Exhibit
      10.16

    


    AGREEMENT

    


    THIS
      AGREEMENT, made and entered into this First day of October 2005, by and between
      Nuvotec USA,
      Inc.
      (hereinafter “Nuvotec USA”),
      and
      Vivid Learning Systems, Inc. (hereinafter “Vivid”).

     

    WHEREAS,
      Nuvotec USA
      is the
      holder of eighty percent (80%) of Vivid and as such as consolidated
      financials;

    


    WHEREAS,
      the Nuvotec, Inc. banking relationship with Key Bank is being transferred over
      to Nuvotec USA,
      said
      banking relationship with Key Bank for various purposes including the
      administration of a line of credit;

    


    WHEREAS,
      Nuvotec USA
      intends
      to provide Vivid funding based on said line of credit;

    


    NOW,
      THEREFORE, in consideration of the mutual promises hereinafter contained, the
      parties hereto agree as follows:

    


    
      	
              1.

            	
              It
                is acknowledged by the parties that Vivid will receive funding from
                Nuvotec USA
                based
                on said line of credit and in return Vivid shall operate within the
                terms
                of the Key Bank-Nuvotec USA
                line of credit.

            


    

    


    
      	
              2.

            	
              The
                Key Bank-Nuvotec USA
                line
                of credit documentation and all terms and conditions thereto are
                hereby
                incorporated by reference.

            


    

    


    
      	
              3.

            	
              Vivid
                shall pay Nuvotec USA
                interest
                at the rate as noted in the Key Bank-Nuvotec USA
                line
                of credit agreement. In all instances, Vivid shall make best efforts
                to
                pay-down outstanding line of credit balances in as aggressive manner
                as
                cash flow permits.

            


    

    


    
      	
              4.

            	
              This
                Agreement shall not be amended, modified, or extended, nor shall
                any
                waiver of any right hereunder be effective unless set forth in a
                document
                executed by the parties.

            


    

    


    
      	
              5.

            	
              This
                Agreement contains all of the agreements, representations, and
                understandings of the parties hereto and supersedes and replaces
                any and
                all previous understandings, commitments, or agreements, oral or
                written,
                related to the Nuvotec USA
                line
                of credit.

            


    

    


    
      	
              6.

            	
              If
                any part, term, or provision of this Agreement shall be held void,
                illegal, unenforceable, or in conflict with any law of a federal,
                state,
                or local government having jurisdiction over this Agreement, the
                validity
                of the remaining portions of provisions shall not be affected
                thereby.

            


    

    


    
      	
              7.

            	
              This
                Agreement shall be enforced and interpreted under the laws of the
                State of
                Washington.

            


    

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      in
      duplicate, each of which shall be considered an original, as of the day and
      year
      first written above.

     

    
      	 	 	 	 
	NUVOTEC
USA,
              INC.	 	 	VIVID
              LEARNING
              SYSTEMS, INC.
	 	 	 	 
	/s/ Robert
              L.
              Ferguson	 	 	/s/ Christopher
              L. Britton
	
              
                

              

              Robert L. Ferguson

              Chairman & CEO

            	 	 	
              
                

              

              Christopher L. Britton

              CEO