8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 12, 2005

StockerYale, Inc.

(Exact name of registrant as specified in its charter)

Massachusetts	000-27372	04-2114473
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

32 Hampshire Road
Salem, New Hampshire	03079
(Address of principal executive offices)	(Zip Code)

(603) 893-8778

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into a Material Definitive Agreement.

On May 12, 2005, StockerYale, Inc. (“StockerYale”) issued a Senior Promissory Note (the “Note”) to Eureka Interactive Fund Limited (“Eureka”) in the aggregate principal amount of $1,500,000. The outstanding principal under the Note accrues interest at the annual rate of 10%, and StockerYale must pay accrued interest on the Note monthly. The outstanding principal under the Note is due on September 12, 2005.

In connection with the issuance of the Note, on May 12, 2005, StockerYale issued a Common Stock Purchase Warrant (the “Warrant”) to Eureka to purchase 250,000 shares of common stock of StockerYale for a purchase price of $0.90 per share. The Warrant may be exercised at any time after the date of issuance until the fifth anniversary of the date of issuance.

The foregoing descriptions of the Note and Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of the Note and Warrant, which are filed as exhibits hereto and are incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a

Registrant.

Item 1.01 is hereby incorporated by reference into this item.

Item 3.02 Unregistered Sales of Equity Securities.

Item 1.01 is hereby incorporated by reference into this item.

The Warrant was issued and sold in reliance on Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder, as a sale by StockerYale not involving a public offering. No underwriters were involved with the issuance and sale of the Note and the Warrant.

Item 7.01. Regulation FD Disclosure.

StockerYale hereby furnishes to the Securities and Exchange Commission the presentation to be delivered by Mark W. Blodgett, StockerYale’s President and Chief Executive Officer, to the AeA Micro Cap Conference on May 17, 2005, which is attached to this report as Exhibit 99.3 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c) The exhibits listed in the Exhibit Index immediately preceding such exhibits are filed with this report.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	StockerYale, Inc.
Date: May 16, 2005	By:	/s/ Richard P. Lindsay
		Richard P. Lindsay Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Senior Promissory Note, dated May 12, 2005, issued to Eureka Interactive Fund Limited.
99.2	Common Stock Purchase Warrant, dated May 12, 2005, issued to Eureka Interactive Fund Limited.
99.3	Presentation to AeA Micro Cap Conference – May 17, 2005.

EX-99.1

Exhibit 99.1

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND ANY SUCH STATE SECURITIES LAWS.

STOCKERYALE, INC.

SENIOR PROMISSORY NOTE

May 12, 2005

Salem, New Hampshire

$1,500,000

FOR VALUE RECEIVED, StockerYale, Inc., a Massachusetts corporation (the “Company”), hereby promises to pay to Eureka Interactive Fund Limited (“Holder”), or its registered assigns, the principal sum of $1,500,000 in lawful currency of the United States of America with interest thereon, from and after the date hereof, on the amount of the principal from time to time outstanding at the rate of 10% per year until paid in full and subject to the following terms and conditions:

1. Payment of Interest and Principal. From the date of this Note, interest shall accrue on the outstanding principal balance hereof at the rate of 10% per year. Interest shall be payable on the last day of each month hereafter computed on the basis of a year of 365 days for the actual number of days elapsed. Principal shall be due and payable in full on September 12, 2005 (the “Maturity Date”). All payments by the Maker under this Note shall be in immediately available funds. The Company may prepay all or part of the principal prior to the Maturity Date without penalty.

2. Transfers. The Holder agrees not to effect any disposition of this Note that would constitute a sale within the meaning of the Securities Act except pursuant to an exemption from registration under the Securities Act.

3. Status of Registered Holder. The Company may treat the registered Holder of this Note as the absolute owner of this Note for the purpose of making payments of principals or interest and for all other purposes.

4. Notices. All notices, requests, consents, demands and other communication or relating to matters contained herein shall be in writing, shall be mailed by first class registered or certified mail, or by nationally recognized overnight express courier postage prepaid, and shall be deemed given when so mailed and shall be delivered as addressed as follows:

if to the Company, to:

StockerYale, Inc.

32 Hampshire Road

Salem, NH 03079

Attn: Mark W. Blodgett, Chief Executive Officer

with a copy to:

Thomas B. Rosedale, Esq.

Browne Rosedale & Lanouette LLP

31 St. James Avenue, Suite 850

Boston, MA 02116

if to the Holder to:

Eureka Interactive Fund Limited

c/o Marshall Wace Asset Management

29 Queen Anne’s Gate

London, England SW1H 9BU

Attn: Duncan Ford

or such other person at such other place as either party shall designate to the other party in writing.

5. No Waiver; Remedies. No failure to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof nor shall it preclude any other or further exercise thereof. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

6. Modification; Termination. Neither this Note nor any term of this Note may be modified, waived, discharged or terminated orally. This Note, and any terms of this Note, may be modified, waived, discharged or terminated only with the written consent of the Holder, and the Company.

7. Headings. The headings in this Note are solely for convenience of reference and will not affect its interpretation.

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8. Governing Law. This Note shall be governed by and construed in accordance with the internal substantive laws of the Commonwealth of Massachusetts applicable to agreements made and to be performed in that state.

9. Seal. This Note shall have the effect of an instrument executed under seal.

* * * * *

IN WITNESS WHEREOF, the Company has caused this Note to be executed by an officer duly authorized as of the day and year above written.

STOCKERYALE, INC.

By: /s/ Mark W. Blodgett            

Name: Mark W. Blodgett

Chief Executive Officer

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EX-99.2

Exhibit 99.2

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO STOCKERYALE, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Issue Date: May 12, 2005	250,000 Shares of Common Stock
	(subject to adjustment as provided herein)

COMMON STOCK PURCHASE WARRANT

STOCKERYALE, INC., a corporation organized under the laws of the Commonwealth of Massachusetts (the “Company”), hereby certifies that, for value received, Eureka Interactive Fund Limited, or its assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company from and after the issue date of this Warrant and at any time or from time to time before 5:00 p.m., Boston time, through five (5) years after such date (the “Expiration Date”), up to 250,000 fully paid and nonassessable shares of Common Stock (as hereinafter defined), $.001 par value per share, of the Company, at the Exercise Price (as defined below). The number and character of such shares of Common Stock and the Exercise Price are subject to adjustment as provided herein.

As used herein the following terms, unless the context otherwise requires, have the following respective meanings:

(a) The term “Company” shall include StockerYale, Inc. and any corporation which shall succeed or assume the obligations of StockerYale, Inc. hereunder.

(b) The term “Common Stock” includes (a) the Company’s Common Stock, par value $.001 per share, and (b) any other securities into which or for which any of the securities described in (a) may be converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.

(c) The term “Other Securities” refers to any stock (other than Common Stock) and other securities of the Company or any other person (corporate or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall have received, on the exercise of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 4 or otherwise.

(d) The term “Exercise Price” shall be mean $0.90 per share.

1. Exercise of Warrant.

1.1 Number of Shares Issuable upon Exercise. From and after the date hereof through and including the Expiration Date, the Holder shall be entitled to receive, upon exercise of this Warrant in whole or in part, by delivery of an original or fax copy of the exercise notice attached hereto as Exhibit A (the “Exercise Notice”), an aggregate of 250,000 shares of Common Stock of the Company, subject to adjustment pursuant to Section 4.

1.2 Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the “Determination Date”) shall be determined as follows:

(a) If the Company’s Common Stock is traded on an exchange or is quoted on the National or SmallCap Market of The Nasdaq Stock Market, Inc. (“Nasdaq”), then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date.

(b) If the Company’s Common Stock is not traded on an exchange or on the Nasdaq but is traded on the NASD OTC Bulletin Board or BBX Exchange, then the mean of the average of the closing bid and asked prices reported for the last business day immediately preceding the Determination Date.

(c) Except as provided in clause (d) below, if the Company’s Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided.

(d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date.

2. Procedure for Exercise.

2.1 Delivery of Stock Certificates, etc. on Exercise. The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 3 business days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Holder, or as such Holder (upon payment by such holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates for the number of duly and validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such Holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash equal to such fraction multiplied by the then

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Fair Market Value of one full share of Common Stock, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise.

2.2 Exercise.

(a) Payment for the shares of Common Stock subject to this Warrant may be made either in (i) cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.

(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula:

X=Y(A-B)

Where:

X = the number of shares of Common Stock to be issued to the Holder.

Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation).

A = the Fair Market Value of one share of the Company’s Common Stock (as of the date of such calculation).

B = Exercise Price (as adjusted to the date of such calculation).

3. Effect of Reorganization, etc.; Adjustment of Exercise Price.

3.1 Reorganization, Consolidation, Merger, etc. In case at any time or from time to time, the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other person, or (c) transfer all or substantially all of its properties or assets to any other person under any plan or arrangement contemplating the dissolution of the Company, then, in

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each such case, as a condition to the consummation of such a transaction, proper and adequate provision shall be made by the Company whereby the Holder of this Warrant, on the exercise hereof as provided in Section 1 at any time after the consummation of such reorganization, consolidation or merger or the effective date of such dissolution, as the case may be, shall receive, in lieu of the Common Stock (or Other Securities) issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4.

3.2 Dissolution. In the event of any dissolution of the Company following the transfer of all or substantially all of its properties or assets, the Company, prior to such dissolution, shall at its expense deliver or cause to be delivered the stock and other securities and property (including cash, where applicable) receivable by the Holder of the Warrant after the effective date of such dissolution pursuant to Section 3.1 to a bank or trust company having its principal office in New York, NY, as trustee for the Holder of the Warrant.

3.3 Continuation of Terms. Upon any reorganization, consolidation, merger or transfer (and any dissolution following any transfer) referred to in this Section 3, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the shares of stock and other securities and property receivable on the exercise of this Warrant after the consummation of such reorganization, consolidation or merger or the effective date of dissolution following any such transfer, as the case may be, and shall be binding upon the issuer of any such stock or other securities, including, in the case of any such transfer, the person acquiring all or substantially all of the properties or assets of the Company, whether or not such person shall have expressly assumed the terms of this Warrant as provided in Section 4. In the event this Warrant does not continue in full force and effect after the consummation of the transactions described in this Section 3, then only in such event will the Company’s securities and property (including cash, where applicable) receivable by the holders of the Warrant be delivered to the Trustee as contemplated by Section 3. 2.

4. Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Exercise Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Price then in effect. The Exercise Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4. The number of shares of Common Stock that the holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall be increased to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4) be issuable on such exercise by a

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fraction of which (a) the numerator is the Exercise Price that would otherwise (but for the provisions of this Section 4) be in effect, and (b) the denominator is the Exercise Price in effect on the date of such exercise.

5. Certificates as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise of the Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the holder of the Warrant and any Warrant agent of the Company (appointed pursuant to Section 11 hereof).

6. Reservation of Stock, etc. Issuable on Exercise of Warrant. The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of this Warrant, the number of shares of Common Stock (or Other Securities) from time to time issuable on the exercise of the Warrant.

7. Assignment; Exchange of Warrant. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by the Holder with respect to any or all of the Shares. On the surrender for exchange of this Warrant, with the Holder’s endorsement in the form of Exhibit B attached hereto (the “Endorsement Form”) and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable securities laws, which shall include, without limitation, a legal opinion from the Holder’s counsel that such transfer is exempt from the registration requirements of applicable securities laws, the Company (at its expense but with payment by the Holder of any applicable transfer taxes) will issue and deliver to or on the order of the Holder thereof a new Warrant of like tenor, in the name of the Holder and/or the transferee(s) specified in such Endorsement Form, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Holder.

8. Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of this Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

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9. Warrant Agent. The Company may, by written notice to the Holder of the Warrant, appoint an agent for the purpose of issuing Common Stock (or Other Securities) on the exercise of this Warrant pursuant to Section 1, exchanging this Warrant pursuant to Section 7, and replacing this Warrant pursuant to Section 8, or any of the foregoing, and thereafter any such issuance, exchange or replacement, as the case may be, shall be made at such office by such agent.

10. Transfer on the Company’s Books. Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

11. Notices, etc. All notices and other communications from the Company to the Holder of this Warrant shall be mailed by first class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company in writing by such holder or, until any such Holder furnishes to the Company an address, then to, and at the address of, the last Holder of this Warrant who has so furnished an address to the Company.

12. Voluntary Adjustment by the Company. The Company may at any time during the term of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.

13. Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. This Warrant shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to principles of conflicts of laws. Any action brought concerning the transactions contemplated by this Warrant shall be brought only in the state courts of Massachusetts or in the federal courts located in the Commonwealth of Massachusetts; provided, however, that the Holder may choose to waive this provision and bring an action outside the Commonwealth of Massachusetts. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Warrant. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof. The Company acknowledges that legal counsel participated in the preparation of this Warrant and, therefore, stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Warrant to favor any party against the other party.

* * * * *

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IN WITNESS WHEREOF, the Company has executed this Warrant under seal as of the date first written above.

STOCKERYALE, INC.

By: /s/ Mark W. Blodgett        

Name: Mark W. Blodgett

Title: Chief Executive Officer

Witness:

/s/ Michelle McCassey                

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Exhibit A

FORM OF SUBSCRIPTION

(To be signed only on exercise of Warrant)

To: StockerYale, Inc.

The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby irrevocably elects to purchase (check applicable box):

_________ shares of the Common Stock covered by such Warrant; or

____ the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2.

The undersigned herewith makes payment of the full Exercise Price for such shares at the price per share provided for in such Warrant, which is $_________. Such payment takes the form of (check applicable box or boxes):

___ $_________ in lawful money of the United States ; and/or

___ the cancellation of such portion of the attached Warrant as is exercisable for a total of ______ shares of Common Stock (using a Fair Market Value of $______ per share for purposes of this calculation); and/or

___ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchaseable pursuant to the cashless exercise procedure set forth in Section 2.

The undersigned requests that the certificates for such shares be issued in the name of and delivered to __________ whose address is

_________________________

_________________________

_________________________

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The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of this Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the “Securities Act”) or pursuant to an exemption from registration under the Securities Act.

Dated:_______________________        ___________________________________

(Signature must conform to name of holder as specified on the face of the Warrant)

___________________________________________________________________

(Address)

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Exhibit B

FORM OF TRANSFEROR ENDORSEMENT

(To be signed only on transfer of Warrant)

For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the within Warrant to purchase the number of shares of Common Stock of StockerYale, Inc. to which the within Warrant relates specified under the heading “Number Transferred” opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of StockerYale, Inc. with full power of substitution in the premises.

Transferees                        Number Transferred

Dated:_______________________

Signed:______________________

(Signature must conform to name of holder as specified on the face of the Warrant)

Print Name:_____________________________             (address)______________________________________

ACCEPTED AND AGREED:

Signed:________________________________________             (address)_______________________________

Print Name:_____________________________________

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EX-99.3

Exhibit 99.3

Mark W. Blodgett

Chief Executive Officer

Safe Harbor Disclaimer

The statements set forth in this presentation include forward-looking statements that involve risk and uncertainties. The Company wishes to caution that a number of factors could cause actual results to differ materially from those in the forward-looking statements. These and other factors which could cause actual results to differ materially from those in the forward-looking statements are discussed in the Company’s filings with the Securities and Exchange Commission.

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Key Statistics

NASDAQ Ticker STKR

Stock Price $0.86

Market Capitalization $22 million

52 Week Price Range $0.82 - $2.73

Average Volume (3 months) 123,000 shares

Cash, 03/31/05 $1.2 million

Assets, 03/31/05 $31 million

Short Term Debt, 03/31/05 $1.9 million

Shares 24.5 million

Management ownership 13%

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Investment Thesis

We have market and technology leadership in growing markets

Machine vision lasers

LED technology

Specialty optical fiber

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Investment Thesis

We have established a solid customer base in diverse industries

Industrial (Perceptron, Seagate, KLA)

Defense (BAE, Honeywell, Northrop)

Medical (GE Medical, OpusMed)

Telecom (Mitsubishi, JDS Uniphase)

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Investment Thesis

Our strategy is focused on revenue and profit generation by leading niche segments of the market

We are showing results

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Company Overview

Founded in 1955

Leading provider of inspection products, diffractive optics, and specialty fiber

Markets include: worldwide machine vision, defense, medical and optical communications

Headquartered in Salem, N.H. with facilities in:

Montreal, Quebec

Cork, Ireland

Singapore

182 employees worldwide

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Investing for the Future

Invested $29 Million in research and product development $3.5 M in ‘04

Plant and equipment investment totals $26 Million

IP portfolio

New product momentum

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Technology Competencies

We have core competencies in:

Optical/Mechanical Design

Electronics/Thermal Control

Characterization & Testing

Product Design & Packaging

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Technology Competencies

We combine these core technologies to produce application specific products in the following product lines:

Lasers

LEDs

Illumination

Specialty optical fiber (SOF)

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Technology Competencies

Proprietary, world class LED technology, Chip-On-Board (COB)

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Sales Breakdown

Optical 6%

LEDs 10%

Illumination 35%

Lasers 49%

Asia 15%

Europe 30%

Americas 55%

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Machine Vision Industry

A machine vision system consists of:

Software

Sensor / Camera

Lighting (2D and 3D)

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Machine Vision Industry

Automated Imaging Association estimates:

North American market in 2003: $1.6 billion

Illumination market available to StockerYale: $120 million

Projected 2005 growth: 20%

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Machine Vision: Lasers

Structured light lasers used for 3D measurement

STKR lasers holds dominant market position (35%)

Performance and quality leader

Applications

Semiconductor Electronics

Lumber Optimization

Automotive

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Machine Vision: LEDs

Proprietary Chip-On-Board Technology

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Machine Vision: LEDs

Design Flexibility: Compact, Uniform and Intensely Bright

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Machine Vision: LEDs

Targeted Markets:

Automotive

Web Inspection

Medical

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Defense / Security

Emerging market for lasers, LEDs, and specialty optical fiber

New applications for military aircraft and civilian airplanes

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Defense / Security

StockerYale’s Infrared LED Illuminator

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Mitsubishi & StockerYale

Joint Distribution

Research & Development

Brand Building

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Medical

Life & health sciences will provide non-cyclical growth opportunities:

Dermatology

X Ray positioning

Gene sequencing

Pathogen detection

Optical coherence tomography

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Growing Global Customer Base

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Quarterly Revenue Trends

5,000

4,500

4,000

3,500

3,000

2,500

2,000

1,500

1,000

500

0

4Q-03

1Q-04

2Q-04

3Q-04

4Q-04

1Q-05

2Q-05

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Positioned for Growth

Dominant market position in key growth markets; # 1 in:

Structured Light Lasers

Fluorescent Microscope Illuminators

Chip-on-Board LEDs for inspection

Phase Masks

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Positioned for Growth

Strong global demand for automated inspection

Electronics & semiconductors remain great markets to serve

Autos, lumber, food, pharmaceutical, textiles growing

Positioned for growth—LEDs and Specialty Optical Fiber

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Business Objectives

Increase sales 25%+

Improve gross margins from 25% to 38%

Generate cash flow from operations

Continue to strengthen balance sheet

Product line acquisition

EBITDA positive in second-half of 2005

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Thank you!