723 THE PARKWAY BUILDING LEASE

This Lease Agreement (this "Lease") is made effective as of October 1, 2002 by
and between The Parkway Building, Limited Liability Company ("Company"), and
Nuvotec, Inc. ("Nuvotec"). The parties agree as follows:


1.    PREMISES. The Company, in consideration of the lease payments provided in
      this Lease, leases to Nuvotec, office space as follows: 10,000 square feet
      (approximate) in the building located at 723 The Parkway, Richland,
      Washington 99352, including the attached list of furniture and equipment.

2.    TERM. The lease term will begin on October 1, 2002 and continue for a
      period of three (3) years, thus ending on September 30, 2005. The term may
      be extended by mutual written agreement of the parties.

3.    LEASE PAYMENTS. Commencing October 1, 2002, Nuvotec shall pay to the
      Company, in advance on the first day of each month during the term of the
      Lease, as rental for the Premises, the sum of Twelve Thousand Eight
      Hundred Twenty-five Dollars (12,865.00).

      Lease payments shall be made to the Company at: 303 Columbia Point Drive,
      Richland, Washington 99352, or at such other address as may be changed
      from time to time by the Company. If Nuvotec fails to make any rent
      payment within ten (10) days of receipt of written notice, Nuvotec shall
      pay a late payment fee of One Hundred Dollars ($100.00). Any payments
      which Nuvotec must make to the Company under the terms of this agreement
      which are not made within ten (10) days of receipt of written notice shall
      carry interest on the unpaid amount at the rate of eighteen percent (18%)
      or the legal maximum rate, whichever is lower, per annum from the date due
      until paid. Nuvotec shall be charged Twenty-five Dollars ($25.00) for each
      check that is returned to the Company for lack of sufficient funds.

4.    USE OF PREMISES. Nuvotec may use the Premises only for business offices.
      The Premises may be used for any other purpose only with the prior written
      consent of the Company. Nuvotec shall notify the Company of any
      anticipated extended absence from the Premises not later than the first
      day of the extended absence.

5.    MAINTENANCE. Nuvotec shall have the responsibility to maintain the
      Premises in a neat, clean, and sanitary manner at all times. The Company
      shall be responsible for all maintenance expenses associated with the
      Premises. Any required capital improvements to the Premises shall be the
      responsibility of the Company.


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6.    UTILITIES AND SERVICES. The Company shall be responsible for providing
      janitorial, electrical, water, refuse removal, and sewer utility services
      in connection with the Premises.

7.    PARKING. Nuvotec shall be entitled to use the parking on the west side of
      the Building in which the Premises are situated in common with other
      tenants of the Building. Parking is also available in what is referred to
      as the Jadwin lot, said parking lot located to the north of the Premises
      just off Knight Street.

8.    ALTERATIONS. Nuvotec may make improvements to the Premises after having
      first obtained the written approval of the Company, said approval not to
      be unreasonably withheld or delayed. The cost of the improvements shall be
      paid entirely by Nuvotec. Further, Nuvotec shall hold the Company harmless
      from any cost or expense arising from the construction or installation of
      the improvements.

      Any improvements or alterations shall comply with all applicable laws,
      regulations, codes, and deed restrictions. Any structural improvements or
      additions made to the Premises by Nuvotec during the term of this Lease
      shall become the property of the Company unless at the time the Company
      approves the improvement or addition the Company advises Nuvotec that the
      improvement or addition must be removed at the end of the term and the
      Premises resorted to the condition it was in prior to the construction of
      the addition or improvement.

      All improvements shall be constructed in good and workmanlike fashion. No
      alterations or improvements will be allowed which will adversely affect
      the value or utility of the Premises.

9.    SIGNS. Nuvotec, at its expense, may install signs on the Premises.

10.   PROPERTY INSURANCE. The Company and Nuvotec shall each be responsible to
      maintain appropriate insurance for their respective interests in the
      Premises and property located on the Premises. Nuvotec shall name the
      Company as an additional insured on its liability policy.

11.   INDEMNITY REGARDING USE OF PREMISES. Nuvotec agrees to indemnify, hold
      harmless, and defend the Company from and against any and all losses,
      claims, liabilities, and expenses, including reasonable attorney fees, if
      any, which the Company may suffer or incur in connection with Nuvotec's
      use of the Premises.

12.   DANGEROUS MATERIALS. Nuvotec shall not keep or have on the Premises any
      article or thing of a dangerous, inflammable, or explosive character that
      might substantially increase the danger of fire on the Premises, or that
      might be considered hazardous by a responsible insurance company,
      including but not limited to any hazardous substance as defined by State
      or Federal laws or regulations governing environmentally hazardous
      materials, unless the prior written consent of the Company is obtained and
      proof of adequate insurance protection is provided by Nuvotec to Company.


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13.   TAXES. Taxes attributable to the Premises or the use of the Premises shall
      be as follows:

      Real Estate Taxes - The Company shall pay all real estate taxes and
      assessments for the Premises.

      Personal Taxes - Nuvotec shall pay all personal taxes and any other
      charges which may be levied against the Premises and which are
      attributable to Nuvotec's use of the Premises.

14.   MECHANICS LIENS. Neither Nuvotec nor anyone claiming through Nuvotec shall
      have the right to file mechanics liens or any other kind of lien on the
      Premises and the filing of this Lease constitutes notice that such liens
      are invalid. Further, Nuvotec agrees to give actual advance notice to any
      contractors, subcontractors, or suppliers of goods, labor, or services
      that such liens will not be valid.

15.   DEFAULTS. Nuvotec shall be in default of this Lease if Nuvotec fails to
      fulfill any lease obligation or term by which Nuvotec is bound. Subject to
      any governing provisions of law to the contrary, if Nuvotec fails to cure
      any financial obligation within ten (10) days (or any other obligation
      within thirty (30) days) after written notice of such default is provided
      by the Company to Nuvotec, the Company may take possession of the Premises
      without further notice, and without prejudicing the Company's rights to
      damages. In the alternative, the Company may elect to cure any default and
      the cost of such action shall be added to Nuvotec's financial obligations
      under this Lease. Nuvotec shall pay all costs, damages, and expenses
      suffered by the Company by reason of Nuvotec's defaults.

16.   DISPUTES. Any dispute and/or claim related to this Lease, which the
      parties cannot settle by mutual agreement, may be resolved through an
      appropriate Administrative Disputes Resolution (ADR) or legal proceeding.
      As a condition precedent to a legal proceeding by a court of competent
      jurisdiction, the dispute and/or claim must be submitted first to
      mediation. Pending resolution of any dispute and/or claim, the parties
      shall proceed diligently with the performance of this Lease.

17.   JURISDICTION. This Lease shall be governed by and construed in accordance
      with the laws of the State of Washington and any action brought to enforce
      any provision or obligation hereunder shall be brought in a court of
      competent jurisdiction in Benton County, Washington.


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18.   ATTORNEY'S FEES. If either party brings any action or proceeding to
      enforce, protect, or establish any right or remedy under this Lease, the
      prevailing party shall be entitled to recover reasonable attorneys' fees
      and costs from the non-prevailing party. Mediation is an action or
      proceeding for the purpose of this provision. The "prevailing party" means
      the party determined by the court or mediator to most nearly have
      prevailed.

19.   ASSIGNABILITY/SUBLETTING. Nuvotec may not assign or sublease any interest
      in the Premises without the prior written consent of the Company, said
      consent not to be unreasonably withheld. The sublease to PAC is hereby
      considered to be approved.

20.   NOTICE. Notices under this Lease shall not be deemed valid unless given or
      served in writing and forwarded by mail, postage prepaid, addressed as
      follows:

      THE COMPANY:

      The Parkway Building, Limited Liability Company
      121 Fairwood Court
      Richland, WA 99352


      NUVOTEC:

      Nuvotec, Inc.
      723 The Parkway, Suite 200
      Richland, WA 99352

      Such addresses may be changed from time to time by either party by
      providing notice as set forth above.

19.   DAMAGE BY FIRE OR OTHER CASUALTY. If the Premises are destroyed by fire or
      other casualty, this lease will immediately terminate. In case of partial
      destruction or damage, so as to render the Premises untenantable, as
      determined by Nuvotec, Nuvotec may terminate the lease by giving written
      notice to the Company within fifteen (15) calendar days thereafter; if so
      terminated, no rent shall accrue to the Company after such partial
      destruction or damage; and if not so terminated, the rent will be reduced
      proportionately by supplemental agreement hereto effective from the date
      of such partial destruction or damage.

20.   ENTIRE AGREEMENT/AMENDMENT. This Lease Agreement contains the entire
      agreement of the parties and there are no other promises or conditions in
      any other agreement whether oral or written. This Lease may be modified or
      amended in writing, if the writing is signed by the party obligated under
      the amendment.


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21.   SEVERABILITY. If any portion of this Lease shall be held to be invalid or
      unenforceable for any reason, the remaining provisions shall continue to
      be valid and enforceable. If a court finds that any provision of this
      Lease is invalid or unenforceable, but that by limiting such provision, it
      would become valid and enforceable, then such provision shall be deemed to
      be written, construed, and enforced as so limited.

22.   WAIVER. The failure of either party to enforce any provisions of this
      Lease shall not be construed as a waiver or limitation of that party's
      right to subsequently enforce and compel strict compliance with every
      provision of this Lease.

23.   CUMULATIVE RIGHTS. The rights of the parties under this Lease are
      cumulative and shall not be construed as exclusive unless otherwise
      required by law.

24.   GOVERNING LAW. This Lease shall be construed in accordance with the laws
      of the State of Washington.


THE COMPANY:

         The Parkway Building, Limited Liability Company



         /s/ Robert L. Ferguson                                        10/01/02
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         Robert L. Ferguson, A Member                                    Date



NUVOTEC:

         Nuvotec, Inc.


         /s/ Ronald B. Melton                                          10/01/02
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         Ronald B. Melton, President & COO                               Date


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EXHIBIT A

LIST OF FURNITURE AND EQUIPMENT INCLUDED WITH LEASE

None.

[NOTE: The furniture and equipment on the premises of 5710 Bedford Street,
Pasco, Washington as of May 1, 2004 were sold to Vivid Learning Systems, Inc. as
part of the share exchange agreement between Vivid Learning Systems, Inc. and
ImageWorks Media Group, Inc.]


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