# EXHIBIT 10.22

VENCORE SOLUTIONS LLCFinancial Services and Emerging Growth Companies Coming
Together

4500
SW Kruse Way, Suite 350      Lake Oswego, OR 97035503.699.4997      FAX:  503.675.3136

# LOAN AND
SECURITY AGREEMENT NUMBER 1601

THIS LOAN
AND SECURITY AGREEMENT is made by Cognigen Networks, Inc., a Colorado
Corporation and Cognigen Business Systems, Inc., a Delaware Corporation as
Co-Debtors, jointly and severally responsible (Co-Debtors) and
VENCORE SOLUTIONS LLC, a Delaware Limited Liability Company
(Lender). In consideration of the mutual agreements contained
herein, the parties hereto agree as follows:

SECTION
1.     DEFINITIONS.

1.1     
Defined Terms. As used in this Agreement the following terms have the
following defined meanings, unless the context otherwise requires (such terms to
be equally applicable to both singular and plural forms of the terms defined):

| |  | Agreement,
hereof,hereto, hereunder and  words of
similar import shall mean this Loan and Security Agreement, as the same  may from time to
time be amended, modified or supplemented.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Business
Day means a day other than a Saturday, Sunday or legal holiday under
the laws of the State of Oregon. Chattel Paper has the
meaning assigned to it in the Code.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Closing
Date means each date on which a Loan is made pursuant hereto.
| |  | -----------------------------------------------------------------------

| |  | Code means
the Uniform Commercial Code as from time to time in effect in the State of  Oregon.
| |  | ------------------------------------------------------------------------------------------------

| |  | Collateral means
any of Co-Debtors assets which are pledged to secure this Agreement  and as
identified on Schedule 1.
| |  | -------------------------------------------------------------------------------------------------------------------------

| |  | Commencement
Date means the beginning of the contracted term under each Loan. The
Commencement Date of each Loan will be the 10thwhich immediately  follows the
Disbursal Date.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Commitment means
the obligation of Lender to make the Loans in the aggregate principal  amount specified
in Section 2.1.
| |  | --------------------------------------------------------------------------------------------------------------------------

| |  | Default shall
mean any event which with notice, lapse of time,  and/or any further condition, event or
act would constitute an Event of Default.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Disbursal
Date means the date each Loan is countersigned by both Co-Debtors and  Lender
and funds are disbursed under the terms of each Loan.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------

| |  | Disbursed
Principal means the original amount borrowed on each Loan.
| |  | ----------------------------------------------------------------------

| |  | Financial
Statements means Co-Debtors financial statements and shall be  comprised
of at least a balance sheet and profit and loss statement and may  include a cash flow
statement.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Insolvency
Proceeding means any proceeding commenced by or against any Person  under any
provision of the Bankruptcy Code or under any other state or federal  bankruptcy or
insolvency law (including any receivership or like proceeding),  assignments for the
benefit of creditors, formal or informal moratoria,  compositions, extensions generally
with creditors, or proceedings seeking  reorganization, arrangement, or other similar
relief.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|             |  |             
|------------ |  | ------------
|Confidential |  | Page 1 of 14

---

| | Interim
Interest means interest that is paid on the Disbursed Principal for  that
period of time between the Disbursal Date and the Commencement Date.  Interim Interest
shall be paid at a daily rate equal to the Interest Rate  divided by 365.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Interest
Rate is a fixed per annum rate per each Loan equal to the sum of the  Prime
Lending Rate, as reported in the Wall Street Journal plus 10.57%.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------

| | Liens means
liens, mortgages, security interests, pledges, title retentions, charges,  financing
statements or other encumbrances of any kind whatsoever on the  Collateral.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Loan means
each loan made by Lender pursuant to this Agreement.
| | -----------------------------------------------------------------

| | Loan
Documents means this Agreement, the Notes, the Supplements, any other  note
executed by Co-Debtors in connection with this Agreement, and any other  agreement
entered into, now or in the future, by Co-Debtors and Lender or any  guarantor in
connection herewith.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Note means
each promissory note of Co-Debtors evidencing a Loan, as described in  Section 2.2,
substantially in the formof Exhibit Ahereto, as the same  may from time to time
be amended, modified or supplemented.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Obligations means
(i) the aggregate unpaid principal amount of, and accrued interest on, the  Notes; (ii)
all other obligations and liabilities of Co-Debtors, now existing or  hereafter incurred,
under, arising out of or in connection with this Agreement,  or any Note or any other
Loan Document; and (iii) any and all other present and  future indebtedness, obligations
and liabilities of any kind whatsoever of  Co-Debtors to Lender, whether direct or
indirect, joint or several, absolute or  contingent, liquidated or unliquidated, secured
or unsecured, matured or  unmatured and whether originally contracted with Lender or
otherwise acquired by  Lender or from time to time reduced and thereafter increased.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Payment
Due Date shall be the 10th day of each month and the first
scheduled payment shall be due on the 10th day of the month  immediately
following the Commencement Date.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Person means
natural persons, corporations, limited liability companies, limited  partnerships,
general partnerships, limited liability partnerships, joint  ventures, trusts, land
trusts, business trusts, or other organizations,  irrespective of whether they are legal
entities, and governments and agencies  and political subdivisions thereof.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Prepayment means
the Co-Debtors can terminate Loans prior to their maturities by paying  Lender an amount
equal to the sum of i) all accrued interest, charges and fees,  ii) unpaid principal, and
iii) any applicable Prepayment Premium.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Prepayment
Premium means a charge paid by Co-Debtors to Lender to terminate their  Loan(s)
prior to the maturity of each Loan. The Prepayment Premium will be  applicable when the
Co-Debtors wish to terminate a Loan more than 12 months  prior to its contracted maturity
and shall be calculated as follows:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | PP
= DP x 0.001 x MwherePP = Prepayment Premium;DP = Disbursed Principal;M =
remaining months to contracted maturity.
| | ---------------------------------------------------------------------------------------------------------------------

| | Proceeds has
the meaning assigned to it in the Code,
| | ------------------------------------------------------

| | Supplement means
each Supplement executed and delivered by Co-Debtors in substantially  the form of Exhibit
B attached hereto.
| | --------------------------------------------------------------------------------------------------------------------------------

|             |  |             
|------------ |  | ------------
|Confidential |  | Page 2 of 14

---

1.2
Accounting Terms. All accounting terms not specifically defined herein
shall be construed in accordance with generally accepted accounting principles.

SECTION
2.      AMOUNT AND TERMS OF LOAN.

2.1   
Commitment. Subject to the terms and conditions of this Agreement, Lender
agrees to make Loans, from time to time, to Co-Debtors in an aggregate principal
amount not to exceed Two Hundred Fifty Thousand Dollars and 00/100
($250,000.00). Each Loan shall be in an amount which is not less than Sixty
Thousand Dollars and 00/100 ($60,000.00). The obligation of Lender to make Loans
hereunder shall terminate on December 31, 2006. Co-Debtors shall give
Lender at least five (5) Business Days prior written notice of the date and
amount of each proposed Loan. No Loan which is repaid may be reborrowed.

2.2   
The Notes. Each Loan shall be evidenced by a promissory note of
Co-Debtors substantially in the form of Exhibit A hereto, with
appropriate insertions therein as to amounts, dates and interest rate, in each
case, as determined by Lender. Co-Debtors obligation to repay the Notes
and all other amounts payable hereunder is absolute and unconditional under any
and all circumstances and shall not be affected by any circumstances of any
character whatsoever. Each Note shall (i) be dated the date on which the Loan
evidenced thereby is made; (ii) be for the term specified in such Note; and
(iii) be stated to be paid in consecutive monthly installments of principal plus
interest, on the dates and in the amounts set forth in such Note. If any amount
is not paid within ten days of when due under the Notes, Co-Debtors shall pay to
Lender a late charge of five percent (5%) of the subject amount. Such late
charge shall be immediately assessed and due.

2.3   
Use of Proceeds. Growth Capital.

SECTION
3.      CONDITIONS OF BORROWING.

3.1   
Conditions of Each Loan. Lender shall not be required to make any Loan
hereunder (including the initial Loan) unless on the Closing Date of such Loan:

(a)   
Note. The Note evidencing such Loan shall have been duly executed and
delivered to Lender.

(b)   
Security Interest. All filings deemed necessary or desirable by Lender to
establish, protect, preserve and perfect its security interest in any of
Co-Debtors assets that are pledged as security for such Loan as a valid
perfected security interest shall have been duly effected, and all fees, taxes
and other charges relating to such filings and recordings shall have been paid
by Co-Debtors.

(c)   
Representations. (i) The representations and warranties contained in this
Agreement shall be true and correct in all respects on and as of the date of the
making of such Loan with the same effect as if made on and as of such date; (ii)
no Default or Event of Default shall be in existence on the date of the making
of such Loan or shall occur as a result of such Loan; and (iii) the acceptance
by Co-Debtors of each Loan shall constitute a representation by CoDebtors that
the statements contained in clauses (i) and (ii) above are true and correct on
the date of such Loan.

(d)   
Other Documents and Information. Lender shall have received from
Co-Debtors, in form and substance satisfactory to Lender, such other documents
and information as Lender shall reasonably request.

(e)   
Legal Matters. All legal matters with respect to and all legal documents
executed in connection with the transactions contemplated by this Agreement
shall be satisfactory to counsel for Lender.

SECTION
4.      REPRESENTATIONS AND WARRANTIES.

To
induce Lender to enter into this Agreement and to make each Loan, Co-Debtors
represent and warrant to Lender that:

4.1   
Organization. Each Co-Debtor is a corporation duly organized or formed,
validly existing and in good standing, Cognigen Networks, Inc. under the laws of
Colorado and Cognigen Business Systems, Inc. under the laws of Delaware, and
each have the necessary authority and power to pledge its assets as and to
transact the business in which it is engaged.

|             |  |             
|------------ |  | ------------
|Confidential |  | Page 3 of 14

---

4.2   
Power and Authority. Co-Debtors have full power, authority and legal
right to execute and deliver this Agreement and the Notes, to perform its
obligations hereunder and thereunder, to borrow hereunder and to grant the
security interest created by this Agreement.

4.3   
Consents and Permits. No consent of any other party, and no consent,
license, approval or authorization of, exemption by, or registration or
declaration with, any governmental body, authority, bureau or agency is required
in connection with (i) the execution, delivery or performance by Co-Debtors of
this Agreement or the Notes; or (ii) the validity or enforceability of this
Agreement or the Notes.

4.4   
No Legal Bar. The execution, delivery and performance by Co-Debtors of
this Agreement and the Notes do not and will not violate any provision of any
applicable law or regulation or of any judgment, award, order, writ or decree of
any court or governmental instrumentality, will not violate any provision of the
organizational documents of Co-Debtors and will not violate any provision of or
cause a default under any mortgage, indenture, contract, agreement or other
undertaking to which Co-Debtors are a party or which purports to be binding upon
Co-Debtors or upon any of its assets, and will not result in the creation or
imposition of any lien on any of the assets of Co-Debtors other than the
security interest intended to be created hereby.

4.5   
No Defaults. Co-Debtors are not in default, and no event or condition
exists which after the giving of notice or lapse of time or both would
constitute an event of default, under any mortgage, indenture, contract,
agreement, judgment or other undertaking to which Co-Debtors are a party or
which purports to be binding upon Co-Debtors or upon any of their assets.

4.6   
Enforceability. This Agreement has been duly authorized, executed and
delivered by Co-Debtors and constitutes a legal, valid and binding obligation of
Co-Debtors enforceable in accordance with its terms. When executed and
delivered, each Note shall have been duly authorized, executed and delivered by
Co-Debtors and shall constitute a legal, valid and binding obligation of
Co-Debtors enforceable in accordance with its terms.

4.7   
No Litigation. There is no action, suit, investigation or proceeding
(whether or not purportedly on behalf of Co-Debtors) pending or, to
Co-Debtors knowledge, threatened against or affecting Co-Debtors or any of
their assets which could have an adverse effect upon the transactions
contemplated by this Agreement or a material adverse effect on the business,
operations or financial condition of Co-Debtors.

4.8   
Taxes. Co-Debtors have filed all Federal, state and local income tax
returns that are required to be filed, and has paid (or provided for the payment
of) all taxes as shown on said returns and all assessments received by it to the
extent that such taxes and assessments have become due, and Co-Debtors do not
have any knowledge or any actual or proposed deficiency or additional assessment
in connection therewith. The charges, accruals and reserves on the books of
Co-Debtors in respect of Federal, state and local taxes for all open years, and
for the current fiscal year, make adequate provision for all unpaid tax
liabilities for such periods.

4.9   
Financial Statements. All financial statements for Co-Debtors and any
guarantor delivered to Lender are true and accurate as of the dates thereof, and
there has not been any adverse change in Co-Debtors or any
guarantors financial condition since the date of the most recent financial
statements submitted to Lender.

4.10   
Full Disclosure. No written representation, warranty or other statement
of Co-Debtors in any certificate, agreement or other document given to Lender,
as of the date such representations, warranties, or other statements were made,
taken together with all such written certificates, agreements and other document
statements given to Lender, contains any untrue statement of a material fact or
omits to state a material fact necessary to make the statements contained in the
certificates or statements not misleading.

///  ///  ///
///

|             |  |             
|------------ |  | ------------
|Confidential |  | Page 4 of 14

---

SECTION
5. COVENANTS.

Co-Debtors
covenant and agree that from and after the date hereof and so long as the
Commitment or any Obligation is outstanding:

5.1   
Notices. Co-Debtors will give timely written notice to Lender of (i) the
occurrence of any Default or Event of Default; (ii) the commencement or threat
of any material litigation or proceedings affecting Co-Debtors; and (iii) any
dispute between Co-Debtors and any governmental regulatory body or other party
that might materially interfere with the normal business operations of
Co-Debtors.

5.2   
Laws; Obligations; Operations. Co-Debtors will (i) duly observe and
conform to all requirements of any governmental authorities relating to the
conduct of its business or to its properties or assets, except for any such
requirements for which the results of non-compliance, individually or in the
aggregate, would not affect Co-Debtors ability to perform their
obligations under the Agreement or result in a Lien upon any of the Collateral;
(ii) maintain their existence as legal entities and obtain and keep in full
force and effect all rights, franchises, licenses and permits which are
necessary to the proper conduct of its business; and (iii) obtain or cause to be
obtained as promptly as possible any governmental, administrative or agency,
approval and make any filing or registration therewith which at the time shall
be required with respect to the performance of its obligations under this
Agreement or the operation of their businesses.

5.3   
Inspection. Lender or its authorized representative may during normal
business hours inspect the Collateral and the books and records of Co-Debtors
related thereto.

5.4   
Further Assurances. Each Co-Debtor will promptly, at any time and from
time to time, at its sole expense, execute and deliver to Lender such further
instruments and other documents, and take such further action, as Lender may
from time to time reasonably request to further carry out the intent and purpose
of this Agreement. and to establish and protect the rights, interests and
remedies created, or intended to be created, in favor of Lender hereby,
including, without limitation, any and all security agreements, assignments,
endorsements of certificates of title, and all other documents that Lender may
reasonably request, in form and substance satisfactory to Lender, to create,
perfect and continue to perfect or to better perfect the Lenders Liens in
the Collateral. To the maximum extent permitted by applicable law, Co-Debtors
authorize Lender to execute any such Additional Documents in Co-Debtors
names and authorizes Lender to file such executed Additional Documents in any
appropriate filing office. Co-Debtors will pay, or reimburse Lender for any and
all reasonable fees, costs and expenses of whatever kind or nature incurred in
connection with the creation, preservation and, upon the occurrence of an Event
of Default which is continuing, protection of Lenders security interest in
the Collateral.

5.5   
No Disposition of Collateral. Without the prior written consent of
Lender, Co-Debtors will not sell, convey, transfer, exchange, lease or otherwise
relinquish possession or dispose of any of the Collateral except as
required by sale of telecom assets contemplated in the Letter of Intent between
Co-Debtors and Acceris Management and Acquisition LLC, received by lender on
October 3, 2006.

5.6   
No Liens. Except for those security interests currently held by
Silicon Valley Bank and Global Crossing, Co-Debtors will not
create, assume or suffer to exist any Lien of any kind upon the Collateral
except for the security interest created hereby.

5.7   
No Changes in Co-Debtors. Without the prior written consent of Lender,
Co-Debtors will not (i) enter into any merger or consolidation; (ii) liquidate
or dissolve; (iii) sell, transfer or otherwise dispose of all or substantially
all of its assets; (iv) change the form of organization of its business or state
of organization or formation; or (v) without thirty (30) days prior written
notice to Lender, change its name or its chief place of business.

5.8   
Financial Statements. Each Co-Debtor will prepare Financial Statements on
a monthly basis and will provide Lender with copies of such Financial Statements
not more than thirty (30) days after the end of each
calendar month. For any Co-Debtors that are also Public Companies, Co-Debtors
will provide to Lender its Financial Statements included in its 10-Q, 10-K and
8-K filings with the Securities and Exchange Commission, within ten (10) days
after each filing.

SECTION
6.      SECURITY INTEREST.

6.1   
Grant of Security Interest. As collateral security for the prompt and
complete payment and performance when due of all the Obligations and to induce
Lender to enter into this Agreement and make the Loans in accordance with terms
hereof, Co-Debtors hereby assign, convey, mortgage, pledge, hypothecate and
transfer to Lender, and hereby grants to Lender a security interest in, all
Co-Debtors right, title and interest in and to the Collateral.

|             |  |             
|------------ |  | ------------
|Confidential |  | Page 5 of 14

---

6.2   
<U>Filing of Financing Statements</U>. Co-Debtors authorize Lender
to prepare and file any financing statement necessary or desirable to perfect
Lenders security interest in the Collateral, and any continuation
statement or amendment with respect thereto, in any appropriate filing office.
Co-Debtors hereby ratify the filing of any financing statement filed without the
signature of Co-Debtors prior to the date hereof.

6.3   
<U>Lender Appointed as Attorney-in-Fact</U>. For so long as
Co-Debtors have any financial obligations to Lender, Co-Debtors hereby
irrevocably make, constitute, and appoint Lender (and any of Lenders
officers, employees, or agents designated by Lender) as Co-Debtors true
and lawful attorney, with power to (i) if Co-Debtors refuse to, or fail timely
to execute and deliver any of the documents requested by Lender pursuant to
Section 5.4, sign Co-Debtors name on any such document; (ii) endorse
Co-Debtors names on any of its payment items that may come into
Lenders possession. The appointment of Lender as Co-Debtors
attorney, and each and every one of its rights and powers, being coupled with an
interest, is irrevocable.

SECTION
7.      EVENTS OF DEFAULT.

The
following events shall each constitute an event of default (Event of
Default) under this Agreement:

(a)     
Co-Debtors shall fail to pay any Obligation after the same becomes due (whether
at the stated maturity, by acceleration or otherwise);

(b)     
Any representation or warranty made by Co-Debtors in this Agreement or in
connection with any Loan, or by Co-Debtors in any document, certificate or
financial or other statement now or hereafter furnished by Co Debtors to Lender
in connection with this Agreement shall at any time prove to be untrue or
misleading in any material respect as of the time when made;

(c)     Co-Debtors
shall fail to observe any covenant, condition or agreement contained in Section 5;

(d)     
Co-Debtors shall fail to observe or perform any other covenant, condition or agreement
contained in  this Agreement or any other Loan Documents, and such failure shall continue
unremedied for a period of ten (10) days  or more;

(e)     
Any parent or subsidiary of Co-Debtors shall (i) (A) default in the payment of
any obligation to Lender or to any of Lenders subsidiaries or other
affiliates, beyond the period of grace, if any, provided with respect thereto,
or (B) default in the payment of any obligation to any Person other than Lender
or its subsidiaries or other affiliates, whether such obligation is for borrowed
money, under any lease, under any guarantee or similar accommodation, or for the
deferred purchase price of property including interest thereon, beyond the
period of grace, if any, provided with respect thereto, provided, however, that
there shall be excluded herefrom, trade and other accounts and accrued expenses
payable in the ordinary course of business in accordance with customary trade
terms and which are not overdue in accordance with such terms for a period of
more than sixty (60) days, or, if overdue for more than sixty (60) days, as to
which a dispute exists and adequate reserves in conformity with generally
accepted accounting principles have been established on Co-Debtors books;
or (ii) default in the performance or observance of any other term, condition or
agreement contained in any such obligation or in any agreement relating thereto,
beyond the period of grace, if any, provided with respect thereto, if the effect
of such default is to cause, or permit the holder or holders of such obligation
(or a trustee on behalf of such holder or holders) to cause, such obligation to
become due prior to its stated maturity or to realize upon any collateral given
as security therefore;

(f)     
If an Insolvency Proceeding shall have been commenced by either Co-Debtor or any
subsidiary of Co-Debtors;

(g)     
If an Insolvency Proceeding shall have been commenced against either Co-Debtor
or any subsidiary of Co-Debtors, and any of the following events occur: (i)
Co-Debtors or such subsidiary shall have acquiesced or consented to the
institution of such Insolvency Proceeding against it; (ii) the petition
commencing the Insolvency Proceeding shall not have been timely controverted;
provided, however, that, during the pendency of such period, Lender shall be
relieved of its Commitment to extend credit hereunder; (iii) the petition
commencing the Insolvency Proceeding shall not have been dismissed within
forty-five (45) calendar days of the date of the filing thereof;provided,
however, that, during the pendency of such period, Lender shall be relieved
of its Commitment to extend credit hereunder; or (iv) an order for relief shall
have been entered therein;

|             |  |             
|------------ |  | ------------
|Confidential |  | Page 6 of 14

---

(h)     
Any of the events described in subsections (a) through (g) shall occur with
respect to any guarantor of the Loans or other Obligations or such guarantor
shall otherwise fail to perform or otherwise default under its guaranty
agreement.

SECTION
8.      REMEDIES.

8.1   
Termination: Acceleration. If an Event of Default specified in Section
7(f) or (g) shall occur, then, and in any such event, the Commitment shall
immediately terminate and the Loans and all other Obligations shall become
immediately due and payable without any notice or other action by Lender. If any
other Event of Default shall occur and be continuing, then, and in any such
event, Lender may, without any notice or demand, (i) terminate forthwith the
Commitment and/or (ii) declare the Loans and all other Obligations to be
immediately due and payable.

8.2   
Additional Remedies. If an Event of Default shall occur and be
continuing, Lender may exercise, in addition to all other rights and remedies
granted to it in this Agreement and in any other instrument or agreement
securing, evidencing or relating to the Obligations, all rights and remedies of
a creditor, whether secured or unsecured, under the Code or under any other
applicable law. Without limiting the generality of the foregoing, Co-Debtors
agree that in any such event, Lender, without notice or demand of any kind
(except the notice specified below of the time and place of public or private
sale) to or upon Co-Debtors or any other Person (all and each of which demands
and/or notices are hereby expressly waived), may forthwith collect, receive,
appropriate and realize upon the Collateral, or any part thereof, and/or may
forthwith sell, lease, assign, give option or options to purchase or otherwise
dispose of and deliver the Collateral (or contract to do so), or any part
thereof, in one or more parcels at public or private sale or sales, at any
exchange or brokers board or at any of Lenders offices or elsewhere
at such prices as it may deembest,for cash or on credit or for future delivery
without assumption of any credit risk. Lender shall have the right upon any such
public sale or sales, to the extent permitted by law, to purchase the whole or
any part of the Collateral so sold, free of any right or equity of redemption in
CoDebtors, which right or equity is hereby expressly released. Lender shall
apply the net proceeds of any such collection, recovery, receipt, appropriation,
realization, disposition or sale (after deducting all reasonable costs and
expenses of every kind incurred by Lender or incidental to the sale,
disposition, care, safekeeping, preparation for sale or otherwise of any or all
of the Collateral or in any way relatingto the rights of Lender hereunder,
including reasonable attorneys fees and legal expenses) to the payment in
whole or to part of the Obligations, in such order as Lender may elect and only
after so applying such net proceeds and after the payment by Lender of any other
amount required by any provision of law, shall Lender account for the surplus,
if any, to Co-Debtors. To the extent permitted by applicable law, Co-Debtors
waive all claims, damages, and demands against Lender arising out of the
repossession, retention or sale of the Collateral. Co-Debtors agree that Lender
need not give more than ten (10) days notice (which notification shall be deemed
given when mailed in accordance with Section 9.2) of the time and place of any
public sale or of the time after which a private sale may take place and that
such notice is reasonable notification of such matters. Co-Debtors shall be
liable for any deficiency if the proceeds of any sale or disposition of the
Collateral are insufficient to pay the Obligations and all other amounts to
which Lender is entitled.

8.3   
Cumulative Remedies. Lenders rights and remedies under this
Agreement and the other Loan Documents are cumulative and may be exercised
singularly or concurrently. Lender has all rights and remedies provided under
this Agreement, the Code, by law, or in equity. Lenders exercise of any
right or remedy is not an election, and no failure or delay on the part of
Lender in exercising any right, remedy, power or privilege hereunder or under
any Note shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder or thereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege.

8.4   
Waiver by Co-Debtors. Co-Debtors hereby waive presentment, demand,
protest or any notice, except as expressly provided in Section 8 (to the extent
permitted by applicable law) of any kind in connection with this Agreement or
any Collateral. To the extent permitted by the Code or other applicable law,
Co-Debtors waive any rights now or hereafter conferred by statute or otherwise
which limit or modify any of Lenders rights or remedies under this
Agreement.

SECTION
9.      MISCELLANEOUS.

9.1   
Joint and Several Obligations. If Co-Debtors consist of more than one
person or entity, all Obligations of each Co-Debtor under this Agreement shall
be joint and several, and all references to Co-Debtors shall mean each and every
Debtor.

|             |  |             
|------------ |  | ------------
|Confidential |  | Page 7 of 14

---

9.2   
Notices. All notices, requests and demands to or upon any party hereto
shall be deemed to have been duly given or made upon receipt when sent by
registered or certified mail, addressed to such party as follows, or to such
other address as may be hereafter designated in writing by such party to the
other party hereto: (i) three (3) Business Days after being deposited in the
United States mail, proper postage prepaid; (ii) as of the Business Day after
the day delivered to overnight courier when delivered to such courier by sender
in timely fashion so as to permit next-day delivery; (iii) upon delivery, when
personally delivered; and (iv) upon dispatch when sent by facsimile machine with
confirmation of transmittal completion received by sender:

|          | 
|--------- | 
|Co-Debtor | 
|          | 
|          | 
|          | 
|          | 
|          | 
|Co-Debtor | 
|          | 
|          | 
|          | 
|          | 
|          | 
|Lender:   | 
|          | 
|          | 
|          | 
|          | 
|          | 

9.3   
Indemnity.

(a)    Co-Debtors
agree to pay, and to indemnify and save Lender harmless from any delay in
paying, all taxes, including, without limitation, sales, use, stamp and personal
property taxes (other than any corporate income, capital, franchise or similar
taxes payable by Lender with respect to the payments made to Lender hereunder or
thereunder) and all license, filing, and registration fees and assessments and
other charges, if any, which may be payable or determined to be payable in
connection with the execution, delivery and performance of this Agreement or the
Notes or any modification thereof.

(b)   
Co-Debtors hereby further agree to pay, indemnify, and hold Lender harmless from
and against any and all other liabilities, obligations, losses, damages,
penalties, claims, actions, judgments, suits, out-of-pocket costs, expenses
(including legal expenses) or disbursements of any kind or nature whatsoever
arising out of or relating to this Agreement, provided, that Co-Debtors shall
have no obligation hereunder with respect to indemnified liabilities arising
from the gross negligence or willful misconduct of Lender, as finally determined
by a court of competent jurisdiction.

9.4   
Payment of Lenders Costs. Co-Debtors agree to pay upon demand all
of Lenders out-of-pocket expenses, including attorneys fees,
incurred in connection with the negotiation and preparation of the Loan
Documents, including any amendments or modifications thereto. If an Event of
Default shall occur and be continuing, Co-Debtors agree to reimburse Lender for
its reasonable attorneys fees, court costs and collection costs, whether
or not any litigation is commenced by Lender, which are incurred by Seller to
enforce or interpret any of the Loan Documents or collect any Obligations due to
Lender, including, without limitation, (i) the reasonable costs and fees of a
collection agency; and (ii) attorneys fees and costs incurred at trial, on
appeal and in any mediation, arbitration or bankruptcy proceeding. All such
amounts shall, until paid by Co-Debtors to Lender, constitute Obligations of
Co-Debtors secured by the Collateral and shall be payable on demand.

|             |  |             
|------------ |  | ------------
|Confidential |  | Page 8 of 14

---

9.5   
Survival of Representations and Warranties. All representations and
warranties made in this Agreement and any certificates delivered pursuant hereto
or thereto shall survive the execution and delivery of this Agreement and the
making of the Loans hereunder, and the agreements contained in Section 9.3 shall
survive payment of the Notes.

9.6   
Amendment; Waivers. No provision of this Agreement, the Notes, or any
related agreements, may be amended or modified in any way, nor may noncompliance
therewith be waived, except pursuant to a written instrument executed by Lender
and Co-Debtors.

9.7   
Counterparts. This Agreement may be executed by the parties hereto on any
number of separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute but
one and the same instrument.

9.8   
Headings. The headings of the Sections and paragraphs are for convenience
only, are not part of this Agreement and shall not be deemed to affect the
meaning or construction of any of the provisions hereof.

9.9   
Successors or Assigns. THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF CO-DEBTORS AND LENDER AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS, EXCEPT THAT CO-DEBTORS MAY NOT ASSIGN OR TRANSFER ITS RIGHTS HEREUNDER
OR ANY INTEREST.

9.10   
Entire Agreement. This Agreement, including all Notes and Supplements
related hereto, contains the complete, final and exclusive statement of the
terms of the agreement between Lender and Co-Debtors relating to the
transactions hereby contemplated.

9.11   
Choice of Law and Venue; Jury Trial Waiver.

(a)   
THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY
PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN
DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF,
AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS
ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED
UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
OREGON.

(b)   
CO-DEBTORS IRREVOCABLY SUBMIT TO THE PERSONAL JURISDICTION OF ANY STATE OR
FEDERAL COURT IN THE STATE OF OREGON, WITH VENUE IN MULTNOMAH COUNTY, OREGON,
PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE
LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION AGAINST CO-DEBTORS OR THE
COLLATERAL IN ANY OTHER JURISDICTION. EACH OF THE PARTIES HERETO EXPRESSLY
SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT
COMMENCED IN ANY SUCH COURT, AND EACH OF THE PARTIES HERETO HEREBY WAIVES ANY
OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER
VENUE OR FORUM NON CONVENIENS. EACH OF THE PARTIES HERETO HEREBY WAIVES PERSONAL
SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR
SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE
MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO IT AT THE ADDRESS SET FORTH
HEREIN, AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF
SUCH PARTYS ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE
U.S. MAIL, PROPER POSTAGE PREPAID.

(c)   
CO-DEBTORS AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN
DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR
STATUTORY CLAIMS. CODEBTORS AND LENDER REPRESENT THAT EACH HAS REVIEWED THIS
WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS. IN THE
EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT
TO A TRIAL BY THE COURT.

|             |  |             
|------------ |  | ------------
|Confidential |  | Page 9 of 14

---

9.12   
Severability; Intent to Limit Charges to Maximum Lawful Rate. If a court
of competent jurisdiction finds any provision of this Agreement or other Loan
Documents to be invalid or unenforceable as to any person or circumstance, such
finding shall not render that provision invalid or unenforceable as to any other
persons or circumstances. If feasible, any such offending provision shall be
deemed to be modified to be within the limits of enforceability or validity;
however, if the offending provision cannot be so modified, it shall be stricken
and all other provisions of this Agreement in all other respects shall remain
valid and enforceable. In no event shall the interest rate or rates payable
under the Notes, plus any other amounts paid in connection herewith or
therewith, exceed the highest rate permissible under any law that a court of
competent jurisdiction shall, in a final determination, deem applicable.
Co-Debtors and Lender, in executing and delivering this Agreement and the Notes,
intend legally to agree upon the rate or rates of interest and manner of payment
stated therein; provided, however, that, anything contained herein to the
contrary notwithstanding, if said rate or rates of interest or manner of payment
exceeds the maximum allowable under applicable law, then as of the date of this
Agreement, Co-Debtors are and shall be liable only for the payment of such
maximum as allowed by law, and payment received from Co-Debtors in excess of
such legal maximum, whenever received, shall be applied to reduce the principal
balance of the Obligations owing by it to the extent of such excess.

IN
WITNESS WHEREOF,the parties hereto have caused this Agreement to be
executed and delivered as of the date countersigned by Lender below.

|                                      |  | 
|------------------------------------- |  | 
|Agreed and consented to by LENDER:    |  | 
|VENCORE SOLUTIONS LLC                 |  | 
|A DELAWARE LIMITED LIABLITY COMPANY   |  | 
|By: _______________________________   |  | 
|Name: _____________________________   |  | 
|Title: ______________________________ |  | 
|Date: ______________________________  |  | 
|                                      |  | 
|                                      |  | 
|                                      |  | 
|                                      |  | 
|                                      |  | 
|                                      |  | 
|                                      |  | 

|             |  |              
|------------ |  | -------------
|Confidential |  | Page 10 of 14

---

Supplement
Number 1

# EXHIBIT
A

# Promissory
Note Number 01

# Hereby made
a part of Loan and Security Agreement Number 1601

$250,000.00

FOR
VALUE RECEIVED, Cognigen Networks, Inc., a Colorado Corporation and Cognigen
Business Systems, Inc., a Delaware Corporation as Co-Debtors, jointly and
severally responsible (Co-Debtors) promise to pay to the order of
VENCORE SOLUTIONS LLC, a Delaware Limited Liability Company
(Lender), at such address as Lender may designate by notice to
Co-Debtors, in lawful money of the United States, the principal sum of Two
Hundred Fifty Thousand Dollars and 00/100 ($250,000.00) together with interest,
calculated at 18.82% per annum, in Thirty-Six (36) consecutive monthly
installments of not less than Nine Thousand Dollars and 00/100 ($9,000.00) each,
beginning on November 10th,2006 (Commencement Date) and
continuing on the same day of each month thereafter through and including
October 10, 2009.

Upon
execution of this Note, Co-Debtors will prepay a documentation fee of Two
Thousand Five Hundred Dollars and 00/100 ($2,500.00).

This
Note is one of the Notes referred to in the Loan and Security Agreement Number
1601 between Co-Debtors and Lender (as the same may from time to time be
amended, supplemented or otherwise modified, the Agreement), is
secured as provided in the Agreement, and is subject to the terms and provisions
thereof. Capitalized terms used herein shall have the respective meanings given
them in the Agreement unless otherwise defined herein or unless the context
otherwise requires.

If
a payment is more than ten (10) days late, Co-Debtors will be assessed a late
fee and charged five percent (5%) of such payment.

Upon
the occurrence and continuance of any one or more of the Events of Default
specified in the Agreement, the amounts then remaining unpaid on this Note,
together with any interest accrued, may be declared to be (or, with respect to
certain Events of Default, automatically shall become) immediately due and
payable in the sum of all existing delinquent and accrued interest, late fees
and charges plus the remaining unpaid principal due under the Note. Interest
shall accrue on the accelerated balance at the lesser of eighteen percent (18%)
per annum or the highest rate allowed under applicable law.

In
the event that Lender or any holder of this Note shall institute any action for
the enforcement or the collection of this Note, there shall be immediately due
and payable, in addition to the unpaid balance hereof, all costs and expenses of
such action, including reasonable attorneys fees and costs, whether
incurred at trial, on appeal or in any bankruptcy proceeding.

|             |  |              
|------------ |  | -------------
|Confidential |  | Page 11 of 14

---

Co-Debtors
and any other person who signs, guarantees or endorses this Note, to the extent
allowed by law, waive presentment, demand for payment, protest and notice of
dishonor. Upon any change in the terms of this Note, and unless otherwise
expressly stated in writing, no party who signs this Note, whether as maker,
guarantor, accommodation maker or endorser, shall be released from liability.
All such parties agree that Lender may renew, or extend (repeatedly and for any
length of time) this loan, or release any party or guarantor or collateral; fail
to realize upon or perfect Lenders security interest in the collateral; or
take any other action deemed reasonably necessary by Lender without the consent
of or notice to anyone. If Co-Debtors consist of more than one person or entity,
all obligations of each Co-Debtor herein shall be joint and several.

|                                      |  | 
|------------------------------------- |  | 
|Agreed and consented to by LENDER:    |  | 
|VENCORE SOLUTIONS LLC                 |  | 
|A DELAWARE LIMITED LIABLITY COMPANY   |  | 
|By: _______________________________   |  | 
|Name: _____________________________   |  | 
|Title: ______________________________ |  | 
|Date: ______________________________  |  | 
|                                      |  | 
|                                      |  | 
|                                      |  | 
|                                      |  | 
|                                      |  | 
|                                      |  | 
|                                      |  | 

|             |  |              
|------------ |  | -------------
|Confidential |  | Page 12 of 14

---

# EXHIBIT
B

# Supplement
Number 1

# Hereby made
a part of Loan and Security Agreement Number 1601

and Promissory Note Number 01

This
Supplement is executed and delivered by Cognigen Networks, Inc., a Colorado
Corporation and Cognigen Business Systems, Inc., a Delaware Corporation as
Co-Debtors, jointly and severally responsible (Co-Debtors) pursuant
to the terms of a Loan and Security Agreement Number 1601 between Co-Debtors and
VENCORE SOLUTIONS LLC, a Delaware Limited Liability Company
(Lender), as the same may from time to time be amended, supplemented
or otherwise modified (the Agreement). Capitalized terms used herein
shall have the respective meanings given them in the Agreement unless otherwise
defined herein or unless the context otherwise requires.

|1. |  | Co-Debtors
hereby affirm that (i) the representations and warranties set forth  in Section 4 of the
Agreement are true and correct in all material respects as  of the date hereof; and (ii)
no Default or Event of Default has occurred and is  continuing.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. |  | Upon
the funding thereof, Co-Debtors hereby affirm that Lender will have made a  Loan to it
for the purpose above described, which Loan is evidenced by a Note,  in the principal
amount of Two Hundred Fifty Thousand Dollars and 00/100  ($250,000.00).
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                      |  | 
|------------------------------------- |  | 
|Agreed and consented to by LENDER:    |  | 
|VENCORE SOLUTIONS LLC                 |  | 
|A DELAWARE LIMITED LIABLITY COMPANY   |  | 
|By: _______________________________   |  | 
|Name: _____________________________   |  | 
|Title: ______________________________ |  | 
|Date: ______________________________  |  | 
|                                      |  | 
|                                      |  | 
|                                      |  | 
|                                      |  | 
|                                      |  | 
|                                      |  | 
|                                      |  | 

|             |  |              
|------------ |  | -------------
|Confidential |  | Page 13 of 14

---

# SCHEDULE
1

# Hereby made
a part of Loan and Security Agreement Number 1601

and Promissory Note Number 01

DESCRIPTION
OF COLLATERAL:

| | SECURITY
INTEREST IN ALL OF CO-DEBTORS ASSETS, INCLUSIVE OF INTELLECTUAL PROPERTY,  BOTH
CURRENTLY AND HEREAFTER OWNED BY DEBTOR. THIS SECURITY POSITION WILL BE  SUBORDINATE ONLY
TO THAT OF SILICON VALLEY BANK AND GLOBAL CROSSING.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                      |  | 
|------------------------------------- |  | 
|Agreed and consented to by LENDER:    |  | 
|VENCORE SOLUTIONS LLC                 |  | 
|A DELAWARE LIMITED LIABLITY COMPANY   |  | 
|By: _______________________________   |  | 
|Name: _____________________________   |  | 
|Title: ______________________________ |  | 
|Date: ______________________________  |  | 
|                                      |  | 
|                                      |  | 
|                                      |  | 
|                                      |  | 
|                                      |  | 
|                                      |  | 
|                                      |  | 

|             |  |              
|------------ |  | -------------
|Confidential |  | Page 14 of 14

---

# WARRANT
PURCHASE AGREEMENT

|         | 
|-------- | 
|Issuer:  | 
|Address: | 
|         | 
|Date:    | 
|         | 

THIS
WARRANT PURCHASE AGREEMENTis entered into on the above date between VENCORE
SOLUTIONS LLC, A Delaware Limitcd Liability Company (VENCORE),
located at 4500 SW Kruse Way, Suite 350,Lake Oswego, OR 97035 and the
issuer named above (the Company), whose chief executive offices are
located at the above address (Companys Address).

1.       ISSUANCE
OF WARRANT.

|1.1 |  | Sale and Purchase of Warrant.The Company shall sell to VENCORE, and
VENCORE shall purchase from the Company, a warrant in substantially the form
attached to this Agreement as Exhibit A (the Warrant). The cost of
the Warrant to VENCORE shall be $100.00 (the Purchase Price). The
Warrant shall give VENCORE the right to purchase Seventy-Five Thousand shares of
the Common Stock of the Company (the Shares) at an exercise price of
Zero Dollars and 12/100 ($0.12) per share (the Initial Exercise
Price), all subject to adjustment as provided in the Warrant. VENCORF may
pay the Purchase Price by check, in form of cancellation of indebtedness, or by
such other means as the parties may agree.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|1.2 |  | Closing.The issuance of the Warrant shall take place upon execution of this
Agreement and a Loan and Security Agreement and related documents.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------

2.     
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

|2.1 |  | Valuation and Capitalization.The Initial Exercise Price is not greater
than the price per share at which the Shares were last issued in an arm s-length
transaction in which at least $500,000 of the Shares were sold.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2.2 |  | Authorization. The persons signing this Agreement and the Warrant have full
power and authority to execute and deliver this Agreement and the Warrant on
behalf of the Company. When executed and delivered, this Agreement and the
Warrant will constitute a valid and binding obligation of the Company.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2.3 |  | No Antidilution Upon Issuance or Exercise of Warrant.Neither the
issuance nor the exercise of the Warrant will cause the rate at which any of the
Companys outstanding convertible securities are ultimately convertible to
Common Stock to change, nor will it otherwise invoke any antidilution feature of
any of the Companys outstanding securities or rights to purchase securities.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|             |  | 
|------------ |  | 
|Confidential |  | 
|             |  | 

---

3.     
REPRESENTATIONS AND WARRANTIES OF VENCORE.

|3.1 |  | Authorization.The person signing this Agreement on behalf of VENCORE has
full power and authority to enter into this Agreement on behalf of VENCORE. When
executed and delivered, this Agreement will constitute a valid and legally
binding obligation of VENCORE.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.2 |  | No Registration.VENCORE understands that the Warrant and the Shares have
not been registered under the Securities Act of 1933, as amended (the
Act).
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------

|3.3 |  | Acquisition for Investment.VENCORE is acquiring the Warrant and Shares
solely for its own account and not with a view toward the resale or the
distribution of the Warrant or the Shares.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.4 |  | Experience.VENCORE is a sophisticated leasing company to publicly traded and
non-publicly traded high technology and other businesses and is able to fend for
itself. VENCORE is able to bear the economic risk of the purchase of the Warrant
and the Shares, including a complete loss of VENCOREs investment.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.5 |  | Accredited Investor. VENCORE is an Accredited Investor as defined in
SEC Rule 50 1(a).
|--- |  | ----------------------------------------------------------------------------------------

4.    
MISCELLANEOUS.

|4.1 |  | Survival.The representations, warranties, covenants, and agreements made
herein shall survive any investigation made by any party hereto and the closing
of the transactions contemplated hereby.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.2 |  | Additional Actions and Documents.The parties shall execute and deliver
such further documents and instruments and shall take such other further actions
as may be required or appropriate to carry out the intent and purposes of this
Agreement.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.3 |  | Successors and Assigns.This Agreement and the Warrant shall bind and
inure to the benefit of the parties hereto and their respective successors and
assigns. Subject to the provisions of this Agreement and in the Warrant, VENCORE
may transfer all or part of its interest in this Agreement and the Warrant.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.4 |  | Parties in Interest.Nothing in this Agreement is intended to confer any rights
or remedies under or by reason of this Agreement on any persons other than the
parties to it and their respective successors and assigns. Nothing in this
Agreement is intended to relieve or discharge the obligation or liability of any
third persons to any party to this Agreement.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.5 |  | Amendments. Waivers, and Consents. This Agreement shall not be changed or
modified, in whole or in part, except by supplemental agreement signed by both
parties. No waiver of any provision of this Agreement shall be deemed, or shall
constitute, a watver of any other provision, whether or not similar, nor shall
any waiver constitute a continuing waiver.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|             |  | 
|------------ |  | 
|Confidential |  | 
|             |  | 

---

|4.6 |  | Notice. Any notice, instruction, or communication required or permitted to be
given under this Agreement or the Warrant to any party shall be in writing and
shall be deemed given upon the earlier of receipt or, five days after deposit in
the United States Mail by certified or express mail, return receipt requested,
postage prepaid, addressed to the principal office of such other party or to
such other address as such party may request in written notice.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.7 |  | Attorneys Fees. If either party brings any suit, action, counterclaim, or
arbitration to enforce the provisions of this Agreement or the Warrant, the
prevailing party therein shall be entitled to recover a reasonable allowance for
attorneys fees and litigation expenses in addition to court costs.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.8 |  | Governing Law.The rights and obligations of the parties shall be
governed by, and this Agreement and the Warrant shall be construed and enforced
in accordance with, the laws of the State of Oregon.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.9 |  | Jurisdiction and Venue.The parties hereto consent to the jurisdiction of
all federal and state courts in Oregon, and agree that venue shall lie
exclusively in Multnomah County, Oregon.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.10 |  | Entire Agreement.This Agreement and the documents and agreements
contemplated herein constitute the entire agreement between the parties with
regard to the Warrant, the Shares, and any securities issuable, directly or
indirectly, upon conversion of the Shares.
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.11 |  | Severability. If any provision of this Agreement or the Warrant, or the
application of such provision to any person or circumstances, is held invalid or
unenforceable, the remainder of this Agreement and the Warrant, or the
application of such provision to persons or circumstances other than those as to
which it is held invalid or unenforceable shall not be affected thereby.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.12 |  | Counterparts.This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Company:          
COGNIGEN NETWORKS, INC., A COLORADO CORPORATION

|                                              | 
|--------------------------------------------- | 
|By: X_______________________________________  | 
|Gary Cook, Acting President & CEO             | 
|                                              | 
|By: X________________________________________ | 
|Secretary or Assistant Secretary              | 
|                                              | 

VENCORE
SOLUTIONS LLC, A DELAWARE LIMITED LIABILITY COMPANY

|                                                | 
|----------------------------------------------- | 
|By: _________________________________________   | 
|                                                | 
|Title: ________________________________________ | 
|                                                | 

|             |  | 
|------------ |  | 
|Confidential |  | 
|             |  | 

---

# EXHIBIT A

# STOCK
PURCHASE WARRANT

[Attached]

|             |  | 
|------------ |  | 
|Confidential |  | 
|             |  | 

---

VENCORE SOLUTIONS LLCFinancial Services and Emerging Growth Companies Coming
Together

VenCore Solutions LLC, a Delaware Limited Liability Company4500
SW Kruse Way, Suite 350      Lake Oswego, OR 97035503.699.4997      FAX:  503.675.3136

THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE
OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

---

|                                             |  | 
|-------------------------------------------- |  | 
|Date of Issuance: X_________________________ |  | 
|                                             |  | 
|                                             |  | 

COGNIGEN
NETWORKS, INC., A COLORADO CORPORATION

# COMMON
STOCK PURCHASE WARRANT

COGNIGEN
NETWORKS, INC., A COLORADO CORPORATION (the Company), for value
received, hereby certifies that VENCORE SOLUTIONS LLC, a Delaware Limited
Liability Company, its successors and or its registered assigns (the
Registered Holder), is entitled, subject to the terms set forth
below, to purchase from the Companyup to Seventy-Five Thousand (75,000) shares
of Common Stock of the Company (Common Stock), at a purchase price
of Zero Dollars and 12/100 ($ 0.12) per share, subject to adjustment as
hereinafter provided, at any time after the date hereof and on or before seven
(7) years from the date of issuance hereof. The number of shares purchasable
upon exercise of this Warrant, and the purchase price per share, each as
adjusted from time to time pursuant to the provisions of this Warrant, are
hereinafter referred to as the Warrant Stock and the
PurchasePrice, respectively. The Company represents and warrants to
the Registered Holder that the initial purchase price referenced on the first
page of this Warrant is not greater than the price per share at which the Common
Stock was last issued in an arms-length transaction in which at least Five
Hundred Thousand Dollars ($500,000) of the shares were sold, or the fair market
value of the shares as of the date of this Warrant.

1.     
Exercise.

a)   
This Warrant may be exercised by the Registered Holder, in whole or in part, by
surrendering this Warrant, with the purchase form appended hereto as Exhibit A
duly executed by such Registered Holder or by such Registered Holders duly
authorized attorney, at the principal office of the Company, or at such other
office or agency as the Company may designate, accompanied by payment of the
Purchase Price payable in respect of the number of shares of Warrant Stock
purchased upon such exercise.

b)   
Each exercise of this Warrant shall be deemed to have been effected immediately
prior to the close of business on the day on which this Warrant shall have been
surrendered to the Company as provided in Section 1(a) above. At such time, the
person or persons in whose name or names any certificates for Warrant Stock
shall be issuable upon such exercise as provided in Section 1(d) below shall be
deemed to have become the holder or holders of record of the Warrant Stock
represented by such certificates.

|                              |  | 
|----------------------------- |  | 
|Common Stock Purchase Warrant |  | 
|                              |  | 
|Confidential                  |  | 
|                              |  | 

---

c)
Net Issue Exercise.

(i)
In lieu of exercising this Warrant in the manner provided above in Section 1(a),
the Registered Holder may elect to receive shares equal to the value of this
Warrant (or the portion thereof being canceled) by surrender of this Warrant at
the principal office of the Company together with notice of such election in
which event the Company shall issue to holder a number of shares of Common Stock
computed using the following formula:

X =  Y (A-B)
      _______          A

|Where |  | X
         =    The number of shares of Common Stock to be issued to the Registered Holder.
|----- |  | -------------------------------------------------------------------------------------------

|Y |  | =
The number of shares of Common Stock purchasable under this Warrant (at the date of such
calculation).
|- |  | --------------------------------------------------------------------------------------------------------

|A |  | =
The fair market value of one share of Common Stock (at the date of such calculation).
|- |  | ---------------------------------------------------------------------------------------

|B |  | =
The Purchase Price (as adjusted to the date of such calculation).
|- |  | -------------------------------------------------------------------

(ii)   
For purposes of this Section 1(c), the fair market value of Common Stock shall
be the price per share as determined in good faith by the Board of Directors.

d)
As soon as practicable after the exercise of this Warrant in full or in part,
and in any event within ten (10) days thereafter, the Company at its expense
will cause to be issued in the name of, and delivered to, the Registered Holder,
or as such Holder (upon payment by such Holder of any applicable transfer taxes)
may direct:

(i)   
a certificate or certificates for the number of shares of Warrant Stock to which
such Registered Holder shall be entitled; and

(ii)   
in case such exercise is in part only, anewwarrant or warrants (dated the date
hereof) of like tenor, calling in the aggregate on the face or faces thereof for
the number of shares of Warrant Stock equal (without giving effect to any
adjustment therein) to the number of such shares called for on the face of this
Warrant minus the number of such shares purchased by the Registered Holder upon
such exercise as provided in Section 1(a) above.

2.     
Adjustments.

a)
If outstanding shares of the Companys Common Stock shall be subdivided
into a greater number of shares or a dividend in Common Stock shall be paid in
respect of Common Stock, the Purchase Price in effect immediately prior to such
subdivision or at the record date of such dividend shall simultaneously with the
effectiveness of such subdivision or immediately after the record date of such
dividend be proportionately reduced. If outstanding shares of Common Stock shall
be combined into a smaller number of shares, the Purchase Price in effect
immediately prior to such combination shall, simultaneously with the
effectiveness of such combination, be proportionately increased. When any
adjustmentisrequiredtobemade in the Purchase Price, the number ofshares of
Warrant Stock purchasable upon the exercise of this Warrant shall be changed to
the number determined by dividing (i) an amount equal to the number of shares
issuable upon the exercise of this Warrant immediately prior to such adjustment,
multiplied by the Purchase Price in effect immediately prior to such adjustment
by (ii) the Purchase Price in effect immediately after such adjustment.

b)
In case of any reclassification or change of the outstanding securities of the
Company or of any reorganization of the Company (or any other corporation the
stock or securities of which are at the time receivable upon the exercise of
this Warrant) or any similar corporate reorganization on or after the date
hereof, thenand in each such case the holder of this Warrant, upon the exercise
hereof at any time after the consummation of such reclassification, change,
reorganization, merger or conveyance, shall be entitled to receive, in lieu of
the stock or other securities and property receivable upon the exercise hereof
prior to such consummation, the stock or other securities or property to which
such holder would have been entitled upon such consummation if such holder had
exercised this Warrant immediately prior thereto, all subject to further
adjustment as provided in paragraph (a), and in each such case, the terms of
this Section 2 shall be applicable to the shares of stock or other securities
properly receivable upon the exercise of this Warrant after such consummation.

|                              |  | 
|----------------------------- |  | 
|Common Stock Purchase Warrant |  | 
|                              |  | 
|Confidential                  |  | 
|                              |  | 

---

c)
When any adjustment is required to be made in the Purchase Price, the Company
shall promptly mail to the Registered Holder a certificate setting forth the
Purchase Price after such adjustment and setting forth a brief statement of the
facts requiring such adjustment. Such certificate shall also set forth the kind
and amount of stock or other securities or property into which this Warrant
shall be exercisable following the occurrence of any of the events specified in
Section 2(a) or (b) above.

3.     
Transfers.

a)
Subject to the provisionsof Section 3(b) hereto, this Warrant and all rights
hereunder are transferable, in whole or in part, upon surrender of the Warrant
with a properly executed assignment (in the form ofExhibitBhereto) at the
principal office of the Company.

b)
Each holder of this Warrant acknowledges that this Warrant and the Warrant Stock
have not been registered under the Securities Act, and agrees not to sell,
pledge, distribute, offer for sale, transfer or otherwise dispose of this
Warrant or any Warrant Stock issued upon its exercise in the absence of (i) an
effective registration statement under the Act as to this Warrant or such
Warrant Stock and registration or qualification of this Warrant or such Warrant
Stock under any applicable Blue Sky or state securities law then in effect; or
(ii) an opinion of counsel, satisfactory to the Company, that such registration
and qualification are not required. Each certificate or other instrument for
Warrant Stock issued upon the exercise of this Warrant shall bear a legend
substantially to the foregoing effect.

c)
Until any transfer of this Warrant is made in the warrant register, the Company
may treat the Registered Holder of this Warrant as the absolute owner hereof for
all purposes; provided, however, that if and when this warrant is
properly assigned in blank, the Company may (but shall not be required to) treat
the bearer hereof as the absolute owner hereof for all purposes, notwithstanding
any notice to the contrary. Except as otherwise expressly provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto.

d)
The Company will maintain a register containing the names and addresses of the
Registered Holders of this Warrant. Any Registered Holder may change such
Registered Holders address as shown on the warrant register by written
notice to the Company requesting such change.

4.
No Impairment. The Company will not, by amendment of its charter
or through reorganization, consolidation, merger, dissolution, sale of assets or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will at all times in good faith assist
in the carrying out of all such terms and in the taking of all such action as
may be necessary or appropriate in order to protect the rights of the holder of
this Warrant against impairment.

5.
Liquidating Dividends. If the Company pays a dividend or makes a
distribution on the Common Stock payable otherwise than in cash out of earnings
or earned surplus (determined in accordance with generally accepted accounting
principles) except for a stock dividend payable in shares of Common Stock (a
Liquidating Dividend), then the Company will payor distribute
tothe Registered Holder of this Warrant, upon the exercise hereof, in addition
to the Warrant Stock purchased upon such exercise, the Liquidating Dividend
which would have been paid to such Registered Holder if he had been the owner of
record of such shares of Warrant Stock immediately prior to the date on which a
record was taken for such Liquidating Dividend or, if no record was taken, the
date as of which the record holders of Common Stock entitled to such dividends
or distribution were determined.

|                              |  | 
|----------------------------- |  | 
|Common Stock Purchase Warrant |  | 
|                              |  | 
|Confidential                  |  | 
|                              |  | 

---

6.
Piggyback Registration Rights.

a)
If the Company proposes to register (including for this purpose a registration
effected by the Company for stockholders other than the Registered Holder) any
of its stock under the Securities Act in connection with the public offering of
such securities solely for cash, the Company shall, at such time, promptly give
the Registered Holder written notice of such registration. Upon the written
request of the Registered Holder given within twenty (20) days after mailing of
such notice by the Company, the Company shall cause to be registered under the
Securities Act all of the shares of Warrant Stock issued upon exercise of this
Warrant (the Registrable Securities) that the Registered Holder has
requested to be registered. Notwithstanding the foregoing, if the total amount
of securities, including Registrable Securities, requested by stockholders to be
included in such offering exceeds the amount of securities sold other than by
the Company that the underwriters determine in their sole discretion is
compatible with the success of the offering, then the Company shall be required
to include in the offering only that number of such securities, including
Registrable Securities, which the underwriters determine in their sole
discretion will not jeopardize the success of the offering (the securities so
included to be apportioned pro rata among the selling stockholders according to
the total amount of securities entitled to be included therein owned by each
selling stockholder or in such other proportions as shall mutually be agreed to
by such selling stockholders).

b)
The Company shall bear and pay all expenses incurred in connection with any
registration, filing or qualification of Registrable Securities with respect to
the registrations hereunder, including (without limitation) all registration,
filing, and qualification fees, printers and accounting fees relating or
apportionable thereto and the reasonable fees and disbursements of one counsel
for the selling stockholders selected by them with the approval of the Company,
which approval shall not be unreasonably withheld, but excluding underwriting
discounts and commissions relating to Registrable Securities.

c)
The Company will indemnify each Holder of Registrable Securities and each of its
officers, directors and partners, and each person controlling such Holder, with
respect to which such registration, qualification or compliance has been
effected pursuant to this Warrant, and each underwriter, if any, and each person
who controls any underwriter of the Registrable Securities held by or issuable
to such Holder, against all claims, losses, expenses, damages and liabilities
(or actions in respect thereto)arising out of or based on any untrue statement
(oralleged untrue statement) of a material fact contained in any prospectus,
offering circular or other document (including any related registration
statement, notification or the like) incident to any such registration,
qualification or compliance,orbased on any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessaryto make
the statement therein not misleading, or any violation or alleged violation by
the Company of the Securities Act, the Securities Exchange Act of 1934 as
amended (Exchange Act), or any state securities law applicable to the Company or
any rule or regulation promulgated under the Securities Act, the Exchange Act or
any such state law and relating to action or inaction required of the Company in
connection with any such registration, qualification of compliance, and will
reimburse each such Holder, each of its officers, directors and partners, and
each person controlling such Holder, each such underwriter and each person who
controls any such underwriter, within a reasonable amount of time after incurred
for any reasonable legal and any other expenses incurred in connection with
investigating, defending or settling any such claim, loss, damage, liability or
action; provided, however, that the indemnity agreement contained in this
subsection shall not apply to amounts paid in settlement of any such claim,
loss, damage, liability, or action if such settlement is effected without the
consent of the Company (which consent shall not be unreasonably withheld); and
provided further, that the Company will not be liable in any such case to the
extent that any such claim, loss, damage or liability arises out of or is based
on any untrue statement or omission based upon written information furnished to
the Company by an instrument duly executed by such Holder or underwriter
specifically for use therein. The Company shall not, except with the consent of
Holder, consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to Holder a release from all liability with respect to such claim or
litigation.

|                              |  | 
|----------------------------- |  | 
|Common Stock Purchase Warrant |  | 
|                              |  | 
|Confidential                  |  | 
|                              |  | 

---

d)
At all times after the effective date of the first registration statement filed
by the Company for the offering of its securities to the general public, the
Company agrees to use its best efforts to take such actions as are necessary and
appropriate to make available to the Registered Holder the benefits of Rule 144
promulgated under the Securities Act and any other rule or regulation of the
Securities and Exchange Commission (the SEC) that may at any time
permit the Registered Holder to sell securities of the Company to the public
without registration, including filing with the SEC in a timely manner all
reports and other documents required under the Securities Act and the Securities
Exchange Act of 1934.

7.     
Notices of Certain Transactions / Delivery of Certain Documents.

a)
So long as Registered Holder holds this Warrant and / or any of the Common
Stock, the Company shall deliver to Registered Holder:

(i)   
promptly after mailing, copies of all notices or other written
communicationstothe shareholders of the Company; and

(ii)   
within ten (10) days after of filing with the SEC, the
annual audited financial statements of the Company certified by independent
public accountants of recognized standing; and

(iii)   
within ten (10) days after of filing with the SEC, the
Companys quarterly, unaudited financial statements.

b)
In case:

(i)   
the Company shall takea record of the holders of its Common Stock (or other
stock or securities at the time deliverable upon the exercise of this Warrant)
for the purpose of entitling or enabling them to receive any dividend or other
distribution, or to receive any right to subscribe for or purchase any shares of
stock of any class or any other securities; or

(ii)   
of any capital reorganization of the Company, any reclassification of the
capital stock of the Company, any consolidation or merger of the Company, any
consolidation or merger of the Company with or into another corporation (other
than a consolidation or merger in which the Company is the surviving entity), or
any transfer of all or substantially all of the assets of the Company; or

(iii)   
of the voluntary or involuntary dissolution, liquidation or winding-up of the
Company, then, andin each such case, the Company will mail or cause to be mailed
to the Registered Holder of this Warrant a notice specifying, as the case may
be, (a) the date on which a record is to be taken for the purpose of such
dividend, distribution or right, and stating the amount and character of such
dividend, distribution or right; or (b) the effective date on which such
reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation, windingup, redemption or conversion is to take place, and the time,
if any is to be fixed, asof which holders shall be holders of record of Common
Stock (or such other stock or securities at the time deliverable upon such
reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up). Suchnoticeshallbe mailed at least ten (10) days
prior to the record date or effective date for the event specified in such
notice.

8.
Reservation ofStock. The Company will at all times reserve and
keep available, solely for the issuance and delivery upon the exercise of this
Warrant, such shares of Warrant Stock and other stock, securities and property,
as from time to time shall be issuable upon the exercise of this Warrant.

9.
Exchange of Warrants.Upon the surrender by the Registered Holder
of any Warrant or Warrants, properly endorsed, to the Company at the principal
office of the Company, the Company will, subject to the provisions of Section 3
hereof, issue and deliver to or upon the order of such Holder, at the
Companys expense, a new Warrant or Warrants of like tenor, in the name of
such Registered Holder or as such Registered Holder (upon payment by such
Registered Holder of any applicable transfer taxes) may direct, calling in the
aggregate on the face or faces thereof for the number of shares of Common Stock
called for on the face or faces of the Warrant or Warrants so surrendered.

|                              |  | 
|----------------------------- |  | 
|Common Stock Purchase Warrant |  | 
|                              |  | 
|Confidential                  |  | 
|                              |  | 

---

10.     
Replacement of Warrants. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company, or (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will issue, in lieu thereof, a new
Warrant of like tenor.

11.     
Mailing of Notices. Any notice required or permitted pursuant to this
Warrant shall be in writing and shall be deemed sufficient when delivered
personally or sent by telegram or fax or forty-eight (48) hours after being
deposited in the U.S. mail, as certified or registered mail, with postage
prepaid, addressed (a) if to the Registered Holder, to the address of the
Registered Holder most recently furnished in writing to the Company; and (b) if
to the Company, to the address set forth below or subsequently modified by
written notice to the Registered Holder.

12.     
No Rights as Stockholder. Until the exercise of this Warrant, the
Registered Holder of this Warrant shall not have or exercise any rights by
virtue hereof as a stockholder of the Company.

13.     
No Fractional Shares.No fractional shares of Common Stock will be
issued in connection with any exercise hereunder. In lieu of any fractional
shares, which would otherwise be issuable, the Company shall pay cash equal to
the product of such fraction multiplied by the fair market value of one share of
Common Stock on the date of exercise, as determined in good faith by the
Companys Board of Directors.

14.     
Amendment or Waiver.Any term of this Warrant may be amended or
waived only by an instrument in writing signed by the party against which
enforcement of the amendment or waiver is sought.

15.     
Headings. The headings in this Warrant are for purposes of reference
only and shall not limit or otherwise affect the meaning of any provision of
this Warrant.

16.     
Governing Law. This Warrant shall be governed, construed and
interpreted in accordance withthe laws of the State of Oregon, without giving
effect to principles of conflicts of law. In case any provision of this
Warrantshall be invalid, illegal, or unenforceable, the validity, legality and
enforceability of the remaining provisions of this Warrant shall not in any way
be affected or impaired thereby.

17.     
Entire Agreement. Except as otherwise set forth herein, this Warrant
and the other documents delivered pursuant hereto constitute the full and entire
understanding and agreement between the parties with regard to the subject
matter hereof.

| | COGNIGEN
NETWORKS, INC.,  A COLORADO                                  CORPORATION                               By: X________________________________________
                                        Gary Cook, Acting President & CEO                      Address    6405 218th Street SW, Suite  306
                                        Mountlake Terrace, WA 98043Date of Issuance &Date of Signature: X
______________________________
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                              |  | 
|----------------------------- |  | 
|Common Stock Purchase Warrant |  | 
|                              |  | 
|Confidential                  |  | 
|                              |  | 

---

# EXHIBIT
A

# PURCHASE
FORM

To:  COGNIGEN
NETWORKS, INC., A COLORADO CORPORATION                    
                           
                   Date___________________

1.     The
undersigned hereby elects to purchase ____________________________________________ shares of the Common Stock covered by the
attached Warrant pursuant to the terms thereof; and (please indicate either (a)
or (b) below):

| | _____
(a)          tenders herewith payment in cash, check or wire transfer of the purchase price of
such  shares in full; or
| | -----------------------------------------------------------------------------------------------------------------------------

| | _____
(b)          elects to effect such purchase through the Net Issue Exercise provision set forth in
Section 1(c) of the attached Warrant.
| | ---------------------------------------------------------------------------------------------------------------------------------------------

2.     
Please issue a certificate or certificates representing saidshares in the name of the
undersigned or  insuch other name or names as are specified below.

| | Name:_______________________________________
Address:________________________________________________________________________________
| | -------------------------------------------------------------------------------------------------------------------------------------

| | Signature:____________________________________________________
Address:_____________________________________________________
| | ----------------------------------------------------------------------------------------------------------------------------

|                              |  | 
|----------------------------- |  | 
|Common Stock Purchase Warrant |  | 
|                              |  | 
|Confidential                  |  | 
|                              |  | 

---

# EXHIBIT
B

# ASSIGNMENT
FORM

FOR
VALUE RECEIVED, __________________________________________________________________________________ hereby sells, assigns and transfers all of the rights of the
undersigned under the attached Warrant with respect to the number of shares of
Common Stock covered thereby set forth below, unto:

| | Name of AssigneeAddressNo. of Shares
| | ------------------------------------

|                                         | 
|---------------------------------------- | 
|Dated: _________________________________ | 
|                                         | 
|                                         | 
|                                         | 
|                                         | 
|                                         | 

|                              |  | 
|----------------------------- |  | 
|Common Stock Purchase Warrant |  | 
|                              |  | 
|Confidential                  |  | 
|                              |  | 

---