EXHIBIT 99.2



                                STOCKERYALE, INC.

                             AMENDMENT NO. 1 TO THE
                      2000 STOCK OPTION AND INCENTIVE PLAN



         This AMENDMENT NO. 1 dated as of March 19, 2001 (this "Amendment") to
the StockerYale, Inc. 2000 Stock Option and Incentive Plan, as approved by the
Board of Directors of StockerYale, Inc. (the "Company") as of March 19, 2001
(the "Plan"), is adopted by the Board of Directors, subject to the approval of
the stockholders of the Company, on the date hereof. All capitalized terms used
and not defined herein shall have the meanings ascribed to such terms in the
Plan.

         Pursuant to Section 15 of the Plan, the Board of Directors hereby
amends the first sentence of Section 3(a) of the Plan by deleting it in its
entirety and replacing it with the following:

         (a)       Stock Issuable. The maximum number of shares of Stock
                   reserved and available for issuance under the Plan shall be
                   2,800,000 shares of Stock, subject to adjustment as provided
                   in Section 3(b); provided that not more than 200,000 shares
                   shall be issued in the form of Unrestricted Stock Awards,
                   Restricted Stock Awards, or Performance Share Awards except
                   to the extent such Awards are granted in lieu of cash
                   compensation or fees.

         Except as so amended, the Plan in all other respects is confirmed and
ratified and shall remain and continue in full force and effect.


Adopted by the Board of Directors: March 19, 2001

Approved by the Stockholders:  May 24, 2001