STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is entered into as of this 1st day of October,
2004, by and between VERINEX TECHNOLOGIES, INC., a Delaware corporation ("VTI") with its principal
office in Lake Forest, California, the shareholders of VTI listed in Section 3.5 of this Agreement (together, the
"Sellers"), and JACK HENRY & ASSOCIATES, INC., a Delaware corporation with its principal offices in
Monett, Missouri ("Purchaser").
VTI is engaged in the business of providing biometric identification software and hardware to commercial
customers. The Sellers own all of the issued and outstanding shares of the capital stock of VTI. Purchaser is
engaged in the business of providing software, data processing services and other related services to banks,
credit unions and other financial institutions and wishes to acquire all of the issued and outstanding shares of
capital stock of VTI, thereby acquiring all of the assets, customers and business of VTI.
Statement of Agreement
In consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:
In addition to the terms defined elsewhere in this Agreement, the following terms shall have the meanings
1.1 The term "Balance Sheet" means the VTI unaudited balance sheet and accompanying statement of income
attached hereto as Exhibit 1.1, which reflect the assets and liabilities of VTI as of August 31, 2004.
1.2 The term "Contracts" means those contracts, leases, agreements, licenses and other arrangements to which
VTI is a party which commit VTI to
(a) provide software, hardware or services to its customers, or (b) for the payment of any amount in excess of
$1,000 or (c) extend for a period of one year or more and that are listed in section 3.6(e) of the Disclosure
1.3 The term "Documentation" means those written materials owned by VTI that explain any Software or