ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (“Agreement”) is entered into effective the 1st of October, 2006, by and among Vivid Learning Systems, Inc., a Delaware corporation [“Vivid”], with its corporate office at 723 The Parkway, Richland, Washington 99352 and Nuvotec _USA , Inc. [“Nuvotec”], with its corporate office at 723 The Parkway, Richland, Washington 99352.

WHEREAS, Vivid and Nuvotec have determined that the purchase of certain assets of Nuvotec [a list thereof attached hereto as Exhibit  A] by Vivid pursuant to, and subject to all of the terms and conditions of, this Agreement, is advisable, fair, and in the best interests of Vivid and Nuvotec;

NOW, THEREFORE, in consideration of the representations, warranties, covenants, and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth together with other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

Section 1.1   The Purchase. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as hereinafter defined), Nuvotec will sell to Vivid, and Vivid shall purchase and have lawful, valid, and indefeasible title to certain assets of Nuvotec, [reference attached Exhibit A, hereinafter the “Assets”]. Further, Vivid shall assume the liabilities associated with the Assets [reference Section 3.2.3]. This Agreement in no manner shall be interpreted to be either a purchase, in whole or in part, of the Nuvotec corporate entity or a purchase of the shares of Nuvotec.

Section 1.2   Effective Time of the Purchase . The Purchase shall have an effective date of October 1, 2006.

Section 1.3   Closing. The Closing of the transactions contemplated by this Agreement shall take place at 8:00 a.m. local time, at 723 The Parkway, Richland, Washington, on or before December 31, 2006. On the Closing date or as specified below, Vivid shall deliver all funds and documents required by this Agreement and Nuvotec shall deliver a bill of sale for the Assets in the form attached as Exhibit B [“Bill of Sale”].

In consideration for the Assets sold by Nuvotec to Vivid, Vivid shall pay Nuvotec One Dollar [$1.00]. 

Section 3.1   Representations and Warranties of Vivid . Vivid hereby represents and warrants to Nuvotec that:

3.1.1   Organization; Corporate Power and Authority. Vivid is a corporation duly and validly organized and existing under the laws of the State of Delaware. Vivid has full power, legal capacity, and authority to carry on its business as it is now conducted, to own, lease, and operate its assets and properties, and to enter into, perform, and comply with this Agreement.

3.1.2   Authorization; Enforceability; No Conflict. The execution, delivery, and performance of this Agreement by Vivid has been duly authorized by all necessary corporate action. This Agreement constitutes the valid and binding obligation of Vivid, enforceable in accordance with its terms except as limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium, and similar laws affecting creditors generally and by the availability of equitable remedies. The execution, delivery, and performance of this Agreement will not, and at Closing shall not, conflict with, or result in the breach or termination of, or constitute a default under, the articles of incorporation or bylaws of Vivid or any agreement, commitment, or instrument, judgment, or decree to which Vivid is a party or by which Vivid or its properties are bound.

3.1.3   Disclosure. To the best knowledge of Vivid, neither this Agreement nor any other instrument/document delivered to Nuvotec pursuant to this Agreement nor any due diligence documents or other materials delivered to Nuvotec in connection with this Agreement contain any untrue statement of material fact or omits to state any material fact required to be stated herein or therein or necessary to make the statements, representations, or warranties, and information contained herein or therein to be not misleading.

Section 3.2   Representations and Warranties of Nuvotec . Nuvotec hereby represents and warrants to Vivid that:

3.2.1   Organization; Corporate Power and Authority. Nuvotec is a corporation duly and validly organized and existing under the laws of Washington. Nuvotec has full power, legal capacity, and authority to carry on its business as it is now conducted, to own, lease, and operate its assets and properties, and to enter into, perform, and comply with this Agreement.

3.2.2     Authorization; Enforceability; No Conflict. The execution, delivery, and performance of this Agreement by Nuvotec has been duly authorized by all necessary corporate action. This Agreement constitutes the valid and binding obligation of Nuvotec, enforceable in accordance with its terms except as limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium, and similar laws affecting creditors generally and by the availability of equitable remedies. The execution, delivery, and performance of this Agreement will not, and at Closing shall not, conflict with, or result in the breach or termination of, or constitute a default under, the corporate documents of Nuvotec or any agreement, commitment, or instrument, judgment or decree to which Nuvotec is a party or by which Nuvotec or the properties of Nuvotec are bound.

3.2.3   Liabilities . Nuvotec has no liabilities or obligations of any nature or kind, whether absolute or contingent, known or unknown, accrued or unaccrued, due or to become due related to the Assets being purchased by Vivid except f