Exhibit
10.1


STOCKHOLDERS
AGREEMENT


STOCKHOLDERS AGREEMENT, dated as
of December 20, 2006 (this “Agreement”), by and among PROTECTION ONE, INC., a Delaware corporation (“Parent”),
TARA ACQUISITION CORP., a Delaware
corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”),
and the several stockholders of INTEGRATED ALARM SERVICES
GROUP, INC., a Delaware corporation (the “Company”), that are
parties hereto (each, a “Stockholder” and, collectively, the “Stockholders”).


WHEREAS, Parent, Merger Sub and
the Company are, concurrently with the execution and delivery of this
Agreement, entering into an Agreement and Plan of Merger, dated as of the date
hereof (the “Merger Agreement”; capitalized terms used without
definition herein having the meanings assigned to them in the Merger
Agreement), pursuant to which Merger Sub will merge with and into the Company
(the “Merger”);


WHEREAS, as of the date hereof,
each Stockholder is the record and beneficial owner of the number of shares of
Company Common Stock set forth on the signature page hereof beneath such
Stockholder’s name (with respect to each Stockholder, such Stockholder’s “Existing
Shares” and, together with any shares of Company Common Stock acquired
after the date hereof, whether upon the exercise of warrants, options,
conversion of convertible securities or otherwise, such Stockholder’s “Shares”)
and the record and beneficial owner of options or warrants to purchase the
number of shares of Company Common Stock set forth on the signature page hereof
beneath such Stockholder’s name;


WHEREAS, as an inducement and a
condition to entering into the Merger Agreement, Parent and Merger Sub have
required that the Stockholders agree, and the Stockholders have agreed, to
enter into this Agreement;


WHEREAS, among other things, the
Stockholders, Parent and Merger Sub desire to set forth their agreement with
respect to the voting of the Shares in connection with the Merger, upon the
terms and subject to the conditions set forth herein.


NOW, THEREFORE, in consideration
of the foregoing and the mutual representations, warranties, covenants and
agreements herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:


ARTICLE I


VOTING


1.1.         Agreement to Vote.   Each
Stockholder hereby agrees, severally and not jointly, that it shall, and shall
cause the holder of record on any applicable record date to, from time to time,
at the request of Parent, at any meeting (whether annual or special and whether
or not an adjourned or postponed meeting) of stockholders of the Company,
however called, or in connection with any written consent of the holders of
Company Common Stock, (a) if a meeting











is held, appear at such
meeting or otherwise cause the Shares to be counted as present thereat for purposes
of establishing a quorum, and (b) vote or consent (or cause to be voted or
consented), in person or by proxy, all Shares, and any other voting securities
of the Company (whether acquired heretofore or hereafter) that are beneficially
owned or held of record by such Stockholder or as to which such Stockholder
has, directly or indirectly, the right to vote or direct the voting, in favor
of the approval and adoption of the Merger Agreement, the Merger and any action
required in furtherance thereof.


1.2.         Grant
of Proxy.   In furtherance and not in limitation of
the foregoing, each Stockholder hereby grants to, and appoints, Parent and each
of Richard Ginsburg, Darius G. Nevin and J. Eric Griffin in their respective
capacities as officers of Parent, and any individual who shall hereafter
succeed to any such officer of Parent, and any other designee of Parent, each
of them individually, its irrevocable proxy and attorney-in-fact (with full
power of substitution and resubstitution) to vote the Shares as indicated in
this Article I.  Each Stockholder
intends this proxy to be irrevocable and coupled with an interest and will take
such further action and execute such other instruments as may be necessary to
effectuate the intent of this proxy. 
Each Stockholder hereby revokes any and all previous proxies with
respect to such Stockholder’s Shares or any other voting securities of the
Company that relate to the approval of the Merger Agreement.


1.3.         No
Ownership Interest.   Nothing contained in this
Agreement shall be deemed to vest in Parent any direct or indirect ownership or
incidence of ownership of or with respect to any Shares.  All rights, ownership and economic benefits
of and relating to the Shares shall remain vested in and belong to the
Stockholders, and Parent shall have no authority to manage, direct,
superintend, restrict, regulate, govern, or administer any of the policies or
operations of the Company or exercise any power or authority to direct the
Stockholders in the voting of any of the Shares, except as otherwise provided
herein, or in the performance of the Stockholders’ duties or responsibilities
as stockholders of the Company.


1.4.         Evaluation
of Investment.   Each Stockholder, by reason of its
knowledge and experience in financial and business matters, believes itself
capable of evaluating the merits and risks of the investment in shares of
Parent Common Stock contemplated by the Merger Agreement.


1.5.         No Inconsistent Agreements.   Each
Stockholder hereby covenants and agrees that, except as contemplated by this
Agreement and the Merger Agreement, the Stockholder (a) has not entered, and
shall not enter at any time while this Agreement remains in effect, into any
voting agreement or voting trust with respect to the Shares and (b) has not
granted, and shall not grant at any time while this Agreement remains in
effect, a proxy or power of attorney with respect to the Shares, in either
case, which is inconsistent with such Stockholder’s obligations pursuant to
this Agreement.



 2
 








ARTICLE
II


REPRESENTATIONS
AND WARRANTIES OF EACH STOCKHOLDER


Each Stockholder hereby, severally and not jointly,
represents and warrants to Parent and Merger Sub as follows:


2.1.         Authorization; Validity of
Agreement; Necessary Action.   Such Stockholder has full
power and authority to execute and deliver this Agreement, to perform such
Stockholder’s obligations hereunder and to consummate the transactions
contemplated hereby.  The execution,
delivery and performance by such Stockholder of this Agreement and the
consummation by it of the transactions contemplated hereby have been duly and
validly authorized by such Stockholder and no other actions or proceedings on
the part of such Stockholder are necessary to authorize the execution and
delivery by it of this Agreement and the consummation by it of the transactions
contemplated hereby.  This Agreement has
been duly executed and delivered by such Stockholder, and, assuming this
Agreement constitutes a valid and binding obligation of Parent and Merger Sub,
constitutes a valid and binding obligation of such Stockholder, enforceable
against it in accordance with its terms.


2.2.         Consents and Approvals; No
Violations.   Except for filings required under applicable
federal and state securities laws and regulations and the HSR Act, none of the
execution, delivery or performance of this Agreement by such Stockholder nor
the consummation by it of the transactions contemplated hereby nor compliance
by it with any of the provisions hereof will (i) require any filing with, or
Approval of, any Governmental Authority, (ii) result in a violation or breach
of, or constitute (with or without due notice or lapse of time or both) a default
(or give rise to any right of termination, amendment, cancellation or
acceleration) under, any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease,
license, contract, agreement or other instrument or obligation to which such
Stockholder is a party or by which it or any of its properties or assets may be
bound or (iii) violate any Order or Law applicable to it or any of its
properties or assets.


2.3.         Shares.   Such
Stockholder’s Existing Shares are, and all of its Shares on the Closing Date
will be, owned beneficially and of record by such Stockholder.  As of the date hereof, such Stockholder’s
Existing Shares constitute all of the shares of Company Common Stock owned of
record or beneficially by such Stockholder. 
All of such Stockholder’s Existing Shares are issued and outstanding,
and, except as set forth on the signature pages hereto, such Stockholder does
not own, of record or beneficially, any warrants, options or other rights to
acquire any shares of Company Common Stock or any other capital stock of the
Company.  Such Stockholder has sole
voting power, sole power of disposition, sole power to issue instructions with
respect to the matters set forth in Article I hereof, and sole power to
agree to all of the matters set forth in this Agreement, in each case with
respect to all of such Stockholder’s Existing Shares and will have sole voting
power, sole power of disposition, sole power to issue instructions with respect
to the matters set forth in Article I hereof, and sole power to agree to
all of the matters set forth in this Agreement, in each case with respect to
all of such Stockholder’s Shares on the Closing Date, with no limitations,
qualifications or restrictions on such rights, subject to applicable federal
securities laws and the terms of this Agreement.  Such Stockholder has good and marketable
title to its Existing Shares and at all times during the term hereof and on



 3
 








the Closing Date will
have good and marketable title to its Shares, free and clear of all Liens, and,
upon delivery thereof to Merger Sub against delivery of the consideration
therefor pursuant to the Merger Agreement, good and marketable title thereto,
free and clear of all Liens (other than any arising as a result of actions
taken or omitted by Merger Sub), will pass to Merger Sub.


2.4.         No Group.   Each
Stockholder is acting individually and not as part of a “group” as defined in
the Exchange Act.


ARTICLE
III


OTHER
COVENANTS


3.1.         Further Agreements of
Stockholders.


(a)           Each Stockholder,
severally and not jointly, hereby agrees, while this Agreement is in effect,
and except as contemplated hereby, not to sell, transfer, pledge, encumber,
assign or otherwise dispose of, enforce or permit the execution of the
provisions of any redemption, share purchase or sale, recapitalization or other
agreement with the Company or enter into any contract, option or other
arrangement or understanding with respect to or consent to the offer for sale,
sale, transfer, pledge, encumbrance, assignment or other disposition of, any of
its Existing Shares, any Shares acquired after the date hereof, any securities
exercisable for or convertible into Company Common Stock or any interest in any
of the foregoing, except (i) to Parent or Merger Sub, (ii) with the prior
written consent of Parent or (iii) not later than 30 days prior to the
Effective Time and subject to the proxy granted pursuant to Section 1.2,
to a Person who agrees in writing, in an instrument reasonably acceptable to
Parent, to be bound by this Agreement as a Stockholder.


(b)           Each Stockholder
shall not request that the Company or its transfer agent register the transfer
(book-entry or otherwise) of any certificate or uncertificated interest
representing any of such Stockholder’s Shares, and hereby consents to the entry
of stop transfer instructions by the Company of any transfer of such
Stockholder’s Shares, unless such transfer is made in compliance with this
Agreement.


(c)           In the event of a
stock dividend or distribution, or any change in the Company Common Stock by
reason of any stock dividend or distribution, or any change in the Company
Common Stock by reason of any stock dividend, split-up, recapitalization,
combination, exchange of shares or the like, the term “Shares” shall be deemed
to refer to and include the Shares as well as all such stock dividends and distributions
and any shares into which or for which any or all of the Shares may be changed
or exchanged.  Each Stockholder shall be
entitled to receive any cash dividend paid by the Company during the term of
this Agreement until the Shares are canceled in the Merger or purchased
hereunder.


(d)           Subject to Section
4.2(b), each Stockholder shall not, nor shall it authorize or permit any
Affiliate, director, officer, employee, or any investment banker, attorney or
other advisor, agent or representative of, such Stockholder (collectively, the “Representatives”)
to, directly or indirectly, (i) solicit, facilitate, initiate, entertain or
encourage, or take any action to solicit, facilitate, initiate, entertain or
encourage, any inquiries or



 4
 








communications
or the making of any proposal or offer that constitutes or may constitute an
Acquisition Proposal, or (ii) participate or engage in any discussions or
negotiations with, or provide any information to, or take any action with the
intent to facilitate the efforts of, any Person concerning any possible
Acquisition Proposal or any inquiry or communication which might be reasonably
be expected to result in an Acquisition Proposal.  Subject to Section 4.2(b), from and
after the date hereof, each Stockholder shall immediately cease and terminate,
and shall cause its Representatives to immediately cease and cause to be
terminated, all existing discussion or negotiations with any Persons conducted
heretofore with respect to, or that could reasonably be expected to lead to, an
Acquisition Proposal.


(e)           Each Stockholder
covenants and agrees with the other Stockholders and for the benefit of the
Company (which shall be a third party beneficiary of this Section 3.1(e))
to comply with and perform all its obligations under this Agreement.


ARTICLE
IV


MISCELLANEOUS


4.1.         Termination.   This
Agreement shall terminate and no party shall have any rights or duties
hereunder upon the earlier of (a) the Effective Time or (b) termination of the
Merger Agreement pursuant to Section 7.1 thereof.  Nothing in this Section 4.1 shall
relieve or otherwise limit any party of liability for breach of this Agreement.


4.2.         Several Obligations;
Capacity.


(a)           The representations,
warranties, covenants, agreements and conditions of this Agreement applicable to
the Stockholders are several and not joint.


(b)           The obligations of
the Stockholders hereunder are several and not joint and the covenants and
agreements of the Stockholders herein are made only in their capacity as
stockholders of the Company and not as directors or officers.


4.3.         Further Assurances.   From
time to time, at the other party’s request and without further consideration,
each party hereto shall execute and deliver such additional documents and take
all such further action as may be necessary or desirable to consummate the
transactions contemplated by this Agreement.


4.4.         Notices.   All
notices or other communications which are required or permitted hereunder shall
be in writing and sufficient if delivered personally or sent by nationally
recognized overnight courier or by registered or certified mail, postage
prepaid, return receipt requested, or by electronic mail, with a copy thereof
to be delivered or sent as provided above or by facsimile or telecopier, as
follows:


	
  

  	
  (a)

  	
   

  	
  If to Parent or Merger Sub:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Protection One,
  Inc.

  
	
   

  	
   

  	
  1035 N. 3rd
  Street, Suite 101

  
	
   

  	
   

  	
  Lawrence, Kansas
  66044

  



 



 5
 








 


	
  

  	
   

  	
  Facsimile: (305)
  594-0759

  
	
   

  	
   

  	
  E-Mail:
  rg@ProtectionOne.com

  
	
   

  	
   

  	
  Attention:
  Richard Ginsburg, President and

  	
   

  
	
   

  	
   

  	
  Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With copies to:

  
	
   

  	
   

  	
  Simpson Thacher
  & Bartlett LLP

  
	
   

  	
   

  	
  425 Lexington
  Avenue

  
	
   

  	
   

  	
  New York, New
  York 10017

  
	
   

  	
   

  	
  Facsimile: (212)
  455-2502

  
	
   

  	
   

  	
  E-Mail:
  jkaufman@stblaw.com

  
	
   

  	
   

  	
  Attention: 
  Joseph H. Kaufman, Esq.

  



 


(b)           If to any of the
Stockholders, to it at the address set forth under its name on the signature
pages hereto.


or to such other address as the party to whom notice
is to be given may have furnished to the other party in writing in accordance
herewith.  All such notices or communications
shall be deemed to be received (i) in the case of personal delivery, nationally
recognized overnight courier or registered or certified mail, on the date of
such delivery and (ii) in the case of facsimile or telecopier or electronic
mail, upon confirmed receipt.


4.5.         Interpretation.   When
a reference is made in this Agreement to Articles, Sections or Schedules, such
reference shall be to an Article, Section or Schedule to this Agreement unless
otherwise indicated.  The words “include,”
“includes” and “including” when used herein shall be deemed in each case to be
followed by the words “without limitation.” 
The word “herein” and similar references mean, except where a specific
Section or Article reference is expressly indicated, the entire Agreement
rather than any specific Section or Article. 
The table of contents and the headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. 
Reference to any agreement (including this Agreement), document or
instrument shall mean such agreement, document or instrument as amended or
modified and in effect from time to time in accordance with the terms thereof
and, if applicable, the terms hereof. 
The use of the masculine, feminine or neuter gender herein shall not
limit any provision of this Agreement. 
Terms defined in the singular have a comparable meaning when used in the
plural, and vice versa.


4.6.         Severability.   If
any term or other provision of this Agreement is invalid, illegal or incapable
of being enforced by any rule of Law, or public policy, all other conditions
and provisions of this Agreement shall nevertheless remain in full force and
effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner adverse to any party.  Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in an acceptable
manner to the end that transactions contemplated hereby are fulfilled to the
extent possible.



 6
 








4.7.         Entire Agreement; No Third
Party Beneficiaries.   This Agreement, the Merger Agreement
and the other Related Agreements (including all exhibits and schedules hereto
and thereto) constitute the entire agreement and supersedes all prior
agreements and understandings (other than the Confidentiality Agreement), both
written and oral, among the parties with respect to the subject matter hereof
and thereof, and is not intended to confer upon any Person other than the
parties hereto any rights or remedies hereunder.


4.8.         Amendments; Assignment.   This
Agreement may not be amended except by written agreement by all the
parties.  This Agreement shall be binding
upon and inure to the benefit of the parties and their respective successors
and permitted assigns.  Neither this
Agreement nor any of the rights, interests or obligations under this Agreement
shall be assigned, in whole or in part, by any of the parties without the prior
written consent of the other parties, and any purported assignment without such
consent shall be void; provided that Parent may assign its rights and
obligations hereunder to any direct or indirect wholly owned subsidiary of
Parent without such consent.


4.9.         Failure or Indulgence Not
Waiver; Remedies Cumulative.   No failure or delay on the
part of any party hereto in the exercise of any right hereunder will impair
such right or be construed to be a waiver of, or acquiescence in, any breach of
any representation, warranty or agreement herein, nor will any single or
partial exercise of any such right preclude other or further exercise thereof
or of any other right. Except as otherwise set forth herein, all rights and
remedies existing under this Agreement are cumulative to, and not exclusive to,
and not exclusive of, any rights or remedies otherwise available.


4.10        Governing Law; Enforcement.   This
Agreement and the rights and duties of the parties hereunder shall be governed
by, and construed in accordance with, the Law of the State of Delaware.  The parties agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise
breached.  It is accordingly agreed that
the parties shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the terms and provisions
of this Agreement in the Federal Courts of the United States located in the
State of Delaware, this being in addition to any other remedy to which they are
entitled at law or in equity.  In
addition, each of the parties hereto, (a) consents to submit itself to the
personal jurisdiction of and the Federal Courts of the United States located in
the State of Delaware in the event any dispute arises out of this Agreement or
any transaction contemplated hereby, (b) agrees that it will not attempt to
deny or defeat such personal jurisdiction by motion or other request for leave
from any such court, (c) agrees that it will not bring any action relating to
this Agreement or any transaction contemplated hereby in any court other than
the Federal Courts of the United States located in the State of Delaware and
(d) waives any right to trial by jury with respect to any action related to or
arising out of this Agreement or any transaction contemplated hereby.


4.11.       Counterparts.   This
Agreement may be executed in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement.



 7
 








4.12.       Specific Performance.   The
parties agree that irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. 
It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement.


[Remainder of this page intentionally left blank]



 8
 








IN WITNESS
WHEREOF, Parent, Merger Sub and each of the Stockholders have caused this
Agreement to be signed by their respective officers or other authorized person
thereunto duly authorized as of the date first written above.


	
   

  	
  PROTECTION ONE, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard
  Ginsburg

  	
   

  
	
   

  	
  Name: Richard Ginsburg 

  
	
   

  	
  Title: President and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TARA ACQUISITION
  CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard
  Ginsburg

  	
   

  
	
   

  	
  Name: Richard Ginsburg

  
	
   

  	
  Title: President and CEO

  
					




 9
 








 


	
  

  	
   

  	
  [DIRECTORS AND OFFICERS]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Charles T.
  May

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Charles T. May

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Number of
  Existing Shares:  0

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Shares subject
  to options or warrants:  150,000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notices

  	
   

  
	
   

  	
   

  	
  Address:

  	
  7415 NE Bay Cove
  CT

  
	
   

  	
   

  	
   

  	
  Boca Raton, FL
  33407

  
							



 



 10
 








 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Bruce E.
  Quay

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Bruce E. Quay

  
	
   

  	
   

  	
  Title:

  	
  Chief Operating
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Number of
  Existing Shares:  20,600

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Shares subject
  to options or warrants:  25,000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notices

  	
   

  
	
   

  	
   

  	
  Address:

  	
  6 Shaker Bay Rd.

  
	
   

  	
   

  	
   

  	
  Latham, NY 12110

  
							



 



 11
 








 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Brian E.
  Shea

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Brian E. Shea

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Number of
  Existing Shares:  3,000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Shares subject
  to options or warrants:  8,000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notices

  	
   

  
	
   

  	
   

  	
  Address:

  	
  862 Worcester
  Drive

  
	
   

  	
   

  	
   

  	
  Niskayuna, NY
  12309

  
							



 



 12
 








 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael T.
  Moscinski

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael T.
  Moscinski

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Number of
  Existing Shares:  1,000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Shares subject
  to options or warrants:  12,000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notices

  	
   

  
	
   

  	
   

  	
  Address:

  	
  63 Old Red Mill
  Rd.

  
	
   

  	
   

  	
   

  	
  Rensselaer, NY
  12144

  
							



 



 13
 








 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert B.
  Heintz

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert B. Heintz

  
	
   

  	
   

  	
  Title:

  	
  Monitoring COO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Number of
  Existing Shares:  1,000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Shares subject
  to options or warrants:  8,000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notices

  	
   

  
	
   

  	
   

  	
  Address:

  	
  923 Woodview Rd.

  
	
   

  	
   

  	
   

  	
  Brielle, NJ
  08730

  
							



 


 



 14
 








 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Raymond C.
  Kubacki

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Raymond C.
  Kubacki

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Number of
  Existing Shares:  2,000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Shares subject
  to options or warrants:  5,000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notices

  	
   

  
	
   

  	
   

  	
  Address:

  	
  438 South St.

  
	
   

  	
   

  	
   

  	
  Carlisle, MA
  01741

  
							



 



 15
 








 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John W.
  Mabry

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John W. Mabry

  
	
   

  	
   

  	
  Title:

  	
  Non-Executive
  Chairman, Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Number of
  Existing Shares:  10,500

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Shares subject
  to options or warrants:  88,000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notices

  	
   

  
	
   

  	
   

  	
  Address:

  	
  117 Plantation
  Cir.

  
	
   

  	
   

  	
   

  	
  Ponte Vedra, FL
  32082

  
							



 



 16
 








 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Ralph S.
  Michael III

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ralph s. Michael
  III

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Number of
  Existing Shares:  10,000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Shares subject
  to options or warrants:  13,000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notices

  	
   

  
	
   

  	
   

  	
  Address:

  	
  6125 Redbird
  Hollow Lane

  
	
   

  	
   

  	
   

  	
  Cincinnati, Ohio
  45243

  
							



 



 17
 








 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Timothy J.
  Tully

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Timothy J. Tully

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Number of
  Existing Shares:  33,000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Shares subject
  to options or warrants:  13,000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notices

  	
   

  
	
   

  	
   

  	
  Address:

  	
  229 Old Kings
  Hwy South

  
	
   

  	
   

  	
   

  	
  Darien, CT 06820

  
							



 



 18
 








 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Arlene M.
  Yocum

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Arlene M. Yocum

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Number of
  Existing Shares:  5,000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Shares subject
  to options or warrants:  0

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notices

  	
   

  
	
   

  	
   

  	
  Address:

  	
  PNC Bank

  
	
   

  	
   

  	
   

  	
  1600 Market
  Street 29th Flr.

  
	
   

  	
   

  	
   

  	
  Philadelphia, PA
  19108

  
							



 



 19