Exhibit
        10.13

       

      GENERAL
        CONVEYANCE, BILL OF SALE AND ASSIGNMENT AGREEMENT

       

      GENERAL
        CONVEYANCE, BILL OF SALE AND ASSIGNMENT AGREEMENT (the "Bill of Sale"), dated
        March 14, 2005, between VIVID LEARNING SYSTEMS, Inc. (“Purchaser”), a Delaware
        corporation, and TRUEACTIVE SOFTWARE, Inc., a Washington corporation ("Seller").
        

       

      WHEREAS,
        Purchaser and Seller are parties to a certain framework agreement, the ASSET
        PURCHASE AGREEMENT dated March 14, 2005 (the "Framework Agreement"), pursuant
        to
        which, among other things, Seller agreed to sell and transfer, and Purchaser
        agreed to purchase and accept, certain assets of Seller; and

       

      WHEREAS,
        it is a condition to the Closing of the Framework Agreement that Seller enters
        into this Bill of Sale to sell to the Purchaser the Transferred Assets (as
        hereinafter defined);

       

      NOW,
        THEREFORE, in exchange for the consideration to be provided by the Purchaser
        outlined in Section 2.1 of the Framework Agreement and in further consideration
        of the mutual covenants and agreements contained in the Framework Agreement,
        the
        receipt and sufficiency of which are hereby acknowledged, Seller hereby
        covenants and agrees as follows:

       

      
        	1.  	
                Transferred
                  Assets.
                  For value both received and anticipated, the sufficiency of which
                  are
                  hereby acknowledged, Seller sells, conveys, assigns, transfers
                  and
                  delivers to the Purchaser, and Purchaser hereby accepts, all of
                  its right,
                  title and interest and benefit in and to the following assets
                  (collectively, the "Transferred Assets"):


              


      

       

      
        	a.  	
                the
                  assets delineated in Schedule A, to include one receivable (also
                  included
                  in Exhibit A of the Framework Agreement);


              


      

       

      
        	b.  	
                the
                  Assignment of Trademarks set forth in Schedule B;
                  and

              


      

       

      
        	c.  	
                the
                  Assignment of Copyright set forth in Schedule C.
                  

              


      

       

      TO
        HAVE
        AND TO HOLD, all and singular, for its own use forever, the Transferred Assets
        hereby sold, assigned, transferred, conveyed and delivered, or intended so
        to
        be, unto Purchaser, its successors and assigns forever.

       

      
        	1.  	
                Excluded
                  Assets.
                  Seller shall not be deemed to have sold pursuant to this Bill of
                  Sale any
                  assets other than the Transferred Assets.


              


      

       

      
        	2.  	
                Relationship
                  with the Framework Agreement.
                  This Bill of Sale is intended to evidence the consummation of the
                  transactions contemplated by the Framework Agreement. This Bill
                  of Sale is
                  made without representation or warranty except as provided in and
                  by the
                  Framework Agreement. This Bill of Sale is in all respects subject
                  to the
                  provisions of the Framework Agreement and is not intended in any
                  way to
                  supersede, limit or qualify any provision of the Framework
                  Agreement.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	3.  	
                Sale
                  of Assets As Is.
                  This sale of assets is made AS IS and WITH ALL FAULTS. Furthermore,
                  Purchaser acknowledges that there are no warranties, express or
                  implied
                  (including no warranty of merchantability or fitness for a particular
                  purpose), made by seller accompanying this transaction. 

              


      

       

      
        	4.  	
                Payment
                  of Taxes.
                  Purchaser acknowledges its obligation for the payment of all taxes
                  arising
                  out of this transaction and agrees to indemnify and hold Seller
                  harmless
                  from any claim, demand or cause of action by any state or other
                  governmental entity for same.

              


      

       

      
        	5.  	
                Further
                  Assurances.
                  Each party hereby agrees on demand to make, execute, acknowledge
                  and
                  deliver any and all further documents and instruments, and to do
                  and cause
                  to be done all such further acts, reasonably requested by the other
                  party
                  to evidence and/or in any manner to perfect the transfer and assignment
                  to
                  Purchaser of the Transferred Assets contemplated hereby. Subject
                  to
                  Section 1.1 of the Framework Agreement, Purchaser is hereby granted
                  the
                  irrevocable right and authority to collect for its own account
                  the
                  Interactive, Inc. receivable and other items included in the Transferred
                  Assets and to endorse any checks received solely on account of
                  said
                  Receivable. 

              


      

       

      
        	6.  	
                Successors.
                  This Bill of Sale shall inure to the benefit of and is binding
                  upon the
                  respective successors and assigns of Seller and Purchaser.
                  

              


      

       

      
        	7.  	
                Governing
                  Law.
                  This Bill of Sale shall be governed by the laws of the State of
                  Washington
                  without giving effect to its conflict of laws principles.
                  

              


      

       

      
        	8.  	
                Dispute
                  Resolution.
                  Any dispute as to matters relating to this Bill of Sale shall be
                  resolved
                  in accordance with the arbitration procedures set forth in the
                  Framework
                  Agreement. 

              


      

       

      IN
        WITNESS WHEREOF, the parties have signed this Bill of Sale effective as of
        the
        date first written above.

       

      VIVID
        LEARNING SYSTEMS, INC.

       

      By: /s/Kevin
        A. Smith

         Kevin
        A.
        Smith

         Chief
        Executive
        Officer

       

      


      TRUEACTIVE
        SOFTWARE, INC. 

      


      


      By: /s/Richard
        E. Eaton

       
Richard
        E. Eaton

        President

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Schedule
        A -- Asset List

      


      
        
          
            	1.      
                    	
                    Complete
                      source code and supporting files for the latest version of
                      TrueActive
                      Monitor

                  


          

        

      

      Note:
        TrueActive Monitor is currently sold in 3 license configurations: a 100-day
        license, a standard single-user, non-expiring license, and a network starter
        +
        clients, non-expiring license. The configurations are set using a license
        number. This source code is sold “as is.”

       

      
        
          
            	2.      
                    	
                    Complete
                      source code and supporting files for the last version of WinWhatWhere,
                      a/k/a WinWhatWhere
                      Investigator

                  


          

        

      

      Note:
        This
        source code is sold “as is.”


      
        
           

          
            
              
                	3.      
                        	
                        
                          Copyright
                            for WinWhatWhere dated 3/8/1993 issued to Basic Systems
                            Inc (original name
                            of TrueActive Software Inc.) SEE
                            Schedule C - Assignment of
                            Copyright

                        

                      


              

            

          

        

         

      

      
        
          	4.      
                  	
                  
                    Registered
                      Trademarks  SEE
                      Schedule B - Assignment of
                      Trademarks

                  

                


        

      

      WinWhatWhere,
        registered 6/11/02

      WinWhatWhere
        Investigator, registered 2/26/02

      Note:
        Section
        8 of the Trademark Act requires the filing of an Affidavit of Continued Use
        prior to the end of the sixth year following the date of
        registration.

      


      
        
          	5.      
                  	
                  Unregistered
                    Trademarks

                


        

      

      TrueActive

      TrueActive

      TrueActive
        Software

      TrueActive
        Monitor

      


      
        	6.      
                	
                Web
                  site addresses www.trueactive.com
                  and www.winwhatwhere.com

              


      

      


      
        	7.      
                	
                All
                  web site content

              


      

      


      
        	8.      
                	
                Complete
                  customer database

              


      

      


      
        	9.      
                	
                Complete
                  evaluation license list (sales
                  leads)

              


      

      


      
        	10.    	
                Current
                  qualified sales opportunities list

              


      

      


      
        	11.    	
                One
                  current account receivable:

              


      

      Interactive,
        Inc., Huntington, NY - Contact: Dale Mann Balance Due: $10,825

      


      
        	12.    	
                All
                  inventory of software packaging

              


      

      TrueActive
        Software CD Jackets, approx. 320

      WinWhatWhere
        Investigator CD Case Inserts

      CDs,
        approx. 400

      


      
        	
                13.

              	
                Marketing
                  materials for TrueActive and WinWhatWhere, including folders and
                  article
                  reprints

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      Schedule
        B -- Trademark Registration

       

      ASSIGNMENT
        OF TRADEMARKS

      


      KNOW
        ALL
        BY THESE PRESENTS that TRUEACTIVE SOFTWARE, Inc. a Washington corporation,
        (hereinafter "Assignor"), in exchange for good and valuable consideration,
        the
        receipt and sufficiency of which are hereby acknowledged, hereby sells, assigns
        and transfers to VIVID LEARNING SYSTEMS, Inc., a Delaware corporation,
        (hereinafter "Assignee"), its successors and assigns, all of Assignor's right,
        title and interest in and to all trademarks, trademark registrations, trademark
        applications and trademark interests of every kind and nature, and any and
        all
        renewals and extensions thereof that may be secured under all laws now or
        hereafter in force, together with the business and the goodwill of the business
        symbolized by such trademarks, and any and all causes of action heretofore
        accrued in the Assignor's favor for infringement of such trademarks, trademark
        registrations and trademark interests, which are owned, possessed and controlled
        by Assignor, including, without limitation, the trademarks listed on Schedule
        A
        attached hereto and made a part hereof, throughout the United States, its
        territories and possessions, and in all such other countries, if any, throughout
        the world wherein Assignor owns, possesses or controls the rights herein
        being
        transferred to Assignee, to the full extent of such rights.

      


      IN
        WITNESS WHEREOF, the Assignor has caused this Assignment of Trademarks
        to be signed in its corporate name by its duly authorized officers this
        14th
        day of March, 2005.

      


      


       TRUEACTIVE
        SOFTWARE, INC. 

      


      


      By: /s/Richard
        E. Eaton

         Richard
        E.
        Eaton

         President

       

       

      Trademark
        Registrations:

      


      WinWhatWhere,
        registered 6/11/02

      WinWhatWhere
        Investigator, registered 2/26/02

      Note:
        Section 8 of the Trademark Act requires the filing of an Affidavit of Continued
        Use prior to the end of the sixth year following the date of
        registration 

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


      Schedule
        C -- Copyrights

      


         ASSIGNMENT
        OF COPYRIGHT

      


      KNOW
        ALL
        BY THESE PRESENTS that TRUEACTIVE SOFTWARE, Inc., a Washington corporation
        (hereinafter "Assignor"), in exchange for good and valuable consideration,
        the
        sufficiency of which are hereby acknowledged, hereby sells, assigns and
        transfers to VIVID LEARNING SYSTEMS, Inc., a Delaware corporation (hereinafter
        "Assignee"), its successors and assigns, all of Assignor's right, title and
        interest
        in and to all copyrights, copyright registrations and copyright interests
        of
        every kind and nature, and any and all renewals and extensions thereof that
        may
        be secured under all laws now or hereafter in force, and any and all causes
        of
        action heretofore accrued in the Assignor's favor for infringement of such
        copyrights, copyright registrations and copyright interests, which are owned,
        possessed and controlled by Assignor, including, without limitation, the
        copyrights listed on Schedule A attached hereto and made a part hereof,
        throughout the United States, its territories and possessions, and in all
        such
        other countries, if any, throughout the world wherein Assignor owns, possesses
        or controls the rights herein being transferred to Assignee, to the full
        extent
        of such rights.

      


      IN
        WITNESS WHEREOF, the Assignor has caused this Assignment of Copyrights to
        be
        signed in its corporate name by its duly authorized officers this 14th day
        of
        March 2005.

      


      


       TRUEACTIVE
        SOFTWARE, INC. 

      


      


      By: /s/Richard
        E. Eaton

         Richard
        E.
        Eaton

         President

      


       

      Copyright
        Applications:

      


      WinWhatWhere
        dated 03/08/1993 issued to Basic Systems, Inc. (the original name of TrueActive
        Software, Inc.

      


      
        
          
          

        

        
          5