Amendment #1 Cantara Agreement

Amendment #1
Xxxxxxx Agreement

Amendment #1 to Agreement between Cognigen Networks, Inc. (Cognigen), the Xxxxxxxx Family Trust No. 1 (AFT), and the Xxxxxxx Communications Corporation dated December 9, 2005 (Xxxxxxx Agreement).

Cognigen, the AFT and Xxxxxxx agree that the Xxxxxxx Agreement is amended by deleting paragraph (a) therefrom and substituting therefor the following:   (a). Payment of $25,000 on March 15, 2006, by wire transfer, plus the payment by wire transfer of $25,000 on each 15th day of April, May, June, July, and August for a total of $150,000.

Said payments will be applied to the first annual installment of $450,000 that was to have been paid on March 15, 2006, if the balance due of $300,000 for the first annual installment is paid on or before September 15, 2006  

Until the first installment totaling $450,000 is paid in full, AFT will continue to receive 100% of the monthly Xxxxxxx commissions. Once the $450,000 is paid in full, AFT will receive 70% of the monthly amount due pursuant to the Stock Agreement

Except as amended herein, the terms of the Xxxxxxx Agreement among Cognigen, the AFT and Xxxxxxx shall remain in full force and effect.

This amendment is dated March 14, 2006.

Cognigen Networks, Inc.


By: /s/ Xxxx X. Xxxx                       
       Xxxx X. Xxxx, Acting President


The Xxxxxxxx Family Trust No. 1


By: /s/ Xxxxx Xxxxxx                         
        Xxxxx Xxxxxx, Trustee


Xxxxxxx Communications Corporation


By: /s/ Xxxxx Xxxxxx                         
        Xxxxx Xxxxxx, President