Exhibit
10.31








THIS
NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THEY MAY NOT
BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN
OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT
REQUIRED.





COGNIGEN
NETWORKS, INC.




UNSECURED
PROMISSORY NOTE




$125,000                                                                                                                                  December 5,
2007




FOR VALUE
RECEIVED, Cognigen Networks, Inc., a Colorado corporation (the “Company”) promises to pay to
BayHill Capital LC, a Utah company (“BHC”), or its registered
assigns, in lawful money of the United States of America the principal sum of
One Hundred Twenty-five Thousand Dollars $125,000, or such lesser amount as
shall equal the outstanding principal amount hereof, together with interest from
the date of this Unsecured Promissory Note (this “Note”) on the unpaid principal
balance at a rate equal to twelve percent (12%) per annum, at the end of each of
the Company’s fiscal quarters, computed on the basis of the actual number of
days elapsed and a year of 365 days.  All unpaid principal, together
with any then unpaid and accrued interest and other amounts payable hereunder,
shall be due and payable on the earlier of (i) March 31, 2008 (the “Maturity Date”), or
(ii) when, upon or after the occurrence of an Event of Default (as defined
below), such amounts are declared due and payable by BHC or made automatically
due and payable in accordance with the terms hereof.




The
following is a statement of the rights of BHC and the conditions to which this
Note is subject, and to which BHC, by the acceptance of this Note,
agrees:




1.  Definitions.  As
used in this Note, the following capitalized terms have the following
meanings:




(a)  “Company” includes the
corporation initially executing this Note and any Person which shall succeed to
or assume the obligations of the Company under this Note.




(b)  “Event of Default” has the
meaning given in Section 4
hereof.




(c)  “BHC” shall mean the Person
specified in the introductory paragraph of this Note or any Person who shall at
the time be the registered holder of this Note.




(d)  “Obligations” shall mean and
include all loans, advances, debts, liabilities and obligations, howsoever
arising, owed by the Company to BHC pursuant to the terms of this Note,
including, all interest, fees, charges, expenses, attorneys’ fees and costs and
accountants’ fees and costs chargeable to and payable by the Company hereunder
and thereunder.











(e)  “Person” shall mean and include
an individual, a partnership, a corporation (including a business trust), a
joint stock company, a limited liability company, an unincorporated association,
a joint venture or other entity or a governmental authority.




(f)  “Securities Act” shall mean the
Securities Act of 1933, as amended.




(g)  “Transaction Documents” shall
mean this Note.




2.  Interest.  Interest
shall accrue at a rate of twelve percent (12%) per annum.  Accrued
interest on this Note shall be calculated and payable at the end of each
calendar quarter and when the principal amount hereunder becoms due and
payable.




3.  Prepayment.  The
Company may prepay the outstanding principal balance and accrued interest under
the Note any time.




4.  Events of
Default.  The occurrence of any of the following shall
constitute an “Event of
Default” under this Note and the other Transaction
Documents:




(a)
            Failure to
      Pay.  The Company shall fail to pay (i) when due any
      principal or interest payment on the due date hereunder or (ii) any
      other payment required under the terms of this Note on the date due and
      such payment shall not have been made within ten days of the Company’s
      receipt of BHC’s written notice to the Company of such failure to pay;
      or




(b)
            Breaches of
      Covenants.The Company shall fail to observe or perform
      any other covenant, obligation, condition or agreement contained in this
      Note and (i) such failure shall continue for 15 days after the
      Company receives notice thereof from BHC, or (ii) if such failure is
      not curable within such 15-day period, but is reasonably capable of cure
      within 30 days, either (A) such failure shall continue for 30 days or
      (B) the Company shall not have commenced a cure in a manner
      reasonably satisfactory to BHC within the initial 15-day period;
      or




(c)
            Voluntary Bankruptcy or
      Insolvency Proceedings.The Company shall (i) apply
      for or consent to the appointment of a receiver, trustee, liquidator or
      custodian of itself or of all or a substantial part of its property,
      (ii) be unable, or admit in writing its inability, to pay its debts
      generally as they mature, (iii) make a general assignment for the
      benefit of its creditors, (iv) be dissolved or liquidated,
      (v) commence a voluntary case or other proceeding seeking
      liquidation, reorganization or other relief with respect to itself or its
      debts under any bankruptcy, insolvency or other similar law now or
      hereafter in effect or consent to any such relief or to the appointment of
      or taking possession of its property by any official in an involuntary
      case or other proceeding commenced against it, or (vi) take any
      action for the purpose of effecting any of the
  foregoing;




(d)
            Involuntary Bankruptcy or
      Insolvency Proceedings.Proceedings for the appointment
      of a receiver, trustee, liquidator or custodian of the Company or of all
      or a substantial part of the property thereof, or an involuntary case or
      other proceedings seeking liquidation, reorganization or other relief with
      respect to the Company or the debts






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5.  Rights of BHC
upon Default.  Upon the occurrence or existence of any Event of
Default (other than an Event of Default described in Sections 4(d)) and at any
time thereafter during the continuance of such Event of Default, BHC may, by
written notice to the Company, declare all outstanding Obligations payable by
the Company hereunder to be immediately due and payable without presentment,
demand, protest or any other notice of any kind, all of which are hereby
expressly waived, anything contained herein to the contrary
notwithstanding.  Upon the occurrence or existence of any Event of
Default described in Sections 4(d),
immediately and without notice, all outstanding Obligations payable by the
Company hereunder shall automatically become immediately due and payable,
without presentment, demand, protest or any other notice of any kind, all of
which are hereby expressly waived.




6.  Successors and
Assigns.  The rights and
obligations of the Company and BHC shall be binding upon and benefit the
successors, assigns, heirs, administrators and transferees of the
parties.




7.  Waiver and
Amendment.  Any provision of
this Note may be amended, waived or modified upon the written consent of (i) the
Company and the BHC.




8.  Transfer of this
Note or Securities Issuable on Conversion Hereof.  With respect to
any offer, sale or other disposition of this Note, BHC will give written notice
to the Company prior thereto, describing briefly the manner thereof, together
with a written opinion of BHC’s counsel, or other evidence if reasonably
satisfactory to the Company. Upon receiving such written notice and reasonably
satisfactory opinion, if so requested, or other evidence, the Company, as
promptly as practicable, shall notify BHC that BHC may sell or otherwise dispose
of this Note in accordance with the terms of the notice delivered to the
Company.  If a determination has been made pursuant to this Section 8 that the
opinion of counsel for BHC, or other evidence, is not reasonably satisfactory to
the Company, the Company shall so notify BHC promptly after such determination
has been made




9.  Notices.  All notices,
requests, demands, consents, instructions or other communications required or
permitted hereunder shall be in writing and faxed, mailed or delivered to each
party at the respective addresses of the parties as set forth in the Purchase
Agreement, or at such other address or facsimile number as the Company shall
have furnished to BHC in writing.  All such notices and communications
will be deemed effectively given the earlier of (i) when received,
(ii) when delivered personally, (iii) one business day after being
delivered by facsimile (with receipt of appropriate confirmation), (iv) one
business day after being deposited with an overnight courier service of
recognized standing or (v) four days after being deposited in the U.S.
mail, first class with postage prepaid.




10.  Payment.  Payment of the
principal amount hereunder shall be made in lawful tender of the United
States.  Payment of accrued interest shall be made in lawful tender of
the United States or in Common Stock, at the discretion of the
Company.  If the Company pays the accrued interest in Common Stock,
the number of shares of Common Stock will be calculated based on a price of
$0.03 per share of Common Stock, and the Company will deliver, or cause to be
delivered, certificates representing the shares of Common Stock within thirty
(30) days of the principal amount hereunder becoming due and
payable.






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11.  No Rights as
Stockholders.  This Note does
not entitle the BHC to any voting rights or other rights as a stockholder of the
Company.




12.  Default Rate;
Usury.  During any period
in which an Event of Default has occurred and is continuing, the Company shall
pay interest on the unpaid principal balance hereof at a rate per annum equal
twenty percent (20%).  In the event any interest is paid on this
Note which is deemed to be in excess of the then legal maximum rate, then that
portion of the interest payment representing an amount in excess of the then
legal maximum rate shall be deemed a payment of principal and applied against
the principal of this Note.




13.  Subordinate
Note.  This Note is expressly subordinate to any current or
future indebtedness of the Company (the “Senior Indebtedness”),
including but not limited to: (i) all indebtedness of the Company to banks,
commercial financial lenders, insurance companies or other financial
institutions or lessors regularly engaged in the business of lending money
(including, but not limited to, indebtedness of the Company to SVB Silicon
Valley Bank, Vencore Capital and (ii) any such indebtedness or any debentures,
notes or other evidence of indebtedness issued in exchange for or to refinance
such Senior Indebtedness, or any indebtedness arising from the satisfaction of
such Senior Indebtedness by a guarantor.




14. Waivers.  The Company
hereby waives notice of default, presentment or demand for payment, protest or
notice of nonpayment or dishonor and all other notices or demands relative to
this instrument.




15. Governing
Law.  This Note and all
actions arising out of or in connection with this Note shall be governed by and
construed in accordance with the laws of the State of Utah, without regard to
the conflicts of law provisions of the State of Utah or of any other
state.




The
Company has caused this Unsecured Promissory Note to be issued as of the date
first written above.




COGNIGEN
NETWORKS, INC.,


a
Colorado corporation




By: _____________________________




Name: ___________________________




Title: ____________________________







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