Fill and Sign the Stockholders Agreements Form

April/May 1996 Stockholders AgreementsStockholder Agreement. Anthony Malatino, the Chairman of the Board of the Company, and Robin Prever, the President, Chief Executive Officer and a Director of the Company, are parties to a voting trust agreement, dated August 17, 1992, as amended in April 1993 (the “Stockholder Agreement”), wherein until May 1, 1998, Mr. Malatino and Ms. Prever have agreed to vote for the other s nominee to the Board of Directors of the Company and to vote their shares of capital stock of the Company together on all matters submitted to a stockholder vote. In the event Mr. Malatino and Ms. Prever do not agree on their vote, the Stockholder Agreement provides that the aggregate shares of capital stock of the Company held by them will be voted in proportion to the other shares of voting stock of the Company that have have been voted. Pursuant to the Stockholder Agreement, Mr. Malatino and Ms. Prever have also each been granted the right to vote the other s shares of stock of the Company in the event that he or she becomes permanently disabled or dies. Each of Mr. Malatino and Ms. Prever has granted to the other, under certain circumstances, a right of first refusal to purchase his or her shares of capital stock of the Company. Mr. Malatino and Ms. Prever own, in the aggregate, approximately 64% of the outstanding shares of Class B Common Stock. Such shares will represent approximately 53% of the total voting power of the outstanding Common Stock of the Company after the Offering. Any shares of Class A Common Stock issued to Mr. Malatino or Ms. Prever upon exercise of any outstanding options will become subject to the terms of the Stockholder Agreement. See “Stock Option Plan” above. Saratoga Spring Water Company 6/8/94 Stockholder Agreement Stephen J. Ippolito, Paul C. Nee, E. Robert Marriott and Paul L. Seier (collectively, the “Individual Stockholders”) and a subsidiary of Ing. C. Olivetti & C., S.p.A. (“Olivetti”) are parties with the Company to a Stockholder Agreement dated as of April 25, 1980, as amended (the “Stockholder Agreement”). The principal purposes of the Stockholder Agreement are to provide each of the parties an opportunity to purchase stock held by the other parties before that stock may be transferred as a block to a new investor in a private sale, to provide for the orderly disposition of the stock held by any Individual Stockholder upon his death, and to preserve the independence of the Company and its ability to deal at arm s length with Olivetti. The April/May 1996 Stockholder Agreement limits the right of the Olivetti subsidiary to convert its Class C Common Stock into shares of Class A Common Stock. The principal provisions of the Stockholder Agreement were summarized on pages 22 through 24 of the Company s Prospectus dated May 12, 1981, and filed pursuant to Rule 424(b) under the Securities Act of 1933, which summary is incorporated herein by reference. Such summary is qualified in its entirety by reference to the complete Stockholder Agreement, a copy of which is filed as an exhibit to the Company s Registration Statement on Form S-I (File No. 2-7 1414) of which such Prospectus was a part.IPL Systems, Inc. 4/13/92