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**EXHIBIT 2.1
                        STOCK FOR STOCK EXCHANGE AGREEMENT**

     THIS STOCK FOR STOCK EXCHANGE  AGREEMENT  ("Agreement") is made and entered
into as of the 12th day of May 2004, by and among Jimmy L. Boswell  ("Boswell"),
David G. Lucas  ("Lucas"),  Reginald  W.  Einkauf  ("Einkauf"),  John D.  Miller
("Miller")  (collectively  "Buyers")  and  Cognigen  Networks,  Inc., a Colorado
corporation ("Cognigen").

     A.  WHEREAS,  the Buyers own certain  shares of the issued and  outstanding
common stock of Cognigen and  collectively  desire to transfer a portion of such
shares  totaling  800,000  ("Cognigen  Shares")  to  Cognigen  in the  following
respective amounts:

            Boswell           216,667
            Lucas             216,667
            Einkauf           216,666
            Miller            150,000;

     B.  WHEREAS,  in exchange for the  Cognigen  Shares,  the Buyers  desire to
receive from Cognigen all of the issued and outstanding shares ("CST Shares") of
Cognigen  Switching  Technologies,  Inc., a California  Corporation  ("CST"),  a
wholly owned  subsidiary of Cognigen,  and Cognigen  desires to effectuate  such
exchange, on the terms and subject to the conditions contained herein; and

     NOW,  THEREFORE,  for and in  consideration  of the premises and the mutual
promises made herein and in  consideration  of the  covenants,  representations,
warranties and conditions set forth herein, the receipt and sufficiency of which
are hereby  acknowledged,  the Parties,  intending to be legally bound, agree as
follows:

                                    **ARTICLE 1.

                    EXCHANGE OF COGNIGEN SHARES FOR CST SHARES
                    ------------------------------------------**

     1.1.  Exchange of Cognigen Shares for CST Shares.  Subject to the terms and
conditions  of this  Agreement,  the Buyers hereby agree to transfer to Cognigen
the  Cognigen  Shares and,  in exchange  therefore,  Cognigen  hereby  agrees to
transfer the CST Shares to the Buyers.  The CST Shares shall be  transferred  to
the Buyers and new shares registered as follows:

            Boswell           4,344
            Lucas             4,344
            Einkauf           4,344
            Miller            3,010

     1.2.  Issuance of Cognigen  Warrants.  As additional  consideration for the
Cognigen Shares,  at Closing (as hereinafter  defined) Cognigen shall deliver to
the Buyers executed warrants to acquire common stock of Cognigen  (collectively,
"Warrants"), in the form attached hereto as Exhibit A and incorporated herein by
this  reference,  pursuant  to  which  agreements  the  Buyers  will be  granted
collectively  the right to acquire 200,000 shares of Cognigen common stock for a
period of five (5) years at a price equal to the  average of the closing  prices
for Cognigen common stock for the twenty (20) trading days prior to the Closing.
The Warrants shall be granted to the Buyers in the following respective amounts:

            Boswell           54,167
            Lucas             54,167
            Einkauf           54,166
            Miller            37,500

                                    **ARTICLE 2.

                                     CLOSING
                                     -------**

     2.1. The Closing. Subject to the conditions precedent contained herein, the
exchange  provided  for in this  Agreement  ("Closing")  shall take place at the
offices of Reitner & Stuart, 1319 Marsh Street, San Luis Obispo,  California, at
1:00 p.m.  (local time) on (i) the business day upon which all of the conditions
in Sections 6.1, 6.2 and 7.7 have been  satisfied or waived,  or (ii) such other
date and time as is  mutually  agreed to by the  Buyers and  Cognigen  ("Closing
Date").  If such Closing has not occurred by May 21, 2004,  this Agreement shall
automatically terminate unless mutually extended in writing.

                                    **ARTICLE 3.

                       DOCUMENTS TO BE DELIVERED AT CLOSING
                       ------------------------------------**

     3.1. Documents to Be Delivered to Cognigen.  At the Closing,  the following
shall be delivered to Cognigen:

          a. Duly executed  originals of the share certificates and stock powers
     representing the Cognigen Shares,  together with such signatures guaranteed
     by a member of the Medallion Signature Guarantee Program, as necessary,  to
     transfer the ownership rights therein to Cognigen;

          b. A  certificate  executed by the Buyers dated as of the Closing Date
     certifying  that each of the respective  representations  and warranties of
     the Buyers  contained  in this  Agreement  are then true and correct to the
     best of their  knowledge  and  belief,  that  the  respective  Buyers  have
     complied with all  agreements  and  conditions  required of each of them by
     this Agreement and all related  agreements to be performed or complied with
     by them as of the Closing Date; and

          c. A fully  executed  original of the Master  Services  Agreement  (as
     hereinafter defined) in the form attached hereto as Exhibit B.

          d. Such  documentation as Cognigen may reasonably  require to evidence
     the  cancellation of all incentive stock options granted by Cognigen to any
     current CST employee.

     3.2. Documents to Be Delivered to the Buyers. At the Closing, the following
shall be delivered to the Buyers:

          a. The CST Shares in accordance with Section 1.1 above;

          b. A certificate  executed by an authorized  officer of Cognigen dated
     as of the Closing  Date  certifying  that each of the  representations  and
     warranties  of  Cognigen  contained  in this  Agreement  are then  true and
     correct to the best of their  knowledge  and belief and that  Cognigen  has
     complied with all agreements and conditions  required by this Agreement and
     all related  agreements  to be performed  or complied  with by it as of the
     Closing Date;

          c.  Written  consents  of  all  lessors,  financial  institutions  and
     creditors  of Cognigen or CST and any other third  parties or  governmental
     entities necessary to complete the transactions herein contemplated;

          d. The Warrants as set forth in section 1.2 above;

          e. A fully executed  original of the Master Services  Agreement in the
     form attached hereto as Exhibit B; and

          f. A new  promissory  note  ("Promissory  Note")  from  CST to  Sprint
     restructuring  the current debt owed by CST to Sprint with a new  principal
     amount of $210,000 and an interest rate of 6.5% per annum (18% in the event
     of default).  The  Promissory  Note will be payable in 23 equal payments of
     $4,000 per month of principal and interest and will have a balloon  payment
     for the balance of principal and interest due on the 24th payment date. The
     Promissory  Note  will  be a  collateralized  by all of  CST's  assets  and
     proprietary  accounts.  The debt evidenced by the  Promissory  Note will be
     guaranteed  severally by the Buyers in the amount of $10,000 each with such
     guaranties to be released after payment by CST of $100,000.

                                     **ARTICLE 4

                   REPRESENTATIONS AND WARRANTIES OF THE BUYERS
                   --------------------------------------------**

     4.1. Representations and Warranties of Certain of the Buyers. The Buyers in
their individual capacities,  as a material inducement to Cognigen to enter into
this Agreement,  hereby jointly and severally  represent and warrant to Cognigen
that the  following  statements  are true and  correct as of the date hereof and
will be true and correct  through the  Closing of the  exchange of the  Cognigen
Shares for the CST Shares as if made on the Closing Date. These  representations
and warranties may be relied upon fully by Cognigen and/or any assigns.

          a. Buyers are,  and will be on the Closing  Date,  the sole record and
     beneficial  owners and Buyers of the Cognigen Shares set forth in Recital A
     as being  owned by them,  which  shares  are free and  clear of all  liens,
     claims, rights or other encumbrances of any nature whatsoever.

          b. This Agreement  constitutes the legal, valid and binding obligation
     of the Buyers enforceable  against the Buyers in accordance with its terms.
     Upon the  execution  and  delivery by the Buyers of the  closing  documents
     listed under Section 3.1 of this Agreement  ("Buyers  Closing  Documents"),
     such  Closing  Documents  that are  delivered by them will  constitute  the
     legal, valid and binding obligations of the Buyers, enforceable against the
     Buyers in accordance with their respective  terms. The Buyers have absolute
     and  unrestricted  right,  power,  capacity  and  authority  to execute and
     deliver this Agreement and the Buyer's Closing Documents that are delivered
     by them, to perform their  obligations under this Agreement and the Buyer's
     Closing  Documents  that are delivered by them, and to deliver the Cognigen
     Shares owned by them to Cognigen on the terms contained herein.

          c. The Buyers are not insolvent and are receiving new consideration at
     least  equal to the full and fair  value of the  Cognigen  Shares  owned by
     them.

          d. No  representation  nor  warranty by the Buyers and no statement in
     the Exhibits  attached  hereto  contains  any untrue  statement or omits to
     state a material fact necessary to make the statements  herein, in light of
     the circumstances in which they were made, not misleading.

          e. Each Buyer (a)  understands  that the CST Shares,  the Warrants and
     the underlying  Cognigen Shares have not been, and will not be,  registered
     under the  Securities Act of 1933 or under any state  securities  laws, are
     being  offered and sold in reliance upon federal and state  exemptions  for
     transactions  not involving  any public  offering and will contain a legend
     restricting  transfer;  (b) is acquiring  the  Warrants and the  underlying
     Cognigen  Shares being acquired by Buyer solely for Buyer's own account for
     investment purposes,  and not with a view to the distribution  thereof; (c)
     is a  sophisticated  investor with knowledge and experience in business and
     financial  matters;   (d)  has  received  certain  information   concerning
     Cognigen,  has reviewed  Cognigen's  reports  located on the website of the
     Securities  and Exchange  Commission  (http://www.sec.gov)  and has had the
     opportunity  to  obtain  additional  information  as  desired  in  order to
     evaluate  the merits and the risks  inherent  in holding the  Warrants  and
     underlying  Cognigen Shares;  and (e) is able to bear the economic risk and
     lack of  liquidity  inherent  in  holding  the  Cognigen  Warrants  and the
     underlying Cognigen Shares.

          f. No amounts for salary, wages, accrued vacation,  accrued sick leave
     or any amounts  that might be due from CST or  Cognigen to any  employee of
     CST or  consultant  to CST will be paid or  assumed by  Cognigen  as of the
     Closing  but rather  will be paid by CST and Buyers and CST will  indemnify
     Cognigen therefrom.

          g. Within a period of three months after the Closing,  the Buyers will
     cause CST to change its name to delete the word  "Cognigen"  therefrom  and
     the Buyers will cause CST to no longer use the word  "Cognigen" in its name
     or otherwise.

                                    **ARTICLE 5.

                    REPRESENTATIONS AND WARRANTIES OF COGNIGEN
                    ------------------------------------------**

     5.1. Cognigen's Representations and Warranties.  Cognigen hereby represents
and warrants to the Buyers that the  statements  contained in this Article 5 are
true and correct as of the date of this  Agreement  and will be true and correct
through the Closing:

          a. Cognigen is a corporation  duly organized,  validly existing and in
     good standing under the laws of the State of Colorado; is duly qualified to
     transact business as a foreign  corporation and is in good standing in such
     states in which the conduct of its business or ownership or use of property
     requires  such  qualification  except  where the failure to be so qualified
     would not have a material  adverse  effect on the  financial  condition  of
     Cognigen;  and has all corporate  power necessary to engage in the business
     in which it is presently engaged.

          b. This Agreement  constitutes the legal, valid and binding obligation
     of Cognigen,  enforceable against it in accordance with its terms. Cognigen
     has absolute  and  unrestricted  right,  power,  capacity and  authority to
     execute and deliver this Agreement and Cognigen's closing documents, and to
     perform its obligations hereunder.  Cognigen has taken all corporate action
     necessary to authorize Cognigen's officers to effectuate this Agreement and
     the transactions contemplated hereunder.

          c.  Neither  the  execution  and  delivery of this  Agreement  nor the
     consummation  of  the  transactions  herein  contemplated  (i)  contravene,
     conflict  with,  cancel,  terminate,  modify,  result  in the  breach of or
     accelerate the performance  required by, any terms of any contract or other
     agreement,  (ii) result in the creation of any lien,  charge or encumbrance
     upon any of the  properties or assets of Cognigen or CST under the terms of
     any such agreement, or (iii) give any federal, state or local government or
     other  political  subdivision  or  agency  the right to  revoke,  withdraw,
     suspend,  cancel,  terminate or modify any authorization or license that is
     held by Cognigen or CST or that  otherwise  relates to the  business of, or
     any of the assets owned or used by, Cognigen or CST.

          d.  Cognigen  does not have any  knowledge  of any actual,  pending or
     threatened   claim,   litigation  or  any  other  action  against  it  that
     challenges,  prevents,  delays,  makes  illegal or  otherwise  affects  its
     ability to perform its obligations under this Agreement.

          e. The  exchange  of  Cognigen  Shares  for CST  Shares as well as the
     issuance of the Warrants to be issued  pursuant this  Agreement will not be
     undertaken in violation of the Securities Act, any blue sky statute, or any
     other applicable law. Cognigen has a sufficient number of shares authorized
     to issue upon exercise of the Warrants.

          f. No representation  nor warranty by Cognigen and no statement in the
     Exhibits  attached hereto contains any untrue statement or omits to state a
     material  fact  necessary to make the  statements  herein,  in light of the
     circumstances in which they were made, not misleading.

          g.  Cognigen owns all of the issued and  outstanding  shares of common
     stock in CST,  which  total  16,042  shares,  free and clear of any lien or
     encumbrance,  and there are no other outstanding  securities of CST, or any
     outstanding options or warrants to acquire any security in CST.

                                    **ARTICLE 6.

                     CONDITIONS TO OBLIGATIONS OF THE PARTIES
                     ----------------------------------------**

     6.1.  Conditions  Precedent to Obligations of Cognigen.  The obligations of
Cognigen  under this  Agreement  are  subject to the  fulfillment,  prior to the
Closing, of the following  conditions precedent (in addition to other conditions
and terms of this Agreement),  unless specifically waived in writing by Cognigen
at or prior to the Closing:

          a. Representations and Warranties.  The representations and warranties
     of the Buyers shall be in all material respects true,  correct and complete
     at the Closing as if made at such date and time.

          b.  Compliance.  The Buyers shall have  performed  all  covenants  and
     agreements,  satisfied all conditions and complied with all other terms and
     provisions of this Agreement to be performed, satisfied or complied with by
     the Buyers as of the Closing.

          c. No Error or  Misrepresentation.  Cognigen shall not have discovered
     any  material  error,  misstatement  or  omission  in  or  failure  of  any
     representation or warranty made by any of the Buyers.

          d.  Deliveries.  The  Buyers  shall  have  on or  before  the  Closing
     delivered to Cognigen or its  authorized  representatives  a fully executed
     original  of  a  master  service  agreement   providing  for  the  business
     relationship  of CST and  Cognigen  after the Closing in the form  attached
     hereto as Exhibit B ("Master Services Agreement").

          e. Legal Matters.  All legal matters in connection with this Agreement
     and the  consummation  of all  transactions  herein  contemplated,  and all
     documents and  instructions  delivered to Cognigen in connection  herewith,
     shall  be  reasonably  satisfactory  in form to  Cognigen,  its  authorized
     representatives and its counsel.

          f. CST Balance  Sheet  Adjustments.  By the  Closing,  all  accounting
     entries and inter-company adjustments of assets and liabilities between CST
     and  Cognigen  shall have been made so that the January  31,  2004  balance
     sheet of CST after giving effect to such entries and  adjustments  shall be
     as  attached   hereto  as  Exhibit  C.  The  Closing  of  the   transaction
     contemplated  by this  Agreement  shall  constitute  an  assignment  and/or
     assumption,  as the case may be, by Cognigen and CST of the assets assigned
     and liabilities assumed, as the case may be, on such Exhibit.  Cognigen and
     CST shall  execute,  whether prior to or  subsequent  to the Closing,  such
     additional  documentation,  if any, to  acknowledge  such  assignments  and
     assumptions as may be necessary or appropriate to give legal effect to such
     entries and adjustments.

     6.2. Conditions  Precedent to Obligations of the Buyers. The obligations of
the Buyers under this Agreement to sell,  transfer,  assign,  convey and deliver
the  Cognigen  Shares to Cognigen  are subject to the  fulfillment,  prior to or
simultaneous  with  the  Closing,  of the  following  conditions  precedent  (in
addition to other conditions and terms of this Agreement),  unless  specifically
waived in writing by all of the Buyers at or prior to the Closing:

          a. Representations and Warranties.  The representations and warranties
     of Cognigen  contained in this Agreement shall be in all material  respects
     true, correct and complete at the Closing as if made at such date and time.

          b.  Compliance.  Cognigen  shall  have  performed  all  covenants  and
     agreements,  satisfied all conditions and complied with all other terms and
     provisions of this Agreement to be performed, satisfied or complied with by
     it as of the Closing.

          c. No Error or Misrepresentation. The Buyers shall not have discovered
     any  material  error,  misstatement  or  omissions  in or  failure  of  any
     representation or warranty made by Cognigen.

          d. Deliveries.  Cognigen shall have on or before the Closing delivered
     to the Buyers the following:

               (i) A fully executed original of the Master Services Agreement;
               (ii) Fully executed originals of the Warrants; and
               (iii) The Promissory Note.

          e. Sufficient  Authorized  Common Stock. If necessary,  Cognigen shall
     have increased the number of its authorized but unissued shares of Cognigen
     common stock so that it has a sufficient  number of authorized but unissued
     shares of common  stock to issue the  number of shares of  Cognigen  common
     stock represented by the Warrants.

          f. Legal Matters.  All legal matters in connection with this Agreement
     and the  consummation  of all  transactions  herein  contemplated,  and all
     documents and instructions  delivered to the Buyers in connection herewith,
     shall be reasonably  satisfactory in form to the Buyers,  their  authorized
     representatives and their counsel.

          g. CST Balance  Sheet  Adjustments.  By the  Closing,  all  accounting
     entries and inter-company adjustments of assets and liabilities between CST
     and  Cognigen  shall have been made so that the January  31,  2004  balance
     sheet of CST after giving effect to such entries and  adjustments  shall be
     as  attached   hereto  as  Exhibit  C.  The  Closing  of  the   transaction
     contemplated  by this  Agreement  shall  constitute  an  assignment  and/or
     assumption,  as the case may be, by Cognigen and CST of the assets assigned
     and liabilities assumed, as the case may be, on such Exhibit.  Cognigen and
     CST shall  execute,  whether prior to or  subsequent  to the Closing,  such
     additional  documentation,  if any, to  acknowledge  such  assignments  and
     assumptions as may be necessary or appropriate to give legal effect to such
     entries and adjustments.

                                    **ARTICLE 7.

                             COVENANTS OF THE PARTIES
                             ------------------------**

      The Parties agree that:

     7.1. Execution of this Agreement.  Prior to the Closing, the Parties hereto
will use their best efforts to cause this  Agreement and all related  agreements
to become effective,  and all transactions herein and therein contemplated to be
consummated,  in  accordance  with its and their  terms,  to obtain all required
consents,  waivers and  authorizations of governmental  entities and other third
parties,  to  make  all  filings  and  give  all  notices  to  those  regulatory
authorities or other third parties which may be necessary or reasonably required
in order to effect  the  transactions  contemplated  in this  Agreement,  and to
comply with all federal,  state, local and municipal laws, rules and regulations
as may be applicable to the contemplated transactions.

     7.2.  Restrictive  Action. The Parties each agree that the Parties will not
do any thing or act  prohibited by this Agreement or any related  agreement,  or
fail to do any thing or act which the Parties have  undertaken or promised to do
in this Agreement or any related agreement.

     7.3.  Operation of the Business of CST.  Between the date of this Agreement
and the Closing, Cognigen and Buyers shall, and shall cause CST to:

          a.  conduct  the  business  of  CST  consistent  with  past  practice,
     consistent  with  the  business  practices  known  to  the  Buyers  and  in
     compliance with applicable laws;

          b. not take any action except in the ordinary course of business;

          c. not engage in any material  transaction  that would have a material
     adverse effect on the business,  operations, assets, financial condition or
     prospects  of  CST,  including  but  not  limited  to the  issuance  of any
     securities of CST;

          d. not amend or  terminate  any  material  contracts to which CST is a
     party; and

          e.  use  their  and  its  reasonable  best  efforts  to  (i)  preserve
     substantially intact the business  organization of CST, (ii) keep available
     the services of the current management and employees of CST, (iii) maintain
     the relations with  suppliers,  vendors,  customers,  landlords,  licenses,
     distributors  and other  persons or entities  having  significant  business
     relationships  with CST, (iv) maintain  comparable rates of growth in sales
     and achieve growth in income consistent with past practice; and (v) pay all
     accounts payable of CST in the ordinary course of business  consistent with
     past payment practices.

     7.4 Securities and Exchange Commission Filings.  Between the effective date
of this  Agreement and the second yearly  anniversary  of the Closing,  Cognigen
agrees to use its best efforts to file all reports and data with the  Securities
and  Exchange  Commission  necessary  to permit the Buyers to sell any shares of
common stock issued by Cognigen upon the exercise of such  Warrants  pursuant to
and otherwise in conformity with Rule 144 under the Securities Act of 1933.

     7.5 Reseller and PUC Licenses.  Buyers agree that all Reseller  Licenses or
PUC Licenses in the name of Cognigen will be retained by Cognigen.

     7.6 Assignment of Global Crossing  Bandwidth Inc. Services  Agreement.  CST
will assign its agreement  with Global  Crossing  Bandwidth Inc. to Cognigen and
Global  Crossing  Bandwidth Inc. will agree to such  assignment  without cost to
Cognigen or CST or change in the agreement.

     7.7 Sprint Carrier Agreement UUNET/MCI. CST will assist Cognigen in setting
up a new  contract  from Sprint to support  the  CogniPhone  product  offered by
Cognigen and in obtaining any agreements with UUNET/MCI.

     7.8 Accounting for CST and Cognigen.  As of February 1, 2004, the business,
operations, books and records of CST and Cognigen have been maintained as though
CST and  Cognigen  were  separate  unaffiliated  businesses  using the Exhibit C
balance  sheet as the starting  point for such  separation.  Neither Party shall
claim an interest in or a right to any asset  (including  any  earnings  between
February 1, 2004 and the Closing Date)  reflected on the other Party's books and
records for the period between  February 1, 2004, and the Closing Date nor shall
either  Party assert that the other Party has assumed any  liability  except for
those liabilities (i) set forth on Exhibit C or (ii) otherwise expressly assumed
in writing.

                                    **ARTICLE 8.

                            INDEMNIFICATION PROVISIONS
                            --------------------------**

     All representations and warranties in this Agreement,  or in any instrument
or document furnished transactions contemplated hereby shall survive the Closing
for a period of one (1) year.  All such  representations  and  warranties  shall
expire on the first anniversary of the Closing Date, except that claims, if any,
asserted in writing  prior to such first  anniversary  identified as a claim for
indemnification  pursuant to this Article 8 shall survive until finally resolved
and  satisfied in full.  All  covenants and  agreements  contained  herein shall
survive until fully  performed in accordance with their terms and any recoveries
from third parties.

     8.1. Indemnification  Provisions -Buyers'  Representations,  Warranties and
Covenants.  The Buyers agree to indemnify  Cognigen,  its directors and officers
from and  against the  entirety  of any  charges,  complaints,  actions,  suits,
damages,  claims,  costs, amounts paid in settlement,  taxes, liens, expenses or
fees,  including  all  attorneys'  fees and  costs,  which  Cognigen  may suffer
resulting  from,  arising out of,  relating to or caused by the breach of any of
the  Buyers'  representations,   warranties  and  covenants  contained  in  this
Agreement.

     8.2. Indemnification  Provisions - Cognigen's  Representations,  Warranties
and  Covenants.  Cognigen  agrees to  indemnify  the Buyers from and against the
entirety of any charges,  complaints,  actions,  suits, damages,  claims, costs,
amounts  paid in  settlement,  taxes,  liens,  expenses or fees,  including  all
attorneys' fees and costs,  which the Buyers may suffer resulting from,  arising
out  of,   relating   to  or  caused  by  the   breach  of  any  of   Cognigen's
representations, warranties and covenants contained in this Agreement.

     8.3.  Claims for  Indemnification.  In the event of the  occurrence  of any
event which any Party asserts is an indemnifiable event pursuant to this Article
8, the Party claiming  indemnification  (the "Indemnified  Party") shall provide
prompt   notice  to  the  Party   required  to  provide   indemnification   (the
"Indemnifying  Party"),  specifying in detail the facts and  circumstances  with
respect  to such  claim and the basis for  which  indemnification  is  available
hereunder. If such event involves the claim of any third party, the Indemnifying
Party shall have the right to control the defense of  settlement  of such claim;
provided,  however,  that  (a)  the  Indemnified  Party  shall  be  entitled  to
participate  in  the  defense  of  such  claim  at  its  own  expense,  (b)  the
Indemnifying  Party shall obtain the prior written  approval of the  Indemnified
Party (which  approval  shall not be  unreasonably  withheld or delayed)  before
entering  into any  settlement  of such claim if,  pursuant to or as a result of
such  settlement,  injunctive  or other  non-monetary  relief  would be  imposed
against the Indemnified  Party, (c) the Indemnifying Party shall not be entitled
to control  (but shall be  entitled  to  participate  at its own  expense in the
defense  of), and the  Indemnified  Party shall be entitled to have sole control
over,  and shall assume all expense with respect to the defense or settlement of
any claim to the extent such claim seeks an order, injunction or other equitable
relief against the  Indemnified  Party which,  if successful,  could  materially
interfere  with  the  business,  operations,  assets,  condition  (financial  or
otherwise) or prospects of the Indemnified Party;  provided that the Indemnified
Party shall provide written notice to the Indemnifying  Party of its election to
assume  control  over the defense of such claim  pursuant to this Section 8.4 if
the Indemnifying  Party is entitled but fails to assume control over the defense
of a claim as provided in this Section  8.4. If the  Indemnified  Party  assumes
control of the defense of a claim as permitted hereunder,  the Indemnified Party
shall  obtain  the prior  written  approval  of the  Indemnifying  Party  (which
approval shall not be unreasonably withheld or delayed) before entering into any
settlement  of such  claim if,  pursuant  to or as a result of such  settlement,
injunctive  or  other   non-monetary   relief  would  be  imposed   against  the
Indemnifying Party.

     In the event that the  Indemnifying  Party shall be  obligated to indemnify
the Indemnified Party pursuant to this Article 8, the Indemnifying  Party shall,
upon  payment of such  indemnity  in full,  be  subrogated  to all rights of the
Indemnified  Party  with  respect  to the  claim to which  such  indemnification
relates.

     8.4.  Other  Remedies.  The  foregoing  indemnification  provisions  are in
addition to, and not in  derogation  of, any  statutory or common law remedy any
Party may have for breach of representation, warranty, covenant or contract.

                                    **ARTICLE 9.

                           TERMINATION OF THIS AGREEMENT
                           -----------------------------**

     9.1. Grounds for Termination. This Agreement shall terminate:

          a. By mutual written consent of Cognigen and the Buyers;

          b. By Cognigen or the Buyers,  if all the conditions  precedent to its
     or their respective obligations hereunder have not been satisfied or waived
     prior to or at the Closing, as it may be accelerated or extended;

          c. If  Cognigen  or the  Buyers  shall  have  defaulted  or refused to
     perform in any material respect under this Agreement, or if Cognigen or the
     Buyers  should have  reasonable  cause to believe there has been a material
     misrepresentation  concerning,  or failure or breach of, any representation
     or warranty by the other, or if it appears that Cognigen or the Buyers have
     committed any unlawful acts affecting the other and such default,  refusal,
     misrepresentation,  failure,  breach  or  unlawful  act shall not have been
     fully  cured  within 30 days from the date of  delivery  of written  notice
     specifying the alleged default, refusal, misrepresentation, failure, breach
     or unlawful act; or

          d. If the  transactions  contemplated  in this  Agreement  and related
     agreements  have not been  consummated  by the  Closing  Date set  forth in
     Section 2.1.

     9.2. Manner of Termination. Any termination of this Agreement shall be made
in accordance  with the above listed  grounds and, if the  termination is by the
Buyers,  shall be supported by a written statement signed by each of the Buyers.
Each Party's  right of  termination  under Article 9 is in addition to any other
right  it  may  have  at law or in  equity,  whether  for  damages  or  specific
performance,  and the exercise of a right to  termination  will not be deemed an
election of remedies.  Written notice of termination shall be given to the other
Party as provided in Article 11, and upon  receipt of such  termination  notice,
this Agreement shall terminate and the transactions herein contemplated shall be
abandoned without further action by the Party. On termination,  each Party shall
bear their own fees, costs and expenses.

                                    **ARTICLE 10.

                               NECESSARY INFORMATION
                               ---------------------**

     10.1.  Each  of  the  Parties  hereto  shall  furnish  to  the  others  all
information   concerning  such  Party   (including   financial   statements  and
statistical  information) required for inclusion in any application or statement
to be filed or made by the other Party with or to any government agency or other
third Party in connection with the proposed  exchange of the Cognigen Shares for
the CST Shares and the Warrants.

                                    **ARTICLE 11.

                                NOTICES TO PARTIES
                                ------------------**

     11.1.  All notices,  demands,  consents or requests  required or authorized
hereunder,  except as  otherwise  provide  herein,  shall be given in writing by
registered  or  certified  mail,  return  receipt   requested,   or  by  telefax
transmission,  telegram, cable, messenger or overnight courier service providing
documentation  of  receipt,  at the  address  set forth  below or at such  other
address as any Party may designate  from time to time given in  accordance  with
this section, and shall be effectively given when deposited in the United States
mails, postage prepaid or when otherwise received, as may be applicable:

      If to Cognigen:   Mr. Thomas S. Smith
                        9800 Mt. Pyramid Court
                        Suite 400
                        Englewood, Colorado  80112

      If to the Buyers: Mr. Jimmy L. Boswell
                        3220 South Higuera Street, Suite 103A
                        San Luis Obispo, California 93401
                        Fax No. 805-786-2644

      With a copy to:   John F. Stuart, Esq.
                        Reitner & Stuart
                        1319 Marsh Street
                        San Luis Obispo, CA 93401
                        Fax No. 805-545-8599

                                    **ARTICLE 12.

                                    NO FINDERS
                                    ----------**

     12.1. Representations and Indemnification by the Buyers. Each of the Buyers
represents  and  warrants to Cognigen  that each has not  employed  and does not
intend to employ any person on his or its behalf as a finder in connection  with
the transactions  herein contemplated and the Buyers jointly and severally agree
to  indemnify  Cognigen  against any  liability  arising  from the claims of any
persons  claiming  to have acted as finders or  brokers  and  against  any other
damages suffered as a consequence of the falsity or breach of this Section 12.1.

     12.2. Representations and Indemnification by Cognigen.  Cognigen represents
and warrants to the Buyers that Cognigen has not employed and does not intend to
employ any person on its behalf as a finder in connection with the  transactions
herein  contemplated  and agrees to indemnify  the Buyers  against any liability
arising  from the  claims of any  persons  claiming  to have acted as finders or
brokers and against any other damages  suffered as a consequence  of the falsity
or breach of this Section 12.2.

                                    **ARTICLE 13.

                                 FEES AND EXPENSES
                                 -----------------**

     13.1.  Each  Party  shall  bear  its own  legal  fees  and  other  expenses
associated with this Agreement and the transactions contemplated hereby, and, in
particular,  (i) all fees incurred by each of the individual Buyers shall be the
sole  responsibility  of the individual  Buyer incurring such costs and (ii) all
fees and expenses incurred by Cognigen shall be the responsibility of Cognigen.

                                    **ARTICLE 14.

                          MISCELLANEOUS PROVISIONS
                          ------------------------**

     14.1.  Effectiveness.  Subject to the  satisfaction  of the  conditions set
forth in  Sections  6.1,  6.2 and 7.7,  this  Agreement  shall be  effective  at
midnight on January 31, 2004. This Agreement shall be binding when signed by all
Parties hereto.

     14.2.  Amendment.  This Agreement  maybe amended,  modified or supplemented
only by an instrument in writing executed by the Parties hereto.

     14.3. Assignment. Neither this Agreement nor any right created hereby or in
any agreement  entered into in  connection  with the  transactions  contemplated
hereby shall be  assignable by any Party hereto  without the written  consent of
the Party not seeking assignment.

     14.4.  Parties  in  Interest;  No  Third  Party  Beneficiaries.  Except  as
otherwise  provided  herein,  the terms and conditions of this  Agreement  shall
inure  to the  benefit  of and be  binding  upon  the  respective  heirs,  legal
representatives,  successors  and assigns of the Parties  hereto.  Neither  this
Agreement nor any other agreement  contemplated hereby shall be deemed to confer
upon any person not a Party  hereto or thereto any rights or remedies  herein or
thereunder.

     14.5.  Entire  Agreement.  This Agreement and the  agreements  contemplated
hereby  constitute  the entire  agreement of the Parties  regarding  the subject
matter hereof and supersede all prior agreements and understandings both written
and oral,  among the Parties or any of them,  with respect to the subject matter
hereof.

     14.6.  Severability.  If any  provision  of  this  Agreement  is held to be
illegal,  invalid or unenforceable under present or future laws effective during
the term hereof,  such  provisions  shall be fully  severable and this Agreement
shall be construed  and enforced as if such  illegal,  invalid or  unenforceable
provisions  never  comprised a part hereof and the remaining  provisions  hereof
shall  remain in full force and effect.  Furthermore,  in lieu of such  illegal,
invalid or unenforceable provision, there shall be added automatically as a part
of this  Agreement a provision as similar in terms to such  illegal,  invalid or
unenforceable  provisions  as may be  possible  and as may be  legal,  valid and
enforceable.

     14.7. Survival.  The respective  agreements,  representations,  warranties,
covenants and other statements of the Parties set forth in this Agreement and in
any  certificate,  Exhibit,  schedule  or other  instrument  attached  hereto or
delivered by or on behalf of the Buyers or  Cognigen,  as the case may be, shall
survive  and remain in full  force and effect  after the  Closing  Date  hereof,
notwithstanding any provisions in this Agreement to the contrary.

     14.8.  Waiver.  The  failure  of  any  Party  to  insist  upon  the  strict
performance of any of the  provisions of this Agreement  shall not be considered
as a waiver of any such subsequent default of the same or similar nature.

     14.9.  Governing Law and Choice of Forum. This Agreement and the rights and
obligations  of any Party hereto shall be governed by and construed and enforced
in accordance with the substantive laws of the State of California.  The Parties
agree that the  exclusive  judicial  forums shall be the  Superior  Court of the
County of San Luis  Obispo  in the State of  California  and the  United  States
District  Court  having  jurisdiction  over  matters in San Luis Obispo  County,
California.

     14.10.  Captions.  The captions in this  Agreement are for  convenience  of
reference  only and  shall  not limit or  otherwise  effect  any of the terms or
provisions hereof.

     14.11.  Gender and  Number.  When the context  requires,  the gender of all
words used herein shall  include the  masculine,  feminine  and neuter,  and the
number of all words shall include the singular and plural.

     14.12.   Counterparts.   This   Agreement   may  be  executed  in  multiple
counterparts,  each of  which  shall  be  deemed  a  original,  and all of which
together shall constitute one and the same instrument. Execution and delivery of
this Agreement by exchange of facsimile copies bearing facsimile signatures of a
Party  shall  constitute  a valid and  binding  execution  and  delivery of this
Agreement.   Such  facsimile  copies  shall  constitute   enforceable   original
documents.

     14.13. Prevailing Party Clause. In the event of any litigation arising as a
result of breach of this Agreement or failure to perform hereunder or failure of
any  representation or warranty herein,  the Party or Parties prevailing in such
dispute  shall be  entitled  to  collect  the costs of such  dispute,  including
reasonable attorneys' fees or costs, from the Party or Parties not prevailing.

     14.14. Specific Performance.  Each of the Parties acknowledge that, in view
of  the  uniqueness  of  their   respective   businesses  and  the  transactions
contemplated in this Agreement,  each Party would not have an adequate remedy at
law for money damages in the event that this Agreement has not been performed in
accordance with its terms, and therefore,  Cognigen and the Buyers  respectively
agree that the other  shall be entitled  to  specific  performance  of the terms
hereof in addition to any other  remedy to which it may be entitled at law or in
equity.

IN WITNESS  WHEREOF,  the Parties  hereto have caused this Agreement to be executed
the day and the year first above written.

BUYERS                                    COGNIGEN NETWORKS, INC.

/s/ Jimmy L. Boswell                     By:  /s/ Thomas S. Smith, President
------------------------------------         ---------------------------------
Jimmy L. Boswell                                Thomas S. Smith, President

/s/ David G. Lucas
------------------------------------
David G. Lucas

/s/ Reginald W. Einkauf
------------------------------------
Reginald W. Einkauf

/s/ John D. Miller
------------------------------------
John D. Miller

                                     **EXHIBIT A

                              STOCK PURCHASE WARRANT

                           To Subscribe for and Purchase
                                   Common Stock
                                        of
                              COGNIGEN NETWORKS, INC.**

       THIS CERTIFIES THAT, for value received,              ("Purchaser"),   or
                                                ------------
its registered assigns,  is entitled to subscribe for and purchase from Cognigen
Networks, Inc. ("Company"),  a corporation organized and existing under the laws
of the State of Colorado, at the price specified below (subject to adjustment as
noted below) at any time after the date hereof to and including January 31, 2009
(the "Expiration Date")              (    )  fully paid and nonassessable shares
                        ------------  ----
of   the Company's  $0.001 par value common stock ("Common  Stock")  (subject to
adjustments  as noted  below)  ("Warrant")  and if  held by more than one person
("Warrants").  The   Warrant exercise  price  shall  be  $        per  share  of
                                                          -------
Common Stock ("Exercise Price").

     This Warrant is subject to the following provisions, terms and conditions:

     1. The rights  represented  by this  Warrant may be exercised by the holder
hereof,  in whole or in part,  by written  notice of exercise  delivered  to the
Company 20 days prior to the intended  date of exercise and by the  surrender of
this Warrant  (properly  endorsed if required)  at the  principal  office of the
Company and upon payment to it by official bank check of the purchase  price for
such shares.  The Company  agrees that the shares so purchased  shall be and are
deemed to be issued to the holder  hereof as the record  owner of such shares as
of the close of  business  on the date on which  this  Warrant  shall  have been
surrendered  and  payment  made for such  shares as  aforesaid.  Subject  to the
provisions  of the next  succeeding  paragraph,  certificates  for the shares of
stock so purchased  shall be delivered to the holder  hereof within a reasonable
time, not exceeding 10 days, after the rights  represented by this Warrant shall
have been so  exercised,  and,  unless this Warrant has  expired,  a new Warrant
representing  the number of shares,  if any,  with respect to which this Warrant
shall not then have been exercised  shall also be delivered to the holder hereof
within such time.

     2.  Notwithstanding  the  foregoing,  however,  the  Company  shall  not be
required to deliver any  certificate for shares of Common Stock upon exercise of
this  Warrant  except in  accordance  with the  provisions,  and  subject to the
limitations, of paragraph 5 hereof.

     3. The Company  represents  and  warrants  that this  Warrant has been duly
authorized  by all  necessary  corporate  action,  has been  duly  executed  and
delivered  and is a legal and binding  obligation  of the  Company.  The Company
covenants  and agrees  that all shares of Common  Stock which may be issued upon
the exercise of the rights  represented  by this Warrant  according to the terms
hereof  will,  upon  issuance,  be duly  authorized  and issued,  fully paid and
nonassessable.  The Company further  covenants and agrees that during the period
within  which the rights  represented  by this  Warrant  may be  exercised,  the
Company will at all times have authorized, and reserved for the purpose of issue
or transfer upon exercise of the subscription  rights evidenced by this Warrant,
a sufficient number of shares of its Common Stock to provide for the exercise of
the rights represented by this Warrant.

     4. This Warrant shall not entitle the holder hereof to any voting rights or
other rights as a stockholder of the Company.

     5. The holder of this Warrant, by acceptance hereof, agrees to give written
notice to the Company  before  transferring  this  Warrant or  transferring  any
Common  Stock  issuable  or issued  upon the  exercise  hereof of such  holder's
intention to do so,  describing  briefly the manner of any proposed  transfer of
this  Warrant or such  holder's  intention as to the  disposition  to be made of
shares of Common Stock issuable or issued upon the exercise hereof.  Such holder
shall also  provide the Company  with a counsel's  opinion  satisfactory  to the
Company to the effect that the proposed  transfer of this Warrant or disposition
of shares of Common Stock may be effected without  registration or qualification
(under any federal or state law) of this  Warrant or the shares of Common  Stock
issuable or issued upon the exercise hereof. Upon receipt of such written notice
and  opinion by the  Company,  such holder  shall be  entitled to transfer  this
Warrant, or to exercise this Warrant in accordance with its terms and dispose of
the shares of Common Stock  received  upon such exercise or to dispose of shares
of Common Stock  received  upon the previous  exercise of this  Warrant,  all in
accordance with the terms of the notice delivered by such holder to the Company,
provided that an appropriate  legend  respecting the aforesaid  restrictions  on
transfer and disposition may be endorsed on this Warrant or the certificates for
such shares of Common Stock.

     6. Subject to the  provisions  of paragraph 5 hereof,  this Warrant and all
rights hereunder are transferable,  in whole or in part, at the principal office
of the Company by the holder  hereof in person or by duly  authorized  attorney,
upon surrender of this Warrant properly endorsed.  Each taker and holder of this
Warrant,  by taking or holding the same,  consents and agrees that the bearer of
this Warrant, when endorsed, may be treated by the Company and all other persons
dealing with this  Warrant as the  absolute  owner hereof for any purpose and as
the person  entitled to exercise the rights  represented by this Warrant,  or to
the  transfer  hereof on the books of the  Company,  any notice to the  contrary
notwithstanding;  but until such  transfer on such books,  the Company may treat
the registered holder hereof as the owner for all purposes.

     7. This Warrant is  exchangeable,  upon the surrender  hereof by the holder
hereof at the  principal  office of the Company,  for new Warrants of like tenor
representing in the aggregate the right to subscribe for and purchase the number
of shares of Common Stock which may be subscribed  for and purchased  hereunder,
each of such new Warrants to represent  the right to subscribe  for and purchase
such  number of shares of Common  Stock as shall be  designated  by said  holder
hereof at the time of such surrender.

     8. The Company covenants that:

          (a) All shares of Common  Stock that may be issued and  delivered to a
     holder  upon the  exercise  of this  Warrant  and  payment  of the  Warrant
     purchase price will be, upon such delivery,  validly and duly issued, fully
     paid and nonassessable.

          (b) Subject to the terms and conditions contained herein, this Warrant
     shall be binding on the Company and its  successors  and shall inure to the
     benefit of the Purchaser and the successors and assigns of the Purchaser.

          (c) If the Company fails to perform any of its obligations  hereunder,
     it shall be liable to the  Purchaser  for all  damages,  costs and expenses
     resulting from the failure,  including,  but not limited to, all reasonable
     attorney's fees and disbursements.

          (d) This Warrant cannot be changed or terminated or any performance or
     condition  waived in whole or in part  except by an  agreement  in  writing
     signed by the party against whom enforcement of the change,  termination or
     waiver is sought.

          (e) If any  provision  of this  Warrant  shall be held to be  invalid,
     illegal or unenforceable,  such provision shall be severed, enforced to the
     extent possible,  or modified in such a way as to make it enforceable,  and
     the  invalidity,  illegality  or  unenforceability  shall  not  affect  the
     remainder of this Warrant.

     9. (a) If the  outstanding  shares  of  Common  Stock  shall be  subdivided
(split) or combined (reverse split), by reclassification or otherwise, or if any
dividend  payable on the Common  Stock in shares of Common  Stock shall occur at
the time that any portion of this  Warrant  remains  unexercised  in whole or in
part, the Exercise Price and the number of shares of Common Stock  available for
purchase  pursuant to the  exercise of this  Warrant  immediately  prior to such
subdivision,  combination  or  dividend  shall be  proportionately  adjusted  as
follows:

               (i) If a net increase  shall have been  effected in the number of
          outstanding shares of the Company's Common Stock, the number of shares
          of  Common  Stock  underlying  this  Warrant  shall be  proportionally
          increased and the cash consideration payable per share of Common Stock
          shall be proportionately reduced; and

               (ii) If a net reduction shall have been effected in the number of
          outstanding shares of the Company's Common Stock, the shares of Common
          Stock underlying this Warrant shall be proportionately reduced and the
          cash  consideration  payable  per  share  of  Common  Stock  shall  be
          proportionately increased.

          (b) In the event of the proposed  dissolution  or  liquidation  of the
     Company,  or any  corporate  separation  or  division,  including,  but not
     limited to, a split-up, split-off or spin-off, or a merger or consolidation
     of the Company with another  company,  or the sale of all or  substantially
     all of the assets of the Company, the Board of Directors of the Company may
     provide  that each holder will have the right to exercise  this Warrant (at
     its then current  Exercise  Price) solely for the kind and amount of shares
     of stock and other securities,  property,  cash or any combination  thereof
     receivable  upon such  dissolution,  liquidation,  corporate  separation or
     division, or merger or consolidation by a holder of the number of shares of
     Common Stock for which this Warrant might have been  exercised  immediately
     prior to such dissolution,  liquidation,  corporate separation or division,
     or merger or consolidation;  or, in the alternative,  the Board may provide
     that this Warrant will terminate as of a date fixed by the Board; provided,
     however that not less than 30 days written notice of the date so fixed must
     be given to the  holder,  who will have the right,  during the period of 30
     days preceding such termination,  to exercise this Warrant as to all or any
     part of the shares of Common Stock covered by this Warrant.

          (c)  The   preceding   paragraph   will  not  apply  to  a  merger  or
     consolidation  in which the Company is the surviving  company and shares of
     Common Stock are not converted  into or exchanged for stock,  securities of
     any other company,  cash or any other thing of value.  Notwithstanding  the
     preceding  sentence,  in case of any  consolidation  or merger  of  another
     company into the Company in which the Company is the surviving  company and
     in which there is a  reclassification  or change (including a change to the
     right to receive  cash or other  property)  of the  shares of Common  Stock
     (excluding a change in par value, or from no par value to par value, or any
     change as a result of a  subdivision  or  combination,  but  including  any
     change in such  shares into two or more  classes or series of shares),  the
     Board may provide  that the holder of this  Warrant  will have the right to
     exercise this Warrant solely for the kind and amount of shares of stock and
     other  securities  (including those of any new direct or indirect parent of
     the Company),  property,  cash or any combination  thereof  receivable upon
     such reclassification, change, consolidation or merger by the holder of the
     number of shares of Common  Stock for which  this  Warrant  might have been
     exercised.

          (d) In the event of a change in the  Common  Stock of the  Company  as
     presently  constituted  into the same number of shares with a different par
     value,  the shares  resulting from any such change will be deemed to be the
     Common Stock of the Company within the meaning of this Warrant.

          (e) Except as expressly provided in this Warrant, the holder will have
     no rights by reason of any subdivision or  consolidation of shares of stock
     of any class, or the payment of any stock dividend or any other increase or
     decrease in the number of shares of stock of any class, or by reason of any
     dissolution, liquidation, merger, or consolidation or spin-off of assets or
     stock of another  company;  and any issue by the Company of shares of stock
     of any class, or securities  convertible into shares of stock of any class,
     will not affect, and no adjustment will be made with respect to, the number
     or price of shares of Common Stock  subject to this  Warrant.  The grant of
     this  Warrant  will not affect in any way the right or power of the Company
     to make adjustments,  reclassifications,  reorganizations or changes of its
     capital or business structures, or to merge or consolidate, or to dissolve,
     liquidate, or sell or transfer all or any part of its business or assets.

     10. All questions  concerning this Warrant will be governed and interpreted
and enforced in accordance  with the internal law, not the law of conflicts,  of
the State of Colorado.

       IN WITNESS WHEREOF,  Cognigen Networks, has caused this Warrant to be signed
by its duly  authorized  officer  and this  Warrant to be dated as of  January  31,
2004.

                                          COGNIGEN NETWORKS, INC.
                                          By.
                                             ---------------------------------
                                          Its: President

                              **RESTRICTION ON TRANSFER**

     "The  securities  represented  by this  Certificate  may not be offered for
sale, sold or otherwise transferred except pursuant to an effective registration
statement  under the  Securities  Act of 1933  (the  "Act")  or  pursuant  to an
exemption from  registration  under the Act, the  availability of which is to be
established to the satisfaction of the Company."

                                 **SUBSCRIPTION FORM**

            To be Executed by the Holder of this Warrant if such Holder
               Desires to Exercise this Warrant in Whole or in Part:

      To:   Cognigen Networks, Inc. (the "Company")

            The undersigned
                            --------------------------------

                      Please insert Social Security or other
                         identifying number of Subscriber:

hereby irrevocably elects to exercise the right of purchase represented  by this
Warrant for, and to purchase thereunder,         shares  of the $0.001 par value
                                         -------
common  stock (the  "Common  Stock")  provided  for  therein and tenders payment
herewith to the order of the Company in the amount of $           , such payment
                                                       -----------
being made as provided on the face of this Warrant.

     The undersigned  requests that certificates for such shares of Common Stock
be issued as follows:

Name:
     -------------------------------------------------------------------------

Address:
        ----------------------------------------------------------------------

Deliver to:
           -------------------------------------------------------------------

Address:
        ----------------------------------------------------------------------

and,  if such  number of shares of Common  Stock  shall not be all the shares of
Common Stock purchasable hereunder, that a new Warrant for the balance remaining
of the shares of Common Stock  purchasable  under this Warrant be  registered in
the name of, and delivered to, the undersigned at the address stated above.

Dated:

                     Signature
                              ------------------------------------------------
                            Note:  The  signature  on this  Subscription  Form must
                            correspond  with the name as  written  upon the face of
                            this Warrant in every  particular,  without  alteration
                            or enlargement or any change whatever.

                                **FORM OF ASSIGNMENT**
                        (To Be Signed Only Upon Assignment)

     FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and transfers
unto:

                                            ------------------------------------
                                                [NAME]

      this Warrant, and appoints

                                            ------------------------------------
                                                [NAME]

to  transfer  this  Warrant on the books of the  Company  with the full power of
substitution in the premises.

Dated:
      ------------------

In the presence of:
                   -----------------------------

                                            ------------------------------------

                                    (Signature  must  conform  in all  respects  to
                                    the  name of the  holder  as  specified  on the
                                    face  of  this  Warrant   without   alteration,
                                    enlargement or any change  whatsoever,  and the
                                    signature  must  be  guaranteed  in  the  usual
                                    manner).

                                   EXHIBIT C

                             **MASTER SERVICES AGREEMENT**

This MASTER SERVICES  AGREEMENT (the  "Agreement") is entered into as of the 1st
day of February,  2004,  by and among,  Cognigen  Switching  Technologies,  Inc.
(hereinafter  referred  to as "CST") a  California  corporation  with  principal
offices at Suite 103A, 3220 South Higuera Street, San Luis Obispo, CA 93401, and
Cognigen  Networks,  Inc.  (hereinafter  referred to as  "Cognigen")  a Colorado
Corporation  with its principal  office  located at Suite 210, 7001 Seaview Ave.
NW, Seattle, WA, 98117. CST and COGNIGEN are sometimes referred to herein as the
"Party" or "Parties".

WHEREAS,  CST is the  developer  and owner of computer  programs and  associated
billing  systems  software  and  modules  used  for  telecommunications  rating,
billing, provisioning, customer care, commissioning and database management; and

WHEREAS,  CST, as a wholly owned  subsidiary  of  Cognigen,  has  performed  the
functions of telecommunications  rating, billing,  customer care,  provisioning,
commissioning and database management on behalf of Cognigen in the past, and

WHEREAS,  Cognigen  desires to obtain from CST and CST desires to perform all of
the  aforementioned  functions  going  forward  under the  terms and  conditions
hereinafter set forth;

NOW  THEREFORE,  in  consideration  of the  foregoing  recitals,  of the  mutual
promises,  agreements  and covenants  contained  herein,  and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged by both parties, CST and Cognigen hereby agree as follows:

                                **1. Applicable Terms**

A. Term

Subject to earlier  termination as provided herein,  this Agreement shall become
effective February 1, 2004, and shall continue in effect for a (12) twelve-month
term. This Agreement shall  automatically be extended for successive twelve (12)
month terms unless  Cognigen or CST shall have provided by certified mail to the
other Party written notice of termination at least thirty (30) days prior to the
expiration of the initial or any subsequent term.

B. Termination

Either Party may terminate this Agreement  because of the other Party's material
breach of the Agreement as set forth in Section 4, below.  Any such  termination
shall not relieve  Cognigen of its  obligation  to pay for  services  previously
performed on its behalf.

                                  **C. Early Termination**

     i) Cognigen,  at its sole  discretion,  may terminate this Agreement at any
     time prior to the expiration of the then current term upon thirty (30) days
     prior  written  notice.  In the event  Cognigen  chooses to terminate  this
     Agreement  prior to the expiration of the then current term, CST shall make
     every  reasonable  effort to assist Cognigen in successfully  migrating any
     and all services  performed by CST on  Cognigen's  behalf to a  third-party
     vendor of  Cognigen's  choice,  and  continue to provide  such  services on
     Cognigen's behalf until such time the migration is deemed by Cognigen to be
     complete. Cognigen shall continue to pay CST in full for services performed
     on Cognigen's behalf throughout the course of any such migration effort. In
     addition,  Cognigen  shall  pay CST an  amount  equal to two (2)  times the
     average of the two (2) previous month's invoice amounts (Early  Termination
     Fee) upon the completion of the migration.

     ii) CST may terminate  this  agreement in the event that Cognigen  fails to
     timely pay any  amounts  when due under  Section 3 hereof.  In such  event,
     Cognigen shall be deemed to have elected Early Termination.  Cognigen shall
     pay CST an Early Termination Fee as provided in Section 1.C(i) hereof.

2.  Services.  For the term and any  extensions  thereof,  CST hereby  agrees to
provide Cognigen with the following services (collectively "Services"):

     A.   Database management software with the following capabilities:

                |X|   Multi-Market and/or Cycle Database
                |X|   Miscellaneous Code/Rate Plan Maintenance
                |X|   Electronic Invoice Inquiry/Reporting
                |X|   Payment/Adjustment Posting/Reporting
                |X|   Sales Database and Commission Data Structure Maintenance
                |X|   Provisioning for Multiple Carriers
                |X|   Import/Export

     B.   An order-entry  and  administrative  management  software  system that
          allows the establishment and update of account records. In conjunction
          with the account  records,  rate plans,  product  types,  usage rates,
          monthly recurring  charges and other information  necessary to support
          product sales shall be housed in the CST system. The system also shall
          support the functionality necessary to perform new order activations.

     C.   CST will receive, on Cognigen's behalf, carrier usage data directly at
          CST's facility.  CST will receive database  updates,  which are merged
          with carrier usage data, CST's billing programs and, where applicable,
          the taxation database to rate call records and, if applicable, produce
          end-user  invoices.  Printing,  fulfillment  and mailing  services are
          provided at cost for direct  invoices to  end-users.  CST then updates
          its  software  with post  billing  run results  which  import into the
          account database as well as into various reporting engines and updates
          the accounts receivable system.

     D.   CST  shall  make  every  reasonable  effort  to (a)  produce  end user
          invoices (for Direct Billing) within five (5) business days and/or (b)
          produce  Exchange Message  Interface  (`EMI') records within three (3)
          business days and (c) produce all  management  reports within five (5)
          business days from receipt of all components to be incorporated within
          the  billing  run  exclusive  of newly  formed  markets or cycles,  or
          billing runs containing new carrier data or  modifications to existing
          carrier's data. In the event Cognigen  desires to review the output of
          the billing run prior to it being distributed to either the printer or
          the  Local  Exchange   Carrier  (LEC)   clearinghouse,   whichever  is
          applicable,  such time shall be excluded from the  calculation  of the
          number of business days.

     F.   CST  hereby  agrees  to  provide  Cognigen  the  following   services,
          described in greater detail in Exhibits A-1 and A-2 attached hereto:

          i)   Computer  processing  time  as well as  such  CST  personnel,  as
               determined  by  CST,  required  for  the  purposes  of  producing
               end-user   invoices,   provisioning   and  servicing   customers,
               generating      required      reports,      performing      fraud
               detection/resolution  procedures,  and  for  the  support  of the
               Cognigen database software.

          ii)  All  initial  required  programming  and  processing  of  billing
               information  to produce  Cognigen  invoices on  Cognigen  labeled
               stock.  Changes in billing  formats and  subsequent  additions of
               carriers  requiring  program  modifications  may be invoiced on a
               time and materials basis.

          iii) All output files for bill printing in XML or flat-file  format to
               an approved print vendor selected by Cognigen.

          iv)  If applicable  burst,  stuff,  sort, meter, and mail all Cognigen
               invoices.  In the event  Cognigen  has  insufficient  postage  on
               deposit, CST may at its discretion,  return the unposted items to
               Cognigen for Cognigen to disperse.

          v)   Provide file transfer ability of Cognigen data and detail billing
               between the  locations of CST and  Cognigen.  Cognigen  database,
               invoice summary  information and Cognigen  billing detail may, at
               CST's  discretion,  be mailed in electronic  format via overnight
               carrier at Cognigen's  expense or placed in the  Cognigen's  File
               Transfer  Protocol  (`FTP')  directory  for  Cognigen  retrieval.
               Additional charges may apply.

          vi)  Maintain a billing  system  database  with respect to  Cognigen's
               information  including  but not  limited  to,  account  names and
               addresses,  telephone numbers,  rate tables,  transactions posted
               and any monthly charges associated with its customers.

          vii) Provide all management reports created or in the process of being
               created on Cognigen's behalf, in addition to the reports included
               herein as Exhibit A-2.

          viii) Provide Tax Provider's reports.

          ix)  Provide the CogniConference(TM)conferencing product

          x)   Provide switched services (e.g.  CogniDial(TM),  CogniCall(TM)and
               calling cards)

     G. Cognigen agrees to provide CST with the following:

          i)   Call data records in files complete with  Cognigen's  call record
               billing  information  for  CST  processing.  This  call  data  is
               required of all carriers  providing  carrier service to Cognigen.
               CST is not  responsible for errors on call data provided by third
               parties.

          ii)  Legible  record  layouts for all involved  carriers as applicable
               along  with  accompanying   documentation  on  the  data  fields.
               Cognigen shall make every  reasonable  effort to work with CST to
               ensure that periodic  carrier  changes to record  layouts will be
               communicated  to CST in  writing  no less than  thirty  (30) days
               prior to the layout change.

          iii) Cognigen will ensure that its underlying  carriers properly label
               call records and files so as to clearly indicate  Cognigen's name
               on electronic  files and provide a  transmittal  to accompany the
               file clearly identifying the period covered by the tape. CST will
               assume no liability for any  processing  delays or omissions as a
               result of non-labeled or mislabeled tapes or files.

          iv)  Cognigen  will  have  individuals  on  staff  who  have  a  basic
               understanding  of computers and the functions of their  operating
               system.  Questions as to basic operating system functions will be
               billed at CST's  Programmer/Analyst  Support rate as specified in
               Exhibit A-3.

          v)   Cognigen  understands that the integrity of the billing database,
               and,  therefore the accuracy of its billing,  is dependent on the
               relationships  of  its  internal   tables.   Cognigen  shall  not
               intentionally  add,  modify or delete  data  within  the  billing
               database  with any  software  other  than that  supplied  by CST.
               Cognigen  may use other  software  packages to read data from the
               billing  database.  In the event  Cognigen  does  add,  modify or
               delete table entries from the billing  database,  Cognigen  fully
               understands  that CST may not be in a position to assist Cognigen
               in the recovery of its billing  data.  In the event CST can be of
               assistance in  recovering  the billing data, it shall be at CST's
               current  prevailing  rates.  CST shall be held  harmless from any
               losses to Cognigen as a result of Cognigen  modifying its billing
               database and Cognigen  agrees that doing so  constitutes a breach
               of this agreement and CST may terminate  this  agreement  without
               penalty.  In such event  Cognigen  shall be invoiced  under EARLY
               TERMINATION as outlined in Paragraph 1C(i) of this Agreement.

          vi)  Cognigen will give advance written notice to CST of its intent to
               set up a new market and/or cycle.

          vii) Cognigen understands that in order to assure timely processing of
               Cognigen  invoices,  CST  adheres  to  a  strict  job  processing
               schedule. Cognigen shall make reasonable efforts to provide or to
               have  provided to CST any and all necessary  components  for bill
               processing  within a period not to exceed two (2)  business  days
               after the Monthly  Processing  Date. The Monthly  Processing Date
               shall be defined as the  average of the day of the month the last
               carrier call data records to be  incorporated  in the  processing
               run arrives at CST during the first  three (3) months  under this
               Agreement.  Cognigen  shall  make  all  arrangements  to have the
               carrier data sent  directly to CST and to have each type of media
               properly labeled with Cognigen's company name.

**3. Service Charges; Payment**

     A.   Service Charges. In consideration of the Services,  Cognigen shall pay
          such fees and charges to CST as are  described on Exhibit A-3 attached
          hereto (the "Service Charges").

     B.   Additional  Charges.  Service  Charges are  computed  exclusive of any
          applicable federal, state or local use, excise, gross receipts,  sales
          or other  taxes or similar  charges  ("Additional  Charges"),  whether
          charged  against CST or Cognigen  by reason of the  Services  provided
          hereunder.  Cognigen shall pay all such Additional Charges in addition
          to the Service Charges provided herein.

     C.   Payment. Service Charges are to be payable as follows:

          i)   Service Charges denoted as Set-up Fees on Exhibit A-3 shall start
               accruing February 1, 2004.

          ii)  If incorrect Cognigen information causes a re-run, the greater of
               50% of the  monthly  run cost or $500.00  will be  assessed  as a
               re-run fee.

          iii) During any extension of this  Agreement  beyond its initial term,
               the Monthly  Service Charges shall be those in effect ninety (90)
               days prior to the  expiration of the preceding  term increased by
               up to five (5)  percent.  CST shall give  notice of its intent to
               increase pricing ninety (90) days prior to the end of the initial
               or subsequent terms.

          iv)  Postage  deposits  shall be made one month in  advance.  CST will
               provide a monthly statement showing the  reconciliation of actual
               postage costs versus deposits made by Cognigen.  CST shall notify
               Cognigen   of   inadequate   postage   deposits   and  assume  no
               responsibility  for the delivery of invoices to  Cognigen's  "end
               users" where CST has not received adequate postage deposits.

          v)   If Credit card  accounts  are billed by CST,  funds shall be made
               available to Cognigen  within 3-5 days after the credit card run.
               Cognigen will pay CST its costs  associated with that credit card
               run within ten (10) business days after the credit card run.

          vi)  All other Service Charges, as well as any Additional Charges, are
               payable within thirty (30) days of invoice date.

     D.   Late Payment Charge.  A late payment charge ("Late  Charges") equal to
          the  greater of 1.5% per month (18% per annum) or the  maximum  amount
          allowable by law will be assessed upon any past due invoices.

     E.   Billing  Disputes.  Late Charges shall apply, but shall not be due and
          payable, for any invoice disputed by Cognigen, provided that Cognigen

          (i)  pays all undisputed charges in respect thereof when due,

          (ii) presents  a written  statement  to CST  within a thirty  (30) day
               period   setting  forth  in  reasonable   detail  the  basis  for
               Cognigen's dispute or disagreement, and

          (iii)negotiates  in good faith with CST for the  purpose of  resolving
               such dispute  within a thirty (30) day period.  In the event such
               dispute is resolved in favor of CST,  Cognigen  agrees to pay CST
               the disputed  amount,  together with all applicable Late Charges,
               within  ten (10)  days of  resolution.  In the  event  that  such
               dispute is resolved in favor of Cognigen, Cognigen will receive a
               credit for the  disputed  amount in question  and all  applicable
               Late Charges. CST shall not be obligated to consider any Cognigen
               notice of  billing  disputes  that is  received  by CST more than
               sixty  (60)  days  following  the  due  date  of the  invoice  in
               question.

**4. Remedies for Breach.**

Except as provided in Section 1.C, in the event  Cognigen or CST is in breach of
this Agreement,  CST or Cognigen may, at CST's or Cognigen's  option,  terminate
this Agreement by written notice to the other.  Cognigen and CST will be granted
a fifteen  (15) day cure period to remedy the breach  upon  receipt of Notice of
Termination. Should Cognigen or CST unreasonably fail to cure said default, this
Agreement shall terminate on the date specified in CST's or Cognigen's Notice of
Termination as if said date were the date specified herein for expiration of the
term of this Agreement. On and after the effective date of such termination, CST
shall  have no  further  obligation  to  render  technical  support  or  service
hereunder.  Termination  of the  Agreement  shall be in  addition  to all  other
remedies available to CST or Cognigen, at law and in equity.

**5.    Warranty**

CST MAKES NO  REPRESENTATIONS  NOR  WARRANTIES,  EXPRESS OR  IMPLIED,  ABOUT THE
SERVICES  PROVIDED  HEREUNDER,  INCLUDING,  BUT NOT LIMITED TO, ANY  WARRANTY OF
MERCHANTABILITY  OR  FITNESS  FOR A  PARTICULAR  PURPOSE  OR USE OR ANY  IMPLIED
WARRANTY ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE.

**6. Wrongful Acts; General Indemnity; Reimbursement; Limited Liability**

     A.   Wrongful  Acts:  Regardless  of the nature of any claim or the form of
          any action which may be brought  against CST as a result of or arising
          out of any errors or omissions  which CST may make or which may result
          from  providing  services  for  Cognigen,  CST's  sole  liability  and
          obligation to Cognigen shall be to use commercially reasonable efforts
          to investigate  and, to the extent  reasonably  practicable and within
          the reasonable  control of CST, correct the circumstances  that caused
          such errors. CST shall not be liable for any loss or damages sustained
          by reason of any failure,  delay or interruption of services  (whether
          or not within the control of CST) covered by this Agreement, nor shall
          CST provide  Cognigen  with any credits to be applied  against  future
          amounts due,  whether such loss or damage arises  because of breakdown
          of equipment, software errors or because of any other reason. Cognigen
          understands  that it shares in the quality control and review process.
          While CST will  apply  its  knowledge  and  experience  to  diligently
          discharge  its  obligations,  no  information  related to the Services
          provided  hereunder will be released from CST's data  processing  shop
          without Cognigen's  approval.  CST's liability hereunder or in any way
          related  to  its  obligations   hereunder  or  the  relationships  and
          transactions   contemplated   hereby   shall   under   no   individual
          circumstances  (whether  based  on  a  contract,   negligence,  strict
          liability  or other  legal or  equitable  theory) be greater  than the
          amount of fees paid by Cognigen for the services with respect to which
          the error or omission  occurred and in the aggregate  shall not exceed
          the amount paid to CST hereunder for the one month period  immediately
          preceding the last event which gave rise to a claim or action.

     B.   General Indemnity:  Cognigen shall forever indemnify and hold harmless
          CST, its Affiliates and their respective officers, members, directors,
          employees and agents,  against and from any and all  liability,  loss,
          damages,  costs and expense  (including  attorneys'  fees and costs of
          litigation)  arising out of or in connection  with any claim or action
          which any person or entity (other than  Cognigen) may file or threaten
          to file against either Party or its officers, directors,  employees or
          agents in any way  relating  to this  Agreement  or the  provision  of
          Services.  The  indemnification  provided  herein  shall  survive  the
          termination  of this  Agreement  and the  termination  of any Services
          provided  pursuant  to  this  Agreement.   Notwithstanding  any  other
          provision  of  this  Agreement,  the  officers,  directors,  managers,
          members,  employees  and  agents of CST  shall  have no  liability  to
          Cognigen,  or any  affiliate of Cognigen,  under this  Agreement or in
          connection with Services to be provided hereunder.

     C.   Reimbursement:  Cognigen  agrees to reimburse  CST for all  reasonable
          costs and expenses  incurred by CST due to CST's direct  participation
          (either as a Party or witness) in any  administrative,  regulatory  or
          criminal  proceeding  concerning Cognigen if CST's involvement in said
          proceeding is based solely on CST's provision of Services to Cognigen.

     D.   Indemnification; Limitations of Liability:

          i)   Cognigen shall  indemnify,  defend and hold CST harmless from and
               against any and all claims, demands, suits, judgments,  losses or
               expenses, including reasonable attorney's fees resulting from any
               act  and/or  omission  of  Cognigen,  its  agents,   servants  or
               representatives  while  engaged in, or in  connection  with,  the
               discharge  or  performance  of  the  obligations  to be  done  or
               performed by Cognigen  hereunder  or otherwise  arising out of or
               related to the transactions contemplated hereby.

          ii)  CST will not be liable for  consequential,  incidental,  special,
               punitive,  exemplary  or  indirect  loss or  damages  of any kind
               arising out of this  Agreement  or  relating to the  transactions
               contemplated  hereby or any  failure to perform  its  obligations
               hereunder  even if CST was  advised  of the  possibility  of such
               damages.  CST will  have no  liability  to  Cognigen  for loss or
               damage to  goodwill or for  revenues  or profits  that might have
               been  generated  or  earned  under  this  Agreement  but  for the
               inability or failure of CST to perform its obligations  hereunder
               or in the event of discontinuation or modification of Services or
               otherwise  in  connection  with  the  transactions   contemplated
               hereby,  nor shall CST have liability for the cost or procurement
               of substitute Services.

          iii) CST will  have no  liability  for  fraudulent  activity  or other
               inappropriate  activities of  End-Users,  nor for the guaranty of
               any checks processed by CST.

          iv)  Cognigen  agrees not to violate any FCC or other federal or state
               rules regarding Cognigen slamming or cramming. Cognigen agrees to
               fully and immediately reimburse, CST and the employees, officers,
               directors,  partners,   shareholders,   successors,  assigns  and
               independent   contractors  of  CST,  for  all  claims,   damages,
               liabilities  or expense  of any  description  (including  but not
               limited to reasonable  attorneys  fees and costs)  arising out of
               the violation by Cognigen or any of Cognigen's employees,  agents
               or  representatives  of any  applicable  FCC and/or  state  rules
               regarding Cognigen slamming or cramming.  Cognigen further agrees
               that  Cognigen  will not settle any such dispute or claim without
               consulting  with CST and obtaining  CST's prior written  consent.
               Cognigen must also allow CST to participate in its own defense at
               Cognigen's expense.

          v)   Cognigen shall be solely and singularly  responsible  for payment
               of any  commissions  or  other  compensation  owed to  Cognigen's
               employees,  agents or  representatives.  Nothing contained herein
               shall be construed to create any  obligation by CST whatsoever to
               pay  commissions  or  other  compensation  to any  of  Cognigen's
               employees,  agents or  representatives.  Cognigen shall indemnify
               and hold  harmless CST from and against any and all claims by any
               of Cognigen's employees, agents or representatives for payment of
               commissions or other compensation.

          vi)  CST shall indemnify,  defend and hold Cognigen  harmless from and
               against any and all claims, demands, suits, judgments,  losses or
               expenses, including reasonable attorney's fees resulting from any
               act  and/or   omission   of  CST,   its   agents,   servants   or
               representatives  while  engaged in, or in  connection  with,  the
               discharge  or  performance  of  the  obligations  to be  done  or
               performed by CST hereunder or otherwise arising out of or related
               to the transactions completed hereby.

          vii) Cognigen  will  not  be  liable  for  consequential,  incidental,
               special,  punitive,  exemplary or indirect loss or damages or any
               kind   arising  out  of  this   Agreement   or  relating  to  the
               transactions  contemplated  hereby or any  failure to perform its
               obligations  hereunder  even  if  Cognigen  was  advised  of  the
               possibility  of such damages.  Cognigen will have no liability to
               CST for loss or damage to  goodwill  or for  revenues  or profits
               that might have been generated or earned under this Agreement but
               for  the   inability  or  failure  of  Cognigen  to  perform  its
               obligations  hereunder  or in the  event  of  discontinuation  or
               modification  of services or  otherwise  in  connection  with the
               transactions  contemplated  hereby,  nor shall CST have liability
               for the cost or procurement of substitute services.

**7. Alternative Dispute Resolution**

     A.   Arbitration.  In the event of any  dispute or claim  arising out of or
          relating to this Agreement,  or the breach thereof,  the Parties agree
          that each shall discuss and negotiate the issues  between the Parties'
          authorized  agents,  with  informal  escalation  within  the  Parties'
          organizations  as  necessary  to  pursue  and  achieve  resolution  as
          expeditiously  as  possible.  If a  resolution  cannot be  arrived  at
          between the Parties through informal  negotiations as described above,
          either Party may serve written notice upon the other that negotiations
          have reached an impasse.  After  written  notice of impasse is served,
          either Party may, within sixty (60) days after service of this notice,
          serve  upon the other  written  demand  that the  dispute  or claim be
          submitted  to  arbitration.  Said demand shall set forth the nature of
          the dispute or claim, an approximation  of the amount in question,  if
          any, and the nature of the remedy  sought.  The dispute or claim shall
          be submitted to arbitration  administered by the American  Arbitration
          Association ("AAA"), or any successor organization, under AAA's or any
          successor  organization's rules for commercial  arbitration.  Judgment
          upon an award  rendered  by the  arbitrator(s)  may be  entered in any
          court having jurisdiction  thereof.  The place of arbitration shall be
          San Luis Obispo, California.

     B.   Authorized  Agent.  In the  absence of express  written  notice to the
          contrary,  each Party's  authorized agent for purposes of this Section
          10 herein shall be deemed to be each Party's representative whose name
          appears as a signatory  to this  Agreement,  or the  successor of such
          person.

**8. Force Majeure**

If CST's or Cognigen's performance of this Agreement or any obligation hereunder
is  prevented,  restricted or  interfered  with by causes beyond its  reasonable
control  including,  but not limited to, acts of God, acts of  terrorism,  fire,
explosion,  vandalism,  loss of  electrical  power,  cable  cut,  storm or other
similar occurrence, any law, order, regulation,  direction, action or request of
the  United  States  government  or any  foreign  government,  or state or local
governments,   or  of  any  department,   agency,  commission,   court,  bureau,
corporation or other instrumentality of any one or more such governments,  or of
any civil or military authority, or by national emergency,  insurrection,  riot,
war, strike,  lockout or work stoppage or other labor difficulties,  or supplier
failure,  shortage,  breach or delay, then CST or Cognigen shall be excused from
such  performance  on a day-to-day  basis to the extent of such  restriction  or
interference.   CST  or  Cognigen  shall  use   reasonable   efforts  under  the
circumstances to avoid or remove such causes or nonperformance and shall proceed
to perform with reasonable dispatch whenever such causes are removed or cease.

**9. Notices**

Cognigen shall notify CST in writing if Cognigen's  billing address is different
from the address shown below. Any invoice,  notice, demand, request,  payment or
other  communications given hereunder shall be in writing and shall be deemed to
be  received  (a) when  delivered  if given in person or by  courier  or courier
service  or (b) on the date and at the time of  transmission  if sent by  telex,
facsimile or other wire transmission  (receipt  confirmed) or (c) by registered,
certified mail five (5) business days after being  deposited in the mail postage
prepaid, return receipt confirmed.

      **CST Notice:
      ----------**
               David G. Lucas
               Chief Financial Officer
               Suite 103A, 3220 South Higuera Street
               San Luis Obispo, CA 93401
               877-608-3769
               805-786-2644

      **Cognigen Notice:
      ----------------**
               Gary L. Cook
               Chief Financial Officer
               Suite 210, 7001 Seaview Ave. NW
               Seattle, WA 98117
               Phone: 206-297-6151
               Fax:      206-297-6161
               E-mail: gary@ld.net

      **Cognigen Invoices to:**
      Name:    Gary L. Cook
      Address: Suite 210, 7001 Seaview Ave. NW
               Seattle, WA 98117
      Phone:   206-297-6151
      Fax:     206-297-6161
      E-mail:  gary@ld.net

**10.   No-Waiver**

No term or provision of this  Agreement  shall be deemed waived and no breach or
default  shall be deemed  excused  unless  such  waiver or  consent  shall be in
writing and signed by the Party claimed to have waived or  consented.  A consent
to waiver of or excuse for a breach or default by either Party,  whether express
or implied,  shall not  constitute  a consent  to,  waiver of, or excuse for any
different or subsequent breach or default.

**11.   Partial Invalidity; Government Action**

     A.   Partial Invalidity:  If any part of any provision of this Agreement or
          any other  agreement,  document  or writing  given  pursuant  to or in
          connection with this Agreement shall be invalid or unenforceable under
          applicable law, rule or regulation,  that part shall be ineffective to
          the extent of such invalidity  only,  without in any way affecting the
          remaining parts of that provision or the remaining  provisions of this
          Agreement.  In such event,  Cognigen  and CST will  negotiate  in good
          faith with  respect to any such invalid or  unenforceable  part to the
          extent necessary to render such part valid and enforceable.

     B.   Exclusive  Remedies.  Except as  otherwise  specifically  provided for
          herein,  the  remedies  set  forth  in  this  Agreement  comprise  the
          exclusive remedies available to either Party at law or in equity.

**12.   Choice of Law Forum**

     A.   Law: This Agreement  shall be construed under the laws of the State of
          California without regard to choice of law principles.

     B.   Forum:  Any legal action or proceeding  with respect to this Agreement
          may be brought in the Courts of the State of California in and for the
          County of San Luis Obispo, California. By execution of this Agreement,
          both  Cognigen  and CST  hereby  submit to such  jurisdiction,  hereby
          expressly  waiving whatever rights may correspond to either of them by
          reason of their  present or future  domicile.  In  furtherance  of the
          foregoing,  Cognigen and CST hereby  agree to service by U.S.  Mail at
          the notice addresses referenced in Section 9.

**13.   Confidential Information; Non-Solicitation**

     A.   Any specifications,  drawings,  sketches,  models,  lists,  proposals,
          marketing data, samples, tools, designs, computer programs,  technical
          information,  confidential business information or data, written, oral
          or otherwise (all hereinafter designated Information) furnished by the
          Parties to one  another  hereunder  shall  remain the  property of the
          supplier  of such  Information.  All  copies  of such  Information  in
          written,  graphic  or other  tangible  form shall be  returned  to the
          supplier of such  Information upon request or upon termination of this
          Agreement.

     B.   Subject to the exception noted in (A) above,  unless such  Information
          has been or is  subsequently  made  public by the  supplier to a third
          party,  it shall be kept  confidential  by the  recipient and shall be
          used  by  the  recipient  only  in  connection   with  fulfilling  the
          obligations of the recipient  which arise pursuant to this  Agreement,
          unless the prior written consent of the supplying Party is obtained.

     C.   Nothing herein shall be construed as waiving the right of either Party
          to  require  the  other  party to  execute  a  written  non-disclosure
          agreement containing  reasonable additional terms and conditions prior
          to the supplying of particular  confidential  Information from time to
          time.

     D.   During  the  Term  and for a  period  of one (1)  year  following  the
          termination  of this  Agreement,  Cognigen  and CST each  agree not to
          directly or  indirectly  solicit  any  employee of the other Party for
          employment as an employee, independent contractor, partner, or agent.

**14.   Successors and Assignment.**

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
     Parties  hereto  and their  respective  successors  or  assigns,  provided,
     however,  that  Cognigen  shall  not  assign  or  transfer  its  rights  or
     obligations  under this Agreement without the prior written consent of CST,
     whose consent shall not be unreasonably withheld, and further provided that
     any assignment or transfer without such consent shall be void.

**15.   General.**

     A.   Survival  of  Terms:  The  terms  and  provisions  contained  in  this
          Agreement  that by their sense and context are intended to survive the
          performance  thereof  by the  Parties  hereto  shall  so  survive  the
          completion  of  performance   and   termination  of  this   Agreement,
          including, without limitation,  provisions for indemnification and the
          making of any and all payments due hereunder.

     B.   Industry Terms:  Words having  well-known  technical or trade meanings
          shall be so construed, and all listings of items shall not be taken to
          be  exclusive,  but shall  include  other  items,  whether  similar or
          dissimilar to those listed, as the context reasonably requires.

     C.   Rule of Construction: No rule of construction requiring interpretation
          against the drafting Party hereof shall apply in the interpretation of
          this Agreement.

     D.   Headings.  Descriptive  headings in this Agreement are for convenience
          only and shall not affect the construction of this Agreement.

     E.   Remedy. Except as otherwise provided herein, the remedies provided for
          in this Agreement are in addition to any other  remedies  available at
          law or in equity by statute or otherwise.

     F.   Modification.   This  Agreement  may  not  be  amended  except  by  an
          instrument in writing,  executed by the Parties.  No  modification  or
          amendment hereto shall be effected by the acknowledgment or acceptance
          by either Party of any order,  sales  acknowledgment  or other similar
          form from the other Party.

     G.   Execution.  This  Agreement  may be executed in several  counterparts,
          each  of  which  shall  constitute  an  original,  but  all  of  which
          constitute one and the same instrument.

**16.     Entire Agreement.**

This Agreement consists of all of the terms and conditions contained herein, and
all  of the  Exhibits  hereto.  This  Agreement  constitutes  the  complete  and
exclusive statement of the understandings between the Parties and supersedes all
proposals and prior agreements (oral or written) between the Parties relating to
the services  provided  hereunder.  No subsequent  agreement between the Parties
concerning  the  services  shall be  effective  or binding  unless it is made in
writing and subscribed to by authorized representatives of Cognigen and CST.

IN WITNESS  WHEREOF,  the Parties have executed this Master  Services  Agreement on
the date first written above.

Cognigen Networks, Inc.                    Cognigen Switching Technologies, Inc.

______________________________             _______________________________
(Signature)                                 (Signature)

______________________________             _______________________________
Name                                        Name

______________________________             _______________________________
Title                                       Title

______________________________             _______________________________
Date                                        Date

**Exhibit A-1: Description of Services Provided By CST****MIS related functions**
|_|   Account Administration
|_|   A/R administration with Account History
|_|   LockBox processing and reporting
|_|   Credit Card processing and reporting
|_|   Credit card decline reports
|_|   Aging reports
|_|   Provisioning reports (See Exhibit A-2)
|_|   Order breakage reports (See Exhibit A-2)
|_|   Usage reports  (See Exhibit A-2)
|_|   Billing summary reports  (See Exhibit A-2)
|_|   Vendor reports  (See Exhibit A-2)
|_|   Peachtree Accounting import files

**Carrier Reconciliation**
CST generates several reports that breakdown carrier costs and resulting margins
on a bill period basis and calendar  month basis.  CST utilizes these reports in
comparing   calculated   costs   against   carrier  bills  to  detect  over  and
undercharging.  CST shall make every  reasonable  effort to  identify  potential
carrier disputes and provide Cognigen the requisite  support data to file formal
disputes with Cognigen's carriers.

**Daily Fraud detection procedures**
On a daily basis CST flags all accounts with
|_|   more than 100 minutes in a day
|_|   more than 2 hour calls
|_|   more than 100 dollars in a day
|_|   more than 100 dollars for a bill period
|_|   several other reports are generated and acted on

**Invoicing**
Web invoice and paper invoices are generated on a monthly basis.

**Taxing**
|_|   Taxing at individual call level
|_|   Monthly Tax data file generation used for TaxPartners reporting
|_|   Quarterly Tax data file generation used for TaxPartners reporting
|_|   Monthly CCH Tax data import and system update
|_|   Daily Tax exception handling for anomalous tax jurisdictions

**Costing**
|_|   Costing at a call level
|_|   Periodic underlying carrier cost data import and system update
|_|   Daily Cost exception handling for anomalous cost regions

**Charging**
|_|   Charging at a call level based on class of service and product model
|_|   1 Plus outbound based on origination billing tier
|_|   1 Plus toll free based on termination billing tier
|_|   Dedicated toll free based on orig billing tier
|_|   Dedicated outbound based on circuit orig billing tier
|_|   Dedicated toll free based on orig lata
|_|   Dedicated 80/20 surcharge on accounts with greater than 20% "non-RBOC"
         traffic

**Rate Tables**
|_|   Maintain customized BASE RATES table used to generate PRODUCT RATE GROUPS
|_|   Generate new product rate groups and brands as requested usually 3 to 5 new
         brands a week
|_|   Update PRODUCT RATE GROUPS as needed
|_|   Generate data files required to populate marketing sites that are handled
         by Cognigen's IT personnel

**Carrier Interface (Sprint/UUnet/Global Crossing)**
 All carriers have unique interfaces, procedures and personnel that CST must deal
  with daily:
|_|   Daily call detail download ( Sprint and GX only )
|_|   Periodic call detail processing via FED/EX cd ( UUnet only )
|_|   Daily care download
|_|   Upload of new orders several times a day
|_|   Handle line activation, deactivation and cancel as needed
|_|   Handle toll free activation, deactivation and cancel as needed
|_|   Process PICC data files for PICC fee presentation on invoices

**Subscriber Activation**
 Handle custom order transactions from Cognigen order entry sites in real time
  updated for each new product brand
 Automated email feed back system
|_|   Order progress
|_|   Provisioning progress
|_|   Credit card issues
|_|   Collection issues
|_|   Fraud protection warning reports
|_|   Self help feed back system
|_|   On demand provisioning progress interface

**Customers' Account Management Web site**
 A website is generated for each new account that signs up that allows the
  customer to manage the following:
|_|   Update/Add credit card
|_|   Update address
|_|   Update email address
|_|   Send Web based email to customer service
|_|   Add new ANI lines and choose local toll and/or 1plus jurisdictions
|_|   Add new Toll free numbers and ringto numbers
|_|   Add new Calling card pins which are activated in real time
|_|   Update/Add dial-around lines
|_|   View accounting transactions:
|_|   payments made and type
|_|   credits received and type
|_|   View all billing summary reports shows number, type and detail of calls
         made for a bill period
|_|   View on-line invoice archive
|_|   View on-line raw call detail
|_|   Rate quotes
|_|   Aging report which show 30,60,90,120 status of account

**Agents' Brand Management Web Site**
 This web site will be made available to ALL agents for the purposes of managing
 accounts and assisting in customer service, collection and provisioning issues.
 Many agents are hands on and prefer to be involved with their accounts care and
 feeding. This web site allows the agent to do the following.
      View all accounts under the brand by:
|_|   accounts sent to carrier and carrier PIC status
|_|   closed accounts and reason code for close
|_|   aging report showing current, 30,60,90,120 accounts
      View action item report that shows the highest priority action items that
      the agent must      attend to and collection and provisioning issues
      View and add notes to accounts

**Customer service Subscriber activation system**
 This web site is used by internal customer service to:
|_|   View all new and pending orders by product brand
|_|   Identify all VERIFIED orders
|_|   Send email and phone communications to customers that require forms or more
         information
|_|   Perform EquiFax credit checks and send to provisioning system
|_|   Abandon orders for over 20 reasons and note accounts

**Provisioning system**
|_|   This system accepts verified orders and determines which carrier to send
         the order to based on customized carrier PIC business rules developed
         for each product.
|_|   The daily care (TCSI) and call detail is used to determine the status of a
         line or toll free number.  Automated email messages are sent out for
         customer required action or successful line or toll free number switch.
|_|   Automatic resubmit of orders is performed when no care has been received
         for line or toll free number within 3 days.  Most of the time some kind
         of care is received with 24 hours.  This system was developed when it
         was found that our carriers sometimes manage to "drop" order lines.
         This sweeping action has resurrected many orders.
|_|   Automated action item emails to carrier account managers:
         There are many instances when the carrier procedures require that an
         actual email is sent to the account manager as a work order so that a
         line can be added to our - Cognigen's carrier account.  This system
         detects which email, carrier and account manager to send the message
         to.  Also, it receives the email reply and automatically processes the
         result and performs the resubmit or account status change, etc.

**Dial-Around, Calling Card and Conference System**
 CST has integrated Cognigen's 1 plus product with CST's existing conferencing,
international calling card and dial-around platform.  All calls made on this
system appear on the same single 1 plus invoice.  The customer can manage all of
these services from a single account administration web site.

**Exhibit A-3: Service Charges

Conferencing Product**
o     CST will pay Cognigen twenty percent (20%) commission on billed revenue,
      less taxes and surcharges

**Switched Services**
o     CST will price the provision of switched services to Cognigen at CST's
      applicable carrier costs plus twenty percent (20%)

**Customer Service and Provisioning**
o     $18.00 per hour/per seat
o     Standard hours of service (PST): 7:00 AM to 5:00 PM, Monday through Saturday
o     Customer service work requested by Cognigen outside of standard hours of
      service will be invoiced at $50 per hour/per seat
o     Initial staffing is 8 full-time seats (40 hours per week)
o     Additional staffing requires prior approval by Cognigen

**Rating and Billing**
o     2.5% of Cognigen's 1+ and dedicated billed revenue, less taxes and
       surcharges

_     Rate Table Management and System Administration
o     $4,000.00 per month

_     Special Projects/Requests
o     Requested modifications to the current billing/reporting system made after
       the execution date of this Agreement will be assessed at CST's
       Programmer/Analyst Support Rate
o     Programmer/Analyst Support Rate = $150.00 per hour

_     Adhoc Report Processing
o     Requests for adhoc reports will be invoiced to Cognigen at $150.00 per hour

**New Brand Installation**
o     Eight (8) brand installations for no cost per calendar month ( non
       cumulative ) each brand installation after is installed at a charge of
       $50.  Any unused monthly brand installations do not carry forward to
       successive months.

**New Base Rate Installation**
o     $50.00 setup fee for each new Base Rate

_     Posting and Shipping Fees
o     Cognigen  will provide CST with a postage  deposit one month in advance.  CST
       will provide a monthly  reconciliation.  CST shall assume no responsibility
       for delivery to the U.S.  Postal  system in the absence of postage funds on
       hand.

**Invoice Stationary and Printing Services**
o     CST's actual costs for invoice stationery and printing  services,  as well as
       logo set-up fees, will be passed through to Cognigen.

**Miscellaneous Shipping**
o     At applicable carrier rates, as directed by the Cognigen.

**Mailings Letters/Fulfillment**
o     Work requested by Cognigen will be billed at cost plus 20% margin

                                     **EXHIBIT C

                       TO STOCK FOR STOCK EXCHANGE AGREEMENT

                     CST BALANCE SHEET AND ADJUSTMENT SCHEDULE

                     Cognigen Switching Technologies, Inc.
                                 Balance Sheet
                                January 31, 2004**

         ASSETS

Current Assets
Petty Cash                              200.00
Cash checking B of A                  9,554.96
First Regional Reserve               20,028.00
Accounts Receivable                 109,941.24
Allowance for Doubtful Account      (24,328.56)
                                    ----------

Total Current Assets                           115,395.64

Property and Equipment
Furniture and Fixtures                4,981.92
Switch equipment                    226,358.33
Computer Equipment                   36,196.40
Leasehold Improvements               23,203.90
Software                              6,015.39
Accum. Depreciation-Furniture        (3,006.78)
Accum. Depreciation-Switch         (150,108.53)
Accum. Depreciation-Computer        (48,274.07)
Accum. Depreciation-Leasehold       (17,638.78)
Accumulated Depreciation Softw       (6,015.39)
                                   -----------

Total Property and Equipment                   71,712.39

Other Assets
Deposits                             28,935.96
                                   -----------

Total Other Assets                             28,935.96
                                               ---------

Total Assets                                   216,043.99
                                               =========

LIABILITIES AND CAPITAL

Current Liabilities
Accounts Payable                     96,447.90
Accrued Commissions                  12,310.76
Wages Payable                        17,812.02
Accrued Vacation                     29,179.25
State and Local Taxes Payable           452.02
Accrued Taxes AAA                     3,551.90
Accrued Payphone Charges              1,182.43
                                     ---------

Total Current Liabilities                      160,936.28

Long-Term Liabilities
Notes Payable-Noncurrent            223,555.93
                                    ----------

Total Long-Term Liabilities                    223,555.93
                                               ---------

Total Liabilities                              384,492.21

Capital
Common Stock                         12,000.00
Paid-in Capital                   2,606,027.02
Retained Earnings                (2,548,676.19)
Net Income                         (237,799.05)
                                 -------------

Total Capital                                  (168,448.22)
                                               -----------

Total Liabilities & Capital                    216,043.99
                                               ==========

--------------------------------------------------------
```