This Stock Purchase Agreement ("Agreement"), dated as of October 29, 2009, is among PEMCO Corporation, a Washington corporation ("Seller"), and Jack Henry & Associates, Inc., a Delaware corporation ("Buyer"). Certain terms used in this Agreement are defined in Article 10.

     A.     Seller owns all of the issued and outstanding shares of stock of PEMCO Technology Services, Inc., a Washington corporation (the "Company").

     B.     Buyer desires to purchase all of the issued and outstanding shares of the Company from Seller, and Seller desires to sell all such shares to Buyer, all subject to the terms and conditions set forth in this Agreement.

     Accordingly, and intending legally to be bound, the parties agree as follows:

      (b)     Also at Closing, Buyer shall deliver to the account or accounts designated by Seller an amount equal to the Initial Purchase Price minus the Escrow Amount.

      (c)     Buyer shall pay the Final Adjustment to Seller, or Seller shall pay the Final Adjustment to Buyer, in accordance with Section 1.04(e).

      (d)     All payments under this Agreement shall be in immediately available funds by wire transfer to the account or accounts designated by the party receiving such payment, without offset or reduction of any kind.

      (b)     The "Target Working Capital" is $3,402,253. A statement of the Target Working Capital and certain principles for the calculation and the method of computation thereof are set forth in Exhibit B hereto (the "Template Working Capital Statement"). The term "Closing Working Capital" means an amount equal to (i) the current assets of the Company which are described in the accounts listed on the Template Working Capital Statement, as of Closing, minus (ii) the current liabilities of the Company which are described in the accounts listed on the Template Working Capital Statement, as of Closing.

      (c)     Prior to the anticipated Closing Date, Seller shall cause to be prepared and delivered to Buyer a written statement setting forth (i) an estimate of the Closing Working Capital (the "Projected Working Capital") and the calculation thereof and (ii) the Estimated Adjustment, each prepared in a manner consistent with the Template Working Capital Statement.

      (d)     Within twenty (20) Business Days after the Closing Date (or such later date on which the statements described below reasonably can be prepared and delivered in light of Buyer's compliance with its obligations herein), Seller shall cause to be prepared and delivered to Buyer (i) an unaudited balance sheet of the Company as of the Closing Date (the "Closing Balance Sheet"), (ii) a statement of the Closing Working Capital (the "Adjustment Statement") and (iii) a statement of the difference between the Closing Working Capital and the Projected Working Capital (the "Proposed Adjustment"), all prepared in a manner consistent with the Template Working Capital Statement. Buyer shall provide Seller and its accountants access at all reasonable times to the relevant personnel, properties, books and records of the Company for such purposes and, at their request, shall assist Seller and its accountants in preparing the Closing Balance Sheet and the Adjustment Statement. Buyer's assistance shall include cooperating with Seller in (x) the closing of the Company's books as of the Closing Date, (y) the preparation of schedules supporting the amounts set forth in the Company's general ledger and other books and records, and (z) such other assistance as Seller or its accountants may reasonably request.

      (e)     During the sixty (60) days after delivery of the Closing Balance Sheet, Adjustment Statement and Proposed Adjustment, Buyer and its accountants will be permitted, at Buyer's expense, to review the working papers of Seller and its accountants relating to the preparation of the Closing Balance Sheet, Adjustment Statement and Proposed Adjustment. If Buyer in good faith disputes the Closing Balance Sheet, Adjustment Statement and Proposed Adjustment and, within such sixty (60) days, Buyer delivers to Seller written notice (the "Dispute Notice") setting forth in reasonable detail the amount and nature of such dispute, then Buyer and Seller shall use good faith efforts to resolve the disputed items. If the parties are unable to resolve any items in dispute within twenty (20) Business Days after delivery of the Dispute Notice, then the unresolved matters in dispute shall promptly be submitted for resolution to an independent nationally recognized accounting firm (the "Neutral Accountant") mutually acceptable to Buyer and Seller. Prior to selection of the Neutral Accountant, each party shall disclose to the other all material connections or affiliations with any proposed accounting firm. Each party shall have the right to submit a written presentation to the Neutral Accountant regarding the items raised in the Dispute Notice and the Neutral Accountant shall be instructed to determine (the "Neutral Determination") the unresolved matters in dispute, applying the principles set forth in this Section 1.04, and, twenty (20) Business Days after being selected, to deliver a written report to Buyer and Seller setting forth the Neutral Determination and the reasons therefor. The Neutral Accountant shall, in connection with such dispute, have access to all books, records and work papers necessary to perform its functions hereunder. The parties shall instruct the Neutral Accountant to make its determination based solely on the presentations by the Buyer and Seller which are in accordance with the procedures set forth in this Section 1.04 and not on the basis of an independent review. The Neutral Accountant's decision shall be final, conclusive and binding on all parties. A judgment on the Neutral Determination may be entered and enforced by any court of appropriate jurisdiction. Seller shall pay a portion of the fees and expenses of the Neutral Accountant equal to the amount of the Neutral Determination that was resolved in favor of Buyer divided by the total amount of the items in dispute; Buyer shall pay all other fees and expenses of the Neutral Accountant. (For purposes of illustration only, if the total amount of items in dispute is $100,000 and Buyer is awarded $75,000 thereof, then Seller shall pay 75 percent and Buyer shall pay 25 percent of the Neutral Accountant's fees and expenses.)

      (f)     As soon as practicable after the earlier of a Neutral Determination or Seller and Buyer's agreement as to the amount of the Final Adjustment without submitting the matter for resolution (whether expressly or by failure of Buyer to provide a Dispute Notice within the applicable period), but in any event within five (5) Business Days thereafter:

      (i)     If the difference between the Closing Working Capital and the Projected Working Capital (the "Final Adjustment") is greater than zero, Buyer shall deliver the aggregate amount of the Final Adjustment, together with interest thereon at a rate per annum equal to 4%, calculated on the basis of the actual number of days elapsed over 360, by wire transfer in immediately available funds, to the account or accounts designated by Seller.

      (ii)     If the Final Adjustment is less than zero, Seller shall deliver the aggregate amount of the absolute value of the Final Adjustment, together with interest thereon at a rate per annum equal to 4%, calculated on the basis of the actual number of days elapsed over 360, by wire transfer in immediately available funds, to the account or accounts designated by Buyer.

      (iii)     Any balance sheet or statement prepared for purposes of this Agreement shall be prepared in accordance with GAAP, applied consistently with the past practices and procedures of the Company. All balance sheets and statements referenced in this Section 1.04 shall present the financial condition of the Company immediately prior to, and without giving effect to, any of the Contemplated Transactions.

      (a)     One or more original share certificates representing all of the Shares and such other instruments of conveyance (if any) reasonably required to deliver title to the Shares to Buyer.

      (b)     A Transition Services Agreement, in substantially the form attached as Exhibit D, with respect to certain services to be provided by PMIC to the Company after Closing, executed by PMIC (the "PMIC TSA").

      (c)     A Transition Services Agreement, in substantially the form attached as Exhibit E, with respect to certain services to be provided by PCCS to the Company after Closing, executed by PCCS (the "PCCS TSA").

      (d)     A Trademark License Agreement in substantially the form attached as Exhibit F, with respect to the use by Company of the "PEMCO" name and trademark, executed by PMIC (the "Trademark License Agreement").

      (e)     A properly completed Form 8023, Elections under Section 338 for Corporations Making Qualified Stock Purchases.

      (f)     A Noncompetition Agreement in substantially the form attached as Exhibit H with respect to certain noncompetition covenants made by the Seller in favor of the Buyer and the Company, executed by Seller.

     Seller represents and warrants to Buyer as of the Closing as follows, except as set forth in the Disclosure Schedule:

      (b)     Seller owns, beneficially and legally, all of the Shares, free and clear of all pledges, liens, charges, security interests, restrictions, or other encumbrances of any kind. At Closing, Seller shall sell to Buyer good title to the Shares, free and clear of all Liens.

      (c)     The authorized capital stock of the Company consists of 250,000 shares of common stock, 10,000 of which are issued and outstanding and are held of record by Seller as of the date of this Agreement. All such outstanding shares are validly issued, fully paid and nonassessable and are not subject to, and have not been issued in violation of, preemptive or other similar rights. There are no outstanding securities convertible into, or exchangeable or exercisable for, shares of capital stock of the Company. There are no calls, puts, preemptive rights, commitments or agreements to which the Company is a party or by which it is bound, in any case obligating the Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, any capital stock of the Company, or obligating the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no agreements with respect to the voting or transfer of the Company's capital stock (other than this Agreement).

      (d)     The Company has no subsidiaries.

      (a)     Violate, conflict with or result in the breach or default of any provision of Seller's or Company's articles of incorporation or bylaws.

      (b)     Conflict with or violate any Law or Government Order applicable to Seller or the Company.

      (c)     Require any consent, approval, authorization or other order of, action by, registration or filing with or declaration or notification to any Government Agency.

      (d)     Conflict with, result in any violation or breach of, constitute a default (or event which with the giving of notice, or lapse of time or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Lien on any of the Company's assets, or result in the imposition or acceleration of any payment, time of payment, vesting or increase in the amount of compensation or benefit payable, pursuant to any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license or permit, or franchise to which the Company is a party or by which its assets are bound.

      (b)     The Company has no material liability or obligation, secured or unsecured (whether absolute, accrued, contingent or otherwise, and whether due or to become due) of a nature required by GAAP to be reflected in a balance sheet or disclosed in the notes thereto, except such liabilities and obligations that are adequately accrued or reserved against in the Financial Statements or disclosed in the notes thereto or that were incurred after the date of the Annual Financial Statements either in the ordinary course of business consistent with past practice or in connection with the Contemplated Transactions.

      (c)     The Company maintains internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with the Company's management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for fixed assets is reviewed for reasonableness annually and appropriate action is taken where necessary. The Company's internal controls and procedures are sufficient to provide reasonable assurance that the Financial Statements are accurate in all material respects. All accounts, books and ledgers related to the Business are maintained in a manner sufficient to provide reasonable assurance that they are accurate and complete in all material respects.

      (a)     (i) Merged or consolidated with any corporation, partnership, association or other business organization, (ii) sold, leased, or otherwise disposed of any of its assets, other than sales or returns of obsolete or surplus equipment in the ordinary course of business consistent with past practice with an aggregate value of less than $100,000, or (iii) adopted a plan of complete or partial liquidation or dissolution;

      (b)     (i) Granted any increase, or announced any increase, in the wages, salaries, compensation, bonuses, incentives, pension or other benefits payable to any of its employees, except for increases in the ordinary course of business consistent with past practice or (ii) established, increased (or promised to increase) or accelerated the payment or vesting of any benefits under any Employee Benefit Plan with respect to the Company's employees, except in either case (A) as required by Law, or (B) as required under any existing agreement or arrangement;

      (c)     Made any material change in any method of accounting or accounting practice or policy used by Company, other than changes required by law or under GAAP;

      (d)     Suffered any material casualty loss or damage with respect to any of its assets;

      (e)     Except in the ordinary course of business consistent with past practice (i) entered into any Material Contract or (ii) terminated, released or amended in any material respect any of the terms or provisions of any Material Contract (except those certain contracts with Affiliates of the Company listed on Section 3.05(e) of the Disclosure Schedule which shall terminate as of the Closing Date);

      (f)     Created, incurred, assumed or guaranteed any material liabilities, obligations or indebtedness for borrowed money, in each case except in the ordinary course of business;

      (g)      (i) Split, combined or reclassified any of its capital stock, or issued, authorized or proposed the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock, or (ii) repurchased or otherwise acquired any shares of its capital stock, or set aside funds therefore;

      (h)     Made any payment, or declaration or setting aside of funds for any payment or distribution of cash (including so-called "tax distributions") other than dividends of cash and repayments of cash of intercompany debt to Seller in the ordinary course of business in an aggregate amount not in excess of $100,000, or other property to any of its stockholders with respect to such stockholder's capital stock or otherwise;

      (i)     Accelerated or delayed (A) the collection of any accounts receivable, or (B) the payment of any accounts payable or commission or other liability;

      (j)     Mortgaged or pledged any of its assets or properties, and no Lien has attached thereto, except for Permitted Exceptions;

      (k)     Sold, assigned, transferred, leased, licensed or otherwise encumbered any of its Intellectual Property Rights, and there has been no abandonment or lapse of any of its Intellectual Property Rights;

      (l)     Amended its governing documents; or

      (m)     Entered into any contract to do any of the foregoing.

      (b)     The properties and assets of the Company that are material to the conduct of the Business as presently conducted are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing.

     (b)     Except for Permitted Exceptions, to Seller's Knowledge, there are no contractual or legal restrictions to which the Company is a party or by which the Leased Real Property is bound that preclude or restrict the Company's ability to use the Leased Real Property for the purposes for which it is currently being used.

     (c)     The Company's possession and quiet enjoyment of the Leased Real Property under the applicable Lease has not been disturbed, and, to Seller's Knowledge, (i) there is no third party with a right to disturb the Lease, and (ii) there are no disputes with respect to such Lease.

     (d)     The other party to each Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or the Seller.

     (e)     The Company has not collaterally assigned or granted any other security interest in any Lease or any interest therein.

     (f)     Each of the Leases is in full force and effect, and has not been amended, modified or supplemented, except as set forth in Section 3.08(f) of the Disclosure Schedule.

     (g)     To the Seller's Knowledge, no landlord or lessor or any third party has provided notice or a request for the right to payment of rents, an estoppel, a subordination, non-disturbance and attornment agreement or requirement that the Lease be effective only upon the consent of such other party, except as set forth in Section 3.08(g) of the Disclosure Schedule.

      (b)     Except with respect to Intellectual Property Rights in and to Software and except as set forth in Section 3.09(b) of the Disclosure Schedule: (i) all Intellectual Property Rights owned by the Company are owned free and clear of any Lien, are valid, subsisting and enforceable, and are not subject to (A) any outstanding order, judgment or decree materially and adversely affecting the Company's use thereof or its rights thereto or (B) any written Contract materially restricting the Company's use thereof; (ii) the Company owns all right, title and interest in and to, or has sufficient rights to use all Intellectual Property Rights used in the Business as presently conducted, all of which rights shall survive unchanged immediately after the consummation of the transactions contemplated by this Agreement; (iii) the Company in the current conduct of the Business does not infringe, misappropriate or otherwise violate the Intellectual Property Rights of any third party, and there has been no such claim asserted or threatened in writing in the past three (3) years against the Company; (iv) to Seller's Knowledge, no Person is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Right that the Company owns, and no such claims have been asserted or threatened in writing against any Person by the Company in the past three (3) years.

      (c)     Except as set forth in Section 3.09(c) of the Disclosure Schedule, none of Seller, its Affiliates or any former or current employees of the Company will, after giving effect to the transaction contemplated hereby, own or retain any rights to use any Intellectual Property Rights used by the Company and material to the conduct of the Business as currently conducted. All current employees of the Company who develop programs or data within the scope of their employment have executed written agreements used by the Company and its Affiliates to document ownership of such development rights in the employee's respective employing company.

      (d)     Except with respect to Software that will be provided or made available to the Company pursuant to the PCCS TSA or the PMIC TSA, Section 3.09(d) of the Disclosure Schedule contains a list and description (showing in each case the owner, licensor and/or licensee, as applicable) of all material Software owned by or licensed to Company or its Affiliates and used in the conduct of the Business as presently conducted, provided that it does not list Software that is available in consumer retail stores or subject to "shrink-wrap" or "click-through" license agreements.

      (e)     Except as set forth in Section 3.09(e) of the Disclosure Schedule, all material Software owned by the Company is owned free and clear of any Lien, and the Company's rights to such material Software are valid, subsisting and enforceable, and are not subject to (A) any outstanding order, judgment or decree materially and adversely affecting the Company's use thereof or its rights thereto or (B) any written Contract materially restricting the Company's use thereof. Except with respect to Software that will be provided or made available to the Company pursuant to the PCCS TSA or the PMIC TSA and except as set forth in Section 3.09(e) of the Disclosure Schedule, the Company owns all right, title and interest in and to, or has sufficient rights under a valid and enforceable written license listed in Section 3.09(d) of the Disclosure Schedule to use all material Software used in the Business as presently conducted, all of which rights shall survive unchanged immediately after the consummation of the transactions contemplated by this Agreement. Except as set forth in Section 3.09(e) of the Disclosure Schedule, (i) the Company in the current conduct of the Business does not infringe, misappropriate or otherwise violate the rights of any third party with respect to such party's Software, and there has been no such claim asserted or threatened in writing in the past three (3) years against the Company; and (ii) to Seller's Knowledge, no Person is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any of the Company's rights to the Software that the Company owns, and no such claims have been asserted or threatened in writing against any Person by the Company in the past three (3) years.

      (f)     There have been no unauthorized intrusions or breaches of the security of the Company's information technology systems. The Company has implemented and uses commercially reasonable security measures to protect its information technology systems against unauthorized access, use, modification, or other misuse.

      (g)     No claims have been asserted in writing or, to the Knowledge of Seller, threatened, against the Company alleging a violation of any Person's privacy or personal information or data rights and the consummation of the Contemplated Transactions will not breach or otherwise cause any violation of any Law, regulation or rule, or any contractual obligation of the Company, related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Business as now conducted. The Company takes commercially reasonable measures to protect such information against unauthorized access, use, modification, or other misuse. The Company is not in violation of Laws applicable to the conduct of the Business as it is being conducted (prior to the Closing Date) regarding the collection, use and disclosure of personally identifiable and other confidential information, including customer and client information. As of the Closing, the Company uses systems which are operated by its Affiliates in compliance with the Company's written internal policies regarding the collection, use and disclosure of personally identifiable confidential information, including customer and client information.

      (h)     The Software listed in Section 3.09(d) of the Disclosure Schedule which is owned by the Company ("Business Software"), together with related human-readable computer programming code, databases, and commercially available tools and compilers, all of which Company will have access to pursuant to the PCCS TSA or will continue to possess following the Closing, is suitable and sufficient to enable current Company personnel possessing skill and expertise in computer software and information technology (i) to build, load, and operate a machine-executable object code version of the Business Software and (ii) to maintain, support, modify, improve and enhance the Business Software.

      (b)     The Company is not subject to any Government Order (nor, to Seller's Knowledge, are there any such Government Orders threatened to be imposed by any Government Agency), in each case with respect to the Business.

      (c)     There is no Action pending, or, to Seller's Knowledge, threatened to be brought before any Government Agency, that seeks to question, delay or prevent the consummation of the Contemplated Transactions.

      (a)     All of the Insurance Policies are in full force and effect, all premiums due have been paid and none of the Seller, PMIC, and the Company are in default with respect to its obligations under any of the Insurance Policies.

      (b)     No notice of cancellation or non-renewal with respect to, or disallowance of any claim under, any of the Insurance Policies has been received by any of Seller, PMIC and the Company.

      (b)     Each Material Contract is legal, valid, binding and enforceable against the other parties thereto in accordance with the terms thereof, subject to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and similar laws now or hereafter in effect relating to creditors rights generally and general principles of equity.

      (c)     Each Material Contract is in full force and effect.

      (d)     The Company is not in material default under any Material Contract, and no event has occurred which with notice or lapse of time would constitute a material breach or material default or permit any third party to terminate, materially modify or materially accelerate such Material Contract.

      (e)     The Company has not waived any of its material rights under any Material Contract.

      (f)     To Seller's Knowledge, no other party to any Material Contract has materially breached or is in material default thereunder, and no event has occurred which with notice or lapse of time would constitute a material breach or material default by such party or permit the Company to terminate, materially modify or materially accelerate such Material Contract.

      (b)     Since January 1, 2005, the Company has not received notice from any Government Agency revoking, canceling, suspending, rescinding, materially modifying or refusing to renew any Material Permit.

      (c)     The Company is not in violation of the requirements of any of the Material Permits.

     This Section 3.15 contains Seller's exclusive representations and warranties with respect to environmental matters.

      (b)     Each Company Benefit Plan has been administered in all material respects in accordance with its terms and applicable Laws, including ERISA and the Code. No event has occurred and no conditions or circumstances exist that could, directly or indirectly, give rise to any requirement for the posting of security with respect to a Company Benefit Plan or any Employee Benefit Plan maintained, sponsored or participated in by an ERISA Affiliate or to result in the imposition of any Lien under ERISA or the Code. Section 3.16(b) of the Disclosure Schedule identifies each Company Benefit Plan that is intended to be a "qualified plan" within the meaning of Section 401(a) of the Code ("Qualified Plan") or a tax favored plan under Section 403(b) of the Code. The Internal Revenue Service has issued a favorable determination letter with respect to each Qualified Plan and the related trust that has not been revoked, and, no conditions or circumstances exist that adversely affect the qualified status of any Qualified Plan or the related trust. Within the past six years, none of the Company, an ERISA Affiliate or any other person has engaged in any "prohibited transaction" (as defined in Section 4975 of the Code or Section 406 of ERISA) which could subject the Company, any of the Company Benefit Plans or their related trusts or any person that the Company has an obligation to indemnify, to any material tax or penalty under Section 4975 of the Code or Section 502 of ERISA.

      (c)     (i) No Company Benefit Plan or any Employee Benefit Plan maintained, sponsored or participated in by an ERISA Affiliate is a Multiemployer Plan; (ii) neither the Company nor any ERISA Affiliate has, at any time during the last six years, contributed to or been obligated to contribute to any Multiemployer Plan; and (iii) neither the Company nor any ERISA Affiliate has incurred any "withdrawal liability" (as defined by Section 4201 of ERISA) that has not been satisfied in full. Without limiting the generality of the foregoing, neither the Company nor any ERISA Affiliate has engaged in any transaction described in Section 4069 or Section 4204 or 4212 of ERISA.

      (d)     Except as described in Section 3.16(d) of the Disclosure Schedule, neither the Company nor any ERISA Affiliate has any liability for life, health, medical, disability, retiree medical or other welfare benefits to former employees or beneficiaries or dependents thereof, except for health continuation coverage as may be required by Section 4980B of the Code or pursuant to state law.

      (a)     The terms of each of the Company Benefit Plan which is a "nonqualified deferred compensation plan" within the meaning of Code section 409A (and associated Treasury Department guidance, including all transition guidance) comply with Code section 409A (and associated Treasury Department guidance, including, but not limited to, all transition guidance), each such "nonqualified deferred compensation plan" has been operated in compliance with Code section 409A (and associated Treasury Department guidance, including all transition guidance), and no such "nonqualified deferred compensation plan" has been materially modified within the meaning of Code section 409A (and associated Treasury Department guidance). The Company has no indemnity obligation for any Taxes imposed under Code section 409A.

      (b)     To the extent permitted by applicable law and the applicable Company Benefit Plan, each Company Benefit Plan can be amended or terminated at any time without liability other than for benefits accrued as of the date of such amendment or termination (other than charges incurred as a result of such termination). The Company and its ERISA Affiliates have made full and timely payment of all amounts required to be contributed or paid as expenses or accrued such payments in accordance with normal procedures under the terms of each Company Benefit Plan and applicable law.

      (c)     No Company Benefit Plan is under audit or is the subject of an investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation, the Securities and Exchange Commission or any other governmental entity, nor is any such audit or investigation pending or, to the Knowledge of the Company, threatened. With respect to each Company Benefit Plan for which financial statements are required by ERISA, there has been no adverse change in the financial status of such Company Benefit Plan since the date of the most recent such statements provided to Buyer.

      (d)     Each Company Benefit Plan that is a pension plan within the meaning of ERISA section 3(2) (regardless of whether the plan is covered by ERISA) but is not qualified under Code section 401(a) or 403(a) is exempt from Part 2, 3 and 4 of Title I of ERISA as an unfunded plan that is maintained primarily for the purpose of providing deferred compensation for eligible directors and a select group of management or highly compensated employees, pursuant to ERISA sections 201(2), 301(a)(3) and 401(a)(1). No assets of the Company are allocated to or held in a "rabbi trust" or similar funding vehicle.

      (e)     No event has occurred and there exists no condition or set of circumstances that presents a material risk that any Company Benefit Plan that is intended to be qualified under section 401(a) of the Code has or is likely to experience a partial termination within the meaning of Code section 411(d)(3).

      (f)     Except as described in Section 3.16(j) of the Disclosure Schedule, consummation of the Contemplated Transactions does not (i) entitle any current or former employee or officer of the Company or any ERISA Affiliate to severance pay, unemployment compensation or other payment, (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee or officer, except as required by ERISA, or (iii) result in an "excess parachute payment" within the meaning of Code section 280G(b).

     This Section 3.16 contains Seller's exclusive representations and warranties with respect to ERISA and Benefit Plans.

      (a)     All Tax Returns required to be filed by the Company have been timely filed, and such Tax Returns are true, complete and correct.

      (b)     All Taxes due, whether or not shown on such Tax Returns, have been timely paid other than such Taxes, if any, as are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Financial Statements.

      (c)     No adjustment relating to such Tax Returns has been proposed in writing by any Tax Authority and remains unresolved.

      (d)     There is no material claim (including under any indemnification or Tax-sharing agreement), audit, action, suit, proceeding, or investigation now pending or, to Seller's Knowledge, threatened, against or in respect of any Tax for which the Company may be liable, other than normal and routine audits by nonfederal Government Agencies.

      (e)     There are no outstanding agreements, waivers, or arrangements extending the statutory period of limitation applicable to any claim for, or the period for the collection or assessment of, material Taxes due from or with respect to the Company for any taxable period.

      (f)     The Company will not be required to include any item of income, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of: (A) any change in method of accounting for a taxable period ending on or prior to the Closing Date; (B) "closing agreement" as described in Code Section 7121 (or any corresponding or similar provisions of state, local or foreign income Tax law) executed on or prior to the Closing Date; (C) intercompany transaction or excess loss account described in Treasury Regulations under Code Section 1502 (or any corresponding or similar provision of state, local or foreign income Tax law); (D) installment sale or open transaction disposition made on or prior to the Closing Date; or (E) prepaid amount received on or prior to the Closing Date.

      (g)     The Company has not been a member of an Affiliated Group filing a consolidated federal income Tax Return other than a group the common parent of which is PMIC or Seller.

      (h)     Each Affiliated Group has filed all income Tax Returns that it was required to file for each taxable period during which the Company was a member of the group and has paid all Taxes due, whether or not shown thereon as owing.

      (i)     The Company does not have any liability for the Taxes of any Person other than the Company under Treasury Regulation Section 1.1502-6 (or any similar provision of state or local law).

      (j)     The Company is not and has never been a party to any joint venture, partnership or other arrangement or contract that is treated as a partnership for federal income Tax purposes. There is no contract, plan or arrangement to which the Company is a party and which covers any employee or former employee of the Company, which contract, plan or arrangement, individually or collectively, requires the Company to pay any amount that is not deductible pursuant to Sections 280G of the Code.

      (k)     All Taxes that the Company is required to withhold or collect with respect to the Business have been duly withheld or collected and, to the extent required, have been timely deposited or timely paid, as applicable, to the proper Tax Authority

      (g)     Neither Seller nor Company has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purposed or intended to be governed in whole or in part by Code Section 355 or Code Section 361.

      (h)     No foreign, federal, state or local Tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to the Company.

      (i)     The Company has not received from any foreign, federal, state or local Tax Authority (including jurisdictions in which the Company has not filed a Tax Return) any (i) notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters, or (iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted or assessed by any Tax Authority against the Company.

      (b)     Except as set forth in Section 3.22(b) of the Disclosure Schedule, none of the Seller and its Affiliates (other than the Company) owns or has any interest in any asset, tangible or intangible, which is used in the Business.

     Buyer represents and warrants to Seller as of the Closing as follows:

      (a)     Violate, conflict with or result in the breach or default of any provision of the certificate or articles of incorporation or bylaws of Buyer.

      (b)     Conflict with or violate any Law or Government Order applicable to Buyer, or any of its properties or assets.

      (c)     Require any consent, approval, authorization or other order of, action by, registration or filing with or declaration or notification to any Government Agency or any other Person.

      (d)     Conflict with, result in any violation or breach of, constitute a default (or event which with the giving of notice, or lapse of time or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Lien on any of Buyer's assets, as the case may be, pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license or permit, or franchise to which Buyer is a party or by which its assets are bound.

      (a)     Seeks to question, delay or prevent the consummation of the Contemplated Transactions.

      (b)     Would reasonably be expected to affect adversely the ability of Buyer to fulfill its obligations hereunder, including Buyer's obligations under Article 1 hereof.

      (a)     Merging with, or acquiring any equity interest in, any corporation or other business organization.

      (b)     Selling, leasing or otherwise disposing of, or agreeing to sell, lease or otherwise dispose of, any material asset other than sales or returns of obsolete or surplus equipment in the ordinary course of business consistent with past practice.

      (c)     Except as may be required by Law, pursuant to any of the Benefit Plans or employee agreements existing on the Agreement Date, or as necessary to comply with the affirmative covenants in Section 5.01, (i) granting any increases in compensation (including salary, bonus and other benefits) for any of its employees, (ii) paying or agreeing to pay any pension, retirement allowance or other employee benefit to any of its employees, (iii) entering into any new Benefit Plan or employee agreement which was not in existence on the Agreement Date, or amending any such plan or arrangement in existence on the Agreement Date if such amendment would have the effect of enhancing any benefits or increasing the Company's or any ERISA Affiliate's liability thereunder or (iv) extending any loans or advances to any of its employees.

      (d)     Assuming or incurring any indebtedness for borrowed money (except for trade debt, employee advances or draw downs under existing credit facilities made in the ordinary course of business consistent with past practice); guarantying any debt obligations of any other person; or creating any Lien (other than Permitted Exceptions) on any of its material assets.

      (e)     Except in the ordinary course of business consistent with past practice (i) entering into a Material Contract or (ii) terminating, releasing or amending in any material respect any terms of a Material Contract.

      (f)     Except as required by GAAP or Law, making any material changes with respect to accounting policies.

      (g)     Entering into any Contract to take any actions prohibited by this Section 5.02.

      (a)     Seller shall (or shall cause the Company to) afford to Buyer and its representatives reasonable access to all of the Company's properties, books and records and all other information concerning the Business (subject to restrictions imposed by applicable Law) as Buyer may reasonably request for the purpose of determining actions necessary to complete the Contemplated Transactions and to determine satisfaction of the conditions to Closing set forth in Article 7 hereof. If Buyer or any of its representatives enters onto any Leased Real Property prior to Closing, they shall do so in a prudent and reasonable manner and so as to not interfere with the rights or operations of any parties in possession or violate any Permitted Exceptions. Buyer shall defend, indemnify and hold Seller and the Company harmless from any damages, injuries, Liens, losses, expenses (including reasonable attorneys' fees) or claims arising from or related to such entry by Buyer or any of its representatives, and such indemnification and defense obligation shall survive the Closing or earlier termination of this Agreement.

      (b)     Buyer shall afford to Seller and its representatives reasonable access to such information (subject to restrictions imposed by applicable Law) as Seller may reasonably request for the purposes of determining actions necessary to complete the Contemplated Transactions and to determine satisfaction of the conditions to Closing set forth in Article 7 hereof.

      (b)     Buyer shall cause the Company to maintain Benefit Plans that in the aggregate are competitive in the industry for companies of comparable size and nature. To the extent Buyer causes or permits the Company to revise, terminate, or merge any existing Benefit Plan, Buyer shall ensure continuity of comparable benefits for Business Employees, including (i) giving credit for their service with the Company prior to the Closing Date, to the same extent that such service was credited by the Company, for all purposes under all Benefit Plans or arrangements maintained by Buyer or the Company for the Business Employees, (ii) causing any pre-existing condition limitation to be waived, (iii) giving effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, the Business Employees with respect to similar plans maintained by the Company prior to the Closing Date, and (iv) waiving any waiting periods. For purposes of Section 6.01(a) and (b), whenever reference is made to employee benefits or employee benefit plans for Business Employees, the term "Business Employees" shall include all Business Employees and their respective dependants and other beneficiaries of such benefit plans. Without limiting the foregoing, Seller and Buyer agree that the actions described in Section 6.01(b) of the Disclosure Schedule have been or shall be taken with respect to the matters addressed therein.

      (c)     Immediately prior to the Closing, Seller caused the Company to terminate (1) its participation in the self insured workers' compensation coverage program of the State of Washington's Department of Labor and Industries with respect to Business Employees based in Washington and (2) its participation in any insured workers' compensation plan or program for Business Employees based in states other than Washington. Immediately after the Closing, Buyer shall cause the Company to provide (1) workers compensation coverage through the state fund of the State of Washington's Department of Labor and Industries with respect to Business Employees based in Washington and (2) workers compensation coverage pursuant to an insurance policy or policies with respect to any Business Employees based in states other than Washington. From and after Closing, Seller and its Affiliates shall have no liability for any Business Employees' workers compensation claims. Buyer shall indemnify and hold harmless Seller and its Affiliates from any and all Business Employees' workers compensation claims and liabilities, both known and unknown.

      (b)     In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Taxes based on or measured by income or receipts of the Company for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount of other Taxes of the Company for a Straddle Period that relates to the Pre-Closing Tax Period will be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

      (c)     PMIC shall have the sole authority and responsibility for the preparation and filing of all consolidated, unitary or combined income Tax Returns which include the operations of the Company through the Closing Date.

      (d)     Except as provided in paragraph (c) above, Seller shall have sole authority and responsibility for the preparation of all Tax Returns for the Company for all taxable periods (or portions thereof) ending on or before the Closing Date that are filed after the Closing Date, including any voluntary disclosure agreements with any Tax Authority relating to such taxable periods. Seller shall permit Buyer to review each such Tax Return sufficiently in advance of filing thereof to allow Buyer to propose revisions, which Seller shall not unreasonably refuse to accept. Buyer and the Company shall cooperate with Seller to cause such Tax Returns to be timely filed with the appropriate Tax Authority, including the execution of such Tax Returns by the appropriate officer of the Company.

      (j)     The Seller shall pay (i) all Income Taxes of the Company due prior to the Closing Date, (ii) any Income Taxes of the Company relating to the Pre-Closing Tax Period, and (iii) any Income Taxes due with respect to consolidated income or franchise Tax Returns filed under federal, state or foreign law that include the Company relating to a Pre-Closing Tax Period.

      (k)     Except to the extent accounted for in the Final Adjustment or otherwise in this Agreement, Seller shall indemnify and hold harmless the Buyer for (i) any Taxes of the Company for any Pre-Closing Tax Period, including that portion of any Straddle Period that relates to the Pre-Closing Tax Period; (ii) any Taxes imposed or assessed against the Company that are allocable, pursuant to Section 6.03(b), to the Pre-Closing Tax Period; and (iii) any Taxes of any member of a consolidated group of which Seller or any of its Affiliates is the common parent and in which the Company is a member on or prior to the Closing Date.

      (l)     Buyer shall prepare or cause to be prepared, and file or cause to be filed, any Tax Returns of the Company for all Straddle Periods. Buyer shall permit Seller to review each such Tax Return sufficiently in advance of filing thereof to allow Seller to propose revisions, which Buyer shall not unreasonably refuse to accept. Seller shall pay to the Buyer the amount of Tax attributable to any Pre-Closing Tax Period in accordance with this Section 6.03.

      (m)     The parties shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 6.03 and any audit, Action or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, Action or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The parties further agree, upon request, that they will use their best efforts to obtain any certificate or other document from any Tax Authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the Contemplated Transactions).

      (n)     Buyer shall be liable for and shall pay to the applicable Tax Authority, all applicable sales, transfer, recording, deed, stamp and other similar Taxes, including any real property transfer or gains Taxes (if any), resulting from the consummation of the Contemplated Transactions.

      (o)     All tax-sharing agreements or similar agreements with respect to or involving the Company shall be terminated as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder.

      (a)     No Restraints. No temporary restraining order, preliminary or permanent injunction or other order issued by any court or other Government Agency of competent jurisdiction preventing the completion of the Contemplated Transactions shall be in effect; provided, however, that prior to invoking this condition, each party hereto shall use its respective commercially reasonable efforts to have any such injunction or other order vacated.

      (b)     Statutes. No Law shall have been enacted, promulgated, or otherwise issued by any Government Agency with authority to enforce such Law, which would make completion of the Closing illegal.

      (c)     Material Consents. All consents listed in Section 7.01(c) of the Disclosure Schedule shall have been obtained.

      (a)     Reserved.

      (b)     Reserved.

      (c)     Reserved.

      (d)     Certified Resolutions. Buyer shall have received a certificate as to (i) the valid adoption of resolutions of Seller's Board of Directors and shareholder approving this Agreement and the Contemplated Transactions in accordance with applicable Laws and (ii) the incumbency and signatures of the officers of Seller.

      (e)     Closing Deliveries. Buyer shall have received each of the following:

           (i)     The closing deliveries listed in Section 2.02.

           (ii)     All other documents Buyer may reasonably request to effect the Contemplated Transactions.

           (iii)     The Escrow Agreement, executed by Seller and the Escrow Agent.

           (i)     An opinion of Davis Wright Tremaine LLP, dated the Closing Date, in the form of Exhibit I.

           (ii)     Resignations of all directors of the Company.

      (a)     Reserved.

      (b)     Reserved.

      (c)     Reserved.

      (d)     Certified Resolutions. Seller shall have received a certificate as to (i) the valid adoption of resolutions of Buyer's Board of Directors approving this Agreement and the Contemplated Transaction in with applicable Laws and (ii) the incumbency and signatures of the officers of Buyer.

      (e)     Closing Deliveries. Seller shall have received each of the following:

           (i)     The closing deliveries listed in Section 2.03.

           (ii)     All other documents Seller may reasonably request to effect the Contemplated Transactions.

           (iii)     The Escrow Agreement, executed by Buyer and the Escrow Agent.

      (a)     By mutual agreement of Seller and Buyer.

      (b)     By either Buyer or Seller by written notice to the other if (i) there shall be a final non-appealable order of a Federal or state court in effect preventing consummation of the Contemplated Transactions or (ii) there shall be any Law enacted, promulgated or issued or deemed applicable to the Closing by any Government Agency with authority to enforce such Law, which would make consummation of the Closing illegal.

      (p)     By either Buyer or Seller by written notice to the other if the Closing shall not have occurred by December 31, 2009; provided, however, that the right to terminate this Agreement under this Section 8.01 shall not be available to any party whose breach of this Agreement has been the cause of, or results in, the failure of the Closing to occur on or before such date.

      (b)     Subject to the terms and conditions set forth in this Article 9, from and after the Closing Date, Buyer shall indemnify Seller and its successors and assigns, and hold each of them harmless, from and against any and all Losses imposed on or reasonably incurred by any of them as a result of (i) a breach of a representation or warranty made by Buyer in Article 4 or in the certificate delivered pursuant to Section 7.03(c), or (ii) a failure by Buyer to perform or comply with a covenant in this Agreement to be performed or complied with by Buyer.

      (a)     Buyer shall not be reimbursed for any claims for Losses unless and until all of its Losses collectively exceed $250,000 (the "Basket"), following which Buyer shall be reimbursed for all such Losses (subject to the provisions of this Article 9) from the first dollar.

      (b)     The obligations under Section 9.02(a) will be subject to a cap equal to Six Million Dollars ($6,000,000) (the "Cap"). The payment of Losses to Buyer or anyone claiming by or on behalf of Buyer (collectively the "Buyer Group") shall not exceed such Cap, subject to the exception set forth in Section 9.05(c).

      (q)     The Basket and the Cap shall not apply to claims for Losses arising from a breach or inaccuracy of the representations and warranties contained in Section 3.01 (Organization and Standing; Ownership of the Shares; Capital Structure; Subsidiaries), Section 3.02 (Authority and Enforceability), Section 3.06(a) (Title and Sufficiency of Assets), and Section 3.20 (Commissions).

      (r)     The amount of any Losses that may otherwise be payable under this Article 9 shall be reduced by (i) any reimbursements or other amounts to which any member of Buyer Group may be entitled from third parties in connection with such item of Losses, (ii) any condemnation award or insurance proceeds to which any member of Buyer Group may be entitled in connection with such item of Losses, and (iii) any Tax Benefit to any member of Buyer Group with respect to such Losses. Buyer Group shall pursue all such reimbursements or insurance proceeds that may reduce or eliminate any Losses; provided that the Seller shall not be entitled to any such reimbursements or proceeds in excess of the Losses indemnified pursuant hereto. The costs incurred by Buyer Group in the collection of reimbursements or insurance proceeds shall be included in the Buyer Group's Losses. Any amounts paid by the Buyer Group as a result of any Losses as premiums retroactively assessed under any applicable provisions of insurance policies that cover such Losses (in whole or in part) and the present value of two years of increase in insurance premiums on account of such Losses shall be included in the Buyer Group's Losses. If Buyer Group receives any such Tax Benefit, reimbursements or insurance proceeds after a payment is made which relates thereto, Buyer shall promptly deliver to the Escrow Agent, for deposit in the Escrow Fund (or, if the Escrow has terminated in accordance with its terms, Buyer shall promptly deliver to Seller), such amount of the indemnification payment as would not have been paid had the Tax Benefit, reimbursements or insurance proceeds reduced the original payment (and any such repayment shall be a credit against any applicable indemnification threshold or limitation set forth in this Section) at such time or times as and to the extent that such amount of Tax Benefit, reimbursements or insurance proceeds is actually received. For this purpose, Buyer Group shall be deemed to recognize a tax benefit ("Tax Benefit") with respect to a taxable year if, and to the extent that, Buyer Group's cumulative liability for Taxes through the end of such taxable year, net of the present value of the increase in the Buyer Group's liability for Taxes in subsequent taxable years attributable solely to the reduction in amortization deductions resulting from the Purchase Price Adjustment that gave rise to the Tax Benefit (the "Lost Tax Benefit"), calculated by excluding any Tax items attributable to the Losses and the receipt of indemnification payments under this Article 9 from all taxable years, exceeds Buyer Group's actual cumulative liability for Taxes through the end of such taxable year, calculated by taking into account any Tax items attributable to the Losses and receipt of indemnification payments under this Article 9 for all taxable years (to the extent permitted by relevant Tax law and treating such Tax items as the last items taken into account for any taxable year). For this purpose, the net present value of the Lost Tax Benefit shall be computed using a four percent (4%) discount rate, a marginal tax rate equal to the effective Tax rate of the Buyer Group for the taxable year in which the Tax Benefit is realized and an assumed full use of the lost amortizable tax basis by the Company. All indemnification payments under this Article 9 shall be deemed adjustments to the Purchase Price, to the extent permitted by Law. Except to the extent that any of the insurance coverage would thereby be reduced or the premiums for such coverage or its replacement would as a result be increased, the parties each hereby waive any and all rights of recovery against the other, or against the officers, employees, agents or representatives of the other, for loss of or damage to its property or the property of others under its control, if and to the extent such loss or damage is covered by any insurance policy in force applicable to such claim.

      (s)     In no event shall Seller be liable for any loss of profits, consequential damages or punitive damages in connection with this Agreement or the Contemplated Transactions, even if Seller has been advised of the possibility of such damages, except to the extent that Buyer is required to pay such damages to a third party as a result of a third party claim.

      (b)     At all times prior to Closing, Buyer's sole and exclusive remedy will be one of the following, at the election of Buyer: (i) termination of this Agreement pursuant to Section 8.01or (ii) specific enforcement of Seller's obligation to convey the Shares on the terms and conditions set forth herein, subject to the conditions described below. As a condition to any action for specific performance under clause (ii), Buyer must file the action within ten (10) Business Days after the event that is the basis for such action, and if such condition is not met, Buyer shall be deemed to have irrevocably waived the right to seek specific performance of this Agreement with respect to such event under clause (ii).

      (c)     Buyer acknowledges that Seller's shareholder, directors, officers, employees, agents and representatives and Company's directors, officers, employees, agents and representatives and the trustees under the Benefits Plans (collectively, the "Seller Parties") have performed, or may perform, acts in connection with this Agreement on behalf of Seller, Buyer, Company and their respective Affiliates to facilitate the Contemplated Transactions. Notwithstanding anything to the contrary, none of the Seller Parties shall have, as a result of serving in such capacity, and Buyer, on behalf of itself and each member of the Buyer Group, hereby absolves all such persons from any personal liability or obligation for any matter relating or arising in any way to or out of this Agreement or any of the Contemplated Transactions.

      (d)     Notwithstanding anything to the contrary, in no event shall any member of Buyer Group have any right to, or bring any claim for, reimbursement of any Losses to the extent that such Losses have been accounted for in the Final Adjustment or otherwise under this Agreement.

(a)     The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual agreement; any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.

(b)     Whenever the context requires, the singular number shall include the plural, and vice versa, and any gender shall include both genders.

(c)     The words "include" and "including" and variations thereof are not terms of limitation, but rather shall be deemed to be followed by the words "without limitation."

(d)     The headings in this Agreement are inserted for convenience only and shall not affect the interpretation of this Agreement.

(e)     Except as otherwise indicated, all references in this Agreement to "Articles," "Sections," "Schedules," and "Exhibits" are intended to refer to Articles or Sections of this Agreement and Schedules and Exhibits to this Agreement.

(f)     If any obligation hereunder shall become due, or time period shall end, on a Saturday, Sunday or a bank or legal holiday, such obligation shall be due, or such time period shall end, on the next succeeding Business Day.

(g)     Unless otherwise specified, all references to money are to currency of the United States of America.

[Signature lines are on the next page.]

     Each party has caused this Stock Purchase Agreement to be duly executed by its duly authorized representative, effective as of the date first set forth above.