<PAGE>   1
                               AMENDMENT NO. 1 TO

                  STOCK PURCHASE AND RECAPITALIZATION AGREEMENT

         AMENDMENT NO. 1, dated March 9, 2000 (this "Amendment"), to the STOCK
PURCHASE AND RECAPITALIZATION AGREEMENT, dated as of February 8, 2000 (the
"AGREEMENT"), by and among PAXAR CORPORATION, a New York corporation ("PARENT"),
PAXAR CAPITAL CORPORATION, a New York corporation and a wholly- owned subsidiary
of Parent ("SELLER"), INTERNATIONAL IMAGING MATERIALS, INC., a Delaware
corporation and a wholly-owned subsidiary of Seller (the "COMPANY"), and CENTRE
CAPITAL INVESTORS III, L.P., a Delaware limited partnership, and related
partnerships listed on the signature page thereto (collectively, including such
related partnerships and funds and other entities and other assignees under
Section 12.09, "BUYER").

                                    RECITALS

         Certain of the parties hereto are parties to the Agreement.

         The parties wish to provide in this Amendment for the allocation of
Purchased Shares among the purchasers of such Purchased Shares at the Closing,
as assignees of Buyer, and to give effect to the assignment of the rights to
purchase certain of the Purchased Shares, all as permitted by the Agreement.

         The parties wish to provide for certain additional amendments to the
Agreement to address the effective date of certain provisions contained therein,
with the intent that the effective date of certain such provisions be February
29, 2000, notwithstanding the fact that the Closing occurs after such date.

         All shares amounts set forth herein are adjusted to give effect to the
100 for 1 stock split of the Common Stock to occur prior to the Closing. Without
limiting the foregoing, the number of shares of Common Stock outstanding
immediately prior to the Closing shall be 10,000 shares, of which 2,500 shares
shall be "Redeemed Shares" under the Agreement and 7,500 shares shall be
retained by Seller after the Closing.

         Certain capitalized terms used herein have the definitions set forth in
the Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
<PAGE>   2
         1.       BUYERS OF THE PURCHASED SHARES.

                  The parties hereto agree that, at the Closing, the purchasers
of the Purchased Shares shall be as specified on Schedule I attached hereto,
which specifies the name and address of each purchaser (including the address
for notices under the Agreement), the number of shares to be acquired by each
such purchaser, and the amount to be paid by each such purchaser. Each such
purchaser shall be treated as a Buyer entitled to all the rights of, and subject
to the obligations of, the Buyer under the Agreement (provided that certain
management purchasers may also be parties to Employee Equity Participation
Agreements providing for certain additional terms and conditions associated with
the Purchased Shares being acquired by them). Each such Buyer hereby
specifically represents and warrants to the Company as set forth in Section 3.08
of the Agreement.

         2.       CERTAIN AMENDMENTS TO THE AGREEMENT

                  (a) Section 1.04 of the Agreement is amended to replace
certain references to the "Closing Date" and the "Closing" with references to
February 29, 2000 (the "Effective Date"). Section 1.04, as so amended, is hereby
amended and restated in its entirety as set forth below (changes in italics):

                           SECTION 1.04     Cash Redemption Payment Adjustment.

                           (a) Not more than thirty (30) days after the Closing
         Date, the Company shall deliver to Seller and Buyer a written statement
         (the "EFFECTIVE DATE STATEMENT") setting forth the Estimated Effective
         Date Working Capital (as defined in Section 1.04(f)(ii)) of the Company
         and its Subsidiaries at February 29, 2000 (the "EFFECTIVE DATE") prior
         to giving effect to the Transactions, and setting forth in reasonable
         detail the Company's calculation of such amounts, together with a
         representation by the Chief Financial Officer of the Company that the
         balance sheet of the Company upon which the Company's management relied
         in preparing the Effective Date Statement was prepared in accordance
         with GAAP using the same procedures and principles used in preparing
         the 1999 Balance Sheet (as such term is defined in Section 2.07(b)). An
         illustrative computation of Estimated Effective Date Working Capital,
         utilizing hypothetical values, is attached hereto as Schedule 1.04(a).

                                    (i) If the Estimated Effective Date Working
                  Capital is less than the Target Working Capital (as defined in
                  Section 1.04(f)(iii)), then Parent, within 3 business days
                  after receipt of the Effective Date Statement, shall pay to
                  the Company by wire transfer of immediately available funds an
                  amount equal to the difference between the Target Working
                  Capital and the Estimated Effective Date Working Capital.

                                    (ii) If the Estimated Effective Date Working
                  Capital is greater than the Target Working Capital, then the
                  Company, within 3 days after receipt of the Effective Date
                  Statement, shall pay to Seller by wire transfer of immediately
                  available funds an amount equal to the difference between the
                  Target Working Capital and the Estimated Effective Date
                  Working Capital.




                                      -2-
<PAGE>   3
         Any payment under clause (i) or (ii) shall include interest on the
         amount paid from the Closing Date to, but not including, the date of
         payment, at the prime rate as published in The Wall Street Journal on
         the Closing Date.

                           (b) Each of Seller, on the one hand, and Buyer, on
         the other hand, and their respective representatives and agents shall
         have sixty (60) days after the date of delivery of the Closing
         Statement to review the Effective Date Statement. During such sixty
         (60) day period, the Company shall provide to Seller and/or Buyer such
         information as Seller and/or Buyer may reasonably request from the
         Company in connection with Seller's and/or Buyer's review of the
         Effective Date Statement. Prior to the end of such sixty (60) day
         period, each of Buyer and Seller shall give to the other either written
         notice accepting the Effective Date Statement, or written notice of its
         disagreement with the Effective Date Statement (the "NOTICE OF
         DISAGREEMENT"). Any Notice of Disagreement shall specify the nature of
         any disagreement so asserted. If both parties give written notice
         accepting the Effective Date Statement or if both parties fail to give
         a Notice of Disagreement prior to the end of such sixty (60) day
         period, the Effective Date Statement shall at such time become final,
         binding and conclusive upon the parties and there shall be no further
         adjustments under this Section 1.04.

                           (c) In the event Buyer or Seller gives a Notice of
         Disagreement within the period set forth in Section 1.04(b), then, for
         a period ending no later than the ninetieth (90th) day after the date
         of delivery of the Closing Statement, Seller and Buyer shall seek in
         good faith to resolve in writing any disagreements set forth in the
         Notice of Disagreement. If during such period, Seller and Buyer agree
         in writing upon all of the amounts to be set forth in an Effective Date
         statement, such Effective Date statement as agreed upon shall be the
         "FINAL EFFECTIVE DATE STATEMENT" and shall be final, binding and
         conclusive upon the parties, and Section 1.04(e) shall apply.

                           (d) If Seller and Buyer are not able to resolve all
         of the disagreements in respect of matters set forth in the Notice of
         Disagreement during the period set forth in Section 1.04(c), then
         within ten (10) days after the expiration of such period, Seller and
         Buyer shall jointly select a nationally recognized, independent public
         accounting firm (the "ARBITRATOR") and shall submit to the Arbitrator
         the Effective Date Statement and the Notice of Disagreement for review
         and evaluation. If Seller and Buyer cannot agree on the selection of
         the independent public accounting firm to act as Arbitrator during such
         ten (10) day period, they shall immediately jointly request the
         American Arbitration Association to appoint such a firm and such
         appointment shall be final, binding and conclusive on the parties.
         Within thirty (30) days after the selection of the Arbitrator, the
         Arbitrator shall make a written determination of only the matters set
         forth in the Notice of Disagreement which are in dispute, which
         determination shall (i) apply the provisions of Section 1.04(a) hereof
         to such matters, (ii) be based solely on the presentations by Seller
         and Buyer, and not by independent review, of those issues in dispute
         and (iii) include the resulting computation of the Company's Effective
         Date Working Capital. The fees and expenses of the Arbitrator incurred
         in connection with services rendered pursuant to this Section 1.04
         shall be borne equally by the Company and Seller. The Effective Date
         statement as determined in accordance with the report of the Arbitrator
         shall be the "FINAL EFFECTIVE DATE STATEMENT" and shall be final,
         binding and conclusive upon the parties, and Section 1.04(e) shall
         apply. Any award made pursuant to this Section 1.04 may be entered in
         and enforced by any court of competent jurisdiction. Nothing herein
         shall be construed to require the Arbitrator to follow the rules or
         procedures of any arbitration association.

                           (e) If either Section 1.04(c) or Section 1.04(d) is
         applicable, then within three (3) business days after the Final
         Effective Date Statement is determined under Section 1.04(c) or
         1.04(d), as applicable:




                                      -3-
<PAGE>   4
                           (i) if the Effective Date Working Capital is less
                  than the Estimated Effective Date Working Capital, then Parent
                  shall pay to the Company, by wire transfer of immediately
                  available funds, an amount equal to such difference between
                  the Effective Date Working Capital and the Estimated Effective
                  Date Working Capital (the "OVERPAYMENT"), plus (B) interest
                  accrued on the Overpayment from the Effective Date to, but not
                  including, the date on which the amount of the Overpayment is
                  paid, at the prime rate as published in The Wall Street
                  Journal on the Closing Date, and


                           (ii) if the Effective Date Working Capital is greater
                  than the Estimated Effective Date Working Capital, then the
                  Company shall pay to Seller, by wire transfer of immediately
                  available funds, an amount equal to the difference between the
                  Effective Date Working Capital and the Estimated Effective
                  Date Working Capital (the "UNDERPAYMENT"), plus (B) interest
                  accrued on the Underpayment from the Effective Date to, but
                  not including, the date on which the amount of the
                  Underpayment is paid, at the prime rate as published in The
                  Wall Street Journal on the Effective Date.

                                    All adjustments under this Section 1.04(e),
together with adjustments under Section 1.04(a), shall be treated as adjustments
to the Initial Cash Redemption Payment payable hereunder.

                           (f)      Certain Definitions.

                           (i) "Effective Date Working Capital" means the
                  difference, as of the Effective Date, between (a) the sum of
                  the cash, accounts receivable, inventory, deferred income
                  Taxes and other prepaid expenses of the Company (in each case
                  in this clause (a), so long as each is a current asset) less
                  (b) the accounts payable, accrued expenses and other current
                  liabilities of the Company, in each case, determined in
                  accordance with GAAP, and in a manner consistent with the
                  preparation of the 1999 Balance Sheet (including the
                  procedures and principles used in preparing the 1999 Balance
                  Sheet).

                           (ii) "Estimated Effective Date Working Capital" means
                  the Effective Date Working Capital, as set forth on the
                  Effective Date Statement delivered pursuant to Section
                  1.04(a).

                           (iii) "Target Working Capital" means $21,000,000,
                  provided, however, that if, at or prior to the Effective Date,
                  insurance in respect of W/C Matters (as defined in Section
                  9.08) is obtained as contemplated by Section 9.08, then Target
                  Working Capital means $21,000,000 plus the W/C Reserve (as
                  defined in Section 9.08).

                           (g) For purposes of calculating the Estimated
         Effective Date Working Capital and the Effective Date Working Capital,
         all advances made by Parent or its Subsidiaries to the Company on or
         before the Effective Date and treated as liabilities of the Company
         shall be converted to and treated as capital of the Company. All
         advances made by Parent or its Subsidiaries to the Company after the
         Effective Date and on or before the Closing Date shall be treated as
         loans and shall credited to Parent for purposes of determining the
         amount of any payment due under Section 1.04(a).

         (b) ARTICLE IV of the Agreement is hereby amended by the addition of
new Section 4.03, as follows:

                  "SECTION 4.03 Conduct of Business by the Company Between
         Effective Date and Pending the Closing. In addition to the agreements
         in Section 4.01, each of Parent, Seller and the Company covenants and
         agrees that, during the period from the Effective Date and continuing
         until the earlier of the termination of this Agreement or the Closing
         Date, unless Buyer shall otherwise agree in writing and except as set
         forth in Section 4.01 of the Seller Disclosure Schedule or as
         contemplated by this






                                      -4-
<PAGE>   5
         Agreement, neither the Company nor any of its Subsidiaries shall,
         directly or indirectly do, or propose to do, any of the following
         without the prior written consent of Buyer:

                           (a) declare, set aside, make or pay any dividend or
         other distribution (whether in cash, stock or property or any
         combination thereof) in respect of any of its capital stock;

                           (b) sell, pledge, dispose of or encumber any assets
         of the Company or any of its Subsidiaries (except for sales of assets
         in the ordinary course of business);

                           (c) (i) incur, guarantee or assume any Funded Debt or
         other indebtedness not currently outstanding; (ii) assume, guarantee or
         endorse or otherwise as an accommodation become responsible for the
         obligations of any person (other than the Company or any of its
         wholly-owned Subsidiaries and other than any such items as existed on
         the Effective Date); (iii) make any loans or advances to any person
         (other than the Company or any of its Subsidiaries); or (iv) enter into
         or amend any contract, agreement, commitment or arrangement to effect
         any of the matters prohibited by this Section 4.03(c);

                           (d) increase the compensation payable or to become
         payable to its officers or employees; or

                           (e) take, or agree in writing or otherwise to take,
         any of the actions described in Sections 4.03(a) through (d) above.

                           (c) Section 6.06 is hereby amended and restated to
read in its entirety as follows (changes in italics):

                  "SECTION 6.06 Agreements and Covenants. Each of Parent, Seller
         and the Company shall have performed or complied in all material
         respects (except Section 4.03, which shall be complied with in all
         respects) with all agreements and covenants required by this Agreement
         to be performed or complied with by it at or prior to the Closing Date,
         and Buyer shall have received a certificate to such effect signed by
         the Chief Executive Officer(s) and the Chief Financial Officer(s) of
         Parent, Seller and the Company (each acting in their capacity as such
         officer, and not individually)."

                           (d) Section 6.23 is hereby amended and restated to
read in its entirety as follows (changes in italics):

                  "SECTION 6.23 Debt at Closing. At Closing, the Company and its
         Subsidiaries shall have no obligations for indebtedness of any type
         (whether current portion or long term), including guarantees of
         indebtedness, other than (i) the indebtedness (both current portion and
         long-term) of approximately $180,000 payable to Fleet Bank (it being
         agreed that this Section 6.23 does not apply to mere accounts payable
         or similar current liabilities not related to borrowed money), (ii) the
         Company's obligations, if any, under the letter of credit dated
         February 17, 1998 with respect to W/C Matters issued by Fleet Bank
         (YS1091810), as amended by amendment dated March 1, 2000 (as so
         amended, the "Existing Letter of Credit") and (iii) advances from
         Parent or its Subsidiaries made after the Effective Date and on or
         before the Closing Date as contemplated by Section 1.04(g)."

                  (e)      Section 7.14 is hereby deleted.



                                      -5-
<PAGE>   6
                           (f) Section 9.06 is hereby amended and restated in
                                   its entirety as follows (changes in italics):

         SECTION 9.06      Tax Matters.

                  (a) Any tax sharing agreement between Parent, Seller and any
         of the Company and its Subsidiaries will be terminated as of the
         Closing Date and will have no further effect for any taxable year
         (whether the current year, a future year, or a past year), except for
         Parent or Seller's obligation to pay to the Company or its Subsidiaries
         any amounts payable thereunder, which shall not terminate.
         Notwithstanding the preceding, in the event the Closing occurs, no
         payment shall be made pursuant to any such tax sharing agreement with
         respect to Taxes attributable to the period from the Effective Date
         through the Closing Date, with such attributable Taxes being determined
         in accordance with the apportionment provisions of Section 9.06(c) (but
         with the Effective Date being substituted for the Closing Date and with
         such attributable Taxes being determined as though the Company and its
         subsidiaries were not affiliates with Parent or Seller).

                  (b) Parent and Seller, jointly and severally, agree to
         indemnify Buyer from and against the entirety of any Indemnified
         Liabilities Buyer may suffer resulting from, arising out of, relating
         to, in the nature of, or caused by any Liability of any of the Company
         and its Subsidiaries for Taxes of any Person other than any of the
         Company and its Subsidiaries (i) under Treasury Regulation
         Section 1.1502-6 (or any similar provision of state, local or foreign
         law), (ii) as a transferee or successor, (iii) by contract, or (iv)
         otherwise.

                  (c) Parent will include the income of the Company and its
         Subsidiaries (including any income triggered into income by Treasury
         Regulation Section 1.1502-13 and Treasury Regulation Section 1.1502-14
         and any excess loss accounts taken into income under Treasury
         Regulation Section 1.1502-19) on Parent's consolidated federal income
         Tax Returns for all periods through the Closing Date and pay any
         federal income Taxes attributable to such income. The Company and its
         Subsidiaries will furnish Tax information to Parent for inclusion in
         Parent's consolidated federal income Tax Return for the period which
         includes the Closing Date in accordance with the Company's past custom
         and practice. Parent will allow Buyer an opportunity to review and
         comment upon such Tax Returns (including any amended returns) to the
         extent that they relate to the Company and its Subsidiaries. Parent
         will take no position on such Tax Returns that relate to the Company
         and its Subsidiaries that would adversely affect the Company and its
         Subsidiaries after the Closing Date. The income of the Company and its
         Subsidiaries will be apportioned to the period up to and including the
         Closing Date and the period after the Closing Date by closing the books
         of the Company and its Subsidiaries as of the end of the Closing Date
         in accordance with Treasury Regulation Section 1.1502-76(b)(2)(i).
         Taxes imposed on the basis of revenue, sales, receipts, profits, gains
         or the like will be apportioned in a manner consistent with the
         preceding sentence. Taxes other than Taxes that are described in the
         two preceding sentences and payable for a taxable period that includes,
         but does not end on, the Closing Date shall be allocated between the
         portion of such period ending on the Closing Date and the portion of
         such period beginning on the day following the Closing Date on the
         basis of the number of days in each such portion as compared to the
         number of days in the entire taxable period. Notwithstanding the
         preceding, in the event the Closing occurs, the Company and its
         Subsidiaries shall reimburse Parent and Seller for all Taxes borne by
         Parent or Seller and attributable to the period from the Effective Date
         through the Closing Date (except for Taxes arising as a result of the
         consummation of the transactions contemplated hereby), which
         attributable Taxes shall be determined in accordance with the
         apportionment provisions set forth in the preceding paragraph (but with
         the Effective Date being substituted for the Closing Date and with the
         Taxes attributable to such period being determined as though the
         Company and its Subsidiaries were not affiliated with Parent or
         Seller). Such reimbursement shall be made within five business days
         following delivery by Seller of a certificate setting




                                      -6-
<PAGE>   7
         forth in reasonable detail the amount of attributable Taxes (which
         certificate shall be delivered together with the Tax Return covering
         such period), unless the Company disputes the amount asserted to be the
         attributable Taxes, in which event such reimbursement shall be made
         within five business days following resolution of the amount of
         attributable Taxes by a mutually agreeable independent accountant,
         whose fees and costs shall be borne by the party whose position differs
         by the largest dollar amount from the final determination of such
         accountant.

                  (d) Parent will allow the Company and its counsel to
         participate in any audits of Parent's consolidated federal income Tax
         Returns to the extent that such returns relate to the Company and its
         Subsidiaries. Parent will not settle any such audit in a manner which
         would adversely affect the Company and its Subsidiaries after the
         Closing Date without the prior written consent of Buyer, which consent
         shall not unreasonably be withheld.

                  (e) Parent will immediately pay to the Company any Tax refund
         (or reduction in Tax liability) resulting from a loss or other Tax
         attribute of the Company or any Subsidiary during the period from the
         Effective Date through the Closing Date (determined in accordance with
         the provisions of the second paragraph of Section 9.06(c)) or from a
         carryback of a postacquisition Tax attribute of any of the Company and
         its Subsidiaries into the Parent consolidated Tax Return (such
         attribute being utilized, in the case of a carryover of an attribute of
         the Company or its Subsidiaries to a year in which attributes of Parent
         or its Subsidiaries are also carried, in accordance with the provisions
         of the Code or other applicable law, or, if there is no such provision,
         pro rata in accordance with the respective amounts of comparable
         attributes), when such refund or reduction is realized by the Parent
         group. Parent will cooperate with the Company and its Subsidiaries in
         obtaining such refunds (or reduction in Tax liability), including
         through the filing of amended Tax Returns or refund claims. The Company
         agrees to indemnify Parent for any Taxes resulting from the
         disallowance of such Tax attribute on audit or otherwise.

                  (f) Parent will not elect to retain any net operating loss
         carryovers or capital loss carryovers of the Company and its
         Subsidiaries under Treasury Regulations Section 1.1502-20(g).

                  (g) Sections 9.08(b), (d) and (f) are hereby amended and
restated in their entirety as follows (changes in italics):

                           "(b) If the insurance described in Section 9.08(a) is
         obtained on or prior to the Effective Date, then the costs thereof
         shall be borne in accordance with Section 9.08(c), and, as contemplated
         by Section 1.04(f)(iii), Target Working Capital shall be adjusted. If
         the insurance described in Section 9.08(a) is not obtained on or prior
         to the Effective Date or is never obtained, then Section 9.08(c) shall
         still apply, but there shall be no adjustment to Target Working
         Capital."

                                      * * *

                           "(d) For purposes hereof, the term "W/C RESERVE"
         means the reserve in respect of the W/C Matters, as of the Effective
         Date."

                                      * * *

                           "(f) Parent and Seller agree to use their best
         efforts to have any letter of credit required by any Governmental
         Authority in respect of W/C Matters under which the Company is the
         account party (including the Existing Letter of Credit) reissued naming
         Parent or Seller, and not the Company, as the account party as soon as
         practicable. Parent, Seller, the Company and Buyer agree to







                                      -7-
<PAGE>   8
         mutually cooperate to use reasonable efforts to reduce the amount of,
         or eliminate the requirement for, any letter of credit required by any
         Governmental Authority in respect of W/C Matters. In this connection,
         if such a letter of credit is required by a Governmental Authority to
         be maintained from and after the Closing, then the parties agree that
         (i) if the Company is named the account party under such letter of
         credit, Parent and Seller shall use their best efforts to have such
         letter of credit reissued naming Parent or Seller as the account party
         as soon as practicable; (ii) regardless of which party continues to
         maintain such letter of credit, Parent shall be responsible for the
         annual carrying cost thereof and the Company shall reimburse Parent for
         such annual carrying cost in a proportion equal to (x) the amount of
         W/C Liabilities required to be borne by the Company under Sections
         9.08(a) - (e) divided by (y) the amount of the letter of credit; or
         (iii) the Company, on the one hand, and Parent, on the other hand, may
         maintain, at their own expense, separate letters of credit in an
         aggregate amount equal to the amount required by the Governmental
         Authority to be maintained, with the Company's maximum letter of credit
         obligation at any time being equal to the amount of W/C Liabilities
         still required to be borne by the Company under Sections 9.08(a) -
         (e)."

         3. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York (other than any conflicts of
law rules which might result in the application of the laws of any other
jurisdiction).

         4. Counterparts. This Amendment 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.

         5. Agreement. Except as amended hereby, the Agreement is ratified,
confirmed and in full force and effect.







                                      -8-
<PAGE>   9
                   [SIGNATURE PAGE TO AMENDMENT NO. 1 TO IIMAK

                           RECAPITALIZATION AGREEMENT]

                  IN WITNESS WHEREOF, Buyer, Parent, Seller and the Company have
caused this Agreement to be executed as of the date first written above by their
respective officers thereunto duly authorized.

                  PARENT:

                  PAXAR CORPORATION


                  By: /s/ Jack Plaxe
                      -----------------------
                      Name: Jack Plaxe
                      Title: Chief Financial Officer

                  SELLER:

                  PAXAR CAPITAL CORPORATION


                  By: /s/ Jack Plaxe
                      -----------------------
                      Name: Jack Plaxe
                      Title: Chief Financial Officer

                  THE COMPANY:

                  INTERNATIONAL IMAGING MATERIALS, INC.


                  By: /s/ Robert S. Stone
                      -----------------------
                      Name: Robert S. Stone
                      Title: Secretary



                                       S-1
<PAGE>   10
                   [SIGNATURE PAGE TO AMENDMENT NO. 1 TO IIMAK

                           RECAPITALIZATION AGREEMENT]

                  BUYER:

                  CENTRE CAPITAL INVESTORS III, L.P.
                  CENTRE CAPITAL INDIVIDUAL INVESTORS III, L.P.
                  CENTRE CAPITAL OFFSHORE INVESTORS III, L.P.
                  CENTRE CAPITAL TAX-EXEMPT INVESTORS III, L.P.
                  By:  Centre Partners III, L.P.,
                          as general partner of such partnerships
                          By:  Centre Partners Management LLC,
                                  attorney-in-fact

                               By: /s/ David B. Golub
                                   -----------------------
                                   Name: David B. Golub
                                   Title: Managing Director

                  CENTRE PARTNERS COINVESTMENT III, L.P.
                  By:  Centre Partners III LLC
                          as general partner

                               By: /s/ David B. Golub
                                   -----------------------
                                   Name: David B. Golub
                                   Title: Managing Director

                   /s/ Richard A. Marshall
                  -------------------------------------
                  Name: Richard A. Marshall

                  /s/ Nick S. Mandrycky
                  -------------------------------------
                  Name: Nick S. Mandrycky

                  /s/ David B. Lupp
                  -------------------------------------
                  Name: David B. Lupp

                  /s/ Susan R. Stamp
                  -------------------------------------
                  Name: Susan R. Stamp




                                       S-2
<PAGE>   11
                   [SIGNATURE PAGE TO AMENDMENT NO. 1 TO IIMAK

                           RECAPITALIZATION AGREEMENT]

                    /s/ Daniel J. Harrison
                  -------------------------------------
                  Name: Daniel J. Harrison

                    /s/ Vincent C. Dowell
                  -------------------------------------
                  Name: Vincent C. Dowell

                    /s/ Rick W. Wallace
                  -------------------------------------
                  Name: Rick W. Wallace




                                       S-3
<PAGE>   12
                   [SIGNATURE PAGE TO AMENDMENT NO. 1 TO IIMAK

                           RECAPITALIZATION AGREEMENT]

                  ALBION ALLIANCE LLC


                  By: _____________________________
                         Name:
                          Title:

                  SQUAM LAKE INVESTORS IV, L.P.
                  By:  GPI, Inc.
                          as general partner

                  By: /s/ Alan R. Harris
                      _____________________________
                         Name: Alan R. Harris
                          Title: Vice President




                                       S-4
<PAGE>   13
                   [SIGNATURE PAGE TO AMENDMENT NO. 1 TO IIMAK

                           RECAPITALIZATION AGREEMENT]

         ALLIANCE MEZZANINE FUND, L.P.

         By:          Albion Alliance LLC, its General Partner

         By:   /s/ Andrew H. Steuerman
               ________________________________
               Name:  Andrew H. Steuerman
               Title: Senior Vice President

         ALBION ALLIANCE MEZZANINE FUND, II, L.P.

         By:          AA MEZZ II GP, LLC, its General Partner

         By:          Albion Alliance LLC, its General Partner

         By:   /s/ Andrew H. Steuerman
               ________________________________
               Name:  Andrew H. Steuerman
               Title: Senior Vice President