COGNIGEN NETWORKS INC
10-K, EX-10.3, 2000-10-13
CRUDE PETROLEUM & NATURAL GAS
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EXHIBIT 10.3

Silverthorne Production Company
Inter-American Telecommunications Holding Corporation
2008 Second Avenue, #108
Seattle, Washington, USA 98121
1-206-320-8502o  1-206-320-8420 faxo  email:  [email protected]



October 5, 1999


Mr. Darrell H. Hughes
9930 N.E. 197th Street
Bothell, Washington 98011
Fax 1-425-3408

Dear Darrell:

         It is my pleasure to extend to you this offer of  employment  on behalf
of    Silverthorne    Production    Company    ("SLTH")    and    Inter-American
Telecommunications  Holding Corporation ("ITHC"). We hereby offer you employment
for a guaranteed term of three years to serve as Chief Executive Officer of both
ITHC and SLTH, and to stand for election as Chairman of the SLTH and ITHC Boards
of Directors.

         Our offer consists of the following:

         Annual salary                 = $125,000
         ITHC shares signing bonus     = 500 shares of ITHC common (5% of
                                         authorized)
         ITHC shares 1st year bonus    = 500 shares of ITHC common (5% of
                                         authorized)
         SLTH options                  = 400,000  shares at $0.46
         4 weeks annual paid vacation

         In addition SLTH will provide a comprehensive benefit package including
medical  and dental plan that you and Dave Lucas will  develop,  a 401K plan and
provide for life insurance  coverage.  As you shall determine  certain personnel
may require an automobile or reimbursement for use thereof.

         Please  advise  us relative  to this offer at your  earliest  possible
 convenience.

         Sincerely,

         /s/Jimmy L. Boswell
         -------------------
         Jimmy L. Boswell
         President, COO


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