CONSULTING ENGAGEMENT AGREEMENT

The  Agreement is made and entered into this 9th day of September  2002,  by and
between Cognigen Networks, Inc. ("Client"),  a Colorado corporation,  having its
principal place of business at 7001 Seaview Avenue,  N.W.,  Suite 210,  Seattle,
Washington 99117; and Combined Telecommunications  Consultancy,  Ltd. ("CTC"), a
Delaware corporation, having its primary business address at 2608 Second Avenue,
#108, Seattle, Washington 98121.

Whereas, Client is an Internet enable telecommunications  marketing business and
licensed facilities based carrier, and

Whereas,  CTC is in the business of introducing its clients to potential funding
sources,  and potential  acquisition/merger  targets, and is active in assisting
its  clients  in the  negotiations  of  debt  and/or  equity  funding  as well a
providing consulting services as may be required by its clients, and

Whereas, CTC is intimately  acquainted with the Client's business plan financing
needs since its inception as a public  company,  and the Client is very familiar
with CTC's  reputation and  capabilities  in all of the above mentioned areas if
endeavor, and

Whereas,  CTC is compensated  for its services,  other than strictly  consulting
services,  based  upon the  schedule  of fees set  forth  herein,  and only upon
successful  completion of debt and/or equity financing,  fulfillment of mergers,
fusions  and/or  acquisitions,   combinations,   joint  ventures,   distribution
agreements or strategic alliances as provided herein.  Consulting  services,  as
described  herein,  are  payable  according  to the  schedule  of fees set forth
herein.

NOW THEREFORE, in consideration of the premises,  mutual promises,  obligations,
representations, and warranties, the parties agree as follows:

Term of Consulting Engagement:

This Agreement will become  effective on September 9, 2002, and will continue in
effect for one year,  unless  earlier  terminated  pursuant to the terms of this
Agreement.  The Client may terminate this Agreement at any time, with or without
cause,  effective 15 days after receipt of written  notification by certified or
registered mail. The Client's  obligations  hereunder shall survive  termination
under this Agreement.

Services Provided by CTC:

CTC shall  introduce the Client to prospective  and funding  sources,  and shall
assist client in  assembling  and  presenting  materials  for  dissemination  to
investment and funding sources.  At the request of the Client, CTC shall provide
consulting  services such as drafting,  editing and publishing  business  plans,
executive summaries,  corporate profiles,  proposals and memoranda communicating
Client's plans,  intentions and proposals to interested  third parties.  CTC may
also,  from  time to time,  provide  other  services  such as  introductions  to
companies interested in potential mergers, acquisitions,  fusions, combinations,
joint ventures,  distribution agreements and strategic alliances. At the request
of the Client CTC shall  assist in  drafting,  editing  and  disseminating  news
releases to print and electronic media.

Relationship of the Parties:

It is the express  intention  that CTC be an  independent  contractor and not an
employee,  agent,  joint venture,  or partner of the Client.  CTC shall have the
right  to  commit  the  Client  to  any  binding  agreement,  and  terms  of any
investment,  funding,  or merger,  fusion,  acquisition or combination  shall be

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC