Exhibit
        14
 **VIVID
        LEARNING SYSTEMS**
 
 **CODE
        OF ETHICS**
 
 **[an
        excerpt from the Employee Handbook]**
 
 
 **Ethical
        Business Practice**
 
 Vivid is
        committed to employing the highest quality people and strictly adhering to
        ethical and fair practices in Vivid’s business activities. Vivid expects 100%
        commitment from you and requires integrity and high ethical standards in
        all of
        your business activities.
 
 You
        should avoid gifts, personal investments, interests, or associations that
        may
        interfere with the independent exercise of your judgment, the performance
        of
        your responsibilities, and the best interests of Vivid.
        You are not authorized to provide professional services to a competitor or
        other
        company that may be a conflict of interest with your work at Vivid.
 
 Every
        employee has some degree of access to Vivid
        data, plans, decisions, and/or other confidential information. No employee
        may
        use or release this kind of information to others for his or her own use,
        personal profit, or benefit. You should also treat as confidential any
        information of a personal nature that preserves the privacy of your co-workers.
        This also applies to the use of inside information about firms with which
        we are
        considering an association. All employees are required to sign a non-disclosure
        agreement. Employees in certain positions will be required to sign a non-compete
        agreement as well.
 
 While
        representing Vivid you are expected to:
 
 ·
            comply
                with all laws and regulations; ·
            deal
                honestly with all customers, suppliers, and
                consultants; ·
            present
                a professional attitude and demeanor in all business relationships;
                and, ·
            use
                company resources properly. 
 If
        you
        are unsure whether a situation represents a conflict of interest, please
        contact
        your manager and the General Counsel of the company to review the
        situation.
 
 **Gifts**
 
 Employees
        are not permitted to give gifts to customers, except for certain promotional
        “premiums” imprinted with the company logo or sales information or other gifts
        specifically approved by management in advance.
 
 Under
        no
        circumstances can gifts be provided to any government employee or to any
        employee of a government contractor. Violation of this policy will result
        in
        disciplinary action.
 
  **Customer
        Relations**
 
 The
        success of Vivid depends upon the quality of the relationship between Vivid,
        our
        employees, our customers, our suppliers, and the general public. Vivid employees
        are the company’s ambassadors, and their interest and willingness to provide
        good customer service is key to forming and maintaining those
        relationships.
 
 
 
 **Employee
        Behavior/Personal Conduct**
 
 Professional
        behavior standards are necessary for the efficient operation of Vivid and
        for
        the benefit and protection of the rights and safety of everyone. Conduct
        that
        interferes with operations, brings discredit to Vivid, or is offensive to
        customers or fellow employees will not be tolerated, whether it occurs on
        or off
        company time or company property. Vivid reserves the right to determine what
        conduct is inappropriate under any circumstances and what level of discipline
        such conduct warrants. Any questions in connection with this policy should
        be
        directed to your manager.