Exhibit 10.18


                           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").

                             Background Statement
                             --------------------
      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:


                                   ARTICLE I
                                  DEFINITIONS

      In addition  to the  terms defined  elsewhere  in this  Agreement,  the
 following terms shall have the meanings indicated below:

      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
 Schedule.

      1.3  The term "Documentation"  means those written  materials owned  by
 VTI that explain any Software or hardware or the use thereof.

      1.4  The term "Financial  Statements" means the  unaudited VTI  balance
 sheet and income statement for the year ended December 31, 2003, as provided
 by Sellers  and VTI  to Purchaser,  and the  Balance Sheet  as described  in
 Section 1.1 above.

      1.5  The term "Permitted Liens" means: (a) liens for current taxes  not
 yet due and payable,  (b) liens arising in  the ordinary course of  business
 for sums not yet due  and payable, but not  involving any borrowed money  or
 the deferred  purchase  price  for  property  or  services,  and  (c)  liens
 disclosed on the Balance Sheet.

      1.6  The term "Person" means  an individual, partnership,  corporation,
 limited liability  company,  trust,  joint  venture,  joint  stock  company,
 association, unincorporated  organization, governmental  authority or  other
 entity.

      1.7  The term "Software" means those computer software programs  listed
 on Exhibit 1.7 (in object code only or both source code and object code,  as
 indicated on Exhibit  1.7) that are  owned by VTI  or by  third parties  and
 used, licensed or sublicensed by VTI.

      1.8  The term "Trade Secrets"  means business or technical  information
 that is not  generally known  to other Persons  and that  derives actual  or
 potential commercial  value  from  not  being  generally  known  or  readily
 ascertainable to other Persons.


                                   ARTICLE II
                           SALE AND PURCHASE OF SHARES

      2.1  VTI Shares Acquired.  On the  terms and subject to the  conditions
 of this Agreement, on the Closing Date the Sellers shall sell and deliver to
 Purchaser, and Purchaser shall purchase and accept from Sellers, all of  the
 issued and outstanding shares of capital stock of VTI (the "Shares"),  which
 Shares consist of 9,150 shares of Common Stock with a par value of $.001 per
 share.

      2.2  Consideration.   In consideration  of the  transfer to  it of  the
 Shares, Purchaser shall  pay Sellers  $35,000,000.00 in  the aggregate  (the
 "Purchase Price").  The  Purchase Price shall be  payable to the Sellers  at
 the Closing by wire  transfer of immediately  available funds in  accordance
 with written instructions provided by Sellers.

      2.3  Closing.  The closing  of the sale of  the Shares (the  "Closing")
 shall take place on October 4, 2004 (the "Closing Date"), or such other date
 as the parties may  establish by mutual agreement  as the Closing Date.  The
 parties agree  that in  any event,  the  transactions contemplated  by  this
 Agreement shall be effective on October 1, 2004 (the "Effective Date").  The
 Closing shall occur  at the offices  of Palmieri, Tyler,  Wiener, Wilhelm  &
 Waldron in Irvine,  California or  such other  location as  the parties  may
 establish by mutual agreement.  If the Closing has not occurred on or before
 October 15,  2004, then  this  Agreement may  be  terminated by  either  the
 Purchaser or the Seller Representative.

      2.4  Deliveries at Closing.  At the Closing:

           (a)  Sellers will deliver to Purchaser:

                (i)  Stock  certificates   representing  the   Shares,   duly
                     endorsed by Sellers  for transfer to  the Purchaser  and
                     accompanied by  irrevocable  stock  powers  executed  by
                     Sellers in a form acceptable to Purchaser;

                (ii) An  Employment  Agreement   in  the   form  of   Exhibit
                     2.4(a)(ii) executed  by  Scott Almquist, William  Watson
                     and Aaron Watson;

                (iii)  A  Proprietary  Rights  and Confidentiality  Agreement
                     in the form  of Exhibit 2.4(a)(iii)  executed by   Scott
                     Almquist, William Watson and Aaron Watson;

                (iv) Resignations of each  of the directors  and officers  of
                     VTI;

                (v)  A Release in  the form of Exhibit 2.4(a)(v) executed  on
                     behalf of  each  of the  Sellers,  and by  each  of  the
                     officers and directors of VTI;

                (vi) The minute and  stock books,  corporate, accounting  and
                     tax records and all  other records, documents and  files
                     of VTI;

                (vii)  An  opinion  from  counsel  to  VTI  and  the  Sellers
                     dated the  Closing Date,  in substantially  the form  of
                     Exhibit 2.4(a)(vii);

                (viii)   A  Bill  of  Sale  and  Assignment  of  Intellectual
                     Property Rights  in substantially  the form  of  Exhibit
                     2.4(a)(viii) executed on behalf of each of the  Sellers,
                     and by each of the officers and directors of VTI; and

                 (ix)  All other agreements, certificates and other documents
                     required to be delivered  by Seller on the  Closing Date
                     pursuant to this Agreement.

           (b)  Purchaser will deliver to the Sellers:

                (i)  The Purchase  Price,  by wire  transfer  of  immediately
                     available funds to the account of each of Sellers in the
                     amount as provided in Section 2.2 above;

                (ii) Employment  Agreements  between   Purchaser  and   Scott
                     Almquist, William Watson and Aaron Watson; and

                (iii)  All other agreements, certificates and other documents
                     required  to  be  delivered by Purchaser on  the Closing
                     Date pursuant to this Agreement.

                (iv) Subject to the representations, warranties and covenants
                     of the Sellers in this Agreement, a Release in the  form
                     of Exhibit 2.4(b)(iv) executed by  VTI in favor of  each
                     of the Sellers relating to actions prior to the  Closing
                     by the Sellers as  officers, directors and  shareholders
                     of VTI.

                                   ARTICLE III
                 REPRESENTATIONS AND WARRANTIES OF VTI AND SELLERS

      Except as set forth in the Disclosure Schedule attached hereto, VTI and
 each of  the  Sellers  jointly  and  severally  (except  for  those  matters
 described in  Section 10.2(b)(i)  as being  only  several as  to  liability)
 represent and warrant to Purchaser that:

      3.1  Organization and Standing.    VTI is a corporation duly organized,
 validly existing  and  in good  standing  under the  laws  of the  State  of
 Delaware and has all requisite corporate  power and authority and  possesses
 all governmental franchises, licenses, permits, authorizations and approvals
 necessary to enable it  to own, lease or  otherwise hold its properties  and
 assets, to carry on its business as presently conducted and to carry out the
 transactions contemplated by this  Agreement. VTI is  duly qualified and  in
 good standing to do business in each jurisdiction in which the nature of its
 business or the ownership, leasing or  holding of its properties makes  such
 qualification necessary and in which the failure so to qualify would have  a
 material adverse effect on it or its properties.

      3.2  No Subsidiaries.  VTI does business only under its corporate  name
 and has no subsidiaries.

      3.3  Authority.  VTI has all requisite corporate power and authority to
 execute and deliver this Agreement and to perform its obligations hereunder,
 the execution and  delivery of this  Agreement and the  consummation of  the
 transactions contemplated hereby  have been duly  and validly authorized  by
 all necessary corporate action on the part of VTI.  This Agreement has  been
 duly and validly executed and delivered by an authorized officer of VTI  and
 constitutes the legal, valid  and binding obligation  of VTI enforceable  in
 accordance with its terms.

      3.4  Consents and Approvals;  No Violation.   There  is no  requirement
 applicable to VTI  or any  of the Sellers  to make  any filing  with, or  to
 obtain any permit, authorization, consent  or approval of, any  governmental
 authority as  a condition  to the  lawful consummation  of the  transactions
 contemplated by this Agreement.  Except as disclosed in Exhibit 3.4, neither
 the execution, delivery  and performance  of this  Agreement by  VTI or  the
 Sellers, nor the  compliance of them  with the provisions  hereof will:  (a)
 conflict with any provision  of the articles of  incorporation or bylaws  of
 VTI; (b) result  in a default  (or give rise  to any  right of  termination,
 cancellation  or  acceleration)  under  any  Contract;  (c)  result  in  the
 imposition or creation of any lien, security interest, charge or encumbrance
 upon any asset of VTI; (d)  require any authorization, consent, approval  or
 notice under any of the terms,  conditions or provisions of any note,  bond,
 mortgage, indenture,  agreement,  contract,  lease or  other  instrument  or
 arrangement to which VTI or any of the  Sellers is a party, except for  such
 of the  foregoing  as to  which  requisite  waivers or  consents  have  been
 obtained; or (e) violate  any law, statute,  rule, regulation, order,  writ,
 injunction or decree of any governmental authority.

      3.5  Capital Stock  of  VTI.   The  authorized  capital  stock  of  VTI
 consists of 10,000 shares of Common Stock, all with a par value of $.001 per
 share, of which  9,150 shares of  Common Stock are  issued and  outstanding.
 The shares of Common Stock of VTI are issued to the Sellers in the following
 amounts:

      Name                                   No. of Shares
      ----                                   -------------
      Scott Almquist, as Trustee for
        the Almquist Family Trust                5,700

      William S. and Traci Jo Watson             1,650

      Aaron and Vanessa Watson                   1,100

      Sean and Cynthia Walwick                     700


 All of the issued and  outstanding shares of capital  stock of VTI are  duly
 authorized, validly issued to the Sellers  and fully paid and  nonassessable
 and have not been issued, and are  not held, in violation of any  preemptive
 rights. Except as set forth above, there  are no shares of capital stock  or
 other equity securities of VTI outstanding,  and the issued and  outstanding
 shares as set  forth above are  held by the  Sellers free and  clear of  all
 liens, encumbrances, claims and restrictions.  There are and on the  Closing
 Date will be no other issued or outstanding shares of capital stock of  VTI,
 and on the Closing Date there will be no (i) outstanding, warrants, options,
 agreements, convertible  or  exchangeable securities  or  other  commitments
 pursuant to which VTI is or  may become obligated to issue, sell,  purchase,
 return or redeem  any shares of  capital stock or  other securities of  VTI;
 (ii) agreements with respect  to the voting of  the shares of VTI's  capital
 stock; or  (iii) equity  securities of  VTI reserved  for issuance  for  any
 purpose.

      3.6  VTI Assets.  Except as disclosed  in the Disclosure Schedule,  VTI
 will own at Closing  good and valid  title to all  of the following  assets,
 rights and properties (the "VTI Assets"):

           (a)  The Software and all Documentation related thereto, including
           any Proprietary  Rights  therein  (as described  in  Section  3.11
           below);

           (b)  All of the  customer records, customer  lists, vendor  lists,
           correspondence, product  and  service  literature  and  materials,
           design, development and maintenance  records and files,  technical
           reports and other  business documents that  are presently used  by
           VTI;

           (c)  The equipment (including data  processing and other  computer
           hardware,  telecommunications   equipment,   media   and   tools),
           machinery, furniture  and furnishings  listed in   the  Disclosure
           Schedule, all of which is presently used by VTI, and all of  which
           are in reasonably good condition and  repair and are adequate  and
           sufficient in all material  respects to carry  on the business  of
           VTI as presently conducted;

           (d)  The  accounts   receivable   of   VTI,   including,   without
           limitation, those that are due and payable under the Contracts, of
           which at least  99% of the  value thereof are  collectable in  the
           ordinary course of business at amounts no less than that reflected
           on the Balance Sheet;

           (e)  Those  contracts,  leases,  agreements,  licenses  and  other
           arrangements to  which VTI  is  a party  and  that are  listed  in
           section 3.6(e) of the Disclosure Schedule (the "Contracts");

           (f)  Those trademarks,  service marks,  patents and  other  rights
           listed in section  3.6(f) of the Disclosure Schedule;

           (g)  The goodwill appurtenant to VTI's business.

 At the Closing,  VTI shall own  all such VTI  Assets free and  clear of  all
 mortgages,  liens,  security  interests   or  encumbrances  of  any   nature
 whatsoever, except  for Permitted  Liens. VTI's  Assets include  all of  the
 assets presently used by VTI in the operation of its business.

      3.7  Leases.    Except as disclosed  in section 3.7  of the  Disclosure
 Schedule, VTI is not a party to or  obligated with respect to any leases  of
 real or personal property.  Complete  and correct copies of all leases  have
 been  delivered  to Purchaser.   Each  such Lease  is valid,  subsisting and
 in  good standing.  VTI  has not sent or  received  any  notice  of  default
 thereunder and  no event  or condition  exists which  constitutes, or  after
 notice or  lapse  of time  or  both  would constitute,  a  material  default
 thereunder.  The leasehold interests under the Leases are subject to no lien
 or other encumbrance created by VTI other than Permitted Liens.

      3.8  Insurance.  Section 3.8  of the Disclosure  Schedule sets forth  a
 description of all current fire, liability, extended coverage and all  other
 insurance policies, copies of  which have been  delivered to the  Purchaser.
 VTI has not received any notice of cancellation with respect to any of  such
 insurance policies  or of  any unwillingness  of an  insurer to  renew  such
 policies based on standard premium charges.

      3.9  Bank Accounts, Signing Authority, Powers  of Attorney.  Except  as
 set forth on section 3.9 of the Disclosure Schedule , VTI has no account  or
 safe deposit box in any bank and no Person has any power, whether singly  or
 jointly, to sign any checks on behalf of VTI, to withdraw any money or other
 property from any bank, brokerage  or other account of  VTI or to act  under
 any power of attorney granted by VTI at  any time for any purpose.   Section
 3.9 of the  Disclosure Schedule  also sets forth  the names  of all  Persons
 authorized to borrow money or sign notes on behalf of VTI.

      3.10 Liabilities.   VTI has  no liabilities  of any  nature  whatsoever
 which exceed $1,000 in the aggregate, whether accrued or unaccrued, known or
 unknown, fixed or contingent except:  (a) the obligations arising under  the
 Contracts; and (b) those liabilities listed in the Disclosure Schedule.  VTI
 is not in default with respect to any outstanding indebtedness for  borrowed
 money or any instrument  relating thereto.  Complete  and correct copies  of
 all  instruments,  (including  all  amendments,  supplements,  waivers   and
 consents) relating to any indebtedness for  borrowed money of VTI have  been
 furnished to Purchaser.

      3.11 Proprietary Rights.

           (a)  VTI owns or uses under  valid licenses all copyrights,  know-
           how, patents, trademarks and Trade Secrets, if any, (collectively,
           the "Proprietary  Rights")  necessary  for the  operation  of  its
           business as now conducted.

           (b)  VTI  has  taken  efforts   that  are  reasonable  under   the
           circumstances to  prevent  the unauthorized  disclosure  to  other
           Persons of such portions  of VTI's Trade  Secrets as would  enable
           any such other Person to compete with VTI within the scope of  its
           business as now conducted.

           (c)  VTI does  not  use  any  trademark  in  connection  with  its
           business in any material way,  except for those trademarks  listed
           in section  3.11(c)  of  the  Disclosure  Schedule,  and  no  such
           trademark is registered except  as otherwise indicated in  section
           3.11(c) of the Disclosure Schedule.

           (d)  Any Software used by VTI and  which is material to the  scope
           of its business is identified in section 3.11(d) of the Disclosure
           Schedule, and VTI either owns all such Software or is licensed  to
           use such  Software in  the manner  that  VTI presently  uses  such
           Software in the normal course of its business. Except as set forth
           in  section  3.11(d)  of  the  Disclosure  Schedule,  VTI  has  no
           obligation to make any payments by way of royalty, fee, settlement
           or otherwise to any Person in connection with VTI's present use of
           any such Software.

           (e)  No claim has been  asserted against VTI  within the scope  of
           its business by  any other Person:  (i) that such  Person has  any
           right, title or interest in or to any of VTI's copyrights, patents
           or Trade Secrets, (ii) that such  Person has the right to use  any
           of VTI's trademarks, (iii) to the effect that any past, present or
           projected act  or omission  by VTI  infringes any  rights of  such
           Person  to  any  copyright,  patent,  Trade  Secret,  know-how  or
           trademark, or (iv) that challenges VTI's right to use any of VTI's
           copyrights, patents, Trade Secrets, know-how or trademarks.

      3.12 Financial Statements.  The Balance Sheet and Financial  Statements
 have been prepared using the accrual method of accounting, and VTI has  used
 the cash method  of accounting to  prepare and file  its federal income  tax
 returns for the taxable year ending December 31, 2003.  Consistent with such
 accounting practices, the Balance Sheet and Financial Statements each fairly
 present, in  all  material  respects, the  financial  condition  and,  where
 indicated, the results of operations  of VTI for the  periods and as of  the
 dates thereof.  The Chief Financial Officer of VTI has certified the Balance
 Sheet and the Financial Statements by signing and dating them.

      3.13 Absence of Changes or Events.  Except as set forth in section 3.13
 of  the  Disclosure  Schedule,  or  as  permitted or  contemplated  by  this
 Agreement, since the date of the Balance Sheet, there has not been: (a)  any
 material change in the assets, liabilities, sales, income or business of VTI
 or in  its  relationships with  suppliers,  customers or  lessors;  (b)  any
 acquisition or disposition by VTI of any asset or property other than in the
 ordinary course of business; (c) any damage, destruction or loss, whether or
 not covered by insurance, either in any case or in the aggregate, which  had
 or may have a material adverse affect upon the VTI Assets or VTI's business;
 (d) any increase in the compensation,  pension or other benefits payable  or
 to become payable by VTI to any of  its officers or employees, or any  bonus
 payments or arrangements made to or with any of them; (e) any forgiveness or
 cancellation of any  debt or  claim by VTI  or any  waiver of  any right  of
 material value other than compromises of accounts receivable in amounts  not
 material and in the ordinary course of business; (f) any transaction by  VTI
 other than in the ordinary course of business; (g) any incurrence by VTI  of
 any  material  obligations  or   liabilities,  whether  absolute,   accrued,
 contingent or  otherwise  (including,  without  limitation,  liabilities  as
 guarantor or otherwise with  respect to obligations  of others), other  than
 obligations and liabilities that are not  material and were incurred in  the
 ordinary course  of business;  or (h)  any  mortgage, pledge,  lien,  lease,
 security interest or other charge or encumbrance on any of VTI Assets.

      3.14 Contracts.  Each of  the Contracts is a  legal, valid and  binding
 obligation of VTI  and, to  the knowledge of  the Sellers,  the other  party
 thereto, enforceable  in accordance  with its  terms, and  no party  to  any
 Contract has given notice of the termination thereof.  There are no facts or
 circumstances that exist and that, with the passage of time or the giving of
 notice or both, would constitute  a breach of or  an event of default  under
 any of the Contracts.

      3.15 Litigation. There  are  no  lawsuits, actions,  claims  or  legal,
 administrative or arbitration proceedings  or investigations pending or,  to
 the knowledge of VTI or  any of the Sellers,  threatened by or against  VTI;
 nor are any of the Sellers aware of the existence of any basis for any  such
 lawsuit, action, claim or proceeding.

      3.16 Compliance with Applicable Laws.   VTI is  in compliance with  all
 applicable statutes, laws, ordinances, rules, orders and regulations of  any
 governmental authority, including those related to wages, hours,  collective
 bargaining,  the   payment  of   social   security  taxes   and   applicable
 discrimination laws, the penalty for violation of which may have a  material
 adverse affect upon the VTI Assets or VTI's business.  VTI has not  received
 any written communication  from a governmental  authority that alleges  that
 VTI is not  in compliance with  any federal, state,  local or foreign  laws,
 ordinances, rules or regulations.  There  are no material licenses,  permits
 or other  authorizations from  governmental  authorities necessary  for  the
 conduct of VTI's business or the ownership or use of the VTI Assets.

      3.17 Compliance with Other Instruments.  VTI has complied with, and  is
 in compliance  with,  all material  unwaived  terms and  provisions  of  all
 Contracts, agreements and  indentures to which  VTI is a  party and has  not
 received any notices of any defaults thereunder.

      3.18 Disclosure.  No representation or warranty made by Sellers or  VTI
 in this Agreement or in any exhibit or schedule to this Agreement or in  any
 written statement,  certificate or  other document  to be  delivered at  the
 Closing to the Purchaser pursuant hereto contains or will contain any untrue
 statement of a material fact or omits or  will omit to or otherwise fail  to
 state a material fact required to be stated therein or necessary to make the
 statements  contained  therein not  misleading.  Sellers and  VTI have  made
 available to  Purchaser all  documents and  records concerning  VTI and  the
 Seller's ownership of  the capital stock  thereof, and the  Sellers have  no
 actual knowledge of any material fact  relating to VTI's business which  may
 have a material adverse effect on the same and which has not been  disclosed
 to  the  Purchaser   in  writing;  provided   that  the   Sellers  make   no
 representations or warranties in this agreement as to the future performance
 of  VTI,  and  provided  further that  the  Sellers make  no representations
 or warranties in  this  Section  or  elsewhere  in this Agreement  as to the
 effect of  matters,  facts, conditions or developments  (including  proposed
 legislation or  government promulgations)  applicable  to or  affecting  the
 software generally or having general  application to or affecting  generally
 the local, regional or national economy or business environment.

      3.19 Employees; Labor Matters.  Section 3.19 of the Disclosure Schedule
 lists the  names of  all employees  of VTI  and, except  as otherwise  noted
 thereon, the  salary  or  wage rate  for  each  such employee  and  a  brief
 description  of  the  responsibilities  of  each  such employee.  Except  as
 otherwise disclosed in section 3.19 of the Disclosure Schedule, VTI is not a
 party to  nor has  otherwise  entered into  a  written or  other  employment
 agreement with any  such employee.   VTI is not  a party  to any  collective
 bargaining agreement,  and  has not  recognized  or received  a  demand  for
 recognition  of  any  collective  bargaining  representative  with   respect
 thereto; and during the past three  years there have been no material  labor
 strikes, disputes or work stoppages and,  to the knowledge of VTI or  either
 of the Sellers,  no such  actions are threatened  against VTI  and no  basis
 exists therefor.   There  are no  unfair labor  practice claims  or  charges
 pending or, to the knowledge of VTI or the Sellers, threatened against VTI.

      3.20 Employee Benefit Plans;  ERISA.   Section 3.20  of the  Disclosure
 Schedule identifies  each  employee  pension,  retirement,  profit  sharing,
 bonus, incentive, deferred  compensation, hospitalization, medical,  dental,
 vacation, insurance, sick  pay, disability, severance  or other plan,  fund,
 program,  policy,  contract  or  arrangement  providing  employee   benefits
 maintained, promised or contributed to by  VTI, whether created in  writing,
 through an employee manual or similar document or orally (the "Plans").  VTI
 has no formal plan or commitment, whether legally binding or not, to  create
 any additional Plan or modify or change any existing Plan that would  affect
 any employee  or  terminate  any employee  of  VTI.   Section  3.20  of  the
 Disclosure Schedule sets forth all liabilities, obligations and  commitments
 of VTI, whether  legally binding or  not, to make  any contributions to  any
 Plan or payments to any employee or any other Person with respect to any  of
 the plans as of the date hereof.  Except as set forth in Section 3.20 of the
 Disclosure Schedule:  (a)  all such Plans that  are subject to the  Employee
 Retirement Income  Security  Act of  1974,  as amended,  and  any  successor
 statute  of  similar  import,  together  with  the  regulations   thereunder
 ("ERISA") comply in all material respects with ERISA; (b) all  contributions
 to or payments  under such  Plans that were  due and  payable by  VTI on  or
 before the date hereof have been made; and (c) none of the Plans subject  to
 Title IV of  ERISA has been  terminated, no proceeding  to terminate any  of
 such Plans has been  instituted, and there has  been no complete or  partial
 withdrawal, cessation  of facility  operations or  occurrence of  any  other
 event that would result in the imposition of liability on VTI under Title IV
 of ERISA.

      3.21 Minute and Record Books.  The minute book of VTI made available to
 the Purchaser for inspection accurately records therein all material actions
 taken by VTI's board of directors  and shareholders.  The books of  account,
 minute books, stock record books and  other records of VTI are complete  and
 correct and have been maintained in accordance with sound business practices
 and applicable laws.

      3.22 Taxes.

           (a)  (i) All federal and  state income tax  returns and all  other
 tax returns required to be filed by VTI on or prior to the date hereof,  the
 penalty for failure to  file which may have  a material adverse impact  upon
 the VTI Assets or VTI's business, have been filed or provision has been made
 therefore;  (ii)  all  federal,  state  and  local  taxes  and   assessments
 including, without limitation, estimated tax payments, excise, unemployment,
 social security, occupation, franchise, property,  sales and use taxes,  and
 all penalties  or interest  in respect  thereof now  or heretofore  due  and
 payable by or with respect to VTI have been paid or are properly accrued and
 reflected as liabilities  in the  Financial Statements;  (iii) all  federal,
 state  and  local  withholdings   of  VTI  including,  without   limitation,
 withholding taxes,  social  security,  and  any  similar  taxes,  have  been
 withheld and paid over as  required by law; and  (iv) no extension with  any
 taxing authority concerning any tax liability  of or with respect to VTI  is
 currently outstanding.

           (b)  VTI's federal income tax returns have  never and are not  now
 the subject of  any audit, investigation,  or other action  of the  Internal
 Revenue Service.

           (c)  There are  no  tax liens,  whether  imposed by  any  federal,
 state, local or  foreign taxing authority,  outstanding against  any of  the
 assets, properties or business of VTI.

           (d)  There are no facts or  circumstances associated with VTI  and
 affecting the transactions contemplated by  this Agreement that will  cause,
 or with  the  passage of  time  will result  in,  any material  adverse  tax
 consequences to VTI.


                                   ARTICLE IV
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

      Purchaser represents and warrants as follows:

      4.1  Organization and  Authority.    Purchaser is  a  corporation  duly
 organized, validly existing and in good standing under the laws of the State
 of Delaware and has all requisite  corporate power and authority to  execute
 and deliver this Agreement and to carry out the transactions and perform the
 obligations contemplated  hereby.    The  execution  and  delivery  of  this
 Agreement and the consummation of the transactions contemplated hereby  have
 been duly and validly  authorized by all necessary  corporate action on  the
 part of Purchaser.   This Agreement has been  duly and validly executed  and
 delivered by an  authorized officer of  Purchaser and  constitutes a  legal,
 valid and binding obligation of Purchaser, enforceable against Purchaser  in
 accordance with its terms.

      4.2  Consents and Approvals;  No Violation.   There  is no  requirement
 applicable to Purchaser to  make any filing with,  or to obtain any  permit,
 authorization, consent  or  approval of,  any  governmental authority  as  a
 condition to the  lawful consummation  of the  transactions contemplated  by
 this Agreement.  The execution, delivery  and performance of this  Agreement
 by Purchaser and compliance with the provisions hereof will not (a) conflict
 with any  provision  of  the  certificate  of  incorporation  or  bylaws  of
 Purchaser, (b)  violate  any  material  law,  statute,  ordinance,  rule  or
 regulation applicable to Purchaser or (c)  result in a breach of or  default
 under any material contract or other  agreement of Purchaser, the effect  of
 which would  be to  materially impair  Purchaser's  ability to  perform  its
 obligations under this Agreement.

      4.3  Litigation.   There are  no lawsuits,  actions, claims  or  legal,
 administrative or arbitration proceedings  or investigations pending or,  to
 the knowledge of Purchaser, threatened by or against or affecting Purchaser,
 any of its properties, assets, operations or business that could  reasonably
 be  expected  to  materially  impair  Purchaser's  ability  to  perform  its
 obligations under this Agreement; nor, to the best of Purchaser's knowledge,
 does  there  exist  any  basis  for  any  such  lawsuit,  action,  claim  or
 proceeding.

      4.4  Investment.  The Shares acquired by the Purchaser pursuant to this
 Agreement are being acquired for investment only and not with a view to  any
 public distribution thereof,  and the Purchaser  will not offer  to sell  or
 otherwise dispose  of the  Shares so  acquired  by it  in violation  of  the
 Securities Act of 1933.

                                   ARTICLE V
                         COVENANTS OF SELLERS AND VTI

      5.1  Access.  Subject to paragraph 1  of that certain Letter of  Intent
 (the "LOI")  dated September  1, 2004  between VTI  and the  Purchaser,  the
 Sellers and VTI  shall cause  VTI from  the date  of this  Agreement to  and
 including the  Closing  Date,  to give  Purchaser  and  its  representatives
 reasonable access during normal  business hours to all  of VTI's assets  and
 properties and all  of VTI's  books and records,  and VTI  shall furnish  to
 Purchaser all  such contracts,  documents and  information with  respect  to
 VTI's assets, properties  and business as  Purchaser may from  time to  time
 reasonably  request.  Purchaser  shall  have  the  right  to  conduct   such
 accounting, financial, and other  audits, tests and  analyses, at its  cost,
 that it deems appropriate  on or to any  such assets, properties, books  and
 records.

      5.2  Business.  Until the Closing, the Sellers and VTI shall cause  VTI
 to:

      (a)  carry on its  business in,  and only  in, the  usual, regular  and
 ordinary course in substantially the same manner as heretofore conducted and
 use best efforts to preserve intact its present business organization,  keep
 available the services of its present  officers and employees, and  preserve
 its relationships  with  customers,  suppliers and  others  having  business
 dealings with it, and promptly inform and consult with Purchaser  concerning
 all material operations of VTI or  proposed operations which may affect  the
 value of VTI;  provided, however,  VTI may  make cash  distributions to  its
 shareholders prior to the Closing with the understanding of the parties that
 there will be sufficient cash in  VTI at the Closing to satisfy  outstanding
 checks and accrued payroll and benefits;

           (b)  refrain  from  amending  its  articles  of  incorporation  or
 bylaws;

           (c)  maintain its assets and properties in customary repair, order
 and condition, reasonable wear and use excepted, and maintain insurance upon
 its assets,  property, officers  and directors   and  its business  in  such
 amounts and of such kinds comparable to that  in effect on the date of  this
 Agreement;

           (d)  maintain its books, accounts and records in manner consistent
 with VTI's prior practices;

           (e)  promptly disclose to Purchaser any information referenced  in
 Article III of this Agreement which because of an event occurring after  the
 date hereof, is incomplete or is no longer correct as of all times after the
 date hereof until the Closing Date;

           (f)  refrain from acquiring by  merging or consolidating with,  or
 agreeing to  merge or  consolidate with,  or purchasing  the assets  of,  or
 otherwise acquiring any  business of any  corporation, partnership,  limited
 liability company, association  or other business  organization or  division
 thereof;

           (g)  refrain from  soliciting, encouraging  (including by  way  of
 furnishing information) or  otherwise entertain any  inquiries or  proposals
 for (or which may reasonably be expected to lead to) the acquisition of  any
 of the capital stock, assets (other  than assets in the ordinary course)  or
 business of VTI,  whether directly,  indirectly, or  through any  investment
 banker, attorney, accountant or other representative retained by the Sellers
 or VTI;
           (h)  promptly advise Purchaser orally and confirm in writing  upon
 learning of  any  change  in  the  condition  (financial  or  otherwise)  of
 properties, assets, liabilities, operations, businesses or prospects of VTI;

           (i)  promptly advise Purchaser orally  and confirm in writing  any
 inquiry or proposal for the acquisition of the stock, assets and  properties
 (other than in the ordinary course of business) or businesses of VTI;

           (j)  use their best efforts to cause all of the conditions to  the
 obligations of Purchaser and the Sellers and VTI under this Agreement to  be
 satisfied on or prior to the Closing Date.

      5.3  Cooperation.   The  Sellers and  VTI  will:   (a)  cooperate  with
 Purchaser in  disclosing  to  Purchaser at  VTI's  place  of  business,  all
 Documentation,  Software,   Trade  Secrets,   records,  other   intellectual
 property, technical data,  new product or  service development and  research
 data and other information used in  the business of VTI; (b) cooperate  with
 Purchaser in connection therewith after the  Closing Date in such manner  as
 may reasonably  be  required by  Purchaser,  including but  not  limited  to
 customer introductions and customer retention efforts; and (c) not before or
 any time after Closing disclose the same to any other person or firm without
 the prior written consent of Purchaser.

      5.4  No Violation.  Neither  the Sellers nor  VTI knowingly shall  take
 any action  that  would constitute  a  misrepresentation or  breach  of  any
 warranty contained in Article III.

      5.5   Notification.   The Sellers and  VTI shall  use their  respective
 best efforts to promptly notify Purchaser of any alleged  misrepresentations
 or breaches of warranty or covenant  under this Agreement by Purchaser.  The
 Sellers and VTI shall cooperate in good faith to allow Purchaser to cure any
 such alleged misrepresentations or breaches; provided, that nothing in  this
 Section 5.5 shall require the Sellers and/or VTI to expend any sum of  money
 or incur any obligation to cure any misrepresentation or breach of  warranty
 or covenant by Purchaser.

      5.6  Transfer Taxes.  The Sellers shall pay when due all stock transfer
 or similar taxes, if any, which are  required to be paid in connection  with
 the transfer  of the  Shares, and  the  Sellers will  comply with  all  laws
 imposing such taxes in respect of the Shares.

      5.7  Confidential Information.  Prior to  the Closing, the Sellers  and
 VTI shall  keep all  information regarding  Purchaser and  the  transactions
 contemplated in this  Agreement (the  "Purchaser Confidential  Information")
 confidential and limit access to  the Purchaser Confidential Information  to
 the Sellers and VTI and their agents and other representatives as  necessary
 to carry out the transactions contemplated  by this Agreement.  The  Sellers
 and VTI agree that until the Closing, all Purchaser Confidential Information
 obtained from  Purchaser or  any representative  thereof, shall  be held  in
 strict confidence and shall  be used for the  exclusive purpose of  carrying
 out the  transactions  contemplated by  this  Agreement. In  the  event  the
 transactions  contemplated  by  this  Agreement  are  not  consummated,  all
 Purchaser Confidential  Information  received by  the  Sellers or  VTI  from
 Purchaser and its representatives shall be promptly returned, together  with
 any copies thereof, to Purchaser.  The Sellers and VTI shall not disclose in
 any press release  or public  filing or to  any third  person the  financial
 terms of  the transactions  contemplated by  this Agreement,  nor shall  the
 Sellers or VTI, in the event the transactions contemplated by this Agreement
 are not consummated, use any of  the Purchaser Confidential Information  for
 any competitive purpose.

      5.8  Absence of Indebtedness.  Prior to  the Closing VTI shall  satisfy
 all of its  indebtedness for money  borrowed (excluding  trade payables  and
 other current liabilities incurred  in the ordinary  course of business)  so
 that at the Closing VTI shall not be obligated for any such indebtedness for
 money borrowed.

                                   ARTICLE VI
                             COVENANTS OF PURCHASER

           6.1  No Violation.  Purchaser shall not knowingly take any  action
 which would constitute a misrepresentation  or breach of warranty  contained
 in Article IV had  such action been taken  on or prior to  the date of  this
 Agreement.

           6.2  Notification.  Following  the Closing  Date, Purchaser  shall
 use its best efforts to promptly notify  the Sellers and VTI of any  alleged
 misrepresentations or breaches of warranty or covenant under this  Agreement
 by the Sellers and VTI.   Purchaser shall cooperate  in good faith to  allow
 the Sellers and VTI to cure any such alleged misrepresentations or breaches;
 provided, that nothing in this Section 6.2 shall require Purchaser to expend
 any sum of money  or incur any obligation  to cure any misrepresentation  or
 breach of warranty or covenant by the Sellers and VTI.

           6.3  Confidential  Information.   Prior  to   the  Closing   Date,
 Purchaser shall  keep all  information regarding  VTI and  the  transactions
 contemplated  in  this  Agreement   (the  "VTI  Confidential   Information")
 confidential and  limit  access  to  the  VTI  Confidential  Information  to
 Purchaser's agents and other representatives as  necessary to carry out  the
 transactions contemplated by  this Agreement.   Purchaser agrees that  until
 the Closing,  the VTI  Confidential Information  obtained  from VTI  or  the
 Sellers or any representative  thereof, shall be  held in strict  confidence
 and shall be used for the exclusive purpose of carrying out the transactions
 contemplated by this Agreement. In  the event the transactions  contemplated
 by this  Agreement are  not consummated,  all VTI  Confidential  Information
 received by  Purchaser from  VTI or  the Sellers  and their  representatives
 shall be promptly returned, together with any copies thereof, to VTI or  the
 Sellers.  Purchaser shall not disclose in any press release or public filing
 or to any third person the financial terms of the transactions  contemplated
 by this Agreement unless such disclosures are required by applicable law  or
 the rules of the Nasdaq National Market System, in which case the  Purchaser
 shall permit the  other parties an  opportunity to review  and comment  upon
 such release  or  announcement,  nor  shall  Purchaser,  in  the  event  the
 transactions contemplated by this Agreement are not consummated, use any  of
 the VTI Confidential Information for any competitive purpose.


                                   ARTICLE VII
                                 MUTUAL COVENANTS

      7.1  Further Assurances.  Subject to the  terms and conditions of  this
 Agreement, each of  the parties hereto  will use all  reasonable efforts  to
 take, or cause to be taken, all actions, and to do, or cause to be done, all
 things necessary, proper or advisable under applicable laws and  regulations
 to consummate the transactions contemplated hereby.

      7.2  No Brokers; Expenses.   The Sellers  and the  Purchaser will  bear
 their respective brokers  or finders fees  incurred in  connection with  the
 transactions provided for in this Agreement  and other expenses incurred  in
 connection with the preparation, execution and performance of this Agreement
 and the  transactions contemplated  hereby,  including expenses  of  agents,
 counsel and accountants, and the Sellers and VTI will cause VTI not to incur
 any out-of-pocket expenses in connection with  this Agreement which will  be
 due and payable after the Effective Date.


                                   ARTICLE VIII
                              CONDITIONS PRECEDENT TO
                           SELLER'S AND VTI'S OBLIGATIONS

      All obligations of the Sellers and VTI under this Agreement are subject
 to the fulfillment, on or before the Closing date, of each of the  following
 conditions:

      8.1  Representations  and   Warranties.     The   representations   and
 warranties of  Purchaser  contained  in  this  Agreement  or  in  any  other
 agreement, certificate  or  document delivered  to  the Sellers  and/or  VTI
 pursuant hereto shall  be true both  on the Closing  Date and the  effective
 date of such  Closing as if  made on  and as of  the Closing  Date and  such
 effective date.

      8.2  Performance of Agreements.   Purchaser shall  have duly  performed
 and complied with all agreements and  conditions required by this  Agreement
 to be  performed or  complied with  by it  at or  before the  Closing  Date,
 including, without limitation, the execution and delivery to the Sellers and
 VTI of each of the documents described in Section 2.4(b).

      8.3  Purchaser Authorization.   Purchaser shall have  delivered to  the
 Sellers and VTI a certificate by  Purchaser's corporate secretary in a  form
 satisfactory  to  the  Sellers  and  VTI  to  the  effect  that  Purchaser's
 execution, delivery and performance of  this Agreement and the  consummation
 of the transactions contemplated by this Agreement have been duly authorized
 by Purchaser's board of directors.


                                   ARTICLE IX
                             CONDITIONS PRECEDENT TO
                             PURCHASER'S OBLIGATIONS

      All obligations of Purchaser  under this Agreement  are subject to  the
 fulfillment, on or before the Closing Date, except as otherwise provided, of
 each of the following conditions:

      9.1  Representations  and   Warranties.     The   representations   and
 warranties of the Sellers and VTI contained in this Agreement (including the
 Exhibits hereto),  or  in  any  other  agreement,  certificate  or  document
 delivered to Purchaser pursuant  hereto, shall be true  both on the  Closing
 Date and the effective date of  such Closing as if made  again on and as  of
 the Closing Date and such effective date.

      9.2  Performance of Agreements.   The Sellers and  VTI shall have  duly
 performed and complied with,  or caused to be  performed and complied  with,
 all agreements and conditions required by this Agreement to be performed  or
 complied with  by the  Sellers and/or  VTI on  or before  the Closing  Date,
 including, without limitation,  the execution and  delivery to Purchaser  of
 each of the documents described in Section 2.4(a).

      9.3  Consents and Approvals.  The Sellers and VTI shall have  delivered
 to Purchaser  all consents,  approvals, release  of preferential  rights  to
 purchase shares of VTI's stock, any required consents or approvals by  third
 parties or governmental  authorities, and all  other necessary consents  and
 waivers  required  to  consummate  the  transactions  contemplated  by  this
 Agreement.

      9.4  No Changes.   There  shall have  been no  material adverse  change
 since the date  hereof in the  financial condition,  results of  operations,
 business, prospects, assets or properties of VTI.

      9.5  Audits.  Purchaser shall have completed, to its satisfaction,  all
 legal, operational, and financial investigations, audits, due diligence, and
 other reviews of VTI and any and all assets and properties of VTI.

      9.6  VTI Authorization.  The  Sellers and VTI  shall have delivered  to
 Purchaser a  certificate  of  the  corporate secretary  of  VTI  in  a  form
 satisfactory to Purchaser  to the effect  that the  execution, delivery  and
 performance of this Agreement  by VTI and  consummation of the  transactions
 contemplated by this  Agreement have been  duly authorized by  the board  of
 directors of VTI.


                                    ARTICLE X
                            MISCELLANEOUS PROVISIONS

      10.1 Expenses.  Whether or not the transactions contemplated hereby are
 consummated, the Sellers,  VTI and  Purchaser each  will pay  all costs  and
 expenses incurred by  them in connection  with the negotiation,  preparation
 and execution  of  this  Agreement  and  the  closing  of  the  transactions
 contemplated hereby.

      10.2 Survival of Representations; Indemnification.

      (a)  Survival.  Other than the warranties and representations set forth
      in Section 3.22  hereof with respect  to taxes, which  shall remain  in
      effect for the  applicable statute of  limitations, and the  warranties
      and representations set forth herein in Sections 3.3, 3.5, 3.6, 3.11(a)
      and 4.1 pertaining to title and authority, which shall remain in effect
      indefinitely, all  other  representations,  warranties,  covenants  and
      agreements made by  the parties to  this Agreement  or pursuant  hereto
      shall survive  for  a period  of  eighteen (18)  months  following  the
      Closing Date;  provided, however,  all claims  made by  virtue of  such
      representations, warranties  and agreements  shall be  made under,  and
      subject to,  the  limitations set  forth  in  this Section  10.2.    To
      preserve any claim for breach of  any such representation, warranty  or
      agreement, the party claiming a breach shall be obligated to notify the
      party claimed to be  in breach in writing  of any such breach,  stating
      the facts regarding  such breach,  before termination  of the  survival
      period; otherwise  such  party's  claim for  breach  shall  be  forever
      barred.

      (b)  The Sellers' Agreement to Indemnify.

      (i)  Indemnification.   Subject  to the  limitations,  conditions,  and
      provisions  set  forth herein,  the  Sellers each  agree,  jointly  and
      severally, to  indemnify, defend and hold  harmless Purchaser from  and
      against  all out  of  pocket funds  expended  to satisfy  all  demands,
      claims,  actions,  losses, damages,  liabilities,  costs  and  expenses
      asserted against  or incurred by Purchaser  resulting from a breach  of
      any covenant, agreement,  representation or warranty of VTI and/or  the
      Sellers   contained  in   this  Agreement   (collectively,   "Purchaser
      Damages"). Purchaser  Damages shall be  calculated after giving  effect
      to  any  insurance  recoveries  or  tax  benefits  to  be  realized  by
      Purchaser  for the  transaction  which gives  rise to  the  Purchaser's
      claim  for  indemnity; provided,  further,  the  liability  of  Sellers
      hereunder shall be several  only, and not joint and several, as to  any
      Seller with respect to  whose shares of VTI stock there is claimed  any
      lien,  encumbrance,  claim, restriction  or  lack  of  authority  which
      results in  the breach of a representation  or warranty by the  Sellers
      under this Agreement,

      (ii) Conditions of Indemnification.  The obligations and liabilities of
           the Sellers under this Section 10.2(b) with respect to claims  for
           Purchaser Damages  resulting from  the assertion  of liability  by
           third  parties  ("Purchaser  Claims")  shall  be  subject  to  the
           following terms and conditions:

                (A)  Within 20 days after receiving notice thereof, Purchaser
                     will  give  the  Seller  Representative  notice  of  any
                     Purchaser  Claims  asserted   against  or  incurred   by
                     Purchaser.  The Seller Representative may undertake  the
                     defense  thereof  by  counsel   of  his  own   choosing.
                     Purchaser  may,   by   counsel,  participate   in   such
                     proceedings, negotiations or defense at its own expense,
                     but the Seller Representative shall retain control  over
                     such litigation.  In all such cases, Purchaser will give
                     reasonable assistance to the Seller Representative.

                (B)  In the event that,  within 20 days  after notice of  any
                     such Purchaser Claim, the Seller Representative fails to
                     notify Purchaser of his  intention to defend,  Purchaser
                     will have the right to undertake the defense, compromise
                     or to participate in  such proceedings, negotiations  or
                     defense at any time at its own expense.  Purchaser shall
                     not settle any such Purchaser Claim without the  consent
                     of the Seller Representative, which consent shall not be
                     unreasonably withheld.

      (c)  Purchaser's Agreement to Indemnify.

           (i)  Indemnification.  The Purchaser  agrees to indemnify,  defend
                and hold  harmless  Sellers  from and  against  all  demands,
                claims, actions,  losses,  damages,  liabilities,  costs  and
                expenses asserted against  or incurred  by Sellers  resulting
                from the failure  of VTI  to pay  any amount  or perform  any
                obligation under  any of  the Contracts  to the  extent  such
                payment or obligation accrues after the Closing Date,  and/or
                any of the liabilities as reflected  on the Balance Sheet  or
                resulting  from  a   breach  of   any  covenant,   agreement,
                representation or  warranty of  Purchaser contained  in  this
                Agreement (collectively, "Sellers Damages").

           (ii) Conditions  of   Indemnification.     The   obligations   and
                liabilities of the Purchaser under this Section 10.2(c)  with
                respect to  claims for  Sellers  Damages resulting  from  the
                assertion  of  liability  by  third  parties  ("the   Sellers
                Claims")  shall  be  subject  to  the  following  terms   and
                conditions:

                (A)  Within 20  days  after  receiving  notice  thereof,  the
                     Sellers will  give  the  Purchaser  notice  of  any  the
                     Sellers Claims  asserted  against  or  incurred  by  the
                     Sellers.    The  Purchaser  may  undertake  the  defense
                     thereof by counsel  of its  own choosing.   The  Sellers
                     may,  by  counsel,  participate  in  such   proceedings,
                     negotiations or defense  at their own  expense, but  the
                     Purchaser shall retain control over such litigation.  In
                     all  such  cases,  the  Sellers  will  give   reasonable
                     assistance to the Purchaser.

                (B)  In the event that,  within 20 days  after notice of  any
                     such Sellers Claim,  the Purchaser fails  to notify  the
                     Sellers of  its intention  to defend,  the Sellers  will
                     have the right to  undertake the defense, compromise  or
                     to participate  in  such  proceedings,  negotiations  or
                     defense at any time at their  own expense.  The  Sellers
                     shall not  settle any  such  Sellers Claim  without  the
                     consent of  the Purchaser,  which consent  shall not  be
                     unreasonably withheld.

      (d)  Limitations.    The  Sellers'   and  the  Purchaser's   respective
           indemnification obligations under  this Agreement by  reason of  a
           breach of  a representation  or warranty  shall not  apply to  any
           Purchaser Damages or Sellers' Damages, respectively, which, in the
           aggregate,  are  less  than  $350,000;  provided,  however,   that
           Sellers' and  Purchaser's respective  indemnification  obligations
           shall  apply  to   all  Purchaser  Damages   or  Seller   Damages,
           respectively, including all  such damages which  did not meet  the
           foregoing threshold, if and when the aggregate of all such damages
           exceed $350,000, and  provided further that  Sellers shall not  be
           liable for any Purchaser Damages to  the extent that they  exceed,
           in the  aggregate,  the  sum of  $3,500,000.  In  the  absence  of
           intentional  fraud,   the  Indemnification   provisions  of   this
           Article X shall be the sole and exclusive remedy and procedure for
           the assertion by  either party  of any  claim or  cause of  action
           arising out  of  or in  connection  with this  Agreement  and  the
           transaction contemplated hereby.

      10.3 Further Assurances.   From time to  time after  the Closing  Date,
 without further  consideration, the  parties will  execute and  deliver,  or
 cause to be executed and delivered, such documents to the other as the other
 may reasonably request.

      10.4 Amendment and  Modification.    This  Agreement  may  be  amended,
 modified or supplemented only by the  written agreement of the parties  with
 respect to any of the terms, conditions or provisions contained herein.

      10.5 Waiver of Compliance; Consents.   Except as otherwise provided  in
 this Agreement,  any  failure of  any  of the  parties  to comply  with  any
 obligation,  representation,  warranty,  covenant,  agreement  or  condition
 herein may be waived by the party entitled to the benefits thereof only by a
 written instrument signed by the party granting such waiver, but such waiver
 or  failure  to  insist  upon   strict  compliance  with  such   obligation,
 representation, warranty, covenant, agreement or condition shall not operate
 as a  waiver  of, or  estoppel  with respect  to,  any subsequent  or  other
 failure.   Whenever this  Agreement requires  or permits  consent by  or  on
 behalf of any  party hereto, such  consent shall be  given in  writing in  a
 manner consistent with the  requirements for a waiver  of compliance as  set
 forth in this Section.

      10.6 Notices.  All notices and other communications hereunder shall  be
 in writing  and shall  be deemed  given when  delivered by  hand  (including
 overnight mail service)  or by facsimile  transmission or  three days  after
 deposit in the U.S. mail if  mailed by registered or certified mail  (return
 receipt requested),  postage  prepaid,  to  the  parties  at  the  following
 addresses (or at such  other address for  a party as  shall be specified  by
 like notice, provided that notices of a change of address shall be effective
 only upon receipt thereof);

      If to the Sellers and/or VTI: Scott Almquist, Seller Representative
                                    1 Spectrum Pointe Drive, Suite 325
                                    Lake Forest, California  92630
                                    Fax:  (949) 598-8755

      If to Purchaser:              Jack Henry & Associates, Inc.
                                    663 Highway 60
                                    Monett, Missouri  65708
                                    Attention: Tony Wormington
                                    Fax: (417) 235-1765

      10.7 Assignment.  This Agreement and all of the provisions hereof shall
 be binding upon and  inure to the  benefit of the  parties hereto and  their
 respective successors and permitted assigns, and  shall not confer upon  any
 other person except  the parties hereto  any rights  or remedies  hereunder.
 Neither this  Agreement nor  any of  the  rights, interests  or  obligations
 hereunder may be assigned by either party; provided, however, that Purchaser
 may assign its rights and interests  hereunder to a wholly owned  subsidiary
 of Purchaser upon the receipt of the prior written consent of the Sellers.

      10.8 Governing Law;  Jurisdiction  The  execution,  interpretation  and
 performance of this  Agreement shall be  governed by the  internal laws  and
 judicial decisions of the  State of Missouri.   In any action or  proceeding
 arising directly or  indirectly from  this Agreement,  the prevailing  party
 shall be entitled to recover its attorney's fees, in addition to other costs
 of suit.

      10.9 Counterparts.   This Agreement  may be  executed  in one  or  more
 counterparts, each of which  shall be deemed an  original, but all of  which
 together shall constitute one and the same instrument.

      10.10     Interpretation.  The article  and section headings  contained
 in this Agreement are solely for the  purpose of reference, are not part  of
 the agreement of the parties and shall not in any way affect the meaning  or
 interpretation of  this  Agreement.   As  used herein,  the  singular  shall
 include the plural and the  plural the singular, and  the use of any  gender
 shall be applicable to all genders.

      10.11     Entire Agreement.   This  Agreement, including  the  Exhibits
 hereto and the documents delivered pursuant to this Agreement and  paragraph
 1 of the LOI, embody the  entire agreement and understanding of the  parties
 hereto in respect of the subject matter hereof.  The Exhibits hereto are  an
 integral part of this  Agreement and are  incorporated by reference  herein.
 This Agreement supersedes  all prior agreements  and understandings  between
 the parties with respect to the transactions contemplated hereby.

      10.12     Severability.  If  any provision  of this  Agreement is  held
 invalid or unenforceable for any reason, such invalidity or unenforceability
 will not affect the validity of the remaining provisions hereof, which shall
 continue in full force and effect.

      10.13     Tax Matters.   The Seller  Representative shall  cause to  be
 prepared at VTI's  expense all  income tax returns  of VTI  for all  taxable
 periods of VTI ending on or prior to the Closing Date on a basis  consistent
 with the  returns  filed  for  the year  ended  December 31,  2003  and  the
 transactions contemplated by this Agreement,  and the Purchaser shall  cause
 VTI to execute, verify and timely and duly file such tax returns in the form
 so prepared.  The  Purchaser and the  Seller Representative shall  cooperate
 with each other in the conduct  of any audit or other proceedings  involving
 liability for taxes of VTI for periods beginning before the Closing Date and
 each  may  participate  at  its  own  expense,  provided  that  the   Seller
 Representative shall have the right to control the conduct of any such audit
 or proceeding for which the Seller Representative agrees that any  resulting
 tax is covered  by the indemnity  provisions of this  Agreement.  After  the
 Closing Date, the Purchaser, VTI and the Seller shall make available to  the
 other, as reasonably  requested, all information,  records or documents  (to
 the extent  in their  possession or  control  in the  case of  the  Sellers)
 relating to tax liabilities  or potential tax liabilities  of VTI and  shall
 preserve all such information, records and documents until the expiration of
 any applicable statute of limitations, including extensions thereof, or such
 other period as required by law.   Any indemnification payments made to  the
 Seller or VTI or the Purchaser  pursuant to this Article X shall  constitute
 an adjustment of the Purchase Price for tax purposes and shall be treated as
 such by the  Purchaser, VTI  and the  Sellers on  their tax  returns to  the
 extent permitted by law.

      10.14     Appointment of Seller Representative.

      (a)  Powers of  Attorney.    Each Seller  irrevocably  constitutes  and
           appoints Scott  Almquist  (the "Seller  Representative")  as  such
           Seller's true  and lawful  agent, proxy  and attorney-in-fact  and
           agent and authorizes the Representative acting for such Seller and
           in such Seller's name, place and stead, in any and all  capacities
           to do and perform every act and thing required or permitted to  be
           done  in  connection   with  the   below  described   transactions
           contemplated by  this  Agreement,  as fully  to  all  intents  and
           purposes as such Person  might or could  do in person,  including,
           without limitation:

           (i)  Determine   the   presence   (or  absence)   of   claims  for
                indemnification against  the  Purchaser  pursuant  to Section
                10.2(c) above;

           (ii) Deliver all notices required to  be delivered by such  Seller
                under this  Agreement,  including,  without  limitation,  any
                notice of a claim for  which indemnification is sought  under
                Section 10.2 above;

           (iii)  Receive  all  notices  required  to  be  delivered to  such
                Seller under this  Agreement, including, without  limitation,
                any notice of  a claim  for which  indemnification is  sought
                under Section 10.2 above;

           (iv) Take any and all action on behalf of such Seller from time to
                time as the Representative may deem necessary or desirable to
                defend, pursue,  resolve,  and/or settle  claims  under  this
                Agreement,  including,  without  limitation,  indemnification
                under Section 10.2  above and  the determination  of  amounts
                under Section 2.2 above;

           (v)  Take the  actions  contemplated to  be  taken by  the  Seller
                Representative pursuant to Section 10.13 above;

           (vi) Exercise the right  to terminate this  Agreement pursuant  to
                Section 2.3 of this Agreement or otherwise; and

           (vii) Enter into post-closing amendments to this Agreement.

      (b)  Replacement  of  the  Seller  Representative.    Upon  the  death,
           disability, or  incapacity of  the initial  Seller  Representative
           appointed  pursuant  to  Section  10.14  (a)  above,  each  Seller
           acknowledges  and  agrees  that  such  Representative's  executor,
           guardian, or legal representative, as the  case may be, shall  (in
           consultation  with  Sellers)  appoint  a  replacement   reasonably
           believed by such person as capable of carrying out the duties  and
           performing the obligations of the Seller Representative  hereunder
           within  thirty  (30)  days.    In   the  event  that  the   Seller
           Representative resigns for  any reason,  the Representative  shall
           (in consultation with  Sellers) select  another representative  to
           fill such vacancy.  Any substituted representative shall be deemed
           the Seller Representative for all  purposes of this Agreement  and
           the other Transaction Documents.

      (c)  Actions of the Representative.  Each Seller agrees that  Purchaser
           shall be entitled to  rely on any of  the above described  actions
           taken by the Seller Representative, on behalf of Sellers, pursuant
           to Section 10.14(a) above (each, an "Authorized Action"), and that
           each Authorized Action shall be binding on each Seller as fully as
           if such Seller had taken such Authorized Action.  Sellers  jointly
           and severally agree to pay, and to indemnify and hold harmless the
           Purchaser from  and  against any  losses  which they  may  suffer,
           sustain, or become subject to, as  the result of any claim by  any
           Person that an Authorized Action is not binding on, or enforceable
           against Sellers.

      IN WITNESS  WHEREOF,  the parties  have  caused this  Agreement  to  be
 executed as of the date first above written.


                               VTI
                               ---
                               VERINEX TECHNOLOGIES, INC.



                               By:
                                   ---------------------------------------
                                   Scott Almquist, President


                               SELLERS
                               -------
                               ALMQUIST FAMILY TRUST


                               By:
                                   ---------------------------------------
                                   Scott Almquist, Trustee


                                   ---------------------------------------
                                   William S. Watson


                                   ---------------------------------------
                                   Traci Jo Watson


                                   ---------------------------------------
                                   Aaron Watson


                                   ---------------------------------------
                                   Vanessa Watson


                                   ---------------------------------------
                                   Sean Walwick


                                   ---------------------------------------
                                   Cynthia Walwick


                               PURCHASER
                               ---------
                               JACK HENRY & ASSOCIATES, INC.



                               By:
                                   ---------------------------------------
                                   John F. Prim, Chief Executive Officer