Cognigen Networks Signs a Letter of Intent to Acquire Commission River, Inc.

Englewood, Colorado, November 5, 2007/PRNewswire-First Call/ -- Cognigen Networks, Inc. (OTC Bulletin Board: CGNW), an Internet-enabled marketer of communications services and technology solutions, announced today the signing of a Letter of Intent to acquire Commission River, Inc. Under the Letter of Intent, Cognigen proposes to issue 16,000,000 shares of its common stock for the acquisition. Cognigen also signed a management services agreement with Commission River, Inc. to provide day-to-day management services for Cognigen's agent-based affiliate marketing business effective immediately.

Commission River operates an online affiliate marketing business that provides technology, tools, and products to affiliate marketers. Commission River also creates and manages affiliate programs for select product vendors. Commission River currently offers affiliate programs for Jingle Networks, VOIP.com, and AT&T Yahoo! High Speed Internet.

The acquisition is subject to standard closing conditions, including the completion of due diligence activities, drafting and execution of a definitive purchase agreement, and Board of Director approval. Upon completion of the acquisition, Cognigen intends to enter into employment agreements with Commission Rivers' founders, Adam Edwards and Patrick Oborn.

Cognigen's new CEO, Bob Bench, stated, "We are excited to expand our business with the addition of Commission River. Commission River and its management team bring the capabilities and experience in the affiliate marketing area that enhance Cognigen's existing abilities. We anticipate that this acquisition, if completed, will also add new technologies to Cognigen that will make it easier for agents and vendors to do business with us. This is the first of several initiatives to re-establish our capabilities to support our agents and re-build confidence. We believe Cognigen will greatly benefit from the wealth of Internet marketing and affiliate management experience of the Commission River management team. We also believe that Commission River will provide interim operational services while we work towards completing the acquisition. If the acquisition is completed, we anticipate that our agents will benefit from the added support resources and future product offerings."

Adam Edwards, President of Commission River, said, "We are excited about the opportunity to combine our business with Cognigen. We share their vision to become one of the leaders in the affiliate marketing space and believe that the combination of our technology, processes, and program with Cognigen's programs and agent base will create tremendous opportunities for all involved - including agents, vendors and both companies. Under the management services agreement, we can immediately step-in and provide management support to the business."

About Cognigen

Cognigen Networks, Inc., offers a wide range of telecommunication services and related technology products via its Website, http://www.cognigen.net. Cognigen's robust marketing engine harnesses distribution channels featuring a prominent Internet presence, a network of independent agents and several affiliate groups, each having their own customized Website. Cognigen's agent-initiated sales, as well as those generated directly off its main website, are fulfilled via proprietary software utilizing the Internet. Cognigen sells as a master agent the services of industry leaders such as AccuLinq, Inphonic Cellular, Telarus, IBN Tel, Pioneer Telephone, OPEX, PowerNet Global and UniTel. Since September of 1999, Cognigen has sold, on behalf of its vendors and for its own account, services and products to approximately 880,000 customers worldwide.

In addition to historical statements, the information set forth herein contains forward-looking statements, including, without limitation, statements relating to Cognigen Networks, Inc. (the "Company") and the anticipated terms and conditions of a proposed acquisition transaction (and related transactions and activities) which the Company is in the process of negotiating and which may never occur. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that affect the Company's business, financial condition and results of operations, including without limitation, receipt of 3rd party consents, risks and uncertainties associated with the integration of the two companies, the Company's possible lack of producing agent growth, the Company's possible lack of revenue growth, the Company's possible inability to add new products and services that generate increased sales, the Company's possible lack of cash flows, the Company's possible loss of key personnel, the possibility of telecommunications rate changes and technological changes, and the possibility of increased competition. Many of these risks are beyond the Company's control. The Company is not entitled to rely on the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, or Section 2lE of the Securities Exchange Act of 1934, as amended, when making forward- looking statements.

About Commission River

Commission River, Inc. is an online pay-per-action marketing network that gathers customers for select vendors. Commission River provides marketing tools, training, and tracking that enables online affiliates the ability to drive leads using blogs, paid search, and organic search engine optimization techniques. Commission River likewise creates software that enables affiliates the ability to coordinate, cross-link, and share ideas with each other in a close-knit community whose emphasis is on mutual success. Commission River clients include 1-800-FREE-411, AT&T, VoIP.com, AccuConference, and more. Founded in 2005, Commission River is headquartered in Draper, Utah with remote employees located throughout the United States. For more information visit www.commissionriver.com.

Back to news main page