AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT

AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT

     This Amendment No. 1 to the Share Purchase Agreement (this “Amendment”) is effective as of the May 31, 2009, by and between Cogenco International Inc, a Colorado corporation (the “Company”) and Bernd J. Hamacher-Schwieren (“Purchaser”). The Company and Purchaser are referred to herein as the Parties.

     A.      The Parties entered a Share Purchase Agreement (the “Agreement”) dated April 28, 2009 whereby Purchaser is obligated to purchase 520,000 shares of Company common stock (the “Shares”) at $5.00 per share for a total investment of $2,600,000 which was due on or before May 31, 2009.

     B.      The Parties are currently in discussions regarding potential terms and conditions by which Purchaser may commit to making further investments in the Company.

     C.      The Parties wish to amend the Agreement to extend the time by which Purchaser is obligated to pay the Company the purchase price of the Shares from May 31, 2009 to June 15, 2009.

     NOW THEREFORE, in