Vivid Learning Systems, Inc. Sample Contracts

RECITALS
Share Exchange Agreement • December 22nd, 2004 • Vivid Learning Systems, Inc. • Services-prepackaged software • Washington
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PENNSYLVANIA STATE SYSTEM OF HIGHER EDUCATION FOUNDATION INC.
Contract • December 22nd, 2004 • Vivid Learning Systems, Inc. • Services-prepackaged software • Pennsylvania
ARTICLE I THE PURCHASE
Asset Purchase Agreement • March 16th, 2005 • Vivid Learning Systems, Inc. • Services-prepackaged software
ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • December 29th, 2005 • Vivid Learning Systems, Inc. • Services-prepackaged software • Washington

This asset purchase agreement (this “Agreement”) is dated March 14, 2005 and is between VIVID LEARNING SYSTEMS, Inc., a Delaware corporation (“Vivid”), and TRUEACTIVE SOFTWARE, Inc., a Washington corporation (“TrueActive”).

GENERAL CONVEYANCE, BILL OF SALE AND ASSIGNMENT AGREEMENT
General Conveyance, Bill of Sale and Assignment Agreement • January 31st, 2006 • Vivid Learning Systems, Inc. • Services-prepackaged software • Washington

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").

AGREEMENT
Funding Agreement • January 31st, 2006 • Vivid Learning Systems, Inc. • Services-prepackaged software • Washington

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”).

AGREEMENT
Funding Agreement • January 14th, 2005 • Vivid Learning Systems, Inc. • Services-prepackaged software • Washington
ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • December 19th, 2006 • Vivid Learning Systems, Inc. • Services-prepackaged software • Washington

This Asset Purchase Agreement (“Agreement”) is entered into effective the 1st of October, 2006, by and among Vivid Learning Systems, Inc., a Delaware corporation [“Vivid”], with its corporate office at 723 The Parkway, Richland, Washington 99352 and Nuvotec USA, Inc. [“Nuvotec”], with its corporate office at 723 The Parkway, Richland, Washington 99352.

NUVOTEC USA
Asset Purchase Agreement • January 31st, 2006 • Vivid Learning Systems, Inc. • Services-prepackaged software
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