LOCK UP AGREEMENT

      This Lock Up Agreement  (the  "Agreement")  is entered into as of February
16,  2004,  by and between the  individual  (the  "Shareholder")  whose name and
address appears at the end of this Agreement and Vivid Learning Systems, Inc., a
Delaware corporation (the "Company").

      WHEREAS,  the Company has agreed to issue to the Shareholder the number of
shares of its  common  stock  that  appears  at the end of this  Agreement  (the
"Shares") pursuant to a Subscription  Agreement (the  "Subscription  Agreement")
between the Company and the Shareholder.

      WHEREAS,  the  Shareholder  has  agreed  to  certain  restrictions  on the
transfer of the Shares.

      NOW, THEREFORE, the parties hereto agree as follows:

      1. LOCK UP. For the period  commencing  on the date of this  Agreement and
ending on the date  occurring  one (1) year  after  the date that the  Company's
initial registration statement for the offering of the Company's common stock is
declared  effective by the Securities & Exchange  Commission,  Shareholder shall
not (a) sell, transfer, assign,  hypothecate, or pledge any of the Shares or (b)
enter into any agreement,  hedging transaction, or short sale that transfers the
economic  consequences  of ownership of the Shares  (collectively,  the "Lock Up
Restriction").  The Lock Up  Restriction  is in addition to any  restriction  on
transfer  imposed under the Securities Act of 1933, as amended.  The certificate
for the Shares  will bear a legend  referring  to the Lock Up  Restriction.  The
Company will make a notation on its transfer books and advise its transfer agent
of the Lock Up Restriction.

      2. GENERAL.

            (a)  ENTIRE  AGREEMENT.   This  Agreement   constitutes  the  entire
agreement among the parties and supersedes any prior understandings, agreements,
or representations by or among the parties.

            (b) SUCCESSION AND ASSIGNMENT.  This Agreement shall be binding upon
and inure to the  benefit  of the  parties  named  herein  and their  respective
successors and permitted assigns.

            (c)  COUNTERPARTS  AND FACSIMILE  SIGNATURE.  This  Agreement may be
executed in two or more counterparts,  each of which shall be deemed an original
but all of which together shall  constitute  one and the same  instrument.  This
Agreement may be executed by facsimile signature.

            (d) HEADINGS.  The section headings  contained in this Agreement are
inserted  for  convenience  only and shall not affect in any way the  meaning or
interpretation of this Agreement.

            (e) NOTICES.  All notices,  instructions,  and other  communications
hereunder shall be in writing. Any notice,  instruction,  or other communication
hereunder  shall be deemed duly delivered four business days after it is sent by
registered or certified mail, return receipt requested,  postage prepaid, or one
business  day after it is sent for next  business  day  delivery via a reputable
nationwide  overnight courier service, in each case to the intended recipient as
set forth below:

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If to Shareholder:

                  To the address set forth at the end of this Agreement


If to the Company:

VIVID LEARNING SYSTEMS, INC.
723 The Parkway
Richland, WA 99352
Attn:  General Counsel

With a required copy (which shall not constitute notice) to:

Gottbetter & Partners, LLP
488 Madison Avenue

New York, NY 10022
Attn: Adam S. Gottbetter, Esq.

Facsimile number: 212-400-6900

Any party may give any notice,  instruction,  or other  communication  hereunder
using any other means (including personal delivery, expedited courier, messenger
service,  telecopy,  telex,  ordinary  mail,  or electronic  mail),  but no such
notice,  instruction,  or other  communication shall be deemed to have been duly
given  unless  and  until it  actually  is  received  by the party to whom it is
intended.  Any party may change the address to which notices,  instructions,  or
other  communications  hereunder are to be delivered by giving the other parties
notice in the manner set forth in this Section.

            (f) GOVERNING LAW. This Agreement shall be governed by and construed
in  accordance  with the internal  laws of the State of New York without  giving
effect to any choice or conflict of law  provision or rule (whether of the State
of New York or any other  jurisdiction) that would cause the application of laws
of any jurisdiction other than those of the State of New York.

            (g) AMENDMENTS AND WAIVERS.  This Agreement may be amended only with
the written consent of the parties.  No waiver of any right or remedy  hereunder
shall be valid  unless  the same  shall be in  writing  and  signed by the party
giving  such  waiver.  No waiver by any party  with  respect  to any  condition,
default,  or breach of covenant hereunder shall be deemed to extend to any prior
or subsequent  condition,  default, or breach of covenant hereunder or affect in
any way any rights arising by virtue of any prior or subsequent such occurrence.

            (h)  SUBMISSION  TO  JURISDICTION.  Each of the  parties  hereto (i)
submits to the  jurisdiction  of any state or federal court sitting in the State
of New York in any  action or  proceeding  arising  out of or  relating  to this
Agreement,  (ii) agrees that all claims in respect of such action or  proceeding
may be heard  and  determined  in any such  court,  (iii)  waives  any  claim of
inconvenient  forum or other  challenge to venue in such court,  and (iv) agrees
not to bring  any  action  or  proceeding  arising  out of or  relating  to this
Agreement  in any other  court.  Each  party  agrees to  accept  service  of any
summons,  complaint,  or other initial  pleading made in the manner provided for
the giving of notices in Section  2(e),  provided  that  nothing in this Section
2(h) shall affect the right of any party to serve such  summons,  complaint,  or
other  initial  pleading in any other manner  permitted  by law. The  prevailing
party shall be entitled to recover its costs and expenses in any action  brought
under or in connection with this Agreement.


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<PAGE>

      IN WITNESS  WHEREOF,  the parties have duly executed this  Agreement as of
the day and year first above written.

                                                    VIVID LEARNING SYSTEMS, INC.

                                                    /S/ SANDRA I. MULLER
                                                    ---------------------------
                                                    By:      Sandra I. Muller
                                                    Its:     General Counsel

SHAREHOLDERS:

Name of Shareholder: /S/ ROBERT M. BLODGETT
                     ----------------------------
Number of Shares:          2,000


Name of Shareholder: /S/ ANDREAS BLUTKE
                     ----------------------------
Number of Shares:          4,000


Name of Shareholder: /S/ GLENDA J. COOK
                     ----------------------------
Number of Shares:          2,000


Name of Shareholder: /S/ LEROY ENGER
                     ----------------------------
Number of Shares:          80,000

Name of Shareholder: /S/ ROBERT FERGUSON
                     ----------------------------
Number of Shares:          2,000


Name of Shareholder: /S/ MARK HENDERSON
                     ----------------------------
Number of Shares:          77,000


Name of Shareholder: /S/ SANDRA I. MULLER
                     ----------------------------
Number of Shares:          2,000



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Name of Shareholder: /S/ RABINDRA NANDA
                     ----------------------------
Number of Shares:          16,000


Name of Shareholder: /S/ LORI M. RAMONAS
                     ----------------------------
Number of Shares:          2,000


Name of Shareholder: /S/ LARRY J. SMITH
                     ----------------------------
Number of Shares:          8,000


Name of Shareholder: /S/ KEVIN A. SMITH
                     ----------------------------
Number of Shares:          100,000


Name of Shareholder: /S/ ANDREW THORESEN
                     ----------------------------
Number of Shares:          4,000



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