EXHIBIT 10.4

OPTION TO SELL ACCOUNTS AGREEMENT

This Option to Sell Accounts  Agreement (the  "Agreement") is made this 11th day
of October, 2000, by and between Cognigen Networks, Inc., a Colorado corporation
located at 7001 Seaview  Avenue,  N.W.,  Suite 210,  Seattle,  Washington  98117
(hereinafter  "Seller"),  and JVTEL,  a joint  venture  located  at 2608  Second
Avenue, Suite 108, Seattle,  Washington 98121,  (hereinafter "Buyer"), the joint
venturers of which are Combined Telecommunications Consultancy, Ltd., a Delaware
corporation  located  at 2608  Second  Avenue,  Suite 108,  Seattle,  Washington
98121("CTC"),  and Telkiosk,  Inc., a Nevada corporation  located at 2608 Second
Avenue, Suite 108, Seattle, Washington 98121 ("Telkiosk").

RECITALS

Whereas,  Seller owns a database of off-shore telephone service subscribers (the
"Off-Shore Accounts");

Whereas,  Seller owns a database of domestic telephone service  subscribers (the
"Domestic Accounts"); and,

         Whereas,  Seller  desires to have the option to sell to Buyer and Buyer
desires to grant Seller the option to sell to Buyer, on the terms and subject to
the conditions set forth in this Agreement,  substantially  all of the Off-Shore
Accounts  and Domestic  Accounts  (hereinafter  collectively  referred to as the
"Accounts").

                  NOW,  THEREFORE,  in  consideration  of the mutual  covenants,
representations,  warranties,  agreements  and the  conditions set forth in this
Agreement, Buyer and Seller hereby agree as follows:

ARTICLE I

TRANSFER OF ASSETS; ASSUMPTION OF LIABILITIES
---------------------------------------------

1.01 Transfer of Assets. On the terms and subject to the conditions set forth in
this Agreement,  upon the request of the Seller as provided herein,  Buyer shall
purchase and acquire from Seller, all of Seller's right, title and interest,  in
and to the Accounts, including but not limited to the following:

(a)  Seller's interest in all licenses,  contracts or agreements with respect to
     the Accounts to which Seller is a party;

(b)  all unfilled or uncompleted customer contracts,  commitments or purchase or
     sales  orders  received  and  accepted  by  Seller in  connection  with the
     Accounts in the ordinary course of business;

     (c)  all  documents or other  tangible  materials  embodying  technology or
          intellectual  property  rights  owned  by,  licensed  to or  otherwise
          controlled  by Seller and used in connection  with the  Accounts,  all
          software programs (including both source and object codes) and related
          documentation  for software  used in or  developed  for support of the
          Accounts;

               (d)  all of  Seller's  books,  records  and other  documents  and
                    information relating to the Accounts; and,

               (e)  all accounts or notes receivable owing to Seller that relate
                    to the Accounts.

     1.02 Assumption of Liabilities. Upon the acquisition of the Accounts, Buyer
shall assume,  pay, perform in accordance with their terms or otherwise satisfy,
Seller's obligations relating to the Accounts.

1.03 Excluded Liabilities. Other than as set forth above in Section 1.02, Seller
shall  retain,  and Buyer  shall  not  assume,  and  nothing  contained  in this
Agreement  shall be construed  as an  assumption  by Buyer of, any  liabilities,
obligations or undertakings of Seller of any nature whatsoever, whether accrued,
absolute,  fixed  or  contingent,  known  or  unknown  due  or  to  become  due,
unliquidated  or  otherwise.   Seller  shall  be  responsible  for  all  of  the
liabilities,  obligations and  undertakings  of Seller not expressly  assumed by
Buyer  pursuant to Section 1.02 hereof,  and such  liabilities  shall remain the
liabilities of Seller.

ARTICLE II

PURCHASE PRICE
--------------

         2.01  Option.  In the event that Seller has not  activated a minimum of
Five Thousand  (5,000) of the Accounts by March 30, 2001, Buyer hereby grants to
Seller the  option to sell the  Accounts  to Buyer for a  purchase  price of One
Million Three Hundred Thousand Dollars ($1,300,000). Seller shall have the right
to  exercise  its  option to sell the  Accounts  to Buyer by  providing  written
notification of its intention to exercise its option to Buyer by April 16, 2001.
Upon receipt of such written  notification from Seller, Buyer agrees to purchase
the Accounts for and in consideration of the following:

          (a) Buyer Sale of Stock. As part payment for the accounts,  Buyer will
     deliver to Seller,  such  number of shares of Seller's  common  stock as is
     equal to One Million Three Hundred Thousand Dollars  ($1,300,000)  less the
     debt and  interest  forgiven  by Buyer on such  date (as set  forth  below)
     divided by the closing  price of Seller's  common  stock on March 30, 2001;
     and

          (b) Buyer Forgiveness of Debt. As part payment for the Accounts, Buyer
     will  forgive  the payment of all debt and  interest  due on March 30, 2001
     from Seller to Buyer.

     2.02  Representation of Valuation.  Seller and Buyer both acknowledge their
understanding  that a valuation  of the  Accounts  was  performed  by  Venturist
Network,  LLC on September 13, 2000,  and that the opinion of the author of that
report indicates a total value of the Accounts of One Million Nine Hundred Sixty
Thousand Eight Hundred Sixteen Dollars ($1,960,816).

2.03 Closing.  The closing of the  transactions  contemplated  by this Agreement
(the "Closing")  will take place at the offices of Seller,  7001 Seaview Avenue,
N.W., Suite 210, Seattle,  Washington 98121, at 8:00 a.m. on or before April 30,
2001, or at such other place and on such other date as is mutually  agreeable to
Buyer and Seller. At the Closing, each party shall deliver to the party entitled
to receipt  thereof  the  documents  required to be  delivered  pursuant to this
Agreement  and  materials  (or  complete  and  accurate  copies  thereof,  where
appropriate) as may be reasonably required in order to effectuate the intent and
provisions of this Agreement, and all such documents,  instruments and materials
shall be satisfactory in form and substance to counsel for the receiving party.

ARTICLE III

REPRESENTATIONS AND WARRANTIES
OF SELLER
---------
         The Seller hereby represents and warrants to Buyer that:

     3.01  Organization,  Qualification  and  Power and  Authority.  Seller is a
corporation duly formed, validly existing and in good standing under the laws of
the State of Colorado.

     3.02 Authority;  Enforceability.  The Seller has the right, legal capacity,
and authority to enter into and perform its  obligations  under this  Agreement.
This  Agreement  constitutes  the valid and legally  binding  obligation  of the
Seller,  enforceable  in accordance  with its terms and  conditions,  subject to
applicable  bankruptcy,  insolvency,  reorganization,  moratorium and other laws
affecting  the rights of  creditors  generally,  and to the exercise of judicial
discretion in accordance with general  principles of equity,  including (without
limitation)  concepts  of  materiality,  reasonableness,  good  faith  and  fair
dealing,  and other similar doctrines affecting the enforceability of agreements
generally  (regardless  of whether  considered  in a proceeding  in equity or at
law).

     3.03  Noncontravention.  Neither  the  execution  and the  delivery of this
Agreement, nor the consummation of the transactions contemplated herein will (i)
violate any law to which the Seller is subject,  (ii)  violate any  provision of
the corporation  articles of incorporation,  bylaws or other governing documents
(as the case may be) of the Seller,  (iii) conflict with, result in a breach of,
constitute a default under,  result in the  acceleration of, create in any party
the right to  accelerate,  terminate,  modify or cancel,  or require  any notice
under any agreement,  contract, lease, license,  instrument or other arrangement
to which  the  Seller  is a party or by which it is bound or to which any of its
assets is subject,  or (iv) result in the  imposition  of any security  interest
upon the Accounts.

     3.04  Governmental   Authorities;   Consents.  No  consent,   approval,  or
authorization of, or declaration,  filing or registration with any United States
federal or state governmental or regulatory  authority is required to be made or
obtained  by  the  Seller  in  connection  with  the  execution,   delivery  and
performance  of  this  Agreement  and  the   consummation  of  the  transactions
contemplated herein.

     3.05  Confidentiality  of Accounts.  If Buyer  purchases  the Accounts from
Seller,  after such purchase Seller agrees,  warrants and represents that it has
not and will not copy in any  medium,  or retain or provide to any third  party,
copies of the Accounts,  and that it will not store,  in any medium,  records of
the Accounts, without the prior, express and written approval of Buyer.

     3.06 Non-Competition.  Seller agrees,  warrants and represents that it will
not solicit or accept as customers for a period of three (3) years from the date
Buyer purchases the Accounts,  any of the Accounts,  without the prior,  express
and written approval of Buyer.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYER
---------------------------------------

     Buyer hereby represents and warrants to Seller that:

     4.01 Incorporation.  Buyer is a joint venture duly formed, validly existing
and in good standing under the laws of the State of Washington.

     4.02 Authority;  Enforceability.  Buyer has the right, legal capacity,  and
authority to enter into and perform its obligations  under this Agreement.  This
Agreement constitutes the valid and legally binding obligation of Buyer, CTC and
Telkiosk,  enforceable in accordance with its terms and  conditions,  subject to
applicable  bankruptcy,  insolvency,  reorganization,  moratorium and other laws
affecting  the rights of  creditors  generally,  and to the exercise of judicial
discretion in accordance with general  principles of equity,  including (without
limitation)  concepts  of  materiality,  reasonableness,  good  faith  and  fair
dealing,  and other similar doctrines affecting the enforceability of agreements
generally  (regardless  of whether  considered  in a proceeding  in equity or at
law).

     4.03  Noncontravention.  Neither  the  execution  and the  delivery of this
Agreement, nor the consummation of the transactions contemplated herein will (i)
violate any law to which Buyer is subject,  (ii)  violate any  provision  of the
joint venture  agreement of Buyer or articles of  incorporation or bylaws of CTC
or Telkiosk, or (iii) conflict with, result in a breach of, constitute a default
under,  result  in the  acceleration  of,  create  in any  party  the  right  to
accelerate,  terminate,  modify or  cancel,  or  require  any  notice  under any
agreement,  contract,  lease, license,  instrument or other arrangement to which
Buyer,  CTC or  Telkiosk is a party or by which any of them is bound or to which
any of their assets is subject.

     4.04  Governmental   Authorities;   Consents.  No  consent,   approval,  or
authorization of, or declaration,  filing or registration with any United States
federal or state governmental or regulatory  authority is required to be made or
obtained by Buyer,  CTC or Telkiosk in connection  with the execution,  delivery
and  performance  of this  Agreement and the  consummation  of the  transactions
contemplated herein.

     4.05 Ownership of Seller's  Common Stock.  As of the date hereof,  Telkiosk
owns 915,080 shares of Seller's  common stock and CTC owns  1,288,712  shares of
Seller's common stock.  Telkiosk and CTC will own a sufficient  number of shares
of Seller's common stock to satisfy any obligations Buyer may have to deliver to
Seller shares of Seller's common stock as provided herein.

ARTICLE V

MISCELLANEOUS PROVISIONS
------------------------

     5.01  Modification.  This  Agreement  may only be  modified or amended by a
written document executed by Seller and Buyer.

     5.02 Entire Agreement. This Agreement,  including all exhibits and addenda,
contains the entire  agreement  between the parties and  supersedes  any and all
prior agreements, whether written or oral, concerning the subject matter hereof.
Buyer agrees and  understands  that Seller shall not be liable or obligated  for
any oral  representations  or commitments  made prior to the execution hereof or
for claims of negligent or fraudulent  misrepresentation  based on any such oral
representation  or commitments and that no modifications of this Agreement shall
be effective except those in writing and signed by both parties. Seller does not
authorize and will not be bound by any  representation  of any nature other than
those expressed in this Agreement.

     5.03  Attorneys'  Fees.  In the event of any  default on the part of either
party to this Agreement or any other dispute, in addition to all other remedies,
the party in  default  will pay the  prevailing  party all  amounts  due and all
damages,  costs and expenses,  including reasonable attorneys' fees, incurred by
the aggrieved  party in any legal action,  arbitration or other  proceeding as a
result of such  default,  plus  interest at the highest  rate  allowable by law,
accruing from the date of such default or dispute.

     5.04  Injunctive  Relief.  Nothing herein shall prevent Seller from seeking
injunctive  relief  to  prevent  irreparable  harm,  in  addition  to all  other
remedies.  If it is  necessary  for  Seller  to seek  preliminary  or  permanent
injunctive relief, Seller may do so without a bond.

     5.05 No Waiver.  No waiver of any  condition or covenant  contained in this
Agreement  or failure to  exercise a right or remedy by Seller or Buyer shall be
considered  to imply or  constitute  a further  waiver by Seller or Buyer of the
same or any other condition, covenant, right, or remedy.

     5.06  Severability.  Nothing contained in this Agreement shall be construed
as requiring the  commission of any act contrary to law.  Whenever  there is any
conflict  between any  provisions  of this  Agreement  and any present or future
statute,  law,  ordinance  or  regulation  contrary to which the parties have no
legal  right to  contract,  the  latter  shall  prevail,  but in such  event the
provisions of this Agreement  shall thus affected shall be curtailed and limited
only to the extent  necessary to bring it within the requirements of the law. In
the  event  that any  part,  article,  paragraph,  sentence  or  clause  of this
Agreement  shall be held to be indefinite,  invalid or otherwise  unenforceable,
the indefinite,  invalid or unenforceable provision shall be deemed deleted, and
the remaining part of this Agreement shall continue in full force and effect.

     5.07  Governing  Law/Consent  to  Jurisdiction.  This  Agreement  shall  be
interpreted under the laws of the State of Colorado, and any dispute between the
parties shall be governed by and determined in accordance  with the  substantive
laws of the State of  Colorado,  which  laws  shall  prevail in the event of any
conflict of law. Seller and Buyer have negotiated  regarding a forum in which to
resolve any  disputes,  which may arise between them and have agreed to select a
forum in order to promote stability in their relationship. Therefore, if a claim
is asserted in any legal  proceeding  involving Buyer, its officers or directors
and Seller,  its officers,  directors or sales employees both parties agree that
the exclusive venue for disputes  between them shall be in the State of Colorado
and each waive any objection either may have to the personal  jurisdiction of or
venue in the State of Colorado. Buyer irrevocably submits to the jurisdiction of
such courts and waives any objection  Buyer may have to either the  jurisdiction
or venue in such court.

     5.08 Notices.  All notices  required to be given under this Agreement shall
be given in writing,  by certified  mail,  return  receipt  requested,  or by an
overnight  delivery service providing  documentation of receipt,  at the address
set forth in the first paragraph of this Agreement or at such other addresses as
Seller or Buyer may designate from time to time, and shall be effectively  given
when deposited in the United States mails, postage prepaid, or when received via
overnight delivery, as may be applicable.

     5.09  Survival of  Covenants.  The  covenants  contained in this  Agreement
which, by their terms,  require  performance by the parties after the expiration
or termination of this  Agreement,  shall be  enforceable  notwithstanding  said
expiration or other termination of this Agreement for any reason whatsoever.

     5.10 Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the successors and assigns of Seller and shall be binding upon
and inure to the benefit of Buyer and its successors and assigns, subject to the
prohibitions against assignment contained herein.

     5.11  Titles for  Convenience.  Article and  paragraph  titles used in this
Agreement are for convenience only and shall not be deemed to affect the meaning
or construction  of any of the terms,  provisions,  covenants,  or conditions of
this Agreement.

     5.12  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts,  each of which shall be deemed to be an original  and all of which
together shall be deemed to be one and the same instrument.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first written above.

SELLER:                                              BUYER:

COGNIGEN NETWORKS, INC.                              JVTEL

                                                     BY:   TELKIOSK, INC.


By:/s/Darrell H. Hughes, President      By:/s/Peter Tilyou, President
   -------------------------------         --------------------------
   Darrell H. Hughes, President            Peter Tilyou, President




                                        BY:  COMBINED
                                        TELECOMMUNICATIONS CONSULTANCY, LTD.


                                        By:/s/ Peter Tilyou
                                           -------------------------------
                                           Peter Tilyou, Managing Director


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