Amendment #2
Cantara Agreement

Amendment #2 to the Agreement between Cognigen Networks, Inc. (Cognigen), the Anderson Family Trust No. 1 (AFT), and the Cantara Communications Corporation dated December 9, 2005 (Cantara Agreement).

Cognigen, the AFT and Cantara agree that the Cantara Agreement, as amended by Amendment #1 on March 14, 2006, is further 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 $20,000 on each 15^th day of April, May, June, July and August, 2006, and of $25,000 on the 15^th day of September, 2006, for a total of payments 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 October 15, 2006   Until the first installment totaling $450,000 is paid in full, AFT will continue to receive 100% of the monthly Cantara 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 Cantara Agreement among Cognigen, the AFT and Cantara shall remain in full force and effect.

This amendment is dated May 12, 2006.

Cognigen Networks, Inc.


By: /s/ Gary L. Cook                       
       Gary L. Cook, Acting President


The Anderson Family Trust No. 1


By: /s/ Peter Tilyou                         
        Peter Tilyou, Trustee


Cantara Communications Corporation


By: /s/ Peter Tilyou                         
        Peter Tilyou, President