Stockeryale Inc Watch

from 8-K 5 pages Secured Non-Convertible Revolving Note

from 10KSB 13 pages Stockeryale Canada Inc. 275 Kesmark Street Dollard Des Ormeaux (Qc) H9b 3j1 Attention: Mark W. Blodgett, Chairman & CEO Dear Sir, Re: Offer of Financing : Temporary Extension and Tolerance Period. We Are Pleased to Present to You the Terms and Conditions Under Which National Bank of Canada (The Bank) Will Make the Financing Below Available to Stockeryale Canada Inc. (The Borrower) Totalizing $ Cdn 2,725,000; “A” $2,500,000 Operating Credit (Renewal) “B” $75,000 Mastercard Businesscard (Renewal) “C” $150,000 Exchange Risk Operating Credit (Renewal) This Offer of Financing Amends the Offer of Financing Dated March 21, 2005 the Whole Without Novation and Derogation, Except as Hereinafter Set Forth. 1. Facility “A” - Operating Credit 1.1. Credit Facility Subject to the Provisions Hereof, the Bank Agrees to Make Available to the Borrower an Operating Credit Facility on a Temporary and Tolerance Basis for a Principal Amount Not Exceeding Cdn $2,500,000, Which Is to Be Used to Finance the Borrower’s Usual Operating Requirements. 1.2. Financing Options Subject to the Terms and Conditions Hereof, the Borrower May Use and Reuse This Credit Facility, Up to the Maximum Allowed, by Means of Variable-Rate Advances. 1.3. Interest Rate the Variable-Rate Advances Shall Bear Interest, From the Time of Disbursement Until Payment in Full, at the Canadian Prime Rate of the Bank Plus 2.50%, or 7.75% as at the Date Hereof. Interest Shall Be Calculated Daily and Payable Monthly on the 26th Day of Each Month

from 10QSB 16 pages Stockeryale Canada Inc 275 Kesmark Street Dollard Des Ormeaux (Qc) H9b 3j1 Attention: Mark W. Blodgett, Chairman & CEO Dear Sir, Re: Offer of Financing We Are Pleased to Present to You the Terms and Conditions Under Which National Bank of Canada (The Bank) Will Make the Financing Below Available to Stockeryale Canada Inc. (The Borrower) Totalizing $ Cdn 4,725,000; “A” $ 2,500,000 Operating Credit (Renewal) “B” $ 1,166,666 Term Loan (Existing) “C” $ 75,000 Mastercard Business Card (Renewal) “D” $ 150,000 Exchange Risk Operating Credit (Renewal and Increase) “E” $ 2,000,000 Term Loan (New/ to Refinance Facility B) This Offer of Financing Amends the Offer of Financing Dated March 19, 2004 the Whole Without Novation and Derogation, Except as Hereinafter Set Forth. 1. Facility “A” - Operating Credit 1.1. Credit Facility Subject to the Provisions Hereof, the Bank Agrees to Make Available to the Borrower an Operating Credit Facility for a Principal Amount Not Exceeding Cdn $2,500,000, Which Is to Be Used to Finance the Borrower’s Usual Operating Requirements. 1.2. Financing Options Subject to the Terms and Conditions Hereof, the Borrower May Use and Reuse This Credit Facility, Up to the Maximum Allowed, by Means of Variable-Rate Advances. 1.3. Interest Rate the Variable-Rate Advances Shall Bear Interest, From the Time of Disbursement Until Payment in Full, at the Canadian Prime Rate of the Bank Plus 2.00%, or 6.25% as at the Date Hereof. Interest Shall Be Calculated Daily and Payable Monthly on the 26th Day of Each Month. Offer of Financing Page 2 of 16 1.4. Standby Fees Standby Fees Calculated at an Annual Rate of 0.50% on the Unused Portion of the Operating Credit Shall Be Payable Monthly by the Borrower. 1.5. Disbursement and Repayment

from 10-K ~1 page Amendment to Merril Lynch Credit Facility

from 10-K ~20 pages Re: Offer of Financing

from 10QSB ~20 pages Wcma® Reducing Revolversm Loan and Security Agreement

from 10QSB 1 page July 15, 1996 Mr. Joseph Becker Fleet National Bank Asset Based Lending of 3204 One Federal Street Boston Ma 02111 Re: Waiver of Minimum Net Income Covenant for the Quarter Ended June 30, 1996 Dear Mr. Becker: As I Told You on the Telephone, Stocker & Yale, Inc. (The "Company") Will Report a Net Loss of $198,724 for the Six Months Ended June 30, 1996. the Loss Is a Direct Reflection of Lower Than Budgeted Revenues and Associated Loss of Gross Margin. Detailed Analyses of Operating Results Year-To-Year and Actual Versus Budget Have Been Sent to You for Your Information, Along With a Review of Covenant Compliance as of June 30, 1996. in Reporting This Operating Loss for the Six Months Ended June 30, 1996, the Company Is Out of Compliance With Subsection 6.01(m) of the Credit Agreement Dated as of March 6, 1995 (As Amended, the "Agreement"). the Company Requests a Waiver of the Event of Default That Has Resulted From Non-Compliance With Subsections 6.01(m) of the Agreement, Effective as of June 30, 1996, and Limited to the Quarter Ended June 30, 1996. Please Acknowledge Your Receipt and Consent by Signing Below and Returning This Form to US by Mail or Return Fax. Sincerely, /S/ Susan A.H. Sundell - Susan A.H. Sundell Senior Vice President, Finance I Acknowledge Receipt and Consent on Behalf of Fleet Bank of Massachusetts, N.A. /S/ Joseph Becker 7/31/96 - Joseph Becker, Vice President Date

from 10QSB 1 page May 8, 1996 Mr. Joseph Becker Fleet National Bank Asset Based Lending of 3204 One Federal Street Boston Ma 02111 Re: Waiver of Minimum Net Income and Minimum Consolidated Capital Base Covenants for the Quarter Ended March 31, 1996 Dear Mr. Becker: As I Told You on the Telephone, Stocker & Yale, Inc. (The "Company") Will Report a Net Loss of $84,183 for the Quarter Ended March 31, 1996. the Loss Is a Direct Reflection of Lower Than Budgeted Revenues (Total of $165k Short, of Which $143k Was Short in Hong Kong) and Associated Loss of Gross Margin. as a Result of This Loss, the Company Is Out of Compliance With Subsections 6.01(m) and 6.01(k) of the Credit Agreement Dated as of March 6, 1995 (As Amended, the "Agreement"). a Review of Covenant Compliance as of March 31, 1996, Is Attached for Your Information. the Company Requests a Waiver of the Events of Default That Have Resulted From Non-Compliance With Subsections 6.01(m) and 6.01(k) of the Agreement, Effective as of March 31, 1996, and Limited to the Quarter Ended March 31, 1996. Please Acknowledge Your Receipt and Consent by Signing Below and Returning This Form to US by Mail or Return Fax. Sincerely, /S/ Susan Hojer Sundell - Susan Hojer Sundell Vice President, Finance I Acknowledge Receipt and Consent on Behalf of Fleet Bank of Massachusetts, N.A. /S/ Joseph Becker 5/24/96 - Joseph Becker, Vice President Date