AFT/Cognigen
First Right of Refusal
1
6/22/2005
AN AGREEMENT GRANTING A FIRST RIGHT OF REFUSAL
TO PURCHASE ENTERPRISE ASSETS
THIS
AGREEMENT is entered
into this 20th day of June,
2005 by and between the
Anderson Family Trust No. 1 (hereinafter
"AFT) as Grantor and Seller;
Cognigen
Networks, Inc. (hereinafter "Cognigen") as Grantee and Buyer;
collectively known
as the "Parties"; subject to the following declarations, terms and
conditions:
DECLARATIONS
1.
AFT is a duly
organized
private
trust under the statutes of the state of
Washington.
2.
AFT owns an
independent
representative
agency
denominated
the
Cantara
Agency
(hereinafter
"Cantara")
granted by
Cognigen
pursuant to a Stock
Redemption
Agreement between the Parties dated November 30, 2001 (11-30-01
Agreement").
3.
AFT wishes to sell for cash and Cognigen wishes to buy the assets
that make
up Cantara.
4.
AFT, at this time, is actively entertaining offers to purchase
Cantara, and
is willing to provide
Cognigen with an assurance and advantage in pursuing
a possible purchase.
5.
Cognigen wants to avail itself of an advantage and assurance in its
pursuit
of purchasing Cantara.
6.
The
particularities
and details of the enterprise
assets which currently
compose Cantara are further
described in the 11-30-01
Agreement,
and the
attached schedule of commission payments prepared by Cognigen.
7.
AFT in
consideration
of the fee
described
herein does hereby grant unto
Cognigen a First Right of Refusal (hereinafter "FRR")to Purchase
Cantara as
further described in the following Terms and Conditions:
TERMS AND CONDITIONS
8.
AFT
grants
for a period
ending at 11:59
P.M.,
December
31,
2005,
an
exclusive FRR to purchase
Cantara under terms and conditions
identical to
those offered by any other third party.
9.
If AFT
receives an offer to purchase
Cantara,
and decides to accept said
offer, it must first
communicate
said offer detailing
amount,
terms and
conditions
of purchase to Cognigen no less than ten working
days prior to
the date on which it must accept or reject the third party offer.
10.
Cognigen must respond to AFT by exercising or declining to exercise
its FRR
in writing prior to the
expiration
of the ten day period
provided for in
paragraph 9. If there is no written response within the ten day
period, AFT
shall consider the FRR waived on the part of Cognigen.
11.
Cognigen
agrees to pay to AFT upon
execution of this Agreem
