EXHIBIT 10.1


                               SECURITIES PURCHASE AGREEMENT


     THIS SECURITIES  PURCHASE  AGREEMENT is made and entered into this 10th day
of February,  2003, by and between Cognigen Networks,  Inc. ("Seller") and David
Stone and Harry Gorlovezsky (collectively, "Purchaser").


                                          RECITALS

     A. Seller is the holder of 4,530,422 8% Series A Preferred Shares (the "AIC
Preference  Shares"),  2,581,878  Investment  Class Shares (the "AIC  Investment
Shares"),  and Warrants to purchase  650,000  Investment  Class Shares (the "AIC
Warrants")  of  American  Internet  Communications,  L.L.C.,  a Florida  limited
liability Company (the "Corporation").

     B. Seller desires to sell and Purchaser desires to purchase all of Seller's
AIC Preference  Shares,  Investment Class Shares and AIC Warrants  (collectively
"AIC Securities").

     NOW THEREFORE, in consideration of the premises and of the mutual covenants
and  agreements  contained  herein,  the  parties  hereto do  hereby  represent,
warrant, covenant and agree as follows:

                                   Article 1.
                              TERMS OF TRANSACTION

     1.1. Purchase and Sale.  Purchaser hereby agrees,  subject to the terms and
conditions of this Agreement, to purchase from Seller, and Seller hereby agrees,
subject to the terms and conditions of this Agreement,  to sell to Purchaser the
AIC Securities.

     1.2. Purchase Price. The total consideration  ("Purchase Price") to be paid
by Purchaser  to Seller for the AIC  Securities  is $22,500,  $5,000 of which is
hereby   acknowledged  as  having  been  received  by  Seller  and  which  Buyer
acknowledges is nonrefundable.

     1.3. Securities  Certificate.  Upon receipt of the balance of $17,500 on or
before the Closing, Seller shall assign the AIC Securities to Buyer.

                                    Article 2.
                                     CLOSING

     The AIC  Securities  transaction  contemplated  herein shall be consummated
(the "Closing") by Purchaser bank wire  transferring  $17,500 to Seller by March
5, 2007. All bank wire transfers shall be sent to the Bank of America, San Louis
Obispo, California, ABA routing number ************ for credit to account number
********** or whichever  account the Seller  hereafter may designate in writing,
in the name of Cognigen Networks, Inc. Upon receipt of the wire transfer by such
date,  Seller shall assign and send the AIC Securities to Purchaser by overnight
delivery  service to 2999 N.E.  191st  Street,  Suite 406,  North  Miami  Beach,
Florida  33180.  If the $17,500 is not  received by Seller by 5:00 p.m. on March
__, 2003,  this Securities  Purchase  Agreement shall terminate and Seller shall
retain the $5,000 set forth above.

                                   Article 3.
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

     As an inducement  to Seller to enter into this  Agreement and to consummate
the  transactions  contemplated  hereby,  Purchaser  represents  and warrants to
Seller and to the Corporation as follows:

     3.1. Authority. Purchaser has full power and authority to make, execute and
perform this Agreement and the transactions  contemplated hereby. This Agreement
is a valid and binding  obligation of Purchaser  enforceable in accordance  with
its terms.

     3.2.  No Default  Resulting  From  Agreement.  Neither  the  execution  and
delivery of this  Agreement nor the  performance  of its terms by Purchaser will
result in any material  breach of the terms and  conditions  of, or constitute a
default  under,  any material  agreement,  lease,  mortgage,  note,  instrument,
undertaking,  judgment,  decree,  governmental  order  or other  restriction  or
obligation to which Purchaser is a party which prohibits  Purchaser's ability to
perform its obligations pursuant to this Agreement.

     3.3.  Required  Consents and  Approvals.  No  application,  notice,  order,
registration,  qualification,  waiver,  consent,  approval,  or other  action is
required to be filed,  given,  obtained,  or taken by Purchaser by virtue of the
execution,  delivery,  and performance of this Agreement or the  consummation of
the transactions contemplated hereby.

     3.4.  Brokerage.  No third party shall be entitled to receive any brokerage
commissions,  finder's  fees,  fees for financial  advisory  services or similar
compensation in connection with the  transactions  contemplated by the Agreement
based on any arrangement or agreement made by or on behalf of Purchaser.

     3.5.  Investment  Intent.  Purchaser is purchasing  the AIC  Securities for
Purchaser's own account with the present intention of holding the AIC Securities
for  investment  purposes and not with a view to or for sale in connection  with
any distribution of the AIC Securities in violation of any applicable securities
law. Buyer will refrain from  transferring or otherwise  disposing of any of the
AIC Securities, or any interest therein, in such manner as to cause Seller to be
in violation of the registration  requirements of the Securities Act of 1933, as
amended ("Act"), or applicable state securities or blue sky laws.

     3.6. Financial  Position.  Purchaser is in a financial position to hold the
AIC Securities for an indefinite period of time and is able to bear the economic
risk  and  withstand  a  complete  loss  of  Purchaser's  investment  in the AIC
Securities.

     3.7. Investment Experience.  Purchaser believes Purchaser,  either alone or
with the assistance of Purchaser's  professional advisor, has such knowledge and
experience  in  financial  and  business  matters  that  Purchaser is capable of
evaluating  the  merits  and  risks  of the  prospective  investment  in the AIC
Securities.  Purchaser has obtained,  to the extent  Purchaser deems  necessary,
Purchaser's own personal professional advice with respect to assessing the risks
inherent in an  investment  in the AIC  Securities,  and the  suitability  of an
investment in the AIC Securities in light of Purchaser's financial condition and
investment needs.

     3.8. Access to Information.  Because of Purchaser's  relationship  with the
Corporation,   Purchaser  has  full  and  complete  information   regarding  the
Corporation.

     3.9. AIC Securities not Transferable.  Purchaser  realizes that (i) the AIC
Securities  have not  been  registered  under  the Act or any  applicable  state
securities  laws and,  therefore,  cannot be sold unless  they are  subsequently
registered  under such securities laws or exemptions from such  registration are
available, (ii) there is presently no public market for the AIC Securities,  and
Purchaser may not be able to liquidate Purchaser's investment in the event of an
emergency or pledge the AIC  Securities  as collateral  security for loans,  and
(iii) the transferability of the AIC Securities is restricted by a legend placed
on the certificates evidencing the AIC Securities.

                                   Article 4.
                    REPRESENTATIONS AND WARRANTIES OF SELLER

     As an  inducement  to  Purchaser  to  enter  into  this  Agreement  and  to
consummate the transactions  contemplated hereby, Seller represents and warrants
to Purchaser as follows:

     4.1.  Authority.  Seller has full power and authority to make,  execute and
perform  this  Agreement  and  the  transactions  contemplated  hereby  and  the
execution,  delivery and  performance  of this Agreement and that this Agreement
has been duly and validly  executed  and  delivered by Seller and is a valid and
binding obligation of Seller enforceable in accordance with its terms.

     4.2. Title. When issued, sold,  transferred and delivered to Purchaser upon
payment of the Purchase Price  therefor,  the AIC Securities  will be fully paid
and non-assessable,  free and clear of all mortgages,  pledges,  liens, security
interests,  conditional sale agreements,  charges, encumbrances and restrictions
of every nature.

     4.3.  Access  to  Information.  Seller  has been  given  access to full and
complete  information  regarding the Corporation and has utilized such access to
Seller's  satisfaction.  Seller has  either  attended  or been given  reasonable
opportunity to attend a meeting with  representatives of the Corporation for the
purpose of asking questions of, and receiving answers from, such representatives
concerning the terms and conditions of the offering of the AIC Securities and to
obtain any additional information, to the extent reasonably available, necessary
to verify the accuracy of information regarding the Corporation.

                                   Article 5.
                CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER

     All of the  obligations  of Seller under this  Agreement are subject to the
fulfillment prior to or at the Closing of each of the following conditions,  any
one or more of which may be waived in writing by Seller:

     5.1. Accuracy of Representations  and Warranties.  The  representations and
warranties of Purchaser  contained  herein or in any certificate,  schedule,  or
other document  delivered by Purchaser  pursuant to the provisions hereof, or in
connection  herewith,  shall be true and correct in all material  respects as of
the Closing with the same effect as though such  representations  and warranties
had been made at the  Closing,  except to the extent  such  representations  and
warranties  expressly  relate  only to an earlier  date,  and except for changes
contemplated by this Agreement or approved in writing by Seller.

     5.2.  Compliance  With  Conditions.  Purchaser  shall  have  performed  and
complied with all  agreements  and  conditions  required by this Agreement to be
performed or complied with by it prior to or at the Closing.

     5.3. Purchase Price.  Purchaser shall have delivered to Seller the Purchase
Price.

                                   Article 6.
              CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PURCHASER

     All of the obligations of Purchaser under this Agreement are subject to the
fulfillment prior to or at the Closing of each of the following conditions,  any
one or more of which may he waived in writing by Purchaser:

     6.1. Accuracy of Representations  and Warranties.  The  representations and
warranties of Seller  contained herein shall be true and correct in all material
respects as of the Closing  with the same effect as though such  representations
and  warranties  had  been  made  at the  Closing,  except  to the  extent  such
representations  and  warranties  expressly  relate only to an earlier date, and
except for  changes  contemplated  by this  Agreement  or approved in writing by
Seller.

     6.2.  Compliance With Conditions.  Seller shall have performed and complied
with all agreements and conditions required by this Agreement to be performed or
complied with by it prior to or at the Closing.

                                   Article 7.
                                  MISCELLANEOUS

     7.1.  Notices.  Except as  provided  in Article 2, all  notices,  requests,
demands and other  communications  required or permitted  hereunder  shall be in
writing  and shall be deemed to have been duly  given if  delivered  or  mailed,
first class, certified mail, postage prepaid, return receipt requested:

            a.    To Purchaser at:

                   David Stone
                   2999 N.E. 191st Street, Suite 406
                   Miami, FL  33180

                   Harry Gorlovezsky
                   2999 N.E. 191st Street, Suite 406
                   Miami, FL  33180

            b.     To Seller at:

                   Cognigen Networks, Inc.
                   7001 Seaview Ave., N.W., #210
                   Seattle, WA  98117
                     Attn.:  Darrell H. Hughes

     7.2. Entire Agreement.  This Agreement supersedes all prior discussions and
agreements  between  Purchaser and Seller with respect to the matters  contained
herein and this Agreement  constitutes the sole and entire agreement between the
parties hereto with respect to the subject matter hereof

     7.3.  Amendments  and  Waivers.  This  Agreement  may be amended only by an
instrument  in writing  executed by the party  against whom  enforcement  of the
amendment is sought.  Seller and Purchaser  may, by a signed  writing,  give any
consent,  take any action,  waive any inaccuracies in  representations  or other
compliance  by the other party to any of the  covenants  or  conditions  herein,
modify the terms of this Agreement, or take any other action deemed by Seller or
Purchaser  to  be  necessary  or  appropriate  to  consummate  the  transactions
contemplated by this Agreement.

     7.4. Counterparts;  Headings.  This Agreement may be executed in any number
of  counterparts,  each of which shall be deemed an  original,  but all of which
shall  constitute one and the same  instrument.  The headings herein set out are
for  convenience  of  reference  only  and  shall  not be  deemed a part of this
Agreement.

     7.5.  Binding Effect.  This Agreement shall be binding upon and shall inure
to  the   benefit   of  the   parties   hereto  and  their   respective   heirs,
representatives,  successors and assigns,  but no party may assign,  delegate or
otherwise transfer any of such party's rights,  duties or obligations  hereunder
or interest herein without the written consent of the other party hereto.

     7.6. Further Assurances.  After the Closing,  each party, at the request of
the other party,  shall execute,  deliver and  acknowledge  where necessary from
time to time  such  other  and  further  acts and  things  as may be  reasonably
necessary to more fully and effectively consummate the transactions contemplated
by this Agreement.

     7.7.  Governing  Law. The validity  and effect of this  Agreement  shall be
governed by and construed and enforced in accordance  with the laws of the State
of Colorado.

     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be made
effective on the day and year first above written.



                                    PURCHASER:


                                    /s/ David Stone
                                    David Stone


                                    /s/ Harry Gorlovezsky
                                    Harry Gorlovezsky


                                    SELLER:


                                    COGNIGEN NETWORKS, INC.


                                    By:/s/ Darrell H. Hughes
                                       Darrell H. Hughes, President