Asset Purchase Agreement

by and between

Cognigen Networks, Inc. (Seller)

and

Acceris Management and Acquisition LLC (Buyer)

Entered into on October 13, 2006 (with an effective date of October 16, 2006 at 12:01 a.m. Pacific Time)
for the sale and purchase of certain Customer Accounts and related Assets of Cognigen Networks, Inc.

Asset Purchase Agreement

     This Asset Purchase Agreement (this Agreement) is executed as of this October 13, 2006, and is effective as of October 16, 2006 at 12:01 a.m. (Effective Date), between Cognigen Networks, Inc., a Colorado corporation (Seller), and Acceris Management and Acquisition LLC, a Minnesota limited liability company (the Buyer).

W I T N E S S E T H:

     WHEREAS, Cognigen Networks, Inc. (Seller) is engaged in the business of providing competitive intra and interlata, international long distance telephone service, prepaid long distance services and other telecommunications related services to residential and business customers (the Business); and

     WHEREAS, the Seller desires to sell, and the Buyer desires to purchase certain designated residential and business customer accounts and related assets and rights as described in this Agreement.

     NOW, THEREFORE, the parties hereto hereby agree to the above recitations and as follows:

Section 1

Purchase and Sale of Assets

     1.1    Purchase and Sale. Subject to all the terms and conditions of this Agreement, and for the consideration herein stated, on each applicable Closing Date, the Seller agrees to sell, convey, assign and transfer to the Buyer, and the Buyer agrees to purchase and accept from the Seller, the customer accounts for which regulatory approvals have been obtained, and all of the other related assets and rights described below (the Sale Assets), with such covenants, representations and warranties, agreements and indemnifies as are set forth in this Agreement, free and clear of all liens, claims and encumbrances of any kind whatsoever, including specifically any tax liens of any kind. The Sale Assets shall include all of the Sellers right, title and interest in and to:

     (a) all of the existing residential and business customers of any type or kind that constitute the Business originating in the top 34 states by revenue as set forth in the attached Schedule 1.1(a) and all contractual or other rights of the Seller with respect to such customer accounts (including any and all carrier access revenue relating to such customers) (Sold Customers);

2

     (b) all the names, addresses and other pertinent information for all of the Sellers customer lists, if any, (together with the right to solicit, service and bill said customers), customer agreements, customer billing and collection data and customer billing history since inception of each customer account with the Sellers or any predecessor entities in electronic format, manuals, forms, computer programs, business plans, tradenames or brandnames (including the brandnames Cogni, Congnidial, Cognicall, Congniworld, Intandem, Congnistate and Cogniphone or like data or intellectual property rights relating to the Sold Customers;

     (c) all cash and cash equivalents, proceeds of every nature, attributable to the Sold Customers accrued, due or collected after the applicable Closing Date for all Sold Customers for which regulatory approval has been obtained at the time of such applicable Closing Date. The proceeds relating thereto shall be handled as provided on the Management Services Agreement between the Seller and Buyer. All of the assets described in this 1.1 (a) through (c) are collectively the Sale Assets.

     The Buyer hereby grants the Seller, for a period of one year after the Closing Date, the right to access and copy, at reasonable times after reasonable notice, any business records transferred to Buyer which the Seller determine is necessary to prepare financial statements, prepare tax returns or otherwise support representations to Legal Authority, or to defend against, or participate in, any actual or pending lawsuit or administrative actions against Seller.

     1.2    Excluded Assets. All assets of the Seller not listed in Sections 1.1 (specifically excluded are the Customer accounts from the bottom 34 states of Seller by revenue) or otherwise described in this Agreement will not be transferred to Buyer by the Seller pursuant to this Agreement (the Excluded Assets).

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