Exhibit 10.8


                        AMENDED SHARE PURCHASE AGREEMENT

     This SHARE PURCHASE AGREEMENT, dated as of March 1, 2007, by and among
Cogenco International, Inc., a Colorado corporation and Genesis Investment Funds
Ltd., an entity organized under the laws of St. Vincent and the Grenadines
represented by Genesis Capital Management Ltd., Fund Manager, for the purchase
by Genesis of 75,000 shares of Cogenco common stock (the "Purchased Shares") as
described below and subject to adjustment as provided herein.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and for good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:

                                   ARTICLE I

                       PURCHASE AND SALE OF COMMON SHARES
                       ----------------------------------

          1.1 Purchase and Sale of Common Shares. Subject to the terms and
conditions herein set forth, Cogenco agrees to issue and sell to Genesis, and
Genesis agrees to subscribe for and take up, at the Closing, the Purchased
Shares.

          1.2 Purchase Price. Genesis will pay the purchase price of $10.00
(U.S.) per share of Common Stock ($750,000) by tendering to Cogenco's account at
Basler Kantonalbank, Zurich, Switzerland, or another bank account if so chosen
by Cogenco 400,000 shares of common stock of Helix Biopharma Corp. (TSE-HBP)
(the "Helix Stock") and to Cogenco the sum of $150,000. To the extent that sales
of Helix Stock by Cogenco net to Cogenco (after payment of commissions and other
costs of sale) an average of less than $1.50 (U.S.) per share, Genesis will,
upon written request from Cogenco, deposit additional shares of Helix Stock (or
other publicly-traded shares reasonably acceptable to Cogenco) into Cogenco's
account set forth above, or otherwise at Cogenco's direction. Cogenco need not
wait until all of the Helix Stock has been sold to make such a request; Cogenco
may make, and Genesis will honor, such request until March 5, 2008.

          1.3 Use of Proceeds. Cogenco shall use the proceeds from the sale of
the Helix Stock for furtherance or acquisition of business opportunities and for
other corporate purposes, including working capital, and payment of accrued and
future salaries for its executive officers.

          1.4 Closing.

               (a) Subject to the satisfaction or waiver of the conditions set
forth in Articles IV and V, the subscription for and issuance of the Purchased
Shares shall take place at Cogenco's principal offices (or as Cogenco may
otherwise designate), or at such other time and place as the parties shall agree
(the "Closing").

               (b) Payment. At the Closing, Genesis will provide Cogenco with
evidence reasonably satisfactory to Cogenco that the Helix Stock has been
deposited for the account of Cogenco in the designated account.

<PAGE>


               (c) Delivery. On receipt of payment of the Purchase Price,
Cogenco will prepare a stock certificate in the name of Genesis for the total
number of shares purchased and shall deliver the certificate to Genesis on or
after the Closing.

                                   ARTICLE II

                    REPRESENTATIONS AND WARRANTIES OF COGENCO
                    -----------------------------------------

             Cogenco represents and warrants to Genesis as follows:

          2.1 Corporate Existence and Power. Cogenco (a) is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation; (b) has all requisite power and authority to
own and operate its property, to lease the property it operates as lessee and to
conduct the business in which it is currently, or is proposed to be, engaged;
(c) is not qualified as a foreign corporation in any other state, and (d) has
the corporate power and authority to execute, deliver and perform its
obligations under this Agreement. Cogenco has no Subsidiaries.

          2.2 Authorization; No Contravention. The execution, delivery and
performance by Cogenco of this Agreement and the transactions contemplated
hereby and thereby (including, without limitation, the agreements with the Other
Purchasers) (a) have been duly authorized by all necessary corporate action; (b)
do not contravene the terms of the Articles of Incorporation or the By-laws; (c)
do not violate, conflict with or result in any breach, default or contravention
of (or with due notice or lapse of time or both result in any breach, default or
contravention of), or the creation of any Lien under, any Contractual Obligation
of Cogenco or any Requirement of Law applicable to Cogenco; (d) do not give rise
to any right of another party thereto to accelerate, terminate or otherwise
modify any Contractual Obligation and (e) do not violate any judgment,
injunction, writ, award, decree or order of any nature (collectively, "Orders")
of any Governmental Authority against, or binding upon, Cogenco.

          2.3 Governmental Authorization; Third Party Consents. Except for
compliance with securities laws in connection with the offer and sale of the
Purchased Shares, no approval, consent, compliance, exemption, authorization,
confirmation, transfer or other action by, or notice to, or filing with, any
Governmental Authority or any other Person, and no lapse of a waiting period
under a Requirement of Law, is necessary or required in connection with the
execution, delivery or performance (including, without limitation, the sale,
issuance and delivery of the Purchased Shares) by, or enforcement against,
Cogenco of this Agreement and the other Transaction Documents or the
transactions contemplated hereby and thereby.

          2.4 Binding Effect. This Agreement and each of the other Transaction
Documents has been duly executed and delivered by Cogenco, and constitutes the
legal, valid and binding obligations of each such entity, enforceable against it
in accordance with their terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or
transfer, moratorium or similar laws affecting the enforcement of creditors'
rights generally and by general principles of equity relating to enforceability
(regardless of whether considered in a proceeding at law or in equity).

          2.5 Litigation. There are no actions, suits, proceedings, claims,
complaints, disputes, arbitrations or investigations (collectively, "Claims")
pending or, to the Knowledge of Cogenco, threatened, at law, in equity, in
arbitration or before any Governmental Authority against or involving Cogenco


                                       2
<PAGE>


nor to the Knowledge of Cogenco is there any basis for any of the foregoing. The
foregoing includes, without limitation, Claims pending or, to the Knowledge of
Cogenco, threatened or any basis therefor known by Cogenco involving the prior
employment of any employee of Cogenco, their use in connection with the business
of such entity of any information or techniques allegedly proprietary to any of
their former employers or their obligations under any agreements with prior
employers. No Order has been issued by any court or other Governmental Authority
against Cogenco or any of Cogenco's assets, including any Order purporting to
enjoin or restrain the execution, delivery or performance of this Agreement or
any of the other Transaction Documents.

          2.6 Compliance with Laws.

               (a) Except as provided herein or in the Disclosure Documents,
Cogenco is in compliance with all Requirements of Law and all Orders issued by
any court or Governmental Authority against or affecting such entity or its
assets. To Cogenco's Knowledge, there is no existing or proposed Requirement of
Law which could reasonably be expected to prohibit or restrict Cogenco from, or
otherwise materially adversely effect Cogenco in, conducting its Business in any
jurisdiction in which it now conducts or proposes to conduct its Business. The
only potential exception is compliance with the requirements of the Investment
Company Act of 1940 which is potentially applicable to Cogenco should it, as a
result of this transaction or otherwise, be characterized as an investment
company under that act.

               (b) Cogenco has all material licenses, permits, registrations and
approvals of any Governmental Authority (collectively, "Permits") that are
necessary or required for the conduct of the Business; Cogenco holds or will
acquire such Permits and have made or will make all filings necessary for the
conduct of their Business; such Permits as have been obtained are in full force
and effect; and no material violations or notices of any violations or
deficiencies are or have been received or recorded in respect of any Permit.

               (c) No material expenditure is presently required by Cogenco to
comply with any existing Requirement of Law or Order.

          2.7 Capitalization.

               (a) As of December 31, 2006, the authorized capital shares of
Cogenco is as set forth in Cogenco's Form 10-QSB for the quarter ended December
31, 2006, as filed with the Securities and Exchange Commission.

               (b) There are no options, warrants, conversion privileges,
subscription or purchase rights (including any preemptive rights) or other
rights outstanding to purchase or otherwise acquire (i) any authorized but
unissued, unauthorized or treasury shares of Cogenco, (ii) any Share Equivalents
or (iii) other securities of Cogenco, and there are no commitments, contracts,
agreements, arrangements or understandings by Cogenco to issue any shares of
Cogenco or any Share Equivalents or other securities of Cogenco.

               (c) The Purchased Shares will, as of the Closing, have been duly
authorized, and when issued and sold to Genesis after payment therefor, will be
validly issued, fully paid and non-assessable and not subject to any preemptive
or similar rights, will be issued in compliance with the registration and


                                       3

<PAGE>


qualification requirements of all applicable securities laws and will be free
and clear of all other Liens. All of the issued and outstanding shares of Common
Shares are duly authorized, validly issued, fully paid and non-assessable.

          2.8 No Default or Breach; Contractual Obligations. Except with respect
to its contractual relationships with DMI Biosciences, Inc. which are described
in the Disclosure Documents, Cogenco has not received notice of a default and no
such entity is in default under, or with respect to, any Contractual Obligation
nor does any condition exist that with notice or lapse of time or both would
constitute a default or cause the acceleration of any of the obligations of any
such entity thereunder.

          2.9 Real Estate. Cogenco does not own any real property. Cogenco
leases certain office space at its principal place of business from an
unaffiliated party.

          2.10 Charter Documents and Corporate Records. Cogenco has offered to
provide to Genesis true and complete copies of the Articles of Incorporation and
Bylaws of Cogenco as in effect on the date hereof (which documents are also
filed with the Securities and Exchange Commission). The minute books, or
comparable records, of Cogenco are also available to Genesis at its request and
contain true and complete records of all meetings and resolutions of the Board
of Directors (and any committee thereof) and shareholders of such entities since
the time of organization of such entities and accurately reflect all
transactions referred to in such minutes and consents in lieu of meeting.

          2.11 Financial Statements. Cogenco's Disclosure Documents set forth
financial statements as described therein.

          2.12 Taxes.

               (a) Cogenco has paid all Taxes which have come due and are
required to be paid by it through the date hereof, other than Taxes being
disputed in good faith for which adequate reserves have been specifically made
on the most recent balance sheet delivered to Genesis;

               (b) Cogenco has timely filed or caused to be filed Tax Returns
that it is required to have filed, and all such Tax Returns and other filings
are accurate and complete in all material respects;

               (c) with respect to all Tax Returns of Cogenco, (i) there is no
assessment or reassessment proposed or, to the Knowledge of Cogenco, threatened
against Cogenco other than assessment in the normal course of filing of Cogenco
and (ii) no audit is in progress with respect to any Tax Returns and Cogenco has
never been subject to any such audit, no extension of time is in force with
respect to any date on which any Tax Return was or is to be filed and no waiver
or agreement is in force for the extension of time for the assessment or payment
of any Tax;

               (d) there are no Liens for Taxes on the assets of Cogenco;

               (e) Cogenco has no liability for Taxes of any Person other than
itself;

               (f) Cogenco has not been and no such entity is in violation (or
with notice would be in violation) of any applicable Requirement of Law relating
to the payment or withholding of Taxes;


                                       4
<PAGE>


               (g) Cogenco has duly and timely withheld from employee, officer
or director salaries, wages, and other compensation and paid over to the
appropriate taxing authorities all material amounts required to be so withheld
and paid over for all periods under all applicable laws;

               (h) there is no contract, agreement, plan or arrangement covering
any Person that, individually or collectively, could give rise to the payment of
any amount that would not be deductible by Cogenco; and

               (i) Cogenco will not have any liability on or after the date
hereof under any Tax sharing agreement or similar contract to which they have
been a party, and all such Tax sharing agreements in effect before the date
hereof shall terminate and be of no further force and effect as of the date
hereof.

          2.13 No Material Adverse Change; Ordinary Course of Business. Other
than as contemplated herein or in the Disclosure Documents (which will be
provided to you at your request),

               (a) There has not been a Material Adverse Effect other than
Cogenco's continuing expenditure of funds to meet its contractual obligations
and in efforts to develop a prototype product for demonstration,

               (b) Cogenco has not participated in any transaction material to
the Condition of Cogenco or otherwise acted outside the ordinary course of
business, including, without limitation, declaring or paying any dividend or
declaring or making any distribution to its Shareholders,

               (c) Cogenco has not engaged in or authorized any related party
transaction except as set forth in the Disclosure Document.

               (d) Cogenco has not increased the compensation of any of its
officers or the rate of pay of any of its employees,

               (e) Cogenco has not created or assumed any Lien on a material
asset,

               (f) Cogenco has not entered into any Contractual Obligation,
other than in the ordinary course of business or as contemplated by this
Agreement, and

               (f) There has not occurred a material change in the accounting
principles or practice of Cogenco.

          2.14 Private Offering. No form of general solicitation or general
advertising was used by Cogenco or representatives of Cogenco in connection with
the offer or sale of the Purchased Shares or any shares offered to or purchased
by the Other Purchasers. No registration of the Purchased Shares or filing of a
prospectus in connection therewith, pursuant to the provisions of the Securities
Act, applicable rules of the Commission, any other foreign securities laws or
any state securities or "blue sky" laws, will be required by the offer, sale or
issuance of the Purchased Shares or any shares offered to or purchased by the
Other Purchasers. Cogenco agrees that neither it, nor anyone acting on its
behalf, shall offer to sell the Purchased Shares or any other securities of
Cogenco so as to require the registration of the Purchased Shares or filing of a
prospectus in connection therewith, pursuant to the provisions of the Securities
Act, applicable rules and instruments of the Commission, or any state securities
or "blue sky" laws.


                                       5
<PAGE>


          2.15 Employee Benefit Plans(a) . Cogenco has not adopted any
retirement, pension, supplemental pension, savings, retirement savings, retiring
allowance, bonus, profit sharing, stock purchase, phantom stock, share
appreciation rights, deferred compensation, severance or termination pay, change
of control, life insurance, medical, hospital, dental care, vision care, drug,
sick leave, short term or long term disability, salary continuation,
unemployment benefits, vacation, incentive, compensation or other employee
benefit plan, program, arrangement, policy or practice whether written or oral,
formal or informal, funded or unfunded, registered or unregistered, insured or
self-insured that is maintained or otherwise contributed to, or required to be
contributed to, by or on behalf of Cogenco for the benefit of current or former
employees, directors, officers, shareholders, independent contractors or agents
of Cogenco. Cogenco may, in the future adopt health insurance and other
insurance and employee benefit plans.

          2.16 Insurance. Cogenco has no insurance policies held by or on behalf
of Cogenco.

          2.17 Environmental Matters. Cogenco is in full compliance with all
applicable Environmental Laws and, without limiting the foregoing, has not
caused or permitted the release of a contaminant into the environment except in
full compliance with Environmental Laws and all permits or authorizations
required pursuant to Environmental Laws have been obtained, are valid and in
full force. There is no civil, criminal or administrative judgment, action,
suit, demand, claim, hearing, notice or violation, investigation, proceeding or
demand letter pending or, to the Knowledge of Cogenco, threatened against
Cogenco pursuant to Environmental Laws; and, to the Knowledge of Cogenco, there
are no past or present events, conditions, circumstances, activities, practices,
incidents, agreements, actions, omissions or plans which could reasonably be
expected to prevent full compliance with, or which have given rise to or will
give rise to liability under, Environmental Laws.

          2.18 Broker's, Finder's or Similar Fees. There are no brokerage
commissions, finder's fees or similar fees or commissions payable by Cogenco in
connection with the transactions contemplated hereby based on any agreement,
arrangement or understanding with Cogenco.

          2.19 Disclosure. The Disclosure Documents are accurate and complete in
all material respects as of the dates such documents were filed with the
Securities and Exchange Commission.


                                  ARTICLE III

                    REPRESENTATIONS AND WARRANTIES OF GENESIS
                    -----------------------------------------

     Genesis hereby represents and warrants to Cogenco, as follows:

          3.1 Existence and Power. Genesis (a) is duly organized and validly
existing under the laws of the jurisdiction of its formation and (b) has the
requisite power and authority to execute, deliver and perform its obligations
under this Agreement and to complete the transactions herein contemplated.


                                       6
<PAGE>


          3.2 Authorization; No Contravention. The execution, delivery and
performance by Genesis of this Agreement and each of the other Transaction
Documents to which it is a party and the transactions contemplated hereby and
thereby, (a) have been duly authorized by all necessary action, (b) do not
contravene the terms of Genesis' organizational documents, or any amendment
thereof, and (c) do not violate, conflict with or result in any breach or
contravention of, or the creation of any Lien under, any Contractual Obligation
of Genesis or any Requirement of Law applicable to Genesis, and (d) do not
violate any Orders of any Governmental Authority against, or binding upon,
Genesis.

          3.3 Governmental Authorization; Third Party Consents. No approval,
consent, compliance, exemption, authorization or other action by, or notice to,
or filing with, any Governmental Authority or any other Person, and no lapse of
a waiting period under any Requirement of Law, is necessary or required in
connection with the execution, delivery or performance (including, without
limitation, the purchase of the Purchased Shares) by, or enforcement against,
Genesis of this Agreement and each of the other Transaction Documents to which
it is a party or the transactions contemplated hereby and thereby.

          3.4 Binding Effect. This Agreement and each of the other Transaction
Documents to which it is a party has been duly executed and delivered by
Genesis, and constitutes the legal, valid and binding obligations of Genesis,
enforceable against it in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance or transfer, moratorium or similar laws affecting the enforcement of
creditors' rights generally or by equitable principles relating to
enforceability (regardless of whether considered in a proceeding at law or in
equity).

          3.5 Purchase for Own Account. The Purchased Shares to be acquired by
Genesis pursuant to this Agreement are being or will be acquired for its own
account and with no intention of distributing or reselling such Purchased Shares
or any part thereof in any transaction that would be in violation of the
securities laws of the United States of America or any state, without prejudice,
however, to the rights of Genesis at all times to sell or otherwise dispose of
all or any part of such Purchased Shares under an effective registration
statement under the Securities Act, or under an exemption from such registration
available under the Securities Act, and subject, nevertheless, to the
disposition of Genesis's property being at all times within its control. If
Genesis should in the future decide to dispose of any of such Purchased Shares,
Genesis understands and agrees that it may do so only in compliance with the
Securities Act and applicable state securities laws, as then in effect. Genesis
agrees to the imprinting, so long as required by law, of a legend on
certificates representing all of its Purchased Shares to the following effect:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE
         SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED
         EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT
         AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE
         EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.


                                       7
<PAGE>


          3.6 Restricted Securities. Genesis understands that the Purchased
Shares will not be registered at the time of their issuance under the Securities
Act for the reason that the sale provided for in this Agreement is exempt
pursuant to Section 4(2) of the Securities Act and that the reliance of Cogenco
on such exemption is predicated in part on Genesis' representations set forth
herein.

          3.7 Broker's, Finder's or Similar Fees. There are no brokerage
commissions, finder's fees or similar fees or commissions payable by Genesis in
connection with the transactions contemplated hereby based on any agreement,
arrangement or understanding with Genesis or any action taken by Genesis.

          3.8 Review of the Disclosure and Related Documents; Consultation With
Advisors. Genesis has reviewed this Agreement, the documents, agreements, and
understandings referred to herein relating to Cogenco and its Business, the
Disclosure Documents and the other information provided, and Genesis has
consulted with its legal, financial, tax, investment, and accounting advisors
regarding this Agreement, the transactions contemplated hereby, to the extent
Genesis deemed consultation with such advisors to be necessary or appropriate in
the circumstances. Based on his due diligence investigation, Genesis has no
reason to believe that any of the information provided to Genesis, including the
Disclosure, is inaccurate or incomplete in any material respect.

          3.9 Accredited and Non-U.S. Investor Status. Genesis represents and
warrants that Genesis is an "Accredited Investor" as defined in Section 2(a)(15)
of the Securities Act and Rules 215 and 501(a) promulgated under the Securities
Act. Genesis further represents that it is a "non-U.S. person" as that term is
defined in Regulation S adopted by the Securities and Exchange Commission, and
further represents that by reason of Genesis' business or financial experience,
or through the business or financial experience of its advisor(s), Genesis has
the capacity to protect its own interest in connection with the transaction
contemplated herein.

          3.10 Acknowledgement of Risk. Genesis represents and warrants that
Genesis understands that an investment in Cogenco constitutes one of significant
risk, and Genesis risks losing his, her, or its entire investment. Cogenco
cannot offer any assurance that Genesis will be able to recover any portion of
its investment. The risks that impact Cogenco include (but are not limited to)
those that are set forth in the Disclosure Documents, including the risks that
Cogenco has inadequate working capital, that Cogenco has failed to comply with a
Contractual Obligation, and that there is no market for shares of Cogenco common
stock.

          3.11 No Insider Trading or Market Manipulation. Genesis acknowledges
that it has received material, non-public information from Cogenco, and
represents and warrants that Genesis will not engage in any transaction by which
Genesis can be deemed to have taken advantage of its knowledge of material,
non-public information about Cogenco, whether in the public market or in a
private transaction and whether it occurs in the United States or elsewhere, and
Genesis will not encourage any other person to do so.

          3.12 Anti-Money Laundering. Genesis represents and warrants that all
purchase payments to Cogenco pursuant to this Agreement will be originated
directly from a bank or brokerage account in the name of Genesis. Genesis
represents and warrants that acceptance of these payment remittances by Cogenco
will not breach any applicable rules and regulations designed to avoid money
laundering.


                                       8
<PAGE>


                                   ARTICLE IV

                                CONDITIONS TO THE
                                -----------------
                         OBLIGATION OF GENESIS TO CLOSE
                         ------------------------------

     The obligation of Genesis to purchase the Purchased Shares, to pay the
purchase price therefor and to perform any obligations hereunder shall be
subject to the satisfaction as determined by, or waiver by, Genesis of the
following conditions on or before the date of the Closing.

          4.1 Representation and Warranties. The representations and warranties
of Cogenco contained in Article II hereof shall be true and correct in all
material respects (except for any such representations and warranties which are
qualified by their terms by a reference to materiality or Material Adverse
Effect, which representation as so qualified shall be true and correct in all
respects) at and on the date of the Closing as if made at and on such date.

          4.2 Compliance with this Agreement. Cogenco shall have performed and
complied in all material respects with all of its agreements set forth herein
that are required to be performed by any of the foregoing on or before the date
of the Closing.

          4.3 Purchased Shares. Cogenco shall have delivered to Genesis or at
Genesis' direction certificates in definitive form representing the Purchased
Shares, registered in the name of Genesis (which delivery may be made after the
Closing).

          4.4 Good Standing. Cogenco shall be in good standing in the state of
Colorado.

          4.5 Consents and Approvals. All necessary consents, exemptions,
authorizations, or other actions by, or notice to, or filings with, Governmental
Authorities and other Persons in respect of all Requirements of Law shall have
been obtained and be in full force and effect, and no condition or action shall
have been imposed or threatened in connection with obtaining such consents that
would adversely affect Cogenco or the Business.

          4.6 No Injunctions. There shall be no temporary restraining order,
preliminary or permanent injunction or other order issued by any Governmental
Authority preventing or hindering the transactions contemplated by this
Agreement or the Transaction Documents from taking effect.


                                   ARTICLE V

                          CONDITIONS TO THE OBLIGATION
                          ----------------------------
                               OF COGENCO TO CLOSE
                               -------------------

     The obligation of Cogenco to issue and sell the Purchased Shares and the
obligation of Cogenco to perform its other obligations hereunder shall be
subject to the satisfaction as determined by, or waiver by, Cogenco of the
following conditions on or before the date of Closing:

          5.1 Representations and Warranties. Genesis' representations and
warranties contained in Article III hereof shall be true and correct in all
material respects (except for any such representations and warranties which are
qualified by their terms by a reference to materiality or Material Adverse
Effect, which representation as so qualified shall be true and correct in all
respects) at and on the date of Closing as if made at and on such date.


                                       9
<PAGE>


          5.2 Payment of Purchase Price. Genesis shall have delivered the
aggregate purchase price to Cogenco for the Purchased Shares to be purchased by
Genesis.

          5.3 No Injunctions. There shall be no temporary restraining order,
preliminary or permanent injunction or other order issued by any Governmental
Authority preventing or hindering the transactions contemplated by this
Agreement or the Transaction Documents from taking effect.

                                   ARTICLE VI
                              AFFIRMATIVE COVENANTS
                              ---------------------

     Cogenco hereby covenants and agrees with Genesis as follows:

          6.1 Preservation of Existence. Cogenco shall:

               (a) preserve and maintain in full force and effect its existence
and good standing under the laws of its jurisdiction of formation or
organization;

               (b) preserve and maintain in full force and effect all material
rights, privileges, qualifications, applications, licenses and franchises
necessary in the normal conduct of its business;

               (c) conduct the Business in the ordinary course in accordance
with sound business practices, keep its properties in good working order and
condition (normal wear and tear excepted), and from time to time make all needed
repairs to, renewals of or replacements of its properties so that the efficiency
of its business operation shall be reasonably maintained and preserved;

               (d) comply with all Requirements of Law and with the directions
of any Governmental Authority having jurisdiction over such entity or its
business or property; and

               (e) file or cause to be filed in a timely manner all reports,
applications, estimates and licenses that shall be required by a Governmental
Authority.

          6.2 Books and Records. Cogenco shall keep proper books of record and
account, in which full and correct entries shall be made of all financial
transactions and the assets and business of Cogenco.

          6.3 Consents. Cogenco shall use its reasonable best efforts to obtain
all consents and approvals required in connection with the transactions
contemplated by this Agreement and the Transactions Documents.

          6.4 Provision of Information. For the avoidance of doubt, no
information provided by Cogenco to Genesis under this Article VI or otherwise
shall limit or otherwise affect in any way the rights and remedies of Genesis
under this Agreement, including, without limitation, the right of Genesis to
rely on any conditions to the obligation of Genesis to close pursuant to Article
IV of this Agreement.


                                       10
<PAGE>


                                   ARTICLE VII

                                   DEFINITIONS
                                   -----------

          7.1 Definitions. As used in this Agreement, and unless the context
requires a different meaning, the following terms have the meanings indicated:

               "Agreement" means this agreement as the same may be amended,
supplemented or modified in a ccordance with the terms hereof.

               "Articles of Incorporation" means the Articles of Incorporation
of Cogenco in effect on the date hereof, as the same may be amended from time to
time, which are available upon request.

               "Board of Directors" means the Board of Directors of Cogenco as
described in the Disclosure Documents.

               "Business" means the business of Cogenco as it currently exists.

               "Business Day" means any day other than a Saturday, Sunday or
other day on which commercial banks in the State of Colorado are authorized or
required by law or executive order to close.

               "By-laws" means the by-laws of Cogenco in effect on the date
hereof, as the same may be amended from time to time.

               "Claims" has the meaning set forth in Section 2.5.

               "Closing" has the meaning set forth in Section 1.3.

               "Code" means the Internal Revenue Code of 1986, as amended, or
any successor statute thereto.

               "Commission" means the United States Securities and Exchange
Commission or any similar agency then having jurisdiction to enforce the
Securities Act.

               "Common Shares" has the meaning set forth in the recitals to this
Agreement.

               "Condition of Cogenco" means the assets, business, properties,
prospects, operations or condition (financial or otherwise) of Cogenco, taken as
a whole.

               "Contingent Obligation" means, as applied to any Person, any
direct or indirect liability of that Person with respect to any Indebtedness,
lease, dividend, guaranty, letter of credit or other obligation, contractual or
otherwise (the "primary obligation") of another Person (the "primary obligor"),
whether or not contingent, (a) to purchase, repurchase or otherwise acquire such
primary obligations or any property constituting direct or indirect security
therefor, (b) to advance or provide funds (i) for the payment or discharge of
any such primary obligation, or (ii) to maintain working capital or equity


                                       11

<PAGE>


capital of the primary obligor or otherwise to maintain the net worth or
solvency or any balance sheet item, level of income or financial condition of
the primary obligor, (c) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation, or
(d) otherwise to assure or hold harmless the owner of any such primary
obligation against loss or failure or inability to perform in respect thereof.
The amount of any Contingent Obligation shall be deemed to be an amount equal to
the stated or determinable amount of the primary obligation in respect of which
such Contingent Obligation is made or, if not stated or determinable, the
maximum reasonably anticipated liability in respect thereof.

               "Contractual Obligations" means, as to any Person, any provision
of any security issued by such Person or of any agreement, undertaking,
contract, indenture, mortgage, deed of trust or other instrument to which such
Person is a party or by which it or any of its property is bound.

               "Disclosure Documents" means this agreement and the reports that
Cogenco has filed with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, and all exhibits thereto.

               "Dollars" or "$" means United States dollars.

               "Environmental Laws" means domestic or foreign federal,
provincial or state statutes or regulations, municipal or local by-laws or
regulations, decrees, obligations or liabilities pursuant to common or civil
laws, as well as orders, judgments or injunctions, administrative policies or
codes relating to the environment or to public or worker health and safety.

               "Exchange Act" means the United States Securities Exchange Act of
1934, as amended, and the rules and regulations of the Commission thereunder.

               "GAAP" means generally accepted accounting principles in the
United States in effect from time to time.

               "Governmental Authority" means the government of any nation,
state, province, city, locality or other political subdivision thereof, any
entity exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government, and any corporation or other entity
owned or controlled, through shares or capital ownership or otherwise, by any of
the foregoing.

               "Indebtedness" means, as to any Person, (a) all obligations of
such Person for borrowed money (including, without limitation, reimbursement and
all other obligations with respect to surety bonds, letters of credit and
bankers' acceptances, whether or not matured), (b) all obligations of such
Person to pay the deferred purchase price of property or services, except trade
accounts payable and accrued commercial or trade liabilities arising in the
ordinary course of business and not more than [90] days past due, (c) all
interest rate and currency swaps, caps, collars and similar agreements or
hedging devices under which payments are obligated to be made by such Person,
whether periodically or upon the happening of a contingency, (d) all
indebtedness created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person (even
though the rights and remedies of the seller or lender under such agreement in
the event of default are limited to repossession or sale of such property), (e)
all obligations of such Person under leases which have been or should be, in
accordance with GAAP, recorded as capital leases, (f) all indebtedness secured


                                       12

<PAGE>


by any Lien (other than Liens in favor of lessors under leases other than leases
included in clause (e)) on any property or asset owned or held by that Person
regardless of whether the indebtedness secured thereby shall have been assumed
by that Person or is non-recourse to the credit of that Person, and (g) all
Contingent Obligations of such Person.

               "Knowledge of Cogenco" means the reasonable or actual knowledge,
after due inquiry, of (a) the officers and directors of Cogenco and (b) any
employee of Cogenco who has supervisory and managerial authority or specific
knowledge with respect to a specific aspect of the Business (provided that such
employee shall only be deemed to have "Knowledge" with respect such specific
aspect of the Business for purposes of this Agreement).

               "Liabilities" has the meaning set forth in Section 2.18.

               "Lien" means any mortgage, deed of trust, pledge, hypothecation,
assignment, encumbrance, lien (statutory or other) or preference, priority,
right or other security interest or preferential arrangement of any kind or
nature whatsoever (excluding preferred shares and equity related preferences).

               "Material Adverse Effect" means a material adverse change in or
effect upon (a) the Condition of Cogenco or (b) the ability of Cogenco to
perform its obligations hereunder and under the other Transaction Documents.

               "Orders" has the meaning set forth in Section 2.2.

               "Permits" has the meaning set forth in Section 2.6.

               "Person" means any individual, firm, corporation, partnership,
trust, incorporated or unincorporated association, joint venture, joint stock
company, limited liability company, Governmental Authority or other entity of
any kind, and shall include any successor (by merger or otherwise) of such
entity.

               "Purchased Shares" has the meaning set forth in the Recitals and
in Section 1.1.

               "Purchaser" has the meaning set forth in the preamble to this
Agreement.

               "Requirements of Law" means, as to any Person, any law, statute,
treaty, rule, regulation, right, privilege, qualification, license or franchise
or determination of an arbitrator or a court or other Governmental Authority or
stock exchange, in each case applicable or binding upon such Person or any of
its property or to which such Person or any of its property is subject or
pertaining to any or all of the transactions contemplated or referred to herein.

               "Securities Act" means the United States Securities Act of 1933,
as amended, and the rules and regulations of the Commission thereunder.

               "Share Equivalents" means any security or obligation which is by
its terms convertible into or exchangeable or exercisable for Common Shares or
other capital shares of Cogenco, including, without limitation any option,
warrant or other subscription or purchase right with respect to the Common
Shares or such other capital shares.

               "Tax" or, collectively, "Taxes," means any and all federal, local
and foreign taxes, assessments and other governmental charges, duties,
impositions and liabilities, including taxes based upon or measured by gross


                                       13

<PAGE>


receipts, income, taxable income, profits, sales, use and occupation, and value
added, ad valorem, employer health, capital gains, transfer, franchise,
withholding, payroll, deductions at source, recapture, employment, excise,
capital, lease, service, license, severance, stamp, occupation, premium,
environmental, windfall profit and property taxes, customs, duties and other
taxes, governmental fees and other like assessments or charges of any kind
whatsoever, together with all interest, penalties and additions imposed with
respect to such amounts and any obligations under any agreements or arrangements
with any other Person with respect to such amounts and including any liability
for taxes of a predecessor entity.

               "Tax Returns" means all returns, declarations, reports, claims
for refund, information statements and other documents relating to Taxes,
including all schedules and attachments thereto, and including all amendments
thereof, and the term "Tax Return" means any one of them.

               "Transaction Documents" means, collectively, this Agreement and
the other documents to be executed or delivered to complete the transactions
contemplated hereunder.

               "Unaudited Financial Statements" has the meaning set forth in
Section 2.11.


                                  ARTICLE VIII

                                  MISCELLANEOUS
                                  -------------

          8.1 Survival of Representations, Warranties and Covenants.

               (a) All representations, warranties and covenants made by Cogenco
in or pursuant to this Agreement shall be considered to have been relied upon by
Genesis. All of the representations, warranties and covenants made herein shall
survive the execution and delivery of this Agreement (regardless of any
investigation made by Genesis or on their behalf) for a period of three years
from the Closing Date.

               (b) All representations, warranties and covenants made by Genesis
in or pursuant to this Agreement shall be considered to have been relied upon by
Cogenco. All of the representations, warranties and covenants made herein shall
survive the execution and delivery of this Agreement (regardless of any
investigation made by Cogenco or on their behalf) for a period of three years
from the Closing Date. This includes, without limitation, Genesis' obligation
set forth in Section 1.2 hereof.

          8.2 Notices. All notices, demands and other communications provided
for or permitted hereunder shall be made in writing and shall be by registered
or certified first-class mail, return receipt requested, telecopier, courier
service or personal delivery:


                                       14
<PAGE>


               (a) if to Cogenco:

                   Cogenco International, Inc.6400 S. Fiddlers Green Cir.,
                   Suite 1840
                   Greenwood Village, CO 80111

               (b) if to Genesis:

                   Genesis Investment Funds, Ltd.,
                   Administrator's European Representative  Office,
                   Pflugstrasse 28, P.O. Box 1143, FL-9490, Vaduz, Lichtenstein

     All such notices, demands and other communications shall be deemed to have
been duly given when delivered by hand, if personally delivered; when delivered
by courier, if delivered by commercial courier service; five Business Days after
being deposited in the mail, postage prepaid, if mailed; and when receipt is
mechanically acknowledged, if delivered by facsimile or electronic mail. Any
party may by notice given in accordance with this Section 8.2 designate another
address or Person for receipt of notices hereunder.

          8.3 Successors and Assigns; Third Party Beneficiaries. This Agreement
shall inure to the benefit of and be binding upon the successors and permitted
assigns of the parties hereto. No Person other than the parties hereto and their
successors and permitted assigns is intended to be a beneficiary of this
Agreement.

          8.4 Amendment and Waiver.

               (a) No failure or delay on the part of the parties hereto in
exercising any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy. The remedies provided for herein are cumulative
and are not exclusive of any remedies that may be available to the parties
hereto at law, in equity or otherwise.

               (b) Any amendment, supplement or modification of or to any
provision of this Agreement, any waiver of any provision of this Agreement, and
any consent to any departure by Cogenco or Genesis from the terms of any
provision of this Agreement, shall be effective (i) only if it is made or given
in writing and signed by Cogenco and Genesis purchasing a majority of the
Purchased Shares, and (ii) only in the specific instance and for the specific
purpose for which made or given. Except where notice is specifically required by
this Agreement, no notice to or demand on the parties hereto in any case shall
entitle the parties hereto to any other or further notice or demand in similar
or other circumstances.

          8.5 Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

          8.6 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

          8.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF COLORADO WITHOUT REGARD TO THE PRINCIPLES OF
CONFLICTS OF LAW THEREOF.


                                       15
<PAGE>


          8.8 Jurisdiction. Each party to this Agreement hereby irrevocably
agrees that any legal action or proceeding arising out of or relating to this
Agreement or any agreements or transactions contemplated hereby shall be brought
only in the federal courts of District of Colorado and hereby expressly submits
to the personal jurisdiction and venue of such courts for the purposes thereof
and expressly waives any claim of improper venue and any claim that such courts
are an inconvenient forum. Each party hereby irrevocably consents to the service
of process of any of the aforementioned courts in any such suit, action or
proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, to the address set forth in Section 8.2, such service to become
effective 10 days after such mailing.

          8.9 Severability. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired, unless the provisions held
invalid, illegal or unenforceable shall substantially impair the benefits of the
remaining provisions hereof.

          8.10 Rules of Construction. Unless the context otherwise requires,
references to sections or subsections refer to sections or subsections of this
Agreement.

          8.11 Entire Agreement. This Agreement, together with the exhibits and
schedules hereto, and the other Transaction Documents are intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein and therein. There are no
restrictions, promises, representations, warranties or undertakings, other than
those set forth or referred to herein or therein. This Agreement, together with
the exhibits and schedules hereto, and the other Transaction Documents supersede
all prior agreements and understandings between the parties with respect to such
subject matter.

          8.12 Fees. Each of the parties to this Agreement will pay its own
costs, expenses, and fees (including, without limitation, legal fees) incurred
by such party in connection with the transactions contemplated by this
Agreement.

          8.13 Publicity; Confidentiality. Except as may be required by
applicable Requirements of Law, none of the parties hereto shall issue a
publicity release or public announcement or otherwise make any disclosure
concerning this Agreement, the transactions contemplated hereby or Genesis,
without prior approval by the other parties hereto; provided, however, that
nothing in this Agreement shall restrict Cogenco from making disclosure required
by the federal securities laws including (without limitation) appropriate
disclosures required by Item 7.01 of Regulation S-K, as such disclosure is
incorporated into Forms 8-K and 10-Q.

          8.14 Further Assurances. Each of the parties shall execute such
documents and perform such further acts (including, without limitation,
obtaining any consents, exemptions, authorizations or other actions by, or
giving any notices to, or making any filings with, any Governmental Authority or
any other Person) as may be reasonably required or desirable to carry out or to
perform the provisions of this Agreement.


                                       16
<PAGE>


          IN WITNESS WHEREOF, the undersigned have executed, or have caused to
be executed, this Agreement on the date first written above.

                                                COGENCO INTERNATIONAL, INC.
                                                ---------------------------

                                                 By: /s/  David W. Brenman
                                                     -------------------------
                                                     David W. Brenman, President


PURCHASER:     Genesis Investment Funds Ltd.
         By:   Petrus H. Jacobs
            --------------------------------
         Genesis Capital Management
         Petrus H. Jacobs
         Title: Fund Manager
         Administrator's European Representative Office,
         Pflugstrasse 28, P.O. Box 1143,
         FL-9490, Vaduz, Lichtenstein
         Telephone:   423-237-4623
                      Facsimile: 423-237-4621
                      E-mail: peter.jacobs@genesis.vc


                                       17