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                                                                  EXHIBIT 10.33

                          FINANCIAL SERVICES AGREEMENT


            This Agreement (this "Agreement") is made as of this 31st day of
March, 2000, by and among COYOTE TECHNOLOGIES, LLC, a California limited
liability company with its principal office located in Westlake Village,
California ("CTL"), COYOTE NETWORK SYSTEMS, INC., a Delaware corporation with
offices located in Westlake Village, California ("Coyote") and FIRST VENTURE
LEASING, LLC, a Delaware limited liability company with its principal office
located in Stamford, Connecticut ("First Venture").

                                 R E C I T A L S

            WHEREAS, CTL seeks to arrange financing under credit programs for
their Customers;

            WHEREAS, CTL seeks to form an alliance with another company
possessing funding capabilities and expertise in the area of systems management,
credit programs, design, licensing and leasing programs to maximize efficiencies
and create economies of scale necessary to create and develop credit programs
for their Customers;

            WHEREAS, First Venture is engaged in the business of offering
certain leasing and other credit programs and desires to provide such financing
to CTL; and

            WHEREAS, Coyote, as CTL's parent, desires to provide First Venture
with incentives for the financing program.

            NOW, THEREFORE, in consideration of these premises and the mutual
covenants set forth herein, the parties hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

            The following terms shall have the following meanings for all
purposes of this Agreement, and such meanings shall be equally applicable to
both the singular and plural forms of the terms defined:

            "Affiliate" shall, with respect to a given Person, mean any other
Person directly or indirectly controlled by or under direct or indirect common
control with the Person specified.

            "Agreement" shall have the meaning given to such term in the
preamble hereto, as such agreement is amended and supplemented from time to time
in accordance with its terms.

            "Business Day" shall mean any day other than a Saturday, Sunday or
other day on which banking institutions in New York, Texas or California are
authorized or required by Law to be closed.

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            "Customers" shall mean any Person that is an end user of Products.

            "Finance Contracts" shall mean the agreements entered into by First
Venture in connection with the offering of various types of Services, including
forms of leases, guarantees, financing statements, loan agreements, security
agreements and other documents appropriate for the conducting of First Venture's
financing activities.

            "Information" shall have the meaning given to such term in Section
7.01 hereof.

            "Law" shall mean and include (a) any statute, decree, constitution,
regulation, order, judgment or other directive of any Regulatory Authority; (b)
any treaty, pact, compact or other agreement to which any Regulatory Authority
is a party; (c) any judicial or administrative interpretation or application of
any Law described in (a) or (b) above; and (d) any amendment or revision of any
Law described in (a), (b) or (c) above.

            "Operative Documents" shall mean this Agreement, the Remarketing
Agreement and any other agreements, documents or certificates executed and
delivered in connection with the transactions contemplated under this Agreement.

            "Person" means any individual, partnership, joint venture,
corporation, trust, unincorporated organization, government (and any department
or agency thereof) or other entity.

            "Products" shall mean any products (including, without limitation,
related software licenses, but not including real estate) and related
installation and maintenance services provided, furnished, manufactured, sold
and/or marketed by CTL, or any of its Affiliates which results in revenues or
income to CTL, or any of its Affiliates, and such additional goods or services
of CTL, or any of its Affiliates as the parties may from time to time agree.

            "Regulatory Authorities" shall mean any national government, or
political subdivision thereof or local jurisdiction therein, (b) any board,
commission, department, division, organ, instrumentality, court, or agency of
any entity described in (a) above, however constituted, and (c) any association,
organization, or institution of which any entity described in (a) or (b) above
is a member or to whose jurisdiction any such entity is subject or in whose
activities any such entity is a participant but only to the extent that any of
the preceding in clauses (a) - (c) have jurisdiction over the Products or its
operations.

            "Remarketing Agreement" shall mean the Master Remarketing
Agreements, dated as of the date hereof, between CTL and First Venture.

            "Services" shall mean the financing or leasing of Products to
Customers.

            "Subsidiary" shall mean, with respect to any Person, any other
Person which is directly or indirectly controlled by such Person. For purposes
of this definition, "control", as applied to any Person, means the possession,
directly or indirectly, of the power to vote a majority of the securities having
voting power for the election of directors (or other Persons acting in similar
capacities) of such Person or otherwise to direct or cause the direction of the


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management and policies of such Person, whether through the ownership of voting
securities or by contract or otherwise.

                                   ARTICLE II

                 REPRESENTATIONS AND WARRANTIES OF FIRST VENTURE

            First Venture represents and warrants to CTL and Coyote as follows:

            2.01. Organization. First Venture is a limited liability company,
validly organized and existing under the laws of the jurisdiction of its
incorporation and has due corporate authority to conduct business in all
jurisdictions where it conducts business.

            2.02. No Conflict. The execution and delivery by First Venture of
this Agreement and the other Operative Documents to which it is a party and the
consummation of the transactions herein and therein contemplated do not violate
or constitute a breach or default under the organizational documents of First
Venture or under the terms and conditions of any documents, agreements or other
writings to which First Venture is a party, or under any law, or any applicable
order, which violation, breach or default could reasonably be expected to have a
material adverse effect on First Venture or prohibit it from entering into,
executing, delivering or performing its obligations under this Agreement.

            2.03. Authority. First Venture has the corporate power and corporate
authority to execute and deliver this Agreement and any Operative Document to
which it is a party and to perform its obligations hereunder and thereunder.
Such execution, delivery, performance and consummation have been duly authorized
by all necessary corporate action on its part. This Agreement has been duly
executed and delivered by its duly authorized officer, and constitutes its valid
and legally binding obligation enforceable against it in accordance with the
terms hereof, except as the same may be limited by (i) applicable bankruptcy,
reorganization, insolvency, moratorium or other similar laws from time to time
in effect affecting creditors' rights generally or (ii) equitable principles of
general application.

            2.04. Regulatory Authorities; Capabilities. First Venture possesses
all licenses and permits and other authorizations by Regulatory Authorities
necessary for the conduct of its business including the provision of the
Services to Customers, except those the lack of which would not have a material
adverse effect on its respective business or its ability to provide such
services. First Venture has not received notice from any Regulatory Authority
indicating that such Regulatory Authority would oppose or not grant or issue its
consent, if required, with respect to the transactions contemplated by this
Agreement and the other Operative Documents to which it is a party.

            2.05. No Filings Required. No action of, or filing with, or consent
of, any Regulatory Authority or any other third party is required by First
Venture to authorize, or is otherwise required in connection with, the
execution, delivery and performance by First Venture of this Agreement or the
other Operative Documents to which it is a party.


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                                   ARTICLE III

                REPRESENTATIONS, WARRANTIES AND COVENANTS OF CTL

            CTL represents, warrants and covenants to First Venture as follows:

            3.01. Organization. CTL is a limited liability company, validly
organized and existing under the laws of the jurisdiction of its organization
and has due authority to conduct business in all jurisdictions where it conducts
business.

            3.02. No Conflict. The execution and delivery by CTL of this
Agreement and the other Operative Documents to which it is a party and the
consummation of the transactions herein and therein contemplated do not violate
or constitute a breach or default under the organizational documents of CTL or
under the terms and conditions of any documents, agreements or other writings to
which CTL is a party, or under any law, or any applicable order, which
violation, breach or default could reasonably be expected to have a material
adverse effect on CTL or prohibit it from entering into, executing, delivering
or performing its obligations under this Agreement.

            3.03. Authority. CTL has the power and authority to execute and
deliver this Agreement and any Operative Document to which it is a party and to
perform its obligations hereunder and thereunder. Such execution, delivery,
performance and consummation have been duly authorized by all necessary limited
liability company action on its part. This Agreement has been duly executed and
delivered by its duly authorized manager, and constitutes its valid and legally
binding obligation enforceable against it in accordance with the terms hereof,
except as the same may be limited by (i) applicable bankruptcy, reorganization,
insolvency, moratorium or other similar laws from time to time in effect
affecting creditors' rights generally or (ii) equitable principles of general
application.

            3.04. Regulatory Authorities; Capabilities. CTL possesses and shall
obtain and maintain all licenses and permits and other authorizations by
Regulatory Authorities necessary for the conduct of the Business, except those
the lack of which would not have a material adverse effect on its respective
business or its ability to provide such services. CTL has not received notice
from any Regulatory Authority indicating that such Regulatory Authority would
oppose or not grant or issue its consent, if required, with respect to the
transactions contemplated by this Agreement and the other Operative Documents to
which it is a party.

            3.05. No Filings Required. No action of, or filing with, or consent
of, any Regulatory Authority or any other third party is required by CTL to
authorize, or is otherwise required in connection with, the execution, delivery
and performance by CTL of this Agreement or the other Operative Documents to
which it is a party.

                                   ARTICLE IV

                    SERVICES, COMMITMENTS AND RELATED MATTERS


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            4.01. First Venture Commitments. First Venture hereby commits to
fund leases for Customers in the amount of at least U.S. $50,000,000 during the
calendar year 2000. First Venture shall fully fund such leases without any
holdbacks. In addition, First Venture agrees to prepare all required lease
documentation, credit approve and qualify prospects, underwrite transactions and
provide post-closing management consulting to Customers.

            4.02. CTL Commitments. CTL hereby agrees to use its "best efforts"
to originate leases for Products valued at not less than U.S. $50,000,000 during
the calendar year 2000. In addition, CTL agrees to enter in to the Remarketing
Agreement in form and substance acceptable to First Venture and to provide a
guaranty to First Venture with respect to each Customer in accordance with
Section 4.03 below in an amount not less than 10% of the value of the Products
leased to each Customer. In addition, CTL agrees that it will (a) interface with
each Customer to obtain the required information for First Venture; (b) provide
the interface and support First Venture reasonably requires for purposes of
securing funding and closing the lease transactions; (c) provide post-closing
management and operational support through a separate services/outsourcing
agreement to be entered into; and (d) provide the outsourcing services
reasonably necessary to maintain the operational integrity of a Customer's
network in the event of a default by such Customer.

            4.03. CTL Guaranty. At First Venture's request, submitted in writing
prior to funding a Customer, CTL shall provide a guaranty to First Venture with
respect to each Customer in an amount not less than 10% of the value of the
Products leased to each Customer (the "CTL Guaranty"). The CTL Guaranty will be
in the form of a letter of credit or cash deposit. The CTL Guaranty with respect
to a Customer will be combined to form a "pool" to support such Customer's
lease(s) which have been funded by First Venture. The CTL Guaranty will provide
that, in the event of a default, while contingency plans are being implemented
and/or remarketing undertaken, First Venture can draw upon the CTL Guaranty to
make such Customer's monthly lease payments (or make up any shortfall) as and
when due.

                                    ARTICLE V

                               WARRANT INCENTIVES

            5.01. Initial Grants. In consideration of the $50,000,000 commitment
by First Venture and the funding of the first $11,300,000 for customers, Coyote
agrees to grant First Venture:

                (a) Three year warrants for the purchase of 620,000 shares of
Coyote Common Stock, at an exercise price of $5.00. The warrants shall be in the
form attached as exhibit A; and

                (b) Three year warrants for the purchase of 261,600 shares of
Coyote Common Stock, at an exercise price of $7.35. The warrants shall be in the
form attached as Exhibit B.

            5.02. Transfer. Coyote agrees that it will not unreasonably withhold
its consent to a transfer of warrants by First Venture; provided, however, that
First Venture certifies that

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such transfer is exempt from registration under the Securities Act of 1933 and
applicable State regulations.

                                   ARTICLE VI

                  INDEMNIFICATION AND LIMITATIONS ON LIABILITY

            6.01. Indemnity Under This Agreement. From and after the date
hereof, CTL and First Venture shall each indemnify, defend and hold harmless the
other parties to this Agreement and their respective members, officers,
directors, agents, representatives and employees (with respect to any Claims
relating to (i) below) and CTL shall indemnify, defend and hold harmless First
Venture and its respective general partners, members, officers, agents,
representatives and employees (with respect to any Claims relating to (ii)
below; CTL and First Venture are referred to respectively in this Section 6.01
as the case may be as the "Indemnifying Party" and the party to whom such
indemnification obligation is owed is referred to in this Section 6.01 as the
"Indemnified Party"), from and against any and all actions, claims, losses,
costs, liabilities, and expenses (including reasonable attorneys' fees)
resulting from or arising out of (i) any breach by the Indemnifying Party of any
representation, warranty, or covenant by such Indemnifying Party in this
Agreement or (ii) any third party claims arising from the manufacture, sale,
delivery, maintenance, service or repair by CTL or any of its Affiliates of any
of the Products, or the condition, possession, return, disposition, use,
operation, performance or control of such Products (collectively, for purposes
of this Section 6.01 only, "Claims"), and will promptly reimburse any
Indemnified Party for all Claims as incurred in connection with the
investigation of, preparation for, or defense of any pending or threatened
action or proceeding (collectively, "Proceeding"), whether or not such
Indemnified Party is a formal party to any such Proceeding. Notwithstanding the
foregoing, the Indemnifying Party shall not be liable (a) for any amount paid by
or on behalf of an Indemnified Party in settlement of any Claim without the
consent of the Indemnifying Party (which consent shall not be unreasonably
withheld), (b) in respect of any losses, claims, damages, liabilities or
expenses that a court of competent jurisdiction shall have determined by final
judgment resulted primarily from the bad faith, negligence, or willful
misconduct of an Indemnified Party or (c) any Claim, to the extent the same
results from a breach by the Indemnified Party of its representations,
warranties or covenants in this Agreement. An Indemnified Party shall not,
without the prior written consent of the Indemnifying Party (which consent shall
not be unreasonably withheld), settle, compromise or consent to the entry of any
judgment in any pending or threatened Proceeding in respect of which
indemnification may be sought hereunder (whether or not the Indemnified Party is
an actual or potential party to such Proceeding), provided, however, that the
Indemnified Party may execute such settlement, compromise or consent to the
entry of judgment in any pending or threatened Proceeding if the same includes
an unconditional release of the Indemnifying Party hereunder from all liability
arising out of such Proceeding.

            6.02. Procedure. Promptly after a party to whom an indemnification
obligation is owed hereunder (an "Indemnified Party") receives notice of the
commencement of any Proceeding in respect of which indemnification may be sought
hereunder, the Indemnified Party will notify the party that is obligated to
indemnify hereunder (an "Indemnifying Party"); but the

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omission to so notify the Indemnifying Party shall not relieve the Indemnifying
Party from any obligation hereunder unless, and only to the extent that, such
omission results in the Indemnifying Party's forfeiture of substantive rights or
defenses. If any such Proceeding shall be brought against the Indemnified Party,
the Indemnifying Party shall, upon written notice given reasonably promptly
following the Indemnified Party's notice to the Indemnifying Party of any such
Proceeding, be entitled to assume the defense thereof at its own expense with
counsel chosen by the Indemnifying Party and reasonably satisfactory to the
Indemnified Party; provided; however, that any Indemnified Party may, at its own
expense, retain separate counsel to participate in such defense.

            6.03. Limitation on Liability. IN NO EVENT SHALL ANY PARTY HERETO BE
LIABLE TO THE OTHER UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY, OR
OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, EXEMPLARY, PUNITIVE,
SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY
EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER ANY PARTY HERETO HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE
FOREGOING DOES NOT PRECLUDE ANY PARTY FROM BEING INDEMNIFIED AGAINST THIRD-PARTY
CLAIMS UNDER ANY OF THE FOREGOING THEORIES OR FOR ANY OF THE FOREGOING DAMAGES.

                                   ARTICLE VII

                       CONFIDENTIAL INFORMATION; PUBLICITY

            7.01. Confidential Information.

                (a) The parties agree that any and all technical, financial,
operations or business information including, but not limited to, customer data,
marketing plans, customer lists, customer information, customer account numbers,
the status of any account, pricing information, computer access codes,
instruction and/or procedural manuals, CTL's current operating policies and
manuals, information prepared for or used in the preparation of any operating
plan or credit, collections and operations manual of First Venture, or financial
data of any party ("Information") furnished or disclosed by any party to another
party shall be deemed the property of the disclosing party, and when in tangible
form, shall be returned by the receiving party to the disclosing party upon
request along with any copies as may be authorized herein.

                (b) "Information" shall not include: (i) information previously
known to the receiving party free of any obligation to keep it confidential as
evidenced by written records; (ii) information that has been or subsequently is
made public, through no wrongful act of the receiving party or any third party;
or (iii) information that is received from a third party without restriction and
without breach of this Agreement, other than information provided to such party
in connection with its performance of this Agreement or any other Operative
Document.

                (c) Each party agrees that it shall hold Information in
confidence and

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shall not make disclosure of Information to anyone except such of its employees
or third party contractors or agents to whom such disclosure is necessary for
the purpose of and as permitted in performance of this Agreement, except in the
following circumstances: (i) to the extent necessary to comply with a specific
applicable Law or the valid final order of a court of competent jurisdiction in
which the party making the disclosure or communication shall notify the other
party in writing and shall seek confidential and proprietary treatment of the
information; (ii) as part of normal reporting or review procedures of such
party's Board of Directors, or managers, as applicable, parent company, auditors
and attorneys; provided, however, that such persons or entities agree to be
bound by the provisions of this paragraph; (iii) to enforce its rights legally
under this Agreement in a court of competent jurisdiction; (iv) as is customary
in connection with the sale, transfer, pledge, syndication, assignment and/or
securitization of Finance Contracts (and/or any accounts receivable or
collateral in connection therewith), so long as the party disclosing Information
in such circumstances obtains from such Persons to whom such Information is
disclosed, an agreement in the form of this Section 7.01, not to disclose such
Information; or (v) such information as is part of the public domain through
disclosure other than by or through such party. Each party shall appropriately
notify each employee, contractor, or agent to whom Information is disclosed that
any such disclosures are made in confidence and shall be kept in confidence by
such employee, contractor, or agent, and shall require any third party
contractor or agent to sign a written agreement to maintain the confidentiality
of the Information.

                (d) The obligations of the parties hereunder shall survive and
be enforceable by temporary and permanent injunctive relief against the
breaching party and its employees, officers, directors, agents, representatives,
and contractors notwithstanding any termination of this Agreement.

            7.02. Confidentiality of Agreement; Publicity.

                (a) Except as required by Law, in connection with any offering
of securities or otherwise, the parties shall keep confidential and not
disclose, and shall cause their officers, employees, and agents to keep
confidential and not disclose, any of the terms and conditions of this Agreement
or any of the Operative Documents to any third party without the prior written
consent of all other parties.

                (b) The obligations of the parties hereunder shall survive and
be enforceable by temporary and permanent injunctive relief against the
breaching party and its employees, officers, directors, agents, representatives,
and contractors notwithstanding any termination of this Agreement.

                (c) Each party will consult with each of the other parties prior
to issuing any press release or otherwise making any public statement with
respect to the transactions contemplated by this Agreement, and will not issue
any such release or make any such statement over the reasonable objection of any
of the other parties, except as required by Law or the rules and regulations of
any relevant securities exchange or quotation system.

                                  ARTICLE VIII

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                              TERM AND TERMINATION

            8.01. Term. This Agreement shall take effect on the date hereof and
remain in effect until the earlier of (1) twelve (12) months from the date
hereof or (b) this Agreement being terminated pursuant to Section 8.02 hereof,
provided, however, the terms of this Agreement shall remain in effect, as
applicable, in relation to any Finance Contract which remains in effect after
the end of the term of this Agreement pursuant to this Article VIII.

            8.02. Termination. Subject to Section 8.01 above, this Agreement and
the transactions contemplated hereby may be terminated only by written consent
of each of the parties hereto.

            8.03. Effect of Termination. In the event of the termination of this
Agreement pursuant to Section 8.02, this Agreement shall become void and have no
effect, except in relation to any Finance Contract which remains in effect after
such termination that the provisions of Articles 6 and 7, and any other
provision necessary to give effect to such surviving provisions, shall survive
any such termination.

                                   ARTICLE IX

                                  MISCELLANEOUS

            9.01 Amendments and Waivers. Except as otherwise expressly provided
herein, this Agreement shall not be amended or modified in any fashion except by
an instrument in writing signed by the parties hereto. Waiver by a party of any
condition, or any breach of this Agreement by any other party, shall not be
effective unless in a writing signed by the waiving party, and no such waiver
shall operate or be construed as the waiver of any conditions other than those
expressly identified in the written waiver or of the same or another breach on a
subsequent occasion.

            9.02. Nonassignability. All terms and provisions of this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and permitted assigns. This Agreement may not be
assigned by any party; provided, however, that such consent shall not be
required for the assignment by any party of its rights and privileges hereunder
to an Affiliate wholly owned, directly or indirectly, by any of the parties, as
the case may be (it being understood that no such assignment shall relieve the
assigning party of its duties or obligations hereunder).

            9.03. No Third Party Beneficiaries. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective legal
representatives, successors and assigns. This Agreement is not for the benefit
of any other Person, other than CTL, Ericsson and First Venture and their
respective Subsidiaries and Affiliates, and no other Person, other than CTL,
Ericsson, First Venture and their respective Subsidiaries and Affiliates, shall
have any rights against the parties hereunder.

            9.04 Rules of Construction. The headings in this Agreement are
inserted only

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as a matter of convenience and in no way affect the terms or intent of any
provision of this Agreement. All defined phrases, pronouns, and other variations
thereof shall be deemed to refer to the masculine, feminine, neuter, singular,
or plural, as the actual identity of the organization, person, or persona may
require. No provision of this Agreement shall be construed against any parties
hereto by reason of the extent to which such parties or its counsel participated
in the drafting hereof. All references to dollars shall be to United States
dollars.

            9.05. CHOICE OF LAW; CONSENT TO JURISDICTION. THIS AGREEMENT IS MADE
AND ENTERED INTO UNDER THE LAWS OF THE STATE OF CALIFORNIA, AND THE LAWS OF THAT
STATE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY THEREUNDER
(WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF) SHALL
GOVERN THE VALIDITY AND INTERPRETATION HEREOF AND THE PERFORMANCE BY PARTIES
HERETO OF THEIR RESPECTIVE DUTIES AND OBLIGATIONS HEREUNDER. Each party hereby
irrevocably consents that any legal action or proceeding against it or any of
its assets with respect to this Agreement may be brought in any jurisdiction
where it or any of its assets may be found, or in any court of the State of
California or any Federal court of the United States of America located in Los
Angeles, California, or both, as the other party may elect, and by execution and
delivery of this Agreement, each party hereby irrevocably submits to and accepts
with regard to any such action or proceeding, for itself and in respect of its
assets, generally and unconditionally, the jurisdiction of the aforesaid courts.
Each party further agrees that final judgment against such party in any action
or proceeding in connection with this Agreement shall be conclusive and may be
enforced in any other jurisdiction within or outside the United States of
America by suit on the judgment, a certified or exemplified copy of which shall
be conclusive evidence of the fact and the amount of such party's indebtedness.
Each party hereby irrevocably waives, to the fullest extent permitted by Law,
any objection which such party may now or hereafter have to the laying of venue
of any suit, action or proceeding arising out of or relating to this Agreement
brought in the State of California, and hereby further irrevocably waives any
claim that any such suit, action or proceeding brought in the State of
California has been brought in an inconvenient forum.

            9.06. Severability of Provisions. If any provision of this Agreement
shall be contrary to the internal laws of California or any other applicable
Law, at the present time or in the future, such provision shall be deemed null
and void, but shall not affect the legality of the remaining provisions of this
Agreement. This Agreement shall be deemed to be modified and amended so as to be
in compliance with applicable Law and this Agreement shall then be construed in
such a way as will best serve the intention of the parties at the time of the
execution of this Agreement.

            9.07. Counterparts; Delivery. This Agreement may be executed in one
or more counterparts. Each such counterpart shall be considered an original and
all of such counterparts shall constitute a single agreement binding all the
parties as if all had signed a single document. The parties acknowledge that
delivery of executed counterparts of this Agreement may be effected by a
facsimile transmission or other comparable means, with an original document to
be delivered promptly thereafter via overnight courier.

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            9.08. Entire Agreement. This Agreement (including any schedules,
exhibits or other attachments hereto), taken together with the other Operative
Documents, constitute the entire agreement among the parties. This Agreement and
the other agreements referred to in the preceding sentence supersede all prior
and contemporaneous agreements, statements, understandings, and representations
of the parties. There are no representations, warranties, agreements,
arrangements, or understandings, oral or written between the parties relating to
the subject matter of this Agreement which are not fully expressed herein or in
the other Operative Documents. The parties agree that the traditional
formulation of the parol evidence rule (whereby extrinsic evidence may not be
used to vary or contradict the unambiguous terms of a document that represents a
final and complete expression of the parties' agreement) shall govern in any
action or proceeding that may ensue concerning this Agreement and/or the other
Operative Documents.

            9.09. Notices. All notices, requests, consents, or other
communications required or permitted to be given under this Agreement shall be
in writing, may be delivered in person by telex or telecopy, by overnight air
courier, or by certified or registered mail (return receipt requested with all
fees prepaid), and shall be deemed to have been duly given and to have become
effective upon the date actually delivered to the parties or their assignees at
the following addresses:

               If to CTL:

                             c/o Coyote Network Systems, Inc.
                             4360 Park Terrace Drive
                             Westlake Village, California 91361
                             Attention:  President

               If to Coyote:

                             Coyote Network Systems, Inc.
                             4360 Park Terrace Drive
                             Westlake Village, California 91361
                             Attention:  President


               If to First Venture:

                             FIRST VENTURE LEASING, LLC
                             c/o Acorn Roseand Management
                             777 Summer Street
                             Stamford, Connecticut  06901
                             Attention:  Mr. Robert Loonin

The persons or addresses to which mailings or deliveries shall be made may be
changed from time to time by notice given pursuant to the provisions of this
section.

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            9.10. Waiver of Jury Trial. The parties hereto hereby waive their
respective right to trial by jury of any cause of action, claim, counterclaim or
cross-complaint in any action, proceeding and/or hearing brought by any party
hereto against another party hereto on any matter whatsoever relating to,
resulting from, arising out of, or in any way connected with this Agreement, or
any amendment or breach hereof, including, without limitation, any claim or
injury or damage, or the enforcement of any remedy under any Law, statute, or
regulation, emergency or otherwise, now or hereafter in effect.

            9.11. Expenses. Each party shall bear and pay all direct costs and
expenses incurred by it or on its behalf in connection with the transactions
contemplated hereunder, including filing, registration and applicable fees,
printing fees, and fees and expenses of its own financial or other consultants,
investment bankers, accountants, and counsel.

            9.12. Further Assurances. The parties hereto from time to time after
execution of this Agreement, without further consideration, shall execute and
deliver, as appropriate, such documents and take such actions as may be
reasonably necessary or proper to carry out and consummate the transactions
contemplated by this Agreement.

            9.13. Enforcement of Agreement. The parties hereto agree that
irreparable damage would occur in the event that any of the provisions in
Section 5.02 and Article VII of this Agreement was not performed in accordance
with its specific terms or was otherwise breached. It is accordingly agreed that
the parties shall be entitled to seek an injunction or injunctions to prevent
breaches of Section 5.02 and Article VII of this Agreement and to enforce
specifically such terms and provisions in any court of the United States or any
state having jurisdiction; provided, however, that the foregoing shall not be
construed as prohibiting any party from pursuing any other rights and remedies
available to it for such breach or threatened breach.

            9.14. Brokers and Finders. In the event of a claim by any broker or
finder based upon his or its representing or being retained by or allegedly
representing or being retained by any party, such party agrees to indemnify and
hold each other party harmless of and from any liability in respect of such
claim.

            9.15. Relationship of Parties. Nothing contained in this Agreement
shall be construed as constituting a partnership or agency relationship between
the parties hereto. As of the date of this Agreement, the relationship of the
parties one to another for all purposes shall be that of independent members of
a limited liability company.

            IN WITNESS WHEREOF the undersigned hereto execute this Agreement.

                                            COYOTE TECHNOLOGIES, LLC

                                            By: /s/ DANIEL W. LATHAM
                                                -------------------------------
                                               Name: Daniel W. Latham
                                                     --------------------------
                                               Title: President and
                                                      -------------------------
                                                      Chief Operating Officer
                                                      -------------------------

                                            COYOTE NETWORK SYSTEMS, INC.

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<PAGE>   13

                                            By: /s/ DANIEL W. LATHAM
                                               Name: Daniel W. Latham
                                               Title: President


                                            FIRST VENTURE LEASING, LLC

                                            By: /s/ ROBERT LOONIN
                                               Name: Robert Loonin
                                               Title: Managing Member


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