-indent: 50%; margin-top:0in">
<font size="2" face="Arial">Name:
<u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u>
</font>
<p style="text-indent: 50%; margin-top:0in">
<font size="2" face="Arial">Title:
<u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u>
</font></p>
<p style="text-indent: 50%"><font face="Arial" size="2">Address
for Notice:</font></p>
<div style="text-indent: 50%"><font face="Arial" size="2">c/o Laurus Capital Management, LLC</font></div>
<div style="text-indent: 50%; margin-top:0in"><font face="Arial" size="2">825 Third Avenue, 14<sup>th</sup> Floor </font></div>
<div style="text-indent: 50%; margin-top:0in"><font face="Arial" size="2">New York, New York 10022</font></div>
<div style="text-indent: 50%; margin-top:0in"><font face="Arial" size="2">Attention:&nbsp; David Grin</font></div>

</body>

</html>

</TEXT>
</DOCUMENT>
