AGREEMENT
THIS AGREEMENT, made and entered into this First day of August 2004, 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 has 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/ Xxxxxx X. Xxxxxxxx /s/ Xxxxx X. Xxxxx
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Xxxxxx X. Xxxxxxxx Xxxxx X. Xxxxx
Chairman & CEO President & CEO