Exhibit 10.08

================================================================================
     Certain portions of this exhibit have been omitted based upon a request
      for confidential treatment. The method used to identify the omitted
       confidential information is: [THIS INFORMATION HAS BEEN REDACTED].
       The complete exhibit containing the redacted information has
                   been filed separately with the Commission.
================================================================================

                  PENNSYLVANIA STATE SYSTEM OF HIGHER EDUCATION
                                 FOUNDATION INC.

                     Contract Inquiry No. FOUNDATION 2004-1

      THIS AGREEMENT, made and entered into this 18th day of August 2004 between
the Pennsylvania State System of Higher Education Foundation Inc., 2986 North
2nd Street, Harrisburg, PA 17101 (hereinafter "Foundation")

                                       AND

Vivid Learning Systems, Inc., (hereinafter "Vivid"), 2345 Stevens Dr, Richland
WA 99352 acting through its proper officials, Federal I.D. # 91-1694268.

      Both the Foundation and Vivid, when used together, are hereinafter
referred to as "Parties."

      WHEREAS, the Foundation is a nonprofit corporation incorporated under the
Pennsylvania Nonprofit Corporation Law, 15 Pa. C.S.A. ss.5101 et. seq., and is
authorized thereby to enter into this Contract. The Foundation is a nonprofit
corporation created in part for the purpose of providing successful workforce
development initiatives, both in the Commonwealth of Pennsylvania (hereinafter
"Commonwealth") and worldwide.

      WHEREAS, the Foundation is committed to reducing costs and increasing
profit margins in its online workforce development initiatives; and

      WHEREAS, the Foundation expects to become a world-class provider in
meeting the current and future learning needs of the Commonwealth's business
community; and

      WHEREAS, the Foundation must provide relevant and timely content that
meets the business objectives of its clients and validate that these objectives
are aligned to customers' strategic goals; and

      WHEREAS, the Foundation expects online learning programs and services to
be centered around client goals; that performance can be monitored and reported;
and, all training services can be accurately tracked and reliably delivered; and

      WHEREAS, the Foundation recognizes the need for a coordinated marketing
program to meet revenue objectives; and

      WHEREAS, the Foundation seeks to enter into an agreement with an
Application Service Provider that has a proven track record in providing various
online services, including but not limited to:

<PAGE>

                                                     Contract #FOUNDATION 2004-1

      1.    Services to assist the Foundation in developing its online
            professional workforce development programs and services,
      2.    Marketing consulting services and support,
      3.    Consulting and support for obtaining Continuing Education Units
            (CEUs) for online offering,
      4.    Competitive pricing from Third Party Content Providers (TPCP),
      5.    TPCP services and content,
      6.    Online registration,

      7.    A reliable Learning Management System (LMS) that monitors and tracks
            performance and produces timely customer reports that provide at a
            minimum contract number, company name, employee name, number of
            completed courses, grades when necessary and other information that
            may be requested by the Foundation to adequately report on the usage
            of the WEDnet program, Pennsylvania's Department of Community and
            Economic Development Guaranteed Free Training Program for Workforce
            Development
      8.    e-commerce capabilities,
      9.    Portal development, including Foundation branding and development of
            Foundation's customers websites,
      10.   Links to other related web resources,
      11.   Program administrative control,
      12.   High-quality courseware engine for delivery of courses, and access
            to technical and online course development experts,
      13.   Course Authoring Tool, a technology based curriculum writing
            instrument used for the preparation of online courses,
      14.   Ability to export data into Worksware, the Foundation's grant
            tracking and reporting software for WEDnet P A, and
      15.   Reliable content and technical support to the Foundation and its
            customers.

      AND WHEREAS, Vivid is a corporation that has provided content and
technology solutions to the Foundation for approximately two years. Vivid also
has provided professional consulting and marketing services during this time;
and

      WHEREAS, Vivid has demonstrated that it can meet the Foundation's online
professional workforce development expectations and needs.

      NOW THERFORE, for and in consideration of the foregoing and the mutual
promises hereinafter expressed and intending to be legally bound hereby, the
Parties agree as follows:

A. Vivid's Duties. Vivid, subject to the terms and conditions set forth below,
shall perform the following specified duties:

      l.    Vivid will make available to the Foundation tools needed to support
            the Foundation's Keystone netWORK, a web-based self-directed,
            self-paced asynchronous learning site dedicated to workforce
            development and supported by technological learning programs. These
            tools will include, but are not limited to:


                                                                    Page 2 of 17

<PAGE>

                                                     Contract #FOUNDATION 2004-1

            a Learning Management System, the Vivid Learning library of
            non-credit professional development; information technology;
            desktop; regulatory and compliance; healthcare; and craft skills
            courses. Vivid will provide on-line administrative support for the
            Foundation, including, but not limited to: admissions; registration
            payment services, transcriptions, and technical and content support
            and assistance.

      2.    Vivid's elearning solution proposed to the Foundation will provide
            for, but is not limited to: a Course Authoring Tool, as well as the
            delivery and tracking of content made available from Third Party
            Content Providers; the ability to develop and deliver customized
            content, an easy to use online editor, syllabus, calendar, course
            statistics, chat room, threaded discussions, journal, search
            capabilities, webliography, and streaming audio and video. Vivid's
            elearning solution will be compatible with automatic conversion of
            Microsoft products (Word, Excel, and PowerPoint) and will provide
            the ability to deliver instructor mentoring and technical support.

      3.    Vivid will provide consulting services to the Foundation's Executive
            Director and Director of Business Development when required to
            determine the most cost effective and efficient manner to advance
            the Foundation's online professional workforce development goals and
            objectives.

      4.    Vivid will provide marketing services and support to the Foundation
            that will include development of the Foundation web site,
            development of marketing and collateral training materials and
            training of all Foundation marketing partners.

B. Statement of Work and Description of Services: The Parties are legally bound
to adhere to the work specifications, deliverables and timetables, fees, and fee
schedules included in the "Statement of Work," attached hereto as Exhibit 1 of
this Contract.

C. Term of Contract. The term of the Contract shall commence on the Effective
Date (as defined below) and shall end on June 30, 2006 subject to the other
provisions of the Contract.

The Foundation's Contracting Officer shall fix the Effective Date after the
Contract has been fully executed by the Customer and by the Foundation. The
Contract shall not be a legally binding contract until after the Effective Date
is affixed and a copy of the fully executed Contract has been sent to Vivid.

D. Renewals. This Contract may be renewed for an additional four (4) annual
periods by mutual written agreement of the Parties. Renewals will be negotiated
and agreed upon three (3) months prior to the expiration of the current
agreement.

E. Fees

1.    Compensation/Expenses. The following annual compensation/expenses are in
      consideration of the services provided by the Vivid to the Foundation for
      this Contract.

      a)    Learning Management System- $[THIS INFORMATION HAS BEEN REDACTED]
            per employee


                                                                    Page 3 of 17

<PAGE>

                                                     Contract #FOUNDATION 2004-1

      b)    ICDL Library-
            $[THIS INFORMATION HAS BEEN REDACTED] per employee

      c)    Professional Development Library-
            $[THIS INFORMATION HAS BEEN REDACTED] per employee

      d)    Desktop Computing and Information Technology-
            $[THIS INFORMATION HAS BEEN REDACTED] per employee

      e)    Regulatory and Compliance Library-
            $[THIS INFORMATION HAS BEEN REDACTED] per employee

      f)    Craft Skills Library-
            $[THIS INFORMATION HAS BEEN REDACTED] per employee

      g)    On-line administrative support including: admissions, registration,
            payment services, transcriptions, and technical and content support
            and assistance- No Charge. In addition:

            i.    tech support will be offered through emai1, AND

            ii.   live tech support will be offered during normal business
                  hours, AND tech and content support required by clients will
                  be reduced through proper upfront training that will be
                  provided by Vivid Learning and its Marketing Partners,
                  including but not limited to WEDnet P A partners, MVM Inc.,
                  and DWC Inc.

      h)    Marketing services and support- All Direct Costs only

      i)    Marketing Partner Management, Training and support-
            % [THIS INFORMATION HAS BEEN REDACTED]of funded amount.

2.    Fee Schedule:

a.    Payment for the LMS and each library will be invoiced upon registration
      and is due within thirty (30) days of receipt of the invoice by the
      Foundation.

b.    Payment for Marketing Partner management, training and support will be
      invoiced and is due within thirty (30) days of receipt of the invoice by
      the Foundation.

c.    Payment for all other de1iverab1es will be invoiced upon registration and
      is due within thirty (30) days of receipt of the invoice by the
      Foundation.

d.    Invoices shall be submitted in a format specified by the Parties prior to
      execution of the Contract. Invoices shall be sent to:

Eric Farner
Director of Finance Operations
PA State System of Higher Education Foundation Inc.
2986 North Second Street
Harrisburg, PA 17101

F. Liability. Neither of the parties shall assume any liabilities to each other.
As to liability to each other or death to persons, or damages to property, the
parties do not waive any defense as a result of entering into this contract.

G. Amendments. This Contract represents the complete agreement between the
parties, superseding any other prior or contemporaneous oral or written
agreements. Any changes, corrections or additions to this Contract shall be in
writing in the form of a supplemental agreement signed by all necessary parties
and setting forth therein the proposed change, correction or addition.


                                                                    Page 4 of 17

<PAGE>

                                                     Contract #FOUNDATION 2004-1

H. Applicable Law. This Contract will be governed under the laws of the
Commonwealth of Pennsylvania.

I. Independent Contractor. In performing their respective duties and obligations
under this Contract, each Party will act as an independent contractor and not as
an employee or agent of the other Party. The relationship of the Parties to this
Contract and to each other shall not be construed to constitute a partnership,
joint venture or any other relationship, other than that of independent
contractors.

J. Termination of Contract. The Foundation has the right to terminate the
Contract for any of the following reasons:

      1) Termination for Convenience: If for any reason the Foundation is
dissatisfied with Vivid Learning products or services, the Foundation will
notify Vivid in writing of the specific reasons for their dissatisfaction.
Reasons for dissatisfaction shall be limited to the scope of the contract. Vivid
will have thirty (30) days to make corrections to the satisfaction of the
Foundation. The Foundation will then confirm, in writing, that these changes
have been made.

      If Vivid is unable to make the corrections as described above, the
Foundation will have the right to terminate the Contract at its convenience if
it determines termination to be in its best interest. The Foundation will
compensate Vivid for work satisfactorily completed prior to the effective date
of the termination, but in no event shall Vivid be entitled to recover lost
profits.

      2) Termination for Cause: The Foundation or Vivid shall have the right to
terminate the Contract upon written notice to the other Party for default as to
any of the terms contained in the Contract between the Parties or by law. Either
party shall have sixty (60) days to cure any areas of default upon receipt of
written notice.

L. Hold Harmless Provision: Both Vivid and the Foundation shall hold each other
harmless from and indemnify each other against any and all claims, demands and
actions based upon or arising out of any activities performed by either party
and its employees and agents under this Contract and shall defend any and all
actions brought against either party based upon any such claims or demands.

M. Taxes: The Foundation is exempt from all excised taxes imposed by the
Internal Revenue Service and has accordingly registered with the Internal
Revenue Service to make tax-free purchases under Registration No. 2374001-K. The
Foundation is also exempt from Pennsylvania state sales tax, local sales tax,
public transportation assistance taxes and fees and vehicle rental tax. The
Department of Revenue regulations provide that exemption certificates are not
required for sales made to government entities and none will be issued.


                                                                    Page 5 of 17

<PAGE>

                                                     Contract #FOUNDATION 2004-1

N. Severability. Should a court of competent jurisdiction or any legislative act
render any term of this Contract unlawful, then the parties shall give effect to
the balance of the Contract to the extent possible.

O. Integration. The Contract, including all referenced and/or attached
documents, constitutes the entire agreement between the parties. No agent,
representative, employee or officer of either the Foundation or Vivid has the
authority to make, or has made, any statement, agreement or representation, oral
or written, in connection with the Contract, which in any way can be deemed to
modify, add to and detract from, or otherwise change or alter its terms and
conditions. No negotiations between the parties, nor any custom or usage, shall
be permitted to modify or contradict any of the terms and conditions of the
Contract. No modifications, alterations, changes, or waivers to the Contract or
any of its terms shall be valid or binding unless accomplished by a written
amendment signed by both parties. All such amendments shall be made using the
appropriate Foundation form.

P. Key Personnel. There are key personnel within the Foundation and Vivid
Learning organizations that are critical to the success of the goals of each
organization. Changes to Key Personnel must be communicated between the parties.
Key Personnel are identified as:

For the Foundation

         Kim T. Coon, Executive Director
         PA State System of Higher
         Education FOUNDATION Inc.
         2986 North Second Street
         Harrisburg, PA l 711 0
         Telephone: (717) 720-4086
         Facsimile: (717) 720-7082

         Fred Baer, Director of Business Development
         PA State System of Higher
         Education Foundation Inc.
         2986 North Second Street
         Harrisburg, PA l 7110
         Telephone (717) 720-7063

         Brent Vernon, Business Development Specialist
         PA State System of Higher
         Education Foundation Inc.
         2986 North Second Street
         Harrisburg, Pa 17110
         Telephone (717) 720-4434


                                                                    Page 6 of 17
<PAGE>

                                                     Contract #FOUNDATION 2004-1

         Ed Vollbrecht, Director of Project Management
         PA State System of Higher
         Education Foundation Inc.
         2986 North Second Street
         Harrisburg, PA l 711 0
         Telephone (717) 720-4075

For Vivid Learning Systems, Inc
         Leroy Enger,
         Vice-President of Business Development
         Vivid Learning Systems Inc.
         2345 Stevens Dr.
         Richland, W A 99352
         Telephone: (509) 375-0600
         Facsimile: (509) 375-5349

         Rabindra Nanda,
         Director of Sales and Marketing
         Vivid Learning Systems, Inc.
         2345 Stevens Dr.
         Richland, W A 99352
         Telephone: (509) 375-0600
         Facsimile: (509) 375-5349

Q. Notices. All notices required or permitted or which the Parties may desire to
give under this Agreement shall be in writing, including facsimile copies, and
shall be deemed to have been delivered when delivered to the Party to whom it
was addressed or three (3) days after being deposited in the United States Mail
by certified or registered mail, return receipt requested, or by overnight
courier to the address of the other party which is set forth in this Agreement,
or to such other address as the Party shall designate in writing.

          If to Vivid, attention of:      Leroy Enger,
                                          Vice-President of Business Development
                                          Vivid Learning Systems, Inc.
                                          2345 Stevens Dr.
                                          Richland, W A 99352
                                          Telephone: (509) 375-0600
                                          Facsimile: (509) 375-5349

          With a copy to:                 Sandra I. Muller
                                          General Counsel
                                          Vivid Learning Systems, Inc.
                                          723 The Parkway
                                          Richland, W A 99352
                                          Telephone: (509) 943-5319
                                          Facsimile: (509) 943-5528


                                                                    Page 7 of 17
<PAGE>

                                                     Contract #FOUNDATION 2004-1

         If to FOUNDATION, attention of:    Kim T. Coon, Executive Director
                                            PA State System of Higher
                                            Education Foundation Inc.
                                            2986 North Second Street
                                            Harrisburg, PA 17110
                                            Telephone: (717) 720-4086
                                            Facsimile: (717) 720-7082

R. Assignments. This Agreement shall not be assigned without the express written
consent of the Parties, which consent will not be unreasonably withheld. Any
assignment made without the express written consent of the other Party shall not
relieve the Assignor of its duties and obligations under this Agreement
provided, however, the Foundation may assign this Agreement to any of the
Foundation's subsidiaries or affiliates. Vivid acknowledges that persons or
entities under contract or affiliated with the Foundation may perform certain
services under this Agreement and agrees to allow such services to be provided
upon written notice thereof. To the extent assignable, this Agreement shall be
binding upon, and inure to the benefit of the Parties hereto, and their
respective successors and assigns.

S. Notice of Waiver. No purported waiver by any Party of any default by another
Party of any term or provision contained herein shall be deemed to be a waiver
of such term or provision unless the waiver is in writing and signed by an
authorized representative of the waiving Party. No such waiver shall in any
event be deemed a waiver of any subsequent default under the same or any other
term or provision contained herein.

T. Force Majeure. Neither Party will incur any liability to the other if its
performance of any obligation under this Agreement is prevented or delayed by
causes beyond its control and without the fault or negligence of either Party.
Causes beyond a Party's control may include, but are not limited to, acts of God
or war, changes in controlling law, regulations, orders or the requirements of
any governmental entity, severe weather conditions, civil disorders, natural
disasters, fire, epidemics and quarantines, general strikes throughout the
trade, and freight embargoes.

      A Party shall notify the other Party orally within five (5) days and in
writing within fifteen (15) days of the date on which the Party becomes aware,
or should have reasonably become aware, that such causes would prevent or delay
its performance. Such notification shall (i) describe fully such cause(s) and
its effect on performance, (ii) state whether performance under the Agreement is
prevented or delayed, and (iii) if performance is delayed, state a reasonable
estimate of the duration of the delay. After receipt of such notification, the
Party receiving notification may elect either to cancel the Contract or to
extend the time for performance as reasonably necessary to compensate for the
other Party's delay.

U. Compliance with Law. The Parties shall comply with all applicable federal and
state laws and regulations and local ordinances in the performance of the
Agreement.


                                                                    Page 8 of 17
<PAGE>

                                                     Contract #FOUNDATION 2004-1

                   THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK


                                                                    Page 9 of 17
<PAGE>

                                                     Contract #FOUNDATION 2004-1

      IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed pursuant to due and legal action authorizing the same to be done the
date first written above.

FOR VIVID                                               FOR THE FOUNDATION:
/s/ [ILLEGIBLE]                                         /s/ Kim T. Coon
-----------------------------------                     ------------------------
Individual or Partner                                   Executive Director
(if Customer is an individual or partnership)

Title
/s/ [ILLEGIBLE]
-----------------------------------            APPROVED AS TO FORM AND LEGALITY:
|President| or Vice President of
 ---------
Corporate Customer                             /S/ MD Alcaro
(Cirle Title)                                  ---------------------------------
                                               FOUNDATION Legal Counsel

                                               /s/ Sandra Muller
                                               ---------------------------------
                                               Vivid Legal Counsel

/s/ Sandra Muller
-----------------------------------
|Secretary| or Treasurer of Corporate
 ---------
Customer
(Circle Title)

Note regarding signatures above. If
a corporation, two signatures are
required, one being the President
!l!. Vice President, the second
being the Secretary !l!. Treasurer.
Signatory authority of either
signature can be delegated provided
there is a certified Board
resolution presented with this
contract.

                                                                   Page 10 of 17
<PAGE>

                        STATE SYSTEM OF HIGHER EDUCATION
                                 FOUNDATION INC.

                     Contract Inquiry No. FOUNDATION 2004-1
                                    Exhibit 1
                                Statement of Work

Date: June 24, 2004

This Statement of Work is made pursuant to Contract #Foundation 2004-1 entered
into between the Foundation and Vivid and is incorporated therein by reference.

Vivid shall deliver the Application Service Provider programs and services set
forth in accordance with the terms and conditions stated in Contract #Foundation
2004-1.

1. Statement of Work and Description of Services

Overview

The Foundation has made a strategic decision to partner with an Application
Service Provider that has a proven track record in providing online programs and
services to the business community. This decision will position the Foundation
to more strategically apply resources and technology to better meet the needs of
various markets. As the Foundation moves to a new Application Service Provider
and begins to increase its presence in the online professional workforce
development market, a number of challenges must be addressed during this
transition and growth period, including;

      o     Reducing costs and increasing profit margins
      o     Meeting current and future learning technology needs of the business
            community
      o     Providing content that meets business objectives and that are tied
            to strategic goals
      o     Alignment of processes around client goals
      o     Monitoring and reporting performance
      o     Delivery and tracking of all training resources
      o     Marketing support to meet revenue objectives

Background

Vivid Learning Systems, Inc. has been providing content and technology solutions
to the Foundation for approximately two years. Vivid Learning has also provided
professional consulting and marketing services during this time. As a true
partner, Vivid Learning has developed a thorough understanding of the challenges
being faced by the Foundation. This proposal will present specifications that
should be considered as the Foundation develops, and implements technology for
accomplishing its mission.


                                                                   Page 11 of 17

<PAGE>

                                                     Contract #FOUNDATION 2004-1

Specifications

    Provide a full featured Learning Management Svstem (LMS) that improves speed
    and effectiveness of the training process, improves communication among
    employees, and improves retention. At a minimum the LMS should have or will
    have the following features:

1.    Activity Management
      A.    instructor-led training
      B.    online training
      C.    resources
      D.    mentoring activities

2.    Curriculum Management
      A.    create curriculum maps for individuals
      B.    create curriculum maps for groups
      C     match curriculum to learning objectives
      D.    match curriculum to certification goals

3.    Scheduling and Registration
      A.    online registration
      B.    batch or individual registration
      C.    automated approval process
      D.    wait listing
      E.    class status
      F.    manage grant reimbursement, budgeting and invoicing

4.    Level I & Level II Evaluation
      A.    allow administrators to build, assign and administer course
            evaluations
      B.    allow administrators to build and deliver pre and post tests
      C.    reporting feature that allows for measurement of skill acquisition
            between pre and post test

5.    Facility & Instructor Management*
      A.    view and schedule facilities
      B.    locate facilities based on specific requirements
      C.    certify qualified instructors by course
      D.    certify qualified instructors by geography

6.    Learning Content Management System *
      A.    Allows client built courseware to be imported into the LMS
      B.    Provide authoring tool


                                                                   Page 12 of 17
<PAGE>

                                                     Contract #FOUNDATION 2004-1

*Provide a Performance Manazement Svstem (PMSys) that provides tools for
monitoring performance and supports the achievement of corporate and individual
goals. At a minimum the PMSys should have or will have the following features:

1.    Level 3 Assessment
      A.    360 Feedback
      B.    assign internal and external raters
      C.    schedule assessments
      D.    report assessment data

2.    Development Plans
      A.    automate employee development plans
      B.    develop
      C.    track
      D.    evaluate

3.    Employee Appraisals
      A.    identify goals, objectives, and action items
      B.    approve goals and provide ongoing feedback
      C.    track progress against goals
      D.    evaluate and weight each goal

4.    Compensation & Recognition
      A.    recommend pay increases based on performance scores
      B.    assist management with appropriate compensation decisions

5.    Mentoring & Coaching
      A.    provide advice to employees
      B.    submit goal feedback
      C.    save communication with date/time stamp

6.    Career Planning
      A.    establish typical career paths
      B.    set and track career goals
      C.    create career development plans

*Provide a Talent Management Svstem (TMS) that deploys the right talent at the
right time by aligning recruiting and succession planning with business goals.
At a minimum the TMS should have the following features:

1.    Job Requisitioning A. manage position requirements
      B.    manage minimum qualifications
      C.    create internal job requisitions
      D.    create external job requisitions


                                                                   Page 13 of 17
<PAGE>

                                                     Contract #FOUNDATION 2004-1

2.    Internal & External Sourcing
      A.    post openings to career sites
      B.    allow candidates to apply online
      C.    automatically match candidates to openings

3.    Screening & Interviewing
      A.    build, administer, and score screening assessments
      B.    create behavioral interview guides
      C.    record notes
      D.    evaluate candidates responses

4.    Tracking & Hiring
      A.    automate reference checking
      B.    create and automate job offer letters
      C.    create new hire development plans

*Provide an Organizational Development Svstem (ODS) that aligns people and
processes around corporate goals. At a minimum the ODS should have the following
features:

1.    Organizational Goals
      A.    manage corporate, department, functional and team goals
      B.    enable linkage of goals up and down the organization

2.    Human Capitol Process Management
      A.    link tasks to positions
      B.    analyze business from a process perspective
      C.    workforce planning

3.    Position Management- Skill Gap Analysis
      A.    create comprehensive job requirements
      B.    link competencies, skills, and behaviors to jobs
      C.    match employee talent against job requirements

4.    Competency Management
      A.    report individual competency strength and weaknesses
      B.    report organizational competency strength and weaknesses
      C.    recommend development activities

Provide technology and technology support that will instill the highest level of
confidence in all clients, including:

1.    Servers
2.    Back up systems
3.    Hosting

                                                                   Page 14 of 17
<PAGE>

                                                     Contract #FOUNDATION 2004-1

      a.    PLATO Learning Inc.-Content and Plato Web Learning Network
      b.    Third Party Content
      c.    Rosetta Stone (English as a Second Language) Student Management
            System
4.    Tech Support
5.    Technology consulting

Provide comprehensive content that will increase competitiveness of PA business
by improving employee and organizational skills, including:

1.    Regulatory and Compliance Library
2.    IT Library
3.    Desktop Library
4.    Business Professional Skills Library
5.    Business Management Library
6.    Craft Skills Library

Provide customer support that enables clients to use technology effectively and
efficiently through:

1.    email tech support
2.    call in tech support
3.    consolidated service desk
4.    initial product training
5.    follow-up product training

Provide marketing and sales support that ensures a growing client base and the
highest level of utilization through:

1.    team building
2.    online meetings
3.    presentations
4.    setting and meeting Foundation revenue goals
5.    direct and indirect marketing activities (direct mail, trade shows, print
      advertising)

Provide flexibility of pricing to meet the Foundations revenue objectives by
offering the following options.

1.    price each module separately
2.    price content and performance management system separately
3.    add performance management system cost to the cost of content

* All data will be collected and entered into the system tools by Foundation
administrators or the Foundation's client unless otherwise agreed to by the
parties.

                                                                   Page 15 of 17
<PAGE>

                                                     Contract #FOUNDATION 2004-1

2.    Summary Deliverables and Timetable - Deliverables and timetables are
      subject to change based upon mutual agreement of the parties.

July 1st - initial launch of online offering
August 1st - complete Partner training plan and training timeline
August 15th - complete transition plan
August 18th - begin Partner training
November 15th - Partner training completed
December 15th - Transition completed
December 17th - Statewide launch

3. Fees

    Learning Management System-                     $[THIS INFORMATION HAS BEEN
                                                      REDACTED] per employee

    ICDL Library                                    $[THIS INFORMATION HAS BEEN
                                                      REDACTED] per employee

    Professional Development Library-               $[THIS INFORMATION HAS BEEN
                                                      REDACTED] per employee

    Desktop Computing and Infonnation Technology-   $[THIS INFORMATION HAS BEEN
                                                      REDACTED] per employee

    Regulatory and Compliance Library-              $[THIS INFORMATION HAS BEEN
                                                      REDACTED] per employee

    Craft Skills Library   -                        $[THIS INFORMATION HAS BEEN
                                                      REDACTED] per employee

    On-line administrative support
      including :admissions, registration,
      payment services, transcriptions, and
      technical and content support and assistance-    No Charge In addition:

      iv.   tech support will be offered through email, AND
      v.    live tech support will be offered during normal business hours, AND
      vi.   tech and content support required by clients will be reduced through
            proper up front training that will be provided by Vivid Learning and
            its Marketing Partners, including but not limited to WEDnet P A
            partners, MVM Inc., and DWC Inc.

Marketing services and support-                            All Direct Costs only
Marketing Partner Management, Training and support   [THIS INFORMATION HAS BEEN
                                                      REDACTED]
                                                      % of funded amount.

4.    Fee Schedule:

a.    Payment for the LMS and each library will be invoiced upon registration
      and is due within thirty (30) days of receipt of the invoice by the
      Foundation.
b.    Payment for Marketing Partner management, training and support will be
      invoiced and is due within thirty (30) days of receipt of the invoice by
      the Foundation.
c.    Payment for all other deliverables will be invoiced upon registration and
      is due within thirty (30) days of receipt of the invoice by the
      Foundation.
d.    Invoices shall be submitted in a format specified by the Parties prior to
      execution of the Contract. Invoices shall be sent to:

                                                                   Page 16 of 17
<PAGE>

                                                     Contract #FOUNDATION 2004-1

Eric Farner
Director of Finance Operations
PA State System of Higher Education Foundation Inc. 2986 North Second Street
Harrisburg, PAl 71 0 1

Authorization to Proceed

      Delivery of above Statement of Work by VIVID cannot occur until written
      authorization is received from the FOUNDATION. The signature below
      represents Foundation's approval for VIVID to commence work on these
      services as currently defined, with an agreement to pay all fees incurred
      as detailed selected in this document.

VIVID

By: /s/ Kevin Smith
Printed Name: Kevin Smith
Title: CEO
Date: June 24, 2004


By:
   /s/ Kim T. Coon
   --------------------------------

Date: June 24, 2004


                                                                   Page 17 of 17