CONSULTING AGREEMENT
THIS AGREEMENT is made and entered into as of January 26, 2000 by and
between COYOTE NETWORK SYSTEMS, INC., a Delaware corporation (the "Company"),
and KRJ, LLC, a Delaware limited liability company ("Consultant").
1. Consultant's Duties.
(a) Since January 14, 2000 ("the "Effective Date") Consultant has performed
services for the benefit of the Company, specifically being instrumental in
advising and assisting the Company on (i) identifying strategic partners and
business opportunities; (ii) introductions to substantial IP Telephony
customers; (iii) introduction of new management; (iv) restructuring of vendor
finance programs; (v) investor relations; (vi) identifying credit facilities;
and (vii) structuring a recapitalization of the Company; (viii) increasing
foreign and domestic sales development; and (ix) seeking to achieve the
continued viability of the Company and sustained earnings growth and shareholder
value through 2000 and beyond;
(b) From the date hereof, Consultant's duties under this Agreement will
include continuing participation in the activities listed in subsection (a)
above.
(c) Consultant's duties hereunder have not to date, and shall not
hereinafter, include introducing the Company to investors, promoting the
Company's stock to third parties or placing (or advising on the placement of)
the Company's equity or debt securities to any party. The Company acknowledges
that all such services shall be performed by a registered broker-dealer.
(d) Consultant agrees to use its reasonable best efforts to performing the
duties set forth in subsection (b) above.
2. Term of Agreement. The initial term of this Agreement will commence on
the Effective Date and terminate on third anniversary of the date hereof. The
Company may terminate this Agreement for any reason upon 30 days' written notice
to Consultant or Consultant may terminate this Agreement for any reason on 30
days' written notice to the Company, but Consultant shall nevertheless be
entitled to the compensation set forth in section 3 below.
3. Compensation. As remuneration for Consultant's services set forth in
section 1(a) above, the Company shall issue 2,000,000 shares of the Company's
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Common Stock, par value $1.00 per share (the "Common Stock"), to Consultant and
deliver such shares of the Common Stock to Consultant as follows:
(a) 750,000 shares of Common Stock within fifteen days of the Effective
Date;
(b) 1,250,000 shares of Common Stock shall be placed in escrow, to be
automatically delivered to Consultant as follows:
(i) 416,666 shares of Common Stock within five days after the first
anniversary of the date of this Agreement provided, however, the escrow
agent shall accelerate the delivery if the closing price of the Common
Stock on the Principal Market (as defined below) is equal to or greater
than $8 per share for 20 consecutive trading days;
(ii) 416,667 shares of Common Stock within five days after the second
anniversary of the date of this Agreement provided, however, the escrow
agent shall accelerate the delivery if the closing price of the Common
Stock on the Principal Market is equal to or greater than $12 per share for
20 consecutive trading days;
(iii) 416,667 shares of Common Stock within five days after the third
anniversary of the date of this Agreement provided, however, the escrow
agent shall accelerate the delivery if the closing price of the Common
Stock on the Principal Market is equal to or greater than $16 per share for
20 consecutive trading days; or
(iv) immediately upon any transaction in which substantially all of
the assets of the Company are acquired or 50% or more of the issued and
outstanding common stock of the Company is acquired by a single person,
entity or group of such persons or entities (a "Change in Control").
Under the terms of the escrow agreement, Consultant shall retain all voting
and dividend rights with respect to the shares of Common Stock held in escrow.
The escrow agent shall comply with the delivery schedule set forth above, absent
an order from a court of competent jurisdiction staying the delivery or
otherwise directing delivery to another person.
For purposes of this section 3, "Principal Market" means the Nasdaq
National Market, the Nasdaq SmallCap Market, the OTC Bulletin Board, the
American Stock Exchange or the New York Stock Exchange, whichever at the time is
the principal trading exchange or market for the Common Stock. The Company and
Consultant hereby agree that at the earlier of six (6) months from the date
hereof or upon delivery to Consultant of all of the Common Stock as set forth
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above, Consultant will meet with the Audit Committee of the Board of Directors
for the purpose of further compensating Consultant for the services provided
from January 26, 2000 to the date of the meeting. The focus of such meeting
shall be an assessment of the granting of additional stock or warrants to
Consultant sufficient to provide Consultant with reasonably equivalent economic
value as set forth on Exhibit A attached hereto.
4. Trading Restrictions. Notwithstanding any other holding period or
trading restrictions imposed by law, which restrictions Consultant agrees to
follow, Consultant further agrees that it will not sell, pledge, hypothecate or
otherwise transfer any of the shares granted under section 3 until 12 months
from the date of delivery of the Common Stock by the Company or the escrow
agent, as the case may be, to Consultant; provided, however, that in the event
of a Change in Control these trading restrictions shall be lifted.
5. Status. During the term of this Agreement, the relationship of the
Company and Consultant shall be that of independent contractor. This Agreement
shall not in any way create a relationship of principal and agent or employer
and employee between the Company and Consultant.
6. Expenses. The Company will reimburse Consultant for any reasonable
business expenses incurred by Consultant in performance of its duties hereunder,
provided that those expenses are approved in advance and in writing by the
Company. The Company agrees to reimburse Consultant for legal and accounting
expenses related to services rendered hereunder, not to exceed $15,000 in the
aggregate. Any additional legal or accounting expenses Consultant incurs in
connection with this Agreement or the performance of its duties hereunder shall
be at Consultant's expense.
7. Confidential Information. In connection with the performance of its
services under this Agreement, Consultant may receive information concerning the
Company and its affiliates, including, without limitation, descriptive
memoranda, appraisals, financial statements or summaries, correspondence,
records or other specific financial, technical, commercial or other information
regarding their businesses and affairs, whether or not such material is
specifically marked or designated as confidential (the "Confidential
Information"). The parties agree that the Confidential Information has been
acquired, established and maintained at great expense, protected as confidential
information and trade secrets and are of great value and will provide the
Company with a substantial competitive advantage in its business. Therefore,
Consultant agrees that it will not, directly or indirectly, either individually
or as an employee, principal, agent, owner, trustee, beneficiary, distributor,
partner, co-venturer, shareholder, consultant or in any other capacity, use or
disclose, or cause to be used or disclosed, any of the Confidential Information,
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whether such information was owned the Company prior to, or developed by the
Company subsequent to, its relationship with Consultant, and regardless of the
fact that Consultant may have participated in the discovery and development of
that information; provided, however, Consultant may disclose such information to
it members, its legal advisors and any other party directly involved in
Consultant rendering its services hereunder so long as Consultant receives from
such individuals or entities (except for Consultant's members, legal advisors
and accountants) and provides to the Company a confidentiality agreement similar
in scope to this Agreement. Nothing contained herein shall be construed as
restricting or creating any liability for the disclosure, communication or use
of the following information:
(a) information which, at the time of disclosure hereunder, was published
or known publicly or was otherwise in the public domain;
(b) information which after disclosure hereunder, is published or becomes
publicly known or otherwise in the public domain other than as a result of a
breach of this Agreement;
(c) information which was disclosed to the recipient in good faith by a
third party who was not, and is not, under any obligation of confidence or
secrecy to the other party hereto at the time of such disclosure; or
(d) information if for which the disclosure is legally required, in the
opinion of counsel to Consultant, to be made in a judicial, administrative or
governmental proceeding or process. Consultant shall promptly notify the Company
of Consultant being legally required to make such disclosure to allow the
Company to oppose such compelled disclosure.
8. Consultant's Representations and Warranties. Consultant represents and
warrants to the Company that:
(a) Consultant is not a registered broker or dealer in securities under any
federal or state securities laws;
(b) Neither Consultant nor any of its affiliates, agents, officers or
employees is currently subject to disciplinary action of any kind by the U.S.
Securities and Exchange Commission, the National Association of Securities
Dealers, Inc., any stock or commodities exchange or any state securities
authority;
(c) Neither Consultant nor any of its affiliates, agents, officers or
employees has ever been found liable by, or is currently the subject of an
injunction issued by, a court or arbitration board in connection with alleged
securities law violations or improprieties;
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(d) Consultant is acquiring the shares of Common Stock issuable pursuant to
section 3 solely for its own account for investment purposes, and not with a
view to the distribution thereof, and Consultant acknowledges that any
certificate for the Common Stock may contain a legend in the form attached
hereto as Exhibit B;
(e) Consultant understands that the Common Stock has not been, and will not
be, registered under the Securities Act of 1933, as amended (the "Securities
Act"), or under any state securities laws, and are being offered and sold in
reliance upon federal and state exemptions for transactions not involving any
public offering;
(f) Consultant is an accredited investor within the meaning of Rule 501(a)
of Regulation D under the Securities Act;
(g) Consultant and each natural person who, directly or indirectly, is a
beneficial owner of an ownership interest in Consultant has received certain
information concerning the Common Stock and the Company, including, without
limitation, copies of the Company's filings with the Securities and Exchange
Commission, and has had the opportunity to obtain additional information as
desired in order to evaluate the merits and the risks inherent in holding the
Common Stock;
(h) Consultant and each natural person who, directly or indirectly, is a
beneficial owner of an ownership interest in Consultant is able to bear the
economic risk and lack of liquidity inherent in holding the Common Stock;
(i) Consultant and each natural person who, directly or indirectly, is a
beneficial owner of an ownership interest in Consultant acting on his or its own
behalf or in conjunction with his or its duly authorized legal, financial or
other advisors, has such knowledge and experience in financial and business
matters that he or it is capable of evaluating the merits and risks of the
prospective investment in the Shares; and
(j) Consultant has relied solely upon its own knowledge and experience and
the advice of its own legal, financial or other advisors with regard to the
legal, investment, tax and other considerations involved in deciding to acquire
the Company's Common Stock as compensation for its services.
9. The Company's Representations and Warranties. The Company represents and
warrants to Consultant that the shares of Common Stock to be issued pursuant to
this Agreement have been duly authorized and, when the shares of Common Stock
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delivered as contemplated hereby, will be validly issued, fully paid and
non-assessable and will not be subject to any preemptive or similar rights. The
Company shall at all times during the term of this Agreement reserve and keep
available, solely for issuance and delivery pursuant to this Agreement, a number
of authorized shares of Common Stock equal to the number of shares of Common
Stock which may issued pursuant to section 3. The Company further represents and
warrants to Consultant that it is a corporation duly organized and validly
existing under the laws of the State of Delaware and that the execution and
delivery of this Agreement, and the performance by the Company of its
obligations hereunder, have been duly authorized by proper corporate action on
the part of the Company and that this Agreement is legal, valid and binding
obligation of the Company, enforceable against the Company according to its
terms.
10. Additional Covenants of Consultant. Consultant covenants to the Company
that (a) the representations and warranties set forth in section 7(a), (b) and
(c) will be true and correct as of the date of this Agreement and the date that
the Common Stock is issued, and (b) the representations and warranties set forth
in section 7(d), (e), (f), (g), (h), (i) and (j) will be true and correct at any
time that the Company issues Common Stock pursuant to section 3.
11. Specific Performance. Consultant acknowledges and agrees that
irreparable injury to the Company may result in the event Consultant breaches
any covenant and agreement contained in section 6 and that the remedy at law for
the breach of any such covenant will be inadequate. Therefore, if Consultant
engages in any act in violation of the provisions of section 6, Consultant
agrees that the Company shall be entitled, in addition to such other remedies
and damages as may be available to it by law or under this Agreement, to
injunctive relief to enforce the provisions of section 6; provided, however,
nothing herein shall deprive Consultant of the right to contest the granting of
any injunction.
12. Governing Law; Construction. This Agreement shall be governed by and
construed in accordance with the laws of the State of California (regardless of
such State's conflict of laws principles), and without reference to any rules of
construction regarding the party responsible for the drafting thereof. This
Agreement shall be construed without reference to any rules of construction
regarding the party responsible for drafting thereof.
13. Waiver. The failure of any party to insist, in any one or more
instances, upon performance of any of the terms or conditions of this Agreement,
shall not be construed as a waiver or a relinquishment of any right granted
hereunder for the future performance of any such term, covenant or condition.
14. Notice. All notices and other communications given or made pursuant to
this Agreement shall be in writing and shall be deemed to have been duly given
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or made upon receipt, if delivered personally, on the third business day
following deposit in the U.S. mail if mailed by registered or certified mail
(postage prepaid, return receipt requested) to the parties at the following
addresses (or at such other address for a party as shall be specified by like
changes of address) or the next business day following electronic transmission
to the telecopier number specified below with receipt acknowledged:
If to the Company: Coyote Network Systems, Inc.
0000 Xxxx Xxxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, XX 00000
Attn: President
Facsimile: 000-000-0000
If to Consultant: KRJ, LLC
x/x Xxxxx & Xxxxxxxxxxx XXX
Xxxx: Xxxxxx Xxxxxx, Esq.
000 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Facsimile: 000-000-0000
15. Severability. Any term or provision of this Agreement that is invalid
or unenforceable in any situation in any jurisdiction shall not affect the
validity or enforceability of the remaining terms and provisions of this
Agreement or the validity or enforceability of the offending term or provision
in any other situation or in any other jurisdiction. If the final judgment of a
court of competent jurisdiction declares that any term or provision of this
Agreement is invalid or unenforceable, the parties hereto agree that the court
making the determination of invalidity or unenforceability shall have the power
to reduce the scope, duration or area of the term or provision, to delete
specific words or phrase or to replace any invalid or unenforceable term or
provision with a term or provision that is valid or enforceable and that comes
closest to expressing the intention of the invalid or unenforceable term or
provision, and this Agreement shall be enforceable as so modified after the
expiration of the time within which the judgment may be appealed.
16. Miscellaneous.
(a) This Agreement may be amended only by an agreement in writing signed by
all of the parties hereto.
(b) This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, successors, assigns and beneficiaries
in interest. Neither party may assign this Agreement without the prior written
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consent of the other party; provided, however, nothing herein shall limit the
ability of Consultant to assign its compensation hereunder to any third party
subject to compliance under all applicable securities laws.
(c) This Agreement may be executed in counterparts, each of which shall be
deemed an original, but both of which taken together shall constitute one and
the same instrument.
(d) The Company will indemnify Consultant against any third party claims
that might arise as a result of Consultant's authorized use of any information
provided by the Company in connection herewith.
IN WITNESS WHEREOF, this Agreement has been entered into as of the day and
year first above written.
COYOTE NETWORK SYSTEMS, INC.
BY /s/ Xxxxxx X. Xxxxxx
---------------------------
Name Xxxxxx X. Xxxxxx
Its President
KRJ, LLC
BY /s/ Xxxxx X. Xxxxx
---------------------------
Name Xxxxx X. Xxxxx
Its Managing Member
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ESCROW AND INDEMNIFICATION AGREEMENT
THIS ESCROW AND INDEMNIFICATION AGREEMENT (the "Agreement") is made as
of January 26, 2000 by and among REINHART, BOERNER, VAN DEUREN, XXXXXX &
XXXXXXXXXX, P.C., as escrow agent (the "Escrow Agent"), COYOTE NETWORK SYSTEMS,
INC., a Delaware corporation (the "Company") and KRJ, LLC, a Delaware limited
liability company (the "the Consultant").
RECITAL
The Company and the Consultant are parties to that certain Consulting
Agreement dated as of January 26, 2000 (the "Consulting Agreement") and,
pursuant thereto, the Company has issued to the Consultant, and the Consultant
has agreed to place into escrow, 1,250,000 shares of the Company's Common Stock,
par value $1.00 per share (the "Shares"), with delivery of the Shares to the
Consultant to occur upon the occurrence of certain events set forth in section
3(b) of the Consulting Agreement.
AGREEMENTS
In consideration of the Recital and the mutual promises and agreements
set forth herein, the parties hereto agree as follows:
1. Acknowledgment of Receipt of Consulting Agreement. The Escrow Agent
hereby acknowledges receipt of a copy of the Consulting Agreement but, except
for reference thereto for definitions of certain words or terms not defined
herein, the Escrow Agent is not charged with any duties or responsibilities
thereunder. Capitalized terms used herein without definition shall have the
meanings designated for them in the Consulting Agreement unless the context
requires otherwise. This Agreement shall become effective upon receipt by the
Escrow Agent of the Shares.
2. Escrow. The Shares shall be deposited into escrow on or before
February 10, 2000, and the Escrow Agent agrees to hold the Shares until such
time as it is required to deliver or return the Shares in accordance herewith.
The Escrow Agent shall release from escrow and deliver, by certified mail within
five days, the Shares in whole or in part to the Consultant or its designee upon
receipt by the Escrow Agent of a direction and/or certification signed by a
manager of the Consultant (with a copy provided to the Company) that the
1
applicable condition(s) of section 3(b) of the Consulting Agreement have been
satisfied. The Escrow Agent shall be under no duty to determine whether
Consultant's certification is accurate, such duty being solely upon the Company
to timely challenge in writing any such certification. The Escrow Agent shall
return any remaining Shares to the Company or its designee upon receipt by the
Escrow Agent of a direction and/or certification of a manager of the Consultant
and an officer of the Company that such Shares shall be so returned to the
Company or upon order of a court of competent jurisdiction.
3. Voting Rights and Dividends. The Consultant shall be entitled to
exercise, in the Consultant's sole discretion, the voting power with respect to
the Shares in respect of the election of directors and all other matters and to
receive and retain for its own account any and all payments, proceeds,
dividends, distributions, monies, compensation, property, assets, instruments or
rights, paid, issued or distributed from time to time in respect of the Shares.
4. Provisions Relating to the Escrow Agent.
(a) Standard of Care. The Escrow Agent shall have the duty to exercise
reasonable care in the custody and preservation of any Shares in its possession,
which duty shall be fully satisfied if the Escrow Agent maintains safe custody
of such Shares.
(b) Notification of Consultant. The Escrow Agent shall have no further
obligation to ascertain the occurrence of, or to notify the Consultant with
respect to, any events and shall not be deemed to assume any such further
obligation as a result of the establishment by the Escrow Agent of any internal
procedures with respect to any securities in its possession, nor shall the
Escrow Agent shall be deemed to assume any other responsibility for, or
obligation or duty with respect to, any Shares, or the use of any Shares, of any
nature or kind, or any matter or proceedings arising out of or relating thereto,
including any obligation or duty to take any action to collect, preserve or
protect the Consultant's rights in the Shares, but the same shall be at the
Consultant's sole risk and responsibility at all times.
(c) Liability. In performing any duties under the Escrow Agreement,
the Escrow Agent shall not be liable to any party for damages, losses, or
expenses, except for gross negligence or willful misconduct on the part of the
Escrow Agent. The Escrow Agent shall not incur any such liability for (i) any
act or failure to act made or omitted in good faith, or (ii) any action taken or
omitted in reliance upon any instrument, including any written statement or
certification provided for in this Agreement that Escrow Agent shall in good
faith believe to be genuine, nor will Escrow Agent be liable or responsible for
2
forgeries, fraud, impersonations, or determining the scope of any representative
authority. In addition, Escrow Agent may consult with the legal counsel in
connection with Escrow Agent's duties under this Agreement and shall be fully
protected in any act taken, suffered, or permitted by Escrow Agent in good faith
in accordance with the advice of counsel. Escrow Agent is not responsible for
determining and verifying the authority of any person acting or purporting to
act on behalf of any party to this Agreement.
(d) Controversies. If any controversy arises between the parties to
this Agreement, or with any other party, concerning the subject matter of this
Agreement, its terms or conditions, Escrow Agent will not be required to
determine the controversy or to take any action regarding it. Escrow Agent may
hold all documents and funds and may wait for settlement of any such controversy
by final appropriate legal proceedings or other means as, in Escrow Agent's
discretion, Escrow Agent may be required, despite what may be set forth
elsewhere in this Agreement. In such event, Escrow Agent will not be liable for
interest or damage. Furthermore, Escrow Agent may at its option, file an action
of interpleader requiring the Parties to answer and litigate any claims and
rights among themselves. Escrow Agent is authorized to deposit with the clerk of
the court all documents and funds held in escrow, except all costs, expenses,
charges and reasonable attorney fees incurred by Escrow Agent due to the
interpleader action and which the Parties jointly and severally agree to pay.
Upon initiating such action, Escrow Agent shall be fully released and discharged
of and from all obligations and liability imposed by the terms of this
Agreement.
(e) Release and Indemnification. The Company and the Consultant hereby
release the Escrow Agent, and its officers, directors, employees and agents,
from any claims, causes of action and demands at any time arising out of or with
respect to this Escrow Agreement, the Shares and/or any actions taken or omitted
to be taken by the Escrow Agent with respect thereto (except, in the case of the
Escrow Agent, such claims, causes of action and demands arising from the gross
negligence or willful misconduct of the Escrow Agent), and the Company and the
Consultant hereby jointly and severally agree to hold the Escrow Agent and its
officers, directors, employees and agents harmless from and with respect to any
and all such claims, causes of action and demands (except such claims, causes of
3
action and demands arising from the gross negligence or willful misconduct of
the Escrow Agent). The right of the Escrow Agent to indemnification hereunder
shall survive its resignation or removal as Escrow Agent and shall survive the
termination of this Agreement for any reason.
(f) Resignation. Escrow Agent may resign at any time upon giving at
least thirty (30) days' written notice to the parties; provided, however, that
no such resignation shall become effective until the appointment of a successor
escrow agent which shall be accomplished as follows: the parties shall use their
best efforts to mutually agree on a successor escrow agent within thirty (30)
days after receiving such notice. If the parties fail to agree upon a successor
escrow agent within such time, Escrow Agent shall have the right to appoint a
successor escrow agent. The successor escrow agent shall execute and deliver an
instrument accepting such appointment and it shall, without further acts, be
vested with all the estates, properties, rights, powers, and duties of the
predecessor escrow agent as if originally named as escrow agent. Escrow Agent
shall upon such appointment be discharged from any further duties and liability
under this Agreement.
5. Fees. The Escrow Agent shall not be entitle to receipt of fees for
the services rendered hereunder; provided, however, all out-of-pocket costs and
expenses (excluding costs of litigation) of the Escrow Agent with respect to the
services rendered hereunder shall be paid by the Company. The Escrow Agent shall
invoice the Company directly for such cost and expenses. In the event that the
Escrow Agent renders any service not provided for this Agreement, or if the
parties request a substantial modification of its terms, or if any controversy
arises, or if the Escrow Agent is made a party to, or intervenes in, any
litigation pertaining to this escrow or its subject matter, the Escrow Agent
shall be reasonably compensated for such extraordinary services and reimbursed
for all costs, attorney's fees, including allocated costs of in-house counsel,
and expenses occasioned by such controversy or litigation and the Escrow Agent
shall have the right to retain all documents and/or other things of value at any
time held by the Escrow Agent pursuant to this Agreement until such
compensation, fees, costs, and expenses are paid.
6. Termination of Escrow. The Shares shall be retained by the Escrow
Agent until distributed to the appropriate party or parties pursuant to the
terms of this Agreement, at which time this Agreement shall be terminated.
7. Address for Notices. Any notice or other communication required or
permitted to be given to the parties hereunder shall be in writing and shall be
deemed to have been given if delivered in person by commercial courier, or two
business days after mailing by Federal Express or similar express delivery
4
service, addressed as follows (or at such other address as the addressed party
may have substituted by notice pursuant to this section):
If to the Company: Coyote Network Systems, Inc.
0000 Xxxx Xxxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, XX 00000
Attn: President
Facsimile: 000-000-0000
If to Consultant: KRJ, LLC
x/x Xxxxx & Xxxxxxxxxxx XXX
Xxxx: Xxxxxx Xxxxxx, Esq.
000 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Facsimile: 000-000-0000
If to the Escrow Agent:
Reinhart, Boerner, Van Deuren,
Xxxxxx & Xxxxxxxxxx, P.C.
Attn: Xxxxxxx X. Xxxxxxxx, Esq.
0000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Facsimile: 000-000-0000
8. Successors and Assigns. This Agreement is binding upon and shall
inure to the benefit of the respective parties hereto and their respective
heirs, executors, administrators, successors and assigns; provided, however,
that any heirs, executors, administrators, successors and assigns shall only be
liable for any liabilities hereunder to the extent of the value of the property
or assets received from their respective predecessor in interest.
9. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without reference to
conflicts of laws principles.
10. Amendments. Any provision of this Agreement may be amended only by
agreement in writing signed by all of the signatories hereto.
11. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
COYOTE NETWORK SYSTEMS, INC.
BY ______________________________
Name _________________________
Its _________________________
KRJ, LLC
BY ______________________________
Name _________________________
Its _________________________
REINHART, BOERNER, VAN DEUREN,
XXXXXX & XXXXXXXXXX, P.C.
BY ______________________________
Name _________________________
Its _________________________
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