EXHIBIT 10.2


                OPTION TO PURCHASE PROMISSORY NOTE AND AGREEMENT

THIS  OPTION IS  NONTRANSFERABLE  OTHER THAN BY WILL OR THE LAWS OF DESCENT  AND
DISTRIBUTION  AND THE PROMISSORY  NOTE AND AGREEMENT  UNDERLYING THIS OPTION MAY
NOT BE OFFERED FOR SALE,  SOLD OR OTHERWISE  TRANSFERRED  EXCEPT  PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR PURSUANT TO
AN EXEMPTION FROM  REGISTRATION  UNDER SUCH ACT, THE AVAILABILITY OF WHICH IS TO
BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

                             COGNIGEN NETWORKS, INC.
                OPTION TO PURCHASE PROMISSORY NOTE AND AGREEMENT


     COGNIGEN  NETWORKS,  INC.,  a  Colorado  corporation  that  is  hereinafter
sometimes called "Company," for good and valuable consideration, the receipt and
sufficiency  of which  hereby are  acknowledged,  irrevocably  grants unto DAVID
STONE AND HARRY GORLOVEZSKY,  hereinafter  collectively  called "Option Holder,"
the right to purchase the  Promissory  Note and Agreement  dated October 5, 2001
("Note")  from  American  Internet  Communications,  L.L.C.  ("AIC") to Stanford
Financial Group.

     1.  Exercise  Price.  The purchase  price  ("Exercise  Price") for the Note
purchased pursuant to this Option is $77,500 which shall be paid in full in cash
by wire transfer to the Company at the time of exercise.

     2. Exercise  Period and  Restrictions.  Unless sooner  terminated as herein
provided,  this Option shall continue until 5:00 p.m.,  Pacific Time on June 10,
2003.

     3. Manner of  Exercise.  This Option may be  exercised in whole only at any
time and from time to time upon  surrender  by the Option  Holder of this Option
and by the delivery of written  notice to any officer or director of the Company
other than the Option  Holder  together  with  payment in full,  in cash by wire
transfer  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. The notice (i) shall state the election to exercise this Option, (ii) shall
contain such  representations  and  agreements  concerning  the Option  Holder's
investment  intent  with  respect to such Note being  purchased  pursuant to the
exercise of this Option as shall be satisfactory to the Company's  counsel,  and
(iii) shall be signed by the Option Holder.

     4.  Representations  of Option Holder. The Option Holder, by the acceptance
hereof. represents and acknowledges that because of Option Holder's relationship
with the Company,  the Option Holder has available full  information  concerning
the  Company's  affairs.  Further,  unless the Note is  covered  by a  currently
effective  Registration  Statement  filed under the  Securities Act of 1933, the
Option Holder  agrees that before the Option Holder  purchases the Note pursuant
to this Option,  the Option Holder will represent to the Company in writing that
such Note is being purchased for purposes other than of  distribution,  that the
Note will  constitute  restricted  securities as defined in Rule 144 promulgated
pursuant to the Securities Act of 1933, as amended, and the Option Holder agrees
that the Note may be stamped with a legend substantially as follows:

     "The  securities  represented  by this  certificate  may not be offered for
     sale,  sold  or  otherwise  transferred  except  pursuant  to an  effective
     registration  statement  under the Securities  Act of 1933 (the "Act"),  or
     pursuant to an exemption from registration  under the Act, the availability
     of which is to be established to the satisfaction of the Company."

     5.  Amendments.  This Option may not be amended,  altered,  or  dicontinued
which would impair the rights of the Option  Holder under this Option unless the
Option   Holder   consents  in  writing  to  such   amendment,   alteration   or
discontinuation.

     6.  Governing  Law. This Option shall be construed in  accordance  with and
governed by the laws of the state of Colorado.

       Dated: February 10, 2003

SEAL
                                     COGNIGEN NETWORKS, INC.,
ATTEST:                              a Colorado corporation


/s/ David L. Jackson                 By:  /s/ Darrell H. Hughes
David L. Jackson, Secretary               Darrell H. Hughes, President


AGREED TO BY OPTIONEES:


/s/ David Stone