EXHIBIT 10 COGNIGEN NETWORKS, INC., 7001 SEAVIEW AVENUE NW, SUITE 210, SEATTLE, WA 98117 ** Phone 206-297-6151 ** Fax 206-297-6161 December 6, 2002 VIA FACSIMILE Mr. William A. Bergfeld, III Mr. Troy D. Carl eMaxDirect LLC 9205 Hickory Hills Drive Montgomery, TX 77316 Re: Training Services Framework Agreement Notice of Termination Gentlemen: This is NOTICE of TERMINATION, effective immediately, of the Cognigen Networks, Inc., and eMaxDirect, LLC Training Services Framework Agreement (the "Agreement") dated May 17, 2002. The Board of Directors of Cognigen Networks, Inc., has determined that pursuant to Section 19A(h) of the Agreement, eMaxDirect has materially breached the terms and conditions of the Agreement, including but not limited to violation of Sections 3, 4, 22, and 23 of the Agreement: Section 3: "...use of the Proprietary Marks, Licensed Materials, and the Proprietary Information for the sole purpose of training Cognigen Independent Sales Agents..." Section 4: "...Cognigen's prior written approval of the training programs and materials......All... promotional material, training materials, or any other item or product utilizing...the Proprietary Marks or Licensed Materials...shall be submitted...to Cognigen for Cognigen's approval or disapproval prior to any release or use thereof by eMaxDirect..." Section 22: "During the Term..., eMaxDirect and each and every individual involved...shall not circumvent Cognigen, directly or indirectly, by entering into any agreement or alternative arrangements with any of Cognigen's Independent Representatives, providers or vendors." Section 23: "During the Term..., eMaxDirect and each and every individual involved...shall not, directly or indirectly or otherwise provide or sponsor assistance to any third party who may attempt to or does circumvent or become involved in competition...within the telecommunication industry...with Cognigen in any manner or capacity..." Cognigen's management and Kevin E. Anderson have discussed these issues with you on multiple occasions by phone and by email, requesting that such practices be discontinued. eMaxDirect's failure and refusal to comply is a material breach and has resulted in termination of the Agreement. EMaxDirect and your shareholders, members, management, and directors, are admonished to comply with the all of the Sections of the Agreement that "...survive termination of this Agreement..." and specifically, your post-termination obligations under Section 21 of the Agreement (Effect of Termination), Section 22 of the Agreement (Non-circumvention), and Section 23 of the Agreement (Non-competition). In addition, all references to Cognigen and all links to/from any Cognigen website must be removed from the eMaxDirect website immediately. Sincerely, /s/ Darrell H. Hughes Darrell H. Hughes, President Cognigen Networks, Inc., cc: David L. Jackson Kevin E, Anderson Thomas S. Smith, Esq.