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CGNW: Form 8-K for COGNIGEN NETWORKS INC
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23-Jun-2005

Entry into Material Agreement, Financial Statements and Exhibits

Item 1.01. Entry Into a Material Definitive Agreement.
On June 20, 2005, we entered into an Agreement Granting a First Right of Refusal to Purchase Enterprise Assets with the Anderson Family Trust No. 1 ("AFT"). Pursuant to the Agreement, in consideration for a payment of $15,000, the AFT granted us a First Right of Refusal ("FRR") to purchase certain of the assets of the Cantara Agency that were granted by us to the Cantara Agency pursuant to a Stock Redemption Agreement dated November 30, 2001. Therefore, if a third party offers to purchase such assets by December 30, 2005, we have the first right of refusal to match that offer within 10 working days after our receipt of the FRR. The $15,000 is credited against the purchase price if we exercise our FRR or is refunded to us if Cantara is sold to a third party for which we were not provided with the FRR. If we do not exercise our FRR and we were provided with our FRR, the $15,000 is deemed fully earned by the AFT.

Kevin E. Anderson and his family are the beneficiaries of the AFT. Kevin E. Anderson might be deemed to beneficially own the 1,158,505 of our shares that are owned by the AFT and Cognigen Corporation, which is approximately 98.9% owned by the AFT. As a result of this ownership, the AFT and Kevin E. Anderson may be deemed to beneficially own about 13.2% of our outstanding shares.

In addition, we pay Kevin E. Anderson, Inc. a consulting fee of $4,000 per month and pay for Kevin E. Anderson, Inc.'s internet connection of about $500 per month.