EXHIBIT 10.2

EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT  AGREEMENT (the "Agreement"),  is entered into this 1st day
of August, 2000 by and between Cognigen Networks,  Inc., a Colorado  corporation
(the "Company"), and David G. Lucas (the "Employee"). The Company hereby employs
the Employee and the Employee hereby accepts  employment with the Company on the
terms and conditions hereinafter set forth.

     1. Term. Subject to the provisions for termination as hereinafter  provided
in  Section  4 of this  Agreement,  the term of this  Agreement  shall  commence
effective  on August 1, 2000 and shall  terminate on July 31, 2002 [2 year term]
(the "Term").

     2. Nature of Employment.  The Company hereby employs the Employee as stated
in Schedule A, Description of Duties and Compensation, to perform such duties as
stated or as may be directed by the Chief Executive Officer of the Company.  The
Employee accepts such employment,  and agrees to abide by the provisions of this
Agreement and agrees to devote his full time and best efforts to his  employment
under this Agreement as is reasonably  required.  Notwithstanding the foregoing,
the Employee may carry on outside activities so long as those activities neither
conflict nor compete with the  Employee's  job  responsibilities  and  corporate
duties. The Employee shall at all times,  faithfully,  with due diligence and to
the best of the  Employee's  ability,  experience  and  talent,  perform all the
duties hereunder.

     3. Compensation, Vacations and Expenses

     a. Salary. The Company shall pay to the Employee an annual salary as stated
in  Schedule A,  Description  of Duties and  Compensation,  during the Term (the
"Base Salary"). The Employee's Base Salary may be increased as determined by the
Board of Directors of the Company  through an amendment to this  Agreement.  The
Base Salary shall be payable in 24 equal  installments  and shall have  deducted
therefrom  all  required  withholdings  and amounts  requested in writing by the
Employee

     b.  Initial  Bonus.  To entice the  Employee  to remain an  employee of the
Company  for a period of no less than two (2) years,  the  Company is willing to
pay the Employee an initial  bonus in the gross amount of  $100,000.00  upon his
completion of two (2) full years of employment  with the Company.  Nevertheless,
as an accommodation to the Employee, the Company shall on August 1, 2000 pay the
Employee an advance of the full amount of this initial bonus in the gross amount
of $100,000.00,  from which shall be deducted all required withholdings.  During
the term of the  Employee's  employment  hereunder,  this initial bonus shall be
deemed earned on a pro rata basis in the gross amount of $4,167 per month.

     c. Other Bonuses. Any additional bonuses to the Employee will be set at the
discretion of the board of directors of the Company.  Nothing shall obligate the
Company, in the future, to pay any additional bonus or bonuses to the Employee.

     d.  Vacations  and Fringe  Benefits.  The Employee  shall be entitled to an
annual  vacation of three (3) weeks,  during which time  Employee's  Base Salary
shall be paid when due. The Employee shall further be entitled to participate in
and receive the benefits  provided under any employee  benefit program which may
be adopted and  maintained by the Company and for which the Employee is eligible
by virtue of Employee's employment hereunder,  but only as and to the extent the
Employee would otherwise be eligible as provided in any said program.

     4. Termination of Agreement.

     a. Termination by Employee.  The Employee may terminate this Agreement with
Cause (as defined in this Section 4.a.)  immediately upon written notice of such
termination  to the  Company.  The Employee may also  terminate  this  Agreement
without Cause upon 120 days prior written  notice to the Company.  (In the event
of change of control2 of the Company has transpired  after the date of execution
of this  Agreement,  in the  alternative,  Employee may terminate this Agreement
without Cause upon 30 days prior written  notice to the Company.) In such event,
the Employee shall continue to render the services required under this Agreement
and shall be paid on the  regular  payment  dates the Base  Salary  set forth in
Section 3.a up to the date of termination. The Company shall have the option, in
its complete  discretion,  to make the termination of the Employee's  employment
effective at any time prior to the end of the above notice period,  provided the
Company pays the Employee all compensation due and owing through the last day he
actually  worked and through the balance of the notice period (not to exceed 120
days).  For purposes of this Section 4.a.,  the term "Cause" shall be defined as
any  willful  or  permanent  breach by the  Company  of its  obligations  to the
Employee as an employee of the  Company,  as provided in  California  Labor Code
section 2925;  provided,  however, the Cause shall not be deemed to exist unless
the Company  fails to cure any such willful or permanent  breach within five (5)
days' written notice of such breach by the Employee.

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

(2)The  term  "change  of  control"  is  defined  as:Upon  such  occasion  as an
individual,  group  of  individuals  or  an  entity,  other  than  the  majority
beneficial owner or owners at the time of execution of this Agreement,  acquires
beneficial ownership of twenty-five percent (25%) or more of the voting power of
the Company's  outstanding common stock and initiates a change in management and
policy control.

     b. Termination by the Company. The Company may terminate this Agreement for
Cause (as defined in this Section 4.b.)  immediately upon written notice of such
termination  to the  Employee and upon payment by the Company to the Employee of
all Base  Salary  and any bonus  accrued  under  this  Agreement  to the date of
termination. For purposes of this Section 4.b., "Cause" shall be deemed to exist
under the following circumstances:  (a) the Employee materially fails or refuses
to  observe  the  provisions  of  this  Agreement;   (b)  the  Employee  is  not
satisfactorily  performing any of his duties required under this  Agreement,  as
determined in the Company's reasonable discretion;  (c) the Employee perpetrates
an act of fraud or misappropriation,  or embezzles funds; or (d) the Employee is
convicted of, or pleads nolo  contendere  to, any crime  punishable as a felony.
Provided,  however,  that "Cause" shall not be deemed to exist under either item
(a) or (b) in the foregoing sentence unless the Employee is first given five (5)
days' written  notice by the Company of such failure,  refusal,  or  performance
deficiency,  and if the Employee  does not correct  such  failure,  refusal,  or
performance  deficiency to the  satisfaction of the Company within five (5) days
after the giving of such notice. In the event of a termination of the Employee's
employment  for Cause,  the  Company  shall have no  further  obligation  to the
Employee  other  than to pay any and all Base  Salary and any bonus then due the
Employee. However,  termination of the Employee's employment for Cause shall not
terminate or  extinguish  the  Employee's  obligation or liability to pay to the
Company  or any of its  affiliates  any  amount  owed to  them  by the  Employee
(including,  but not  limited  to, any  amounts  misappropriated,  embezzled  or
otherwise obtained by the Employee by reason of any of the occurrences  referred
to in this Section 4.b.), and shall be without  prejudice to any other rights or
remedies of the Company or its affiliates at law or in equity.

     The Company may also terminate this Agreement immediately without Cause (as
defined in this Section 4.b.). In such event,  the Company shall continue to pay
the Employee on the regular  payment  dates the Base Salary set forth in Section
3.a hereof and shall pay Employee any accrued bonuses as they become due. In the
event the Company  terminates this Agreement  without Cause,  the amount of Base
Salary and accrued  bonuses payable by the Company shall be reduced by the gross
amount of any  compensation  that the  Employee  receives  from any other source
after the date of the Company's  termination of this Agreement without cause. In
no event  shall the Company be required  to pay the  Employee  any Base  Salary,
bonuses or other compensation after the end of the Term.

     c. Termination Upon Death of Employee.  This Agreement shall  automatically
terminate in the event of the Employee's  death.  In such case, any accrued Base
Salary and bonus  shall  inure to the  estate of the  Employee  and the  payment
thereof shall be the only  liability  the Company  shall have to the  Employee's
estate. In the event Employee dies during the initial Term or thereafter,  there
shall be no obligation to return all or any portion of the Initial Bonus.

     d. Initial  Bonus.  In the event the  Employee  terminates  this  Agreement
without  Cause (as defined in Section 4.a.  above) or if the Company  terminates
this Agreement for Cause (as defined in Section 4.b.  above),  Employee shall be
obligated  to return to the Company the unearned  portion of the Initial  Bonus,
equal to $4,167 for each full month  then  remaining  until the end of the Term.
The  Employee  shall be  obligated to repay the Company in full for the unearned
initial bonus paid  hereunder,  and hereby  authorizes the Company to deduct the
full amount of the initial  bonus  advanced by the Company  from the  Employee's
final paycheck.  In addition,  the Employee agrees to sign immediately  prior to
the payment of the Employee's  final payroll check from the Company the Unearned
Initial Bonus Deduction  Authorization  (attached  hereto as Exhibit A). Any and
all  remaining  portions of the Initial Bonus that may be due the Company by the
Employee  shall be paid to the Company within thirty (30) days of the Employee's
last day of employment  with the Company.  Employee  shall have no obligation to
return any portion of the Initial Bonus in the event the Company terminates this
Agreement  without  Cause (as defined in Section 4.a.  above) at any time during
the Term.

     5. Employee Actions.

     a. Employee  Shall Not Disclose  Information.  The Employee  recognizes and
acknowledges that the list of the customers,  as it may exist from time to time,
of the Company  (which for  purposes of this  Section 5 includes  the  Company's
subsidiaries   and  affiliates)  and  any  other   proprietary  or  confidential
information, including, but not limited to financial information and information
pertaining to the software,  marketing and sales  operations,  product  pricing,
financing  operations  and  potential  acquisitions  (hereinafter  "Confidential
Information"),  used by the  Company in its  business  are  valuable  and unique
assets of the Company.  The Employee  further agrees and  acknowledges  that the
Confidential  Information  derives  actual or potential  economic value from not
being  generally known to the public or to other persons who can obtain economic
value from its disclosure and use. Except as permitted by the next sentence, the
Employee  will not  during  the Term or for a period  of one (1) year  after the
termination  of his  employment  with the  Company,  disclose  any  Confidential
Information to any person,  firm,  corporation,  association or other entity for
any  reason  or  purpose   whatsoever  without  the  prior  written  consent  or
authorization  of the board of  directors of the  Company.  Notwithstanding  the
prohibitions  contained  in  the  foregoing  sentence,  the  Employee  shall  be
permitted to disclose such  information  during the term of his employment  with
the  Company to other  persons  employed  by the Company who have a need to know
such  information  for a proper purpose  related to the business of the Company.
Upon termination of the Employee's employment by the Company, the Employee shall
neither  take nor retain any papers,  customer  lists,  manuals,  files or other
documents or copies thereof belonging to the Company. To the extent any items of
Confidential   Information   constitute  trade  secrets  under  California  law,
Employee's  obligations of confidentiality  and nondisclosure  shall continue to
survive  after  said  one-year  period  to  the  greatest  extent  permitted  by
applicable law. These rights of the Company are in addition to those the Company
has under the common law or  applicable  statutes  for the  protection  of trade
secrets.

     b. Non-Compete.  The Employee hereby covenants and agrees that the Employee
will  not,  without  the prior  written  consent  of the  Company,  directly  or
indirectly  by  assisting  others,  whether  individually  or through any entity
controlled  by the  Employee,  during  the Term and for a period of one (1) year
after the  termination  of the  Employee's  employment  with the Company for any
reason (the  "Restrictive  Period"),  occupy a  "Competitive  Position" with any
person, firm corporation or business engaged in the distribution of products and
services  using an  Internet-based  medium.  A  "Competitive  Position"  means a
position wherein Employee performs or has responsibility for duties that are the
same  as or  substantially  similar  to all or  part of  those  duties  actually
performed by Employee while employed by the Company.

     c.  Non-Solicitation of Company Employees or Agents.  During the Employee's
employment with the Company and for one (1) year thereafter,  Employee shall not
solicit, either directly or indirectly,  or in any manner encourage employees or
agents of the  Company to leave the employ of the Company or no longer be agents
of the Company.

     d. Non-Solicitation of Company Customers.  During the Employee's employment
with the Company and for one (1) year  immediately  following the termination of
Employee's  employment  with the Company for any reason,  Employee shall not, on
Employee's  own  behalf or on behalf of any  person,  partnership,  association,
corporation or business organization, entity or enterprise (except the Company),
solicit any customer of the Company or any  representative  of any such customer
with  a  view  to  selling  or  providing  any  product,  equipment  or  service
competitive or potentially  competitive  with any product,  equipment or service
sold or  provided  by the  Company  during the one (1) year  period  immediately
preceding termination of Employee's employment with the Company.

     e.  Intellectual  Property.  The Employee shall disclose to the Company all
ideas and  business  plans  developed  by the  Employee  during  the term of the
Employee's employment with the Company which relate to the business conducted by
the Company.  All  patents,  patent  applications,  patent  licenses,  formulas,
inventions, improvements, designs, discoveries, processes, software, copyrights,
know-how,  proprietary information,  rights, trademarks or trade names or future
improvements thereto developed or conceived of by the Employee during any period
of employment  with the Company  shall be promptly  disclosed to, and all rights
with  respect  thereto  shall be  assigned  by the  Employee  to, the Company in
consideration of the remuneration paid or payable to the Employee  hereunder and
shall be  considered  work made for hire for the  Company  within the meaning of
Title 17 of the United States Code. The Employee acknowledges that "software" as
used in this Section 5.e shall include without  limitation all ideas,  concepts,
know-how, methods, techniques, structures, information and materials relating to
the  software  including  source  code,  object and load  modules,  requirements
specifications,  design  specifications,  design  notes,  flow charts,  decoding
sheets, annotations,  documentation and the structures,  organization, sequence,
designs,  formulas and algorithms which reside in the software and which are not
generally  known to the public or within the  industries  or trades in which the
Company competes.  The parties  understand and agree that the provisions of this
Section 5.e.  requiring  assignment of inventions to the Company do not apply to
any invention that qualifies fully under the provisions of California Labor Code
section  2870  (attached  hereto as Exhibit B). The  Employee  shall  advise the
Company  promptly in writing of any inventions  that Employee  believes meet the
criteria in California Labor Code section 2870.

     f.  Remedies.   The  Employee   acknowledges  and  agrees  that  Employee's
obligations  provided in this Section 5 are necessary and reasonable in order to
protect the Company and its  business  and the  Employee  expressly  agrees that
monetary damages would be inadequate to compensate the Company for any breach by
Employee of Employee's  covenants and agreements set forth herein.  Accordingly,
Employee agrees and acknowledges that any such violation or threatened violation
of this  Section 5 will cause  irreparable  injury to the Company  and that,  in
addition  to any other  remedies  that may be  available,  in law,  in equity or
otherwise,  the Company may be entitled to obtain  injunctive relief against the
prospective  breach of this Section 5 or the  continuation of any such breach by
the Employee without the necessity of proving actual damages.

     g.  Construction.  In the event that any provision of this Section 5 should
ever be deemed to exceed the time, geographic, or other limitations permitted by
applicable  law,  then such  provision  shall be reformed  to the maximum  time,
geographic,  or other limitations permitted by applicable law. The provisions of
this Section 5 shall be  applicable  for the period  indicated and shall survive
the termination of this Agreement.

     h.  Relocation.  Under no  circumstances,  throughout  the Term,  shall the
Employee be required to relocate in order to maintain his position of employment
with the  Company.  This  covenant of the  Company is a material  element of the
Employee's willingness to enter into this Agreement.

     6. General Matters.

     a. Governing Law. This Agreement shall be governed by the laws of the State
of California and shall be construed in accordance therewith.

     b. No Waiver.  No provision of this  Agreement  may be waived  except by an
Agreement  in  writing  signed  by the  waiving  party.  A waiver of any term or
provision shall not be construed as a waiver of any other term or provision.

     c. Amendment. This Agreement may only be amended or altered, in whole or in
part, by a written instrument setting forth such changes, signed by all parties

     d. Binding Effect.  This Agreement shall be binding upon the Employee,  the
Company and their successors and assigns.

     e.  Construction.  Throughout this Agreement the singular shall include the
plural,  the plural shall include the singular and the  masculine  shall include
the feminine wherever the context so requires.

     f. Text to  Control.  The  headings  of Sections  are  included  solely for
convenience  of reference.  If any conflict  between any heading and the text of
this Agreement exists, the text shall control.

     g.  Severability.  If any  provision  of this  Agreement is declared by any
court of competent  jurisdiction  to be invalid for any reason,  such invalidity
shall not affect the remaining provisions,  which shall be fully severable,  and
the Agreement  shall be construed and enforced as if such invalid  provision had
never been included. .

     h. Entire  Agreement of the Parties.  The parties  agree that this document
contains the entire agreement and understanding  between them in relation to the
subject   matter   hereof  and  no   representations,   warranties,   covenants,
understandings  or  agreements  in relation  thereto  exist  between the parties
except as expressly set forth herein.

     i. Notices. Every notice or other communication to be given by either party
to the other party with respect to this Agreement  shall be in writing and shall
not be effective for any purpose  unless the same shall be served  personally or
by national air courier service or United States certified mail,  return receipt
requested, postage prepaid, addressed, if to the Company at 7001 Seaview Avenue,
NW, Suite 210, Seattle, Washington 98117, Attention, Chief Executive Officer and
President,  and if to the Employee at 3220 South Higuera Street,  suite 304, San
Luis Obispo, California 93401 or, such other address or addresses as the Company
or the Employee may from time to time designate by written notice given as above
provided.  Every notice or other communication hereunder shall be deemed to have
been given as of the third  business day  following the date of such mailing (or
as of any earlier date  evidenced  by a receipt  from such  national air courier
service or the United  States  Postal  Service)  or  immediately  if  personally
delivered.  Notices not sent in  accordance  with the  foregoing  shall be of no
force and effect  until  received  by the  foregoing  parties as such  addresses
specified herein.

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

     k. Arbitration of Any Dispute. During and after the term of this Agreement,
any dispute,  controversy or claim arising out of or relating to this Agreement,
or the breach thereof,  or the employment  relationship  between the Company and
the Employee  ("Arbitrable  Claims") shall be settled by binding  arbitration in
San Luis Obispo, California,  according to the Federal Arbitration Act, 9 U.S.C.
ss. 1, et seq.,  inasmuch  as this  Agreement  concerns  transactions  involving
interstate  commerce.  The  arbitration  shall  be  held  in  San  Luis  Obispo,
California,  unless  otherwise  agreed by the parties.  Arbitrable  Claims shall
include,  but are not limited to, contract  (express or implied) and tort claims
of all kinds,  as well as all claims based on any federal,  state, or local law,
statute,  or  regulation,   excepting  only  claims  under  applicable  workers'
compensation law and unemployment insurance claims. THE PARTIES HEREBY WAIVE ANY
RIGHTS  THEY MAY  HAVE TO TRIAL BY JURY IN  REGARD  TO  ARBITRABLE  CLAIMS.  The
arbitrator(s) shall be selected as follows: The parties shall jointly select one
impartial arbitrator in the event the dispute is less than $50,000. In the event
the parties  cannot agree on one  arbitrator  within ten days, or the dispute is
$50,000 or greater,  then each party shall select an impartial arbitrator within
the following twenty days, and those two selected  arbitrators  shall select the
third  arbitrator who will comprise a three-person  panel for  arbitration.  All
arbitration  matters shall be held and decided in accordance with the Employment
Dispute Resolution Rules of the American  Arbitration  Association  ("AAA"), but
without the administration or supervision of AAA. In any arbitration, the burden
of proof shall be allocated as provided in  applicable  law, and the  arbitrator
shall have the  authority to award or grant legal,  equitable,  and  declaratory
relief  only to the same  extent as if the case were  brought in a civil  court.
Confirmation  and  enforcement  of  the  decision  and  award  rendered  by  the
arbitrator  or panel of  arbitrators  shall be binding and may be entered in any
court   having   jurisdiction   thereof  for   confirmation   and   enforcement.
Notwithstanding the foregoing,  either party may obtain provisional  remedies to
prevent a threatened  breach or continued  breach of, as permitted by California
Code of Civil Procedure  section  1281.8.  Each of the parties hereby submits to
the jurisdiction of the state and federal courts in San Luis Obispo, California,
for these purposes.

     l. Attorneys'  Fees. In the event that the Company or the Employee  retains
an attorney or attorneys to enforce  performance  of this Agreement by the other
party or to obtain  damages or other relief because of violation of the terms of
this Agreement by the other party, then all reasonable attorneys' fees and costs
of arbitration or litigation are to be borne and paid by the party determined to
have  failed to perform  this  Agreement  or to be liable for damages or against
which other relief is granted.

     m.  Survivorship.  The  respective  rights and  obligations  of the parties
hereunder  shall survive any  termination  of the  Employee's  employment to the
extent necessary to the intended preservation of such rights and obligations.

     n. Remedies Cumulative; No Waiver. No remedy conferred upon a party by this
Agreement  is intended to be  exclusive  of any other  remedy and each and every
such remedy  shall be  cumulative  and shall be in addition to any other  remedy
given  hereunder or now or hereafter  existing at law or in equity.  No delay or
omission  by a party in  exercising  any  right,  remedy or power  hereunder  or
existing at law or in equity shall be construed as a waiver thereof and any such
right,  remedy or power may be  exercised by such party from time to time and as
often as may be deemed expedient or necessary by such party in such party's sole
discretion.

     o.  Acknowledgement.  Employee acknowledges that he has been represented by
and has consulted with  independent  legal counsel of his own choosing in regard
to this Agreement,  that he has read and understands this Agreement,  that he is
fully  aware of its legal  effect,  and that he has  entered  into it freely and
voluntarily  and based on his own  judgment  and not on any  representations  or
promises other than those contained in this Agreement.

     The parties  have  executed  this  Agreement to be effective as of the date
first above written.

                         SILVERTHORNE PRODUCTION COMPANY

                         By:/s/Darrell H. Hughes
                            ------------------------------------------
                            Darrell H. Hughes, Chief Executive Officer
                             and President

Attest:

/s/David L. Jackson
---------------------------
David L. Jackson, Secretary

                                   EMPLOYEE:
                                   /s/David G. Lucas               8/1/00
                                   ----------------------------------------
                                   David G. Lucas                      Date


<PAGE>


SCHEDULE A
----------

DESCRIPTION OF DUTIES AND COMPENSATION

EMPLOYEE:                  David G. Lucas

POSITION WITH COMPANY:     Treasurer and
                           Chief Financial Officer

COMPENSATION:

         Salary:           Ninety Thousand Dollars ($90,000.00) per year,
                           payable twice monthly in equal installments.

BENEFITS:

         Insurance:        health insurance plan made available
                                                                --------



         401(k) Plan:      to be determined, if any


                         SILVERTHORNE PRODUCTION COMPANY

                         By:/s/Darrell H. Hughes
                            ------------------------------------------
                            Darrell H. Hughes, Chief Executive Officer
                             and President
Attest:

/s/David L. Jackson
---------------------------
David L. Jackson, Secretary

                                         EMPLOYEE:


                                         ---------------------------------------
                                         David G. Lucas                     Date

Exhibit A
---------

UNEARNED INITIAL BONUS
DEDUCTION AUTHORIZATION

         I hereby give my express written  authorization for Cognigen  Networks,
Inc.,  ("CNI") to withhold and deduct from my final payroll check for the period
ending __________________ the amount of $ _________________________, pursuant to
California  Labor Code section 224. Such  withholding  and deduction are made as
repayment  for the advance that I received  from CNI for an initial bonus that I
have not yet earned.

         I  acknowledge  and agree that this  deduction  authorization  does not
constitute a rebate or deduction from the standard wage arrived at by collective
bargaining or pursuant to a wage agreement or statute.

I   am giving this deduction  authorization  willingly and voluntarily,  and not
    under any threat or coercion by CNI or anyone else.

Acknowledged and accepted:

EMPLOYEE


         -----------------------------------------
         David G. Lucas                       Date

Exhibit B
---------

CALIFORNIA LABOR CODE SECTION 2870
INVENTION ON OWN TIME - EXEMPTION FROM AGREEMENT

     "(a) Any  provision  in an  employment  agreement  which  provides  that an
employee  shall  assign,  or offer to  assign,  any of his or her  rights  in an
invention  to his or her  employer  shall  not  apply to an  invention  that the
employee  developed entirely on his or her own time without using the employer's
equipment,  supplies,  facilities,  or trade secret information except for those
inventions that either:

     (1)  Relate at the time of  conception  or  reduction  to  practice  of the
invention to the  employer's  business,  or actual or  demonstrably  anticipated
research or development of the employer; or

     (2) Result from any work performed by the employee for the employer.

     (b) To the  extent a  provision  in an  employment  agreement  purports  to
require  an  employee  to assign an  invention  otherwise  excluded  from  being
required to be assigned  under  subdivision  (a),  the  provision is against the
public policy of this state and is unenforceable."


<PAGE>