Common use of SUBSCRIPTION FORM Clause in Contracts

SUBSCRIPTION FORM. To be Executed by the Holder of this Warrant if such Holder Desires to Exercise this Warrant in Whole or in Part: To: Cognigen Networks, Inc. (the "Company") The undersigned -------------------------------- Please insert Social Security or other identifying number of Subscriber: hereby irrevocably elects to exercise the right of purchase represented by this Warrant for, and to purchase thereunder, shares of the $0.001 par value ------- common stock (the "Common Stock") provided for therein and tenders payment herewith to the order of the Company in the amount of $ , such payment ----------- being made as provided on the face of this Warrant. The undersigned requests that certificates for such shares of Common Stock be issued as follows: Name: ------------------------------------------------------------------------- Address: ---------------------------------------------------------------------- Deliver to: ------------------------------------------------------------------- Address: ---------------------------------------------------------------------- and, if such number of shares of Common Stock shall not be all the shares of Common Stock purchasable hereunder, that a new Warrant for the balance remaining of the shares of Common Stock purchasable under this Warrant be registered in the name of, and delivered to, the undersigned at the address stated above. Dated: Signature ------------------------------------------------ Note: The signature on this Subscription Form must correspond with the name as written upon the face of this Warrant in every particular, without alteration or enlargement or any change whatever. FORM OF ASSIGNMENT (To Be Signed Only Upon Assignment) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: ------------------------------------ [NAME] this Warrant, and appoints ------------------------------------ [NAME] to transfer this Warrant on the books of the Company with the full power of substitution in the premises. Dated: ------------------ In the presence of: ----------------------------- ------------------------------------ (Signature must conform in all respects to the name of the holder as specified on the face of this Warrant without alteration, enlargement or any change whatsoever, and the signature must be guaranteed in the usual manner). EXHIBIT C MASTER SERVICES AGREEMENT This MASTER SERVICES AGREEMENT (the "Agreement") is entered into as of the 1st day of February, 2004, by and among, Cognigen Switching Technologies, Inc. (hereinafter referred to as "CST") a California corporation with principal offices at Suite 103A, 3220 South Higuera Street, San Luis Obispo, CA 93401, and Cognigen N▇▇▇▇▇▇▇, ▇▇▇. (▇▇▇▇▇▇▇▇▇▇▇ referred to as "Cognigen") a Colorado Corporation with its principal office located at Suite 210, 7001 Seaview Ave. NW, Seattle, WA, 98117. CST and COGNIGEN are someti▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ "▇▇▇▇▇" ▇▇ "Parties".

SUBSCRIPTION FORM. To be Executed by the Holder of this Warrant if such Holder Desires to Exercise this Warrant in Whole or in Part: To: Cognigen Networks, Inc. (the "Company") The undersigned -------------------------------- Please insert Social Security or other identifying number of Subscriber: hereby irrevocably elects to exercise the right of purchase represented by this Warrant for, and to purchase thereunder, shares of the $0.001 par value ------- common stock (the "Common Stock") provided for therein and tenders payment herewith to the order of the Company in the amount of $ , such payment ----------- being made as provided on the face of this Warrant. The undersigned requests that certificates for such shares of Common Stock be issued as follows: Name: ------------------------------------------------------------------------- Address: ---------------------------------------------------------------------- Deliver to: ------------------------------------------------------------------- Address: ---------------------------------------------------------------------- and, if such number of shares of Common Stock shall not be all the shares of Common Stock purchasable hereunder, that a new Warrant for the balance remaining of the shares of Common Stock purchasable under this Warrant be registered in the name of, and delivered to, the undersigned at the address stated above. Dated: Signature ------------------------------------------------ Note: The signature on this Subscription Form must correspond with the name as written upon the face of this Warrant in every particular, without alteration or enlargement or any change whatever. FORM OF ASSIGNMENT (To Be Signed Only Upon Assignment) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: ------------------------------------ [NAME] this Warrant, and appoints ------------------------------------ [NAME] to transfer this Warrant on the books of the Company with the full power of substitution in the premises. Dated: ------------------ In the presence of: ----------------------------- ------------------------------------ (Signature must conform in all respects to the name of the holder as specified on the face of this Warrant without alteration, enlargement or any change whatsoever, and the signature must be guaranteed in the usual manner). EXHIBIT C B MASTER SERVICES AGREEMENT This MASTER SERVICES AGREEMENT (the "Agreement") is entered into as of the 1st day of February, 2004, by and among, Cognigen Switching Technologies, Inc. (hereinafter referred to as "CST") a California corporation with principal offices at Suite 103A, 3220 South Higuera Street, San Luis Obispo, CA 93401, and Cognigen N▇▇▇▇▇▇▇, ▇▇▇. (▇▇▇▇▇▇▇▇▇▇▇ referred to as "Cognigen") a Colorado Corporation with its principal office located at Suite 210, 7001 Seaview Ave. NW, Seattle, WA, 98117. CST and COGNIGEN are someti▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ "▇▇▇▇▇" ▇▇ "Parties".

SUBSCRIPTION FORM. (To be Executed by the Holder executed only upon exercise of this Warrant if such Holder Desires to Exercise this Warrant in Whole or in Part: To: Cognigen Networks, Inc. (the "Company") The undersigned -------------------------------- Please insert Social Security or other identifying number of Subscriber: hereby irrevocably elects to exercise the right of purchase Warrants represented by this Warrant forCertificate) To: American Stock Transfer & Trust Company, and to purchase thereunderas Warrant Agent 40 Wall Street New York, shares of the $0.001 par value ------- common stock (the "Common Stock") provided for therein and tenders payment herewith to the order of the Company in the amount of $ , such payment ----------- being made as provided on the face of this Warrant. New York 10005 The undersigned requests that certificates for such shares of Common Stock be issued as follows: Name: ------------------------------------------------------------------------- Address: ---------------------------------------------------------------------- Deliver to: ------------------------------------------------------------------- Address: ---------------------------------------------------------------------- and, if such number of shares of Common Stock shall not be all the shares of Common Stock purchasable hereunder, that a new Warrant for the balance remaining of the shares of Common Stock purchasable under this Warrant be registered in the name of, and delivered to, the undersigned at the address stated above. Dated: Signature ------------------------------------------------ Note: The signature on this Subscription Form must correspond with the name as written upon the face of this Warrant in every particular, without alteration or enlargement or any change whatever. FORM OF ASSIGNMENT (To Be Signed Only Upon Assignment) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: ------------------------------------ [NAME] this Warrant, and appoints ------------------------------------ [NAME] to transfer this Warrant on the books of the Company with the full power of substitution in the premises. Dated: ------------------ In the presence of: ----------------------------- ------------------------------------ (Signature must conform in all respects to the name of the holder as specified on the face of this Warrant without alteration, enlargement or any change whatsoever, and the signature must be guaranteed in the usual manner). EXHIBIT C MASTER SERVICES AGREEMENT This MASTER SERVICES AGREEMENT (the "Agreement") is entered into as of the 1st day of February, 2004, by and among, Cognigen Switching Technologies, Inc. (hereinafter referred to as "CST") a California corporation with principal offices at Suite 103A, 3220 South Higuera Street, San Luis Obispo, CA 93401, and Cognigen Nunder▇▇▇▇▇▇▇, ▇ ▇▇▇. (▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ referred to as "Cognigen") a Colorado Corporation with its principal office located at Suite 210, 7001 Seaview Ave. NW, Seattle, WA, 98117. CST and COGNIGEN are someti▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ [_____________] of the Warrants represented by this Warrant Certificate and herewith makes payment in accordance with the terms and conditions specified in this Warrant Certificate and in the Warrant Agreement and surrenders this Warrant Certificate and all right, title and interest therein to and directs that the shares of Common Stock of Marvel Enterprises, Inc. (the "▇▇▇▇▇" ▇▇ Warrant Shares"Parties".) deliverable upon the exercise of such Warrants be registered or placed in the name and at the address specified below and delivered thereto. Dated: --------------------------------------- (Signature of Owner) --------------------------------------- (Street Address) --------------------------------------- (City) (State) (Zip Code) Signature Guaranteed By: --------------------------------------- Securities and/or check or other property (including, if such number of Warrants exercised shall not be all of the Warrants evidenced by this Warrant Certificate, a new Warrant Certificate for the balance remaining of such Warrants) to be issued or delivered to: Name: Street Address: City, State and Zip Code: Please insert social security or identifying number:

SUBSCRIPTION FORM. (To be Executed by the Holder executed only upon exercise of this Warrant if such Holder Desires to Exercise this Warrant in Whole or in Part: To: Cognigen Networks, Inc. (the "Company") The undersigned -------------------------------- Please insert Social Security or other identifying number of Subscriber: hereby irrevocably elects to exercise the right of purchase Warrants represented by this Warrant forCertificate) To: American Stock Transfer & Trust Company, and to purchase thereunderas Warrant Agent 40 Wall Street New York, shares of the $0.001 par value ------- common stock (the "Common Stock") provided for therein and tenders payment herewith to the order of the Company in the amount of $ , such payment ----------- being made as provided on the face of this Warrant. New York 10005 The undersigned requests that certificates for such shares of Common Stock be issued as follows: Name: ------------------------------------------------------------------------- Address: ---------------------------------------------------------------------- Deliver to: ------------------------------------------------------------------- Address: ---------------------------------------------------------------------- and, if such number of shares of Common Stock shall not be all the shares of Common Stock purchasable hereunder, that a new Warrant for the balance remaining of the shares of Common Stock purchasable under this Warrant be registered in the name of, and delivered to, the undersigned at the address stated above. Dated: Signature ------------------------------------------------ Note: The signature on this Subscription Form must correspond with the name as written upon the face of this Warrant in every particular, without alteration or enlargement or any change whatever. FORM OF ASSIGNMENT (To Be Signed Only Upon Assignment) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: ------------------------------------ [NAME] this Warrant, and appoints ------------------------------------ [NAME] to transfer this Warrant on the books of the Company with the full power of substitution in the premises. Dated: ------------------ In the presence of: ----------------------------- ------------------------------------ (Signature must conform in all respects to the name of the holder as specified on the face of this Warrant without alteration, enlargement or any change whatsoever, and the signature must be guaranteed in the usual manner). EXHIBIT C MASTER SERVICES AGREEMENT This MASTER SERVICES AGREEMENT (the "Agreement") is entered into as of the 1st day of February, 2004, by and among, Cognigen Switching Technologies, Inc. (hereinafter referred to as "CST") a California corporation with principal offices at Suite 103A, 3220 South Higuera Street, San Luis Obispo, CA 93401, and Cognigen Nunder▇▇▇▇▇▇▇, ▇ ▇▇▇. (▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ referred to as "Cognigen") a Colorado Corporation with its principal office located at Suite 210, 7001 Seaview Ave. NW, Seattle, WA, 98117. CST and COGNIGEN are someti▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ [_____________] of the Class B, Series __ Warrants represented by this Warrant Certificate and herewith makes payment in accordance with the terms and conditions specified in this Warrant Certificate and in the Warrant Agreement and surrenders this Warrant Certificate and all right, title and interest therein to and directs that the shares of Preferred Stock of Marvel Enterprises, Inc. (the "▇▇▇▇▇" ▇▇ Warrant Shares"Parties".) deliverable upon the exercise of such Class B, Series __ Warrants be registered or placed in the name and at the address specified below and delivered thereto. Dated: --------------------------------------- (Signature of Owner) --------------------------------------- (Street Address) --------------------------------------- (City) (State) (Zip Code) Signature Guaranteed By: --------------------------------------- Securities and/or check or other property (including, if such number of Class B, Series __ Warrants exercised shall not be all of the Class B, Series __ Warrants evidenced by this Warrant Certificate, a new Warrant Certificate for the balance remaining of such Class B, Series __ Warrants) to be issued or delivered to: Name: Street Address: City, State and Zip Code: Please insert social security or identifying number:

SUBSCRIPTION FORM. To be Executed by the Holder of this ChaseMellon Shareholder Services The Warrant if such Holder Desires to Exercise this Warrant in Whole or in PartAgent Attention: To: Cognigen Networks, Inc. (the "Company") The undersigned -------------------------------- Please insert Social Security or other identifying number of Subscriber: hereby irrevocably elects to exercise the right of purchase represented by this Warrant the within Warrant(s) for, and to purchase thereunder, ________________ shares of the $0.001 par value ------- common stock (the "Common Stock") provided for therein therein, and tenders payment herewith to the order of the Company in the amount of $ , such payment ----------- being made as provided on the face of this Warrant. The undersigned requests that certificates for such shares of Common Stock be issued as follows: Name: ------------------------------------------------------------------------- Address: ---------------------------------------------------------------------- Deliver in the name of and to: ------------------------------------------------------------------- Address: ---------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- and, if such said number of shares of Common Stock shall not be all the shares of Common Stock purchasable hereunderthereunder, that a new Warrant Certificate for the balance remaining of the shares of Common Stock purchasable under this the within Warrant Certificate be registered in the name of, of the undersigned warrantholder or his assignee as below indicated and delivered to, the undersigned at to the address stated abovebelow. As the Exercise Price upon exercise of the Warrant(s) the undersigned encloses $_______________, by certified or official bank check. Dated: :___________________________________________________________ Name of Warrantholder or Assignee:______________________________ Address:_________________________________________________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Signature ------------------------------------------------ NoteGuaranteed:___________________ Signature:________________________ THE SIGNATURE(S) SHOULD BE (NOTE: The above signature must correspond with GUARANTEED BY AN ELIGIBLE the name as written upon the face of this GUARANTOR INSTITUTION, GENERALLY, Warrant Certificate in every particular, BANKS, STOCK BROKERS, SAVINGS without alteration or enlargement or any INSTITUTIONS AND CREDIT change whatever, unless this Warrant UNIONS WITH MEMBERSHIP IN AN Certificate has been assigned.) APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. FORM OF ASSIGNMENT For value received and subject to the restrictions on transfer described in the Warrant Agreement under which this Subscription Form Warrant was issued, _______________________________________________ hereby sells, assigns, and transfers unto ____________________________ Warrants represented by the within Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocable constitute and appoint ____________________________ __________________________________ attorney, to transfer such Warrants on the books of the within named corporation, with full power of substitution. Dated Signature of Warrant Holder (NOTE: The above signature must correspond with the name as written upon the face of this Warrant Certificate in every particular, without alteration or enlargement or any change whatever. FORM OF ASSIGNMENT (To Be Signed Only Upon Assignment) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: ------------------------------------ [NAME] this Warrant, and appoints ------------------------------------ [NAME] to transfer unless this Warrant on the books of the Company with the full power of substitution in the premises. Dated: ------------------ In the presence of: ----------------------------- ------------------------------------ (Signature must conform in all respects to the name of the holder as specified on the face of this Warrant without alteration, enlargement or any change whatsoever, and the signature must be guaranteed in the usual mannerCertificate has been assigned.). EXHIBIT C MASTER SERVICES AGREEMENT This MASTER SERVICES AGREEMENT (the "Agreement") is entered into as of the 1st day of February, 2004, by and among, Cognigen Switching Technologies, Inc. (hereinafter referred to as "CST") a California corporation with principal offices at Suite 103A, 3220 South Higuera Street, San Luis Obispo, CA 93401, and Cognigen N▇▇▇▇▇▇▇, ▇▇▇. (▇▇▇▇▇▇▇▇▇▇▇ referred to as "Cognigen") a Colorado Corporation with its principal office located at Suite 210, 7001 Seaview Ave. NW, Seattle, WA, 98117. CST and COGNIGEN are someti▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ "▇▇▇▇▇" ▇▇ "Parties".