<PAGE>
                                                                   EXHIBIT 10.11

                   SOFTWARE LICENSE AND DISTRIBUTION AGREEMENT

               THIS SOFTWARE LICENSE AND DISTRIBUTION AGREEMENT (this
"Agreement") is effective as of this ______ day of ___________, 2003 by and
between ___________________________, a ________________ limited liability
company ("NEXVU") and __________________________ ("RESELLER").

                                    RECITALS

         A. RESELLER is a Value Added Reseller specializing in
______________________.

         B. NEXVU. has developed a solution that monitors, evaluates, and
recommends ways to improve the performance of computer based business
applications and the productivity of those who use these applications.

         C. RESELLER believes that the solutions that NEXVU offers would enhance
the experience of its customers and desires to offer NEXVU products to the end
users through its marketing and sales force.

         D. NEXVU desires to increase the number of users of the NEXVU product
and believes that granting RESELLER certain rights to promote, market and sell
NEXVU product within its network of customers will add a substantial number of
users to NEXVU's current customer base.

         NOW, THEREFORE, for and in consideration of the foregoing, and the
mutual promises, covenants and considerations contained herein, the parties
hereto agree as follows:

         1. Use and Distribution Rights. Subject to the terms and conditions
contained herein, NEXVU hereby grants to RESELLER, a non exclusive, non
transferable limited license and right to market, promote, and sell NEXVU
Product only to the end users. In furtherance thereof, NEXVU hereby grants to
RESELLER a non exclusive, non transferable license to use the NEXVU Product, in
object code format, for marketing, promotional, demonstration, and support
purposes.

         2. RESELLER Revenue Attainment Goals. In return for NEXVU authorizing
RESELLER to purchase at a discount, market, promote and sell NEXVU product to
RESELLER end users, RESELLER agrees to meet certain revenue objectives. Unless
specifically identified in Exhibit A, all revenue objectives articulated in this
document refer to net revenue to NEXVU. Hardware revenues generated from the
sale of NEXVU appliances are not calculated when establishing RESELLER revenue
attainment.

         3. End user Use of NEXVU Product. In connection with the sale and
distribution of the NEXVU Product to an end user, RESELLER shall require each
end user to enter into an end user license agreement (whether in "shrink wrap",
"click wrap" or other form) prior to using the NEXVU Product. RESELLER shall not
make any agreement, statement or take any other action


                                       1
<PAGE>

in connection with a sale of a NEXVU Product that purports to expand, limit or
otherwise change any of NEXVU's product warranties, available remedies,
disclaimers and limitations of product liability as set forth herein or in
NEXVU's standard end user license agreement.

         4. Restrictions on Use and Distribution Rights.

                  (a) RESELLER may not in any way sell, lease, rent, license,
         transfer, transmit, sublicense or otherwise distribute the NEXVU
         Product or any part thereof or the right to use the NEXVU Product or
         any part thereof to any person or entity other than an end user.

                  (b) RESELLER shall not nor permit any employee or agent to
         disassemble, decompile, decrypt or otherwise reverse engineer the NEXVU
         Product, or in any way attempt to learn the source code, structure,
         algorithms or ideas underlying the NEXVU Product.

                  (c) RESELLER shall not customize, modify, enhance or otherwise
         change the NEXVU Product, or create derivative works based upon the
         NEXVU Product, except as authorized by NEXVU in writing.

                  (d) RESELLER shall not use, copy or distribute (in whole or in
         part) the NEXVU Product or make the NEXVU Product available to
         unauthorized third parties.

                  (e) Any right or license not expressly granted to RESELLER is
         reserved to NEXVU. Except as expressly set forth herein, no express or
         implied license is granted to RESELLER to use, receive, reproduce,
         copy, market sell, distribute, license, sublicense, lease, timeshare,
         or rent the NEXVU Product or any part thereof.

                  (f) RESELLER shall not purchase, use, copy or distribute NEXVU
         product from any source other than a NEXVU authorized Distributor or
         NEXVU directly. In addition, RESELLER must be approved by a NEXVU
         authorized Distributor in order to sell NEXVU product to an End-User.

         5. RESELLER's Marketing and Customer Support Activities.

                  (a) RESELLER shall use its reasonable best effort to promote
         and sell the NEXVU Product to the end users. RESELLER shall create and
         distribute to its customer base promotional material and advertisements
         regarding the NEXVU Product.

                  (b) Within thirty (30) days of the date hereof, RESELLER shall
         submit to NEXVU a marketing plan for the sale of the NEXVU Product to
         RESELLER's customer base for NEXVU's approval. RESELLER's shall make
         such changes to the marketing plan as NEXVU may reasonable request.

                  (c) RESELLER shall submit to NEXVU, at least ten (10) days
         prior to the first proposed use thereof, a copy of all advertising and
         promotional materials for the


                                       2
<PAGE>

         NEXVU Product, and all other material proposed to be used in the offer
         or sale of the NEXVU Product (including any images, pictures or other
         content posted on RESELLER's Website). RESELLER must obtain NEXVU's
         written consent to use such advertising, material and content (which
         consent shall not be unreasonably withheld or delayed) and may not
         revise or amend such materials or content without prior written
         approval of NEXVU except to the extent any such revision or amendment
         does not materially change such materials or content and does not alter
         the portrayal or use of any of the NEXVU's trademarks.

                  (d) RESELLER shall make no representations, warranties or
         claims regarding the NEXVU Product which are false, misleading or
         inconsistent with the representations, warranties or descriptions
         provided by NEXVU. RESELLER shall not make any agreement, statement or
         take any other action in connection with a sale of a NEXVU Product that
         purports to expand, limit or otherwise change any of NEXVU's product
         warranties, available remedies, disclaimers and limitations of product
         liability as set forth herein or in NEXVU's standard end user license
         agreement.

                  (e) RESELLER shall not be required to provide service and
         support to the end users, including telephone and web based support to
         end users.

                  (f) In performing its obligations under this Agreement,
         RESELLER shall at all times comply with the provisions of applicable
         federal, state and local laws and regulations.

         6. Co Branding. NEXVU hereby grants RESELLER the right to co brand the
NEXVU Product in connection with offering them to the end users. Co branding
shall mean the use of the product name that RESELLER and NEXVU mutually agree
upon to remarket the NEXVU Product to the end users, followed by the use of
NEXVU's name in a phrase such as "Powered by NEXVU". The parties shall mutually
agree on the language, marks, names, logos and other matters concerning the co
branding of the NEXVU Product.

Press Releases. Neither of the parties shall, without the prior approval of the
other, make any press release or other public announcement concerning the
transactions contemplated by this Agreement.

RESELLER agrees to participate in NEXVU public relations initiatives, including
news releases, media interviews, and/or trade show appearances. RESELLER also
agrees to allow NEXVU to use its name as a customer reference in news releases,
Web site materials, and in press interviews.

         7. Fees and Payment.

                  (a) RESELLER agrees to pay its NEXVU Authorized Distributor
         for Product(s) sold by RESELLER to Distributor net thirty (30) days.
         Distributor shall have no obligation to ship Products where any amount
         of RESELLER obligation to Distributor is past due or where RESELLER is
         otherwise in default of any of its obligations to



                                       3
<PAGE>

         Distributor or NEXVU hereunder in any material respect. Distributor
         shall have no liability to RESELLER for failure to supply any Product
         for lack of payment.

                  (b) In connection with the sale of the NEXVU Product to an end
         user, RESELLER shall cause the end user to pay the agreed upon price
         directly to RESELLER. RESELLER also agrees to pay NEXVU or the NEXVU
         authorized distributor for the product at the agreed upon
         pricing/discount schedule set forth and stated in Exhibit A.

         8. Protection of Proprietary Information.

                  (a) NEXVU retains all right, title and interest in and to the
         NEXVU Product, and any patent, copyright, trade secret, trademark,
         service mark or other intellectual property or proprietary rights in
         the NEXVU Product (the "NEXVU Property"). NEXVU grants only those
         rights and licenses expressly provided for in this Agreement and does
         not thereby transfer any title or ownership interest in the NEXVU
         Property. Except as agreed by NEXVU in connection with the co branding
         as contemplated by Section 5, RESELLER shall not remove or alter, or
         cause or allow to be removed or altered, any trademark, trade name,
         service mark, copyright notice or other proprietary rights notice or
         legend appearing in or on any of the NEXVU Property. RESELLER shall not
         register or attempt to register any of NEXVU's trademarks, service
         marks, logos, domain names or brands, or substantially or confusingly
         similar trademarks, logos, domain names or brands, anywhere in the
         world.

                  (b) RESELLER recognizes the validity of NEXVU's trademarks and
         trade names (collectively, the "Trademarks") and acknowledges that such
         Trademarks are the sole property of NEXVU. Except for the limited
         rights set forth in Section 4(c), RESELLER is not being granted or
         conveyed any license or proprietary rights in such Trademarks
         hereunder, and shall not infringe upon, dilute or harm NEXVU's rights
         in its Trademarks. RESELLER shall not use any Trademarks in connection
         with the sale, marketing and promotion of the NEXVU Products other than
         those used by NEXVU or its supplier or authorized by NEXVU in writing.
         RESELLER shall not use the Trademarks in any manner without submitting
         such proposed use to NEXVU and obtaining prior written approval thereof
         from NEXVU (which consent shall not be unreasonably withheld or
         delayed).

                  (c) Upon any termination of the Agreement, RESELLER agrees to
         discontinue immediately all use of the Trademarks and to destroy or
         deliver to NEXVU (at NEXVU's election) all advertisements, brochures,
         displays, designs, posters, and, other promotional materials in
         RESELLER possession or control that contain any such Trademark or that
         refer to the NEXVU Product.



                                       4
<PAGE>

         9. Mutual Confidentiality

                  (a) Each party acknowledges that both NEXVU and RESELLER offer
         commercially valuable products respectively, and the design and
         development of which reflects the effort of skilled experts, the
         investment of considerable time and money and that the loss of
         competitive advantage due to unauthorized disclosure or unauthorized
         use of any Trade Secrets (as defined herein) and other Confidential
         Information (as defined herein) relating thereto is significant.
         Accordingly, each party covenants and agrees that it shall not, without
         the prior written consent of the other or as set forth herein, directly
         or indirect, disclose, in whole or in part, any Trade Secrets or
         Confidential Information of the other to any individual, entity or
         other third person. The restrictions set forth herein shall continue
         (i) with respect to the Trade Secrets and any Confidential Information
         which arises to the level of a Trade Secret, for as long as such
         information continues to be a Trade Secret under applicable law, and
         (ii) with respect to all other Confidential Information, for a period
         of three (3) years after the date of expiration or termination of this
         Agreement.

                  (b) Neither party shall have any obligation to preserve the
         confidentiality of the Trade Secrets or Confidential Information of the
         other to the extent it is information which: (i) was previously known
         to the other free of any obligation to keep it confidential; (ii) is or
         becomes publicly available by other than unauthorized disclosure; or
         (iii) is lawfully received from a third party whose disclosure does not
         violate any confidentiality obligation.

                  (c) "Confidential Information" means any data or information
         that is provided or obtained from one party hereunder to the other
         party, and that is valuable to the disclosing party or its owner and
         not generally known by the public. "Trade Secrets" means any
         information provided or obtained from one party hereunder to the other
         party which: (i) derives economic value, actual or potential, from not
         being generally known to, and not being readily ascertainable by proper
         means by, other persons who can obtain economic value from its
         disclosure or use; and (ii) is the subject of efforts that are
         reasonable under the circumstances to maintain its secrecy.

         10. Disclaimer of Warranties. NEXVU MAKES NO REPRESENTATION, WARRANTY
OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH,
AVAILABILITY, ACCURACY OR COMPLETENESS OF THE NEXVU PRODUCT OR ANY CONTENT
CONTAINED THEREIN. NEXVU DOES NOT REPRESENT OR WARRANT THAT: (I) THE USE OF THE
NEXVU PRODUCT WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR FREE OR OPERATE IN
COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (II) THE NEXVU
PRODUCT WILL MEET RESELLER' REQUIREMENTS OR EXPECTATIONS, (III) ERRORS OR
DEFECTS WILL BE CORRECTED OR (IV) THE SOFTWARE PROGRAM OR THE SERVER(S) THAT
MAKE THE DATA FEED SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS. THE NEXVU PRODUCT AND ALL CONTENT CONTAINED THEREIN IS PROVIDED TO
YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND
WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,


                                       5
<PAGE>

INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE OR NON INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY
DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY NEXVU.

         11. Limitation of Liability.

                  (a) RESELLER agrees that neither NEXVU nor any of its
         distributors shall have any liability to RESELLER, whatsoever, for any
         damage, expense or loss of any kind, under any theory of liability or
         indemnity, in connection with or arising from:

                           (i) Any decision made or action or non action taken
                  by such person in reliance upon the NEXVU Product.

                           (ii) service interruptions;

                           (iii) delays or errors;

                           (iv) unavailability or inaccuracy of any content or
                  information from the NEXVU Product;

                           (v) computer viruses, hacker intrusion or other
                  digital hazards;

                           (vi) any circumstances beyond the reasonable control
                  of NEXVU.

                  (b) In no event shall NEXVU or its distributors be liable to
         RESELLER for any indirect, special, incidental, consequential or
         punitive damages (including without limitation, loss of profits, loss
         of data, loss of goodwill, work stoppage, computer failure or
         malfunction, or interruption of business), regardless of whether NEXVU
         or any of its service providers have been advised of the possibility of
         such damages.

                  (c) The total liability of NEXVU or any of its distributors
         for any liability, losses, expenses or damages hereunder or in
         connection with RESELLER or the end user's use of the NEXVU Product,
         under any circumstances whatsoever, shall not exceed the purchase price
         by RESELLER to NEXVU for any part of the NEXVU Product during the
         twelve (12) months preceding the claim for such liability, loss,
         expense or damage. In no event shall NEXVU or any of its distributors
         be liable to RESELLER for any losses or damages other than the amount
         referred to above. To the extent any of the limitations of liability
         provided in this section are restricted by applicable law in certain
         jurisdictions, such limitations of liability shall not apply in such
         jurisdictions to the extent of such restrictions.

         12. Term and Termination



                                       6
<PAGE>


                  (a) Term. The term of this Agreement shall be one year from
         the date hereof, and shall automatically renew for successive one year
         periods unless terminated by either party upon thirty days prior
         written notice to the end of the then current term.

                  (b) Early Termination. Without prejudice to any other
         remedies, either party shall have the right at any time by giving
         notice to the other to terminate the Agreement forthwith in any of the
         following events:

                           (i) If the other party commits a material breach of
                  any of the terms or conditions of this Agreement and fails to
                  cure such breach within sixty (60) days after delivery of
                  notice thereof; or

                           (ii) If the other party becomes insolvent, makes a
                  general assignment for the benefit of creditors, suffers or
                  permits an appointment of a receiver for its business or
                  assets, becomes subject to any proceedings under any
                  bankruptcy or insolvency law, whether domestic or foreign, and
                  in the case of any involuntary proceeding, such proceeding is
                  not dismissed within sixty (60) days from the filing thereof,
                  or is liquidated, voluntarily or otherwise.


                  (c) Post Termination Obligation. Upon termination or
         expiration of this Agreement for any reason: (i) all rights and
         licenses granted to RESELLER for resell will immediately cease; (ii)
         RESELLER shall return, or certify the destruction or removal of, all
         copies of the NEXVU Product in its possession (whether modified or
         unmodified); and (iii) all invoices and any other monies due to NEXVU
         by RESELLER shall remain due and payable in accordance with the terms
         hereof.

                  (d) Survival of Terms. Upon termination or expiration of this
         Agreement, and in addition to any provisions that expressly provide to
         survive any termination of this Agreement, the provisions of Sections
         8, 9, 10, 11, 12 and 13 shall continue and survive in full force and
         effect.

         13. General Provisions.

                  (a) Assignment. No portion of this Agreement may be assigned
         or transferred by RESELLER without the prior written consent of NEXVU,
         which consent shall not be unreasonably denied, and any attempt to do
         so without consent shall be null and void.

                  (b) Equitable Remedies and Specific Performance. Each party
         acknowledges that each provision in this Agreement providing for the
         protection of the other party's intellectual property and related Trade
         Secretes and Confidential Information is material to this Agreement.
         Each party acknowledges that any threatened or actual breach of the
         other party's proprietary rights or disclosure of the other's
         Confidential Information shall constitute immediate, irreparable harm
         to the non disclosing party, for which such party shall be entitled in
         equitable remedies awarded by a court of competent jurisdiction.



                                       7
<PAGE>

                  (c) Binding Agreement. This Agreement shall be binding upon
         and inure to the benefit of the parties, their legal representatives,
         permitted transferees, and their respective successors and assigns.

                  (d) Severability. Any provision of this Agreement held or
         determined by a court (or other legal authority) of competent
         jurisdiction to be illegal, invalid, or unenforceable in any
         jurisdiction shall be deemed separate, distinct and independent, and
         shall be ineffective to the extent of such holding or determination
         without (i) invalidating the remaining provisions of this Agreement in
         that jurisdiction or (ii) affecting the legality, validity or
         enforceability of such provision in any other jurisdiction.

                  (e) Notices. All legal notices under this Agreement required
         to be given hereunder shall be given in writing and shall be delivered
         either by hand, by certified mail return receipt requested, or by
         facsimile (with confirmation copy sent by certified mail) addressed to
         the receiving party at the address set forth below, or at such other
         address as may be designated from time to time.

                  (f) No Waiver. Any failure by either party to detect, protest,
         or remedy any breach of this Agreement shall not constitute a waiver or
         impairment of any such term or condition, or the right of such party at
         any time to avail itself of such remedies as it may have for any breach
         or breaches of such term or condition. A waiver may only occur pursuant
         to the prior written express permission of an authorized officer of the
         other party.

                  (g) Governing Law. This Agreement shall be governed by and
         construed in accordance with the laws of the State of Illinois without
         giving effect to conflicts of law. In any civil action by either party
         relating to this Agreement, the prevailing party shall recover from and
         be reimbursed by the other party for all costs, reasonable attorneys'
         fees, and related expenses.

                  (h) Entire Agreement. This Agreement constitutes the entire
         agreement and understanding of the parties with respect to the subject
         matter hereof, and is intended as the parties' final expression and
         complete and exclusive statement of contemporaneous agreement,
         representations, promises and understandings, whether written or oral,
         and may be amended or modified only by an instrument in writing signed
         by both parties.

                  (i) Relationship of Parties. The parties are independent
         contractors and not agents of each other. Neither party will have, and
         will not represent that it has, any authority to bind the other to any
         obligation, express or implied, or to make any warranties or
         representations on behalf of the other, except as expressly authorized
         in this Agreement. Each party is solely responsible for its employees
         and agents and its labor costs and expenses arising in connection
         therewith.

                  (j) Basis of Bargain. Each party recognizes and agrees that
         the warranty disclaimers and liability and remedy limitations in this
         Agreement are materially bargained for bases of this Agreement and that
         they have been taken into account and reflected in determining the
         consideration to be given by each party under this




                                       8
<PAGE>

         Agreement. The disclaimers and limitations reflect the parties'
         reasonable allocation of the risks associated with any performance or
         non performance under this Agreement, and have been included in this
         Agreement as a material inducement for NEXVU and RESELLER to enter into
         this Agreement.

         IN WITNESS WHEREOF, the parties have caused their duly authorized
officers to execute this Agreement as of the date the last party signs below.


NEXVU:                                   RESELLER:


---------------------------------        --------------------------------------
[Full Name of Company]                   [Full Name of Company]


By:                                      By:
   ------------------------------           -----------------------------------
Its:                                     Its:
    -----------------------------            ----------------------------------



                                       9
<PAGE>




                                    EXHIBIT A

                               PRODUCT DESCRIPTION

<Table>
<Caption>
                                                                   LIST PRICE*
                                                                   (TYPICAL) (SEE          RESELLER
                                                                   NEXVU CATALOG           COST OF NEXVU
MODEL            DESCRIPTION                                       FOR PRICING)            APPLIANCE
-----            -----------                                       --------------          -------------
<S>              <C>                                               <C>                     <C>
NEXVU            10/100/1000BT distributed agent appliance (2RU    USD $________           $________
Appliance        appliance)                                                                     $_____ for license
                                                                                                $_____ for Appliance
                                                                                                computing platform
                                                                                                (non-discountable)

NEXVU                                                                                      $________
Command          Manager Administrator appliance (1RU appliance)   USD $________                $_____ for license
Center                                                                                          $_____ for Command
                                                                                                Center computing platform
                                                                                                (non-discountable)

Support          Software maintenance support                                              85% of List Price of NEXVU
                                                                                           support maintenance.
</Table>


NEXVU will offer RESELLER a pricing schedule for sale of NEXVU product to
RESELLER resellers or end users in the territory assigned to RESELLER in Exhibit
B as follows

RESELLER shall purchase NEXVU Appliances from an Authorized NEXVU Distributor.
RESELLER shall not attempt to integrate, manufacture, or create an appliance by
loading NEXVU software onto any appliance other than that which is authorized by
NEXVU. MERIDIAN shall pay Distributor the total dollar amount owed for the
appliance, which shall in turn pay NEXVU for the software portion of the
product.

RESELLER may purchase NEXVU Appliance licenses at a 30% discount rate from the
suggested list price of the software portion of the Appliance. RESELLER shall
purchase this license from an authorized NEXVU Distributor as part of the
complete NEXVU Appliance. RESELLER shall pay the Distributor for the complete
appliance minus the 30% discount from the license. RESELLER may then resell the
NEXVU Appliance at a price not to exceed the suggested list price advertised by
NEXVU. RESELLER may not sell NEXVU Appliances to an end user for less than the
discounted rate identified in Exhibit A of this contract without written consent
from an authorized NEXVU agent.




                                       10
<PAGE>

RESELLER may purchase NEXVU Command Center licenses at a 30% discount rate from
the suggested list price of the software portion of the Appliance. RESELLER may
then resell the NEXVU Command Center at a price not to exceed the suggested list
price advertised by NEXVU. RESELLER shall purchase this license from an
authorized NEXVU Distributor as part of the complete NEXVU Command Center.
RESELLER shall pay the Distributor for the complete appliance minus the 30%
discount from the license. RESELLER may not sell NEXVU Command Centers to an end
user for less than the discounted rate identified in Exhibit A of this contract
without written consent from an authorized NEXVU agent.

RESELLER shall agree to sell an annual maintenance and support license for each
NEXVU Manager Appliance and each NEXVU Command Center Appliance that RESELLER
purchases regardless if this purchase is for internal use, or for an end user.
This maintenance fee will cover software releases and interim releases. It will
also cover front line technical support for RESELLER end users and customers
direct from NEXVU Technical support staff. This technical support will be based
upon an 8 to 5 (US Central time zone) model. This coverage will also include
email, voice mail, and other standard forms of communications for support and
maintenance of NEXVU products. NEXVU will offer this support license to RESELLER
at a 15% discount price from the suggested list price of the maintenance.

With regards to NEXVU offering RESELLER "Silver" level discount authorization
from NEXVU to RESELLER, RESELLER agrees to a revenue commitment of 1.5Million US
Dollars of NEXVU Software and support revenue. This one year/1.5 Million US
Dollar commitment will commence upon the signing of this agreement by an
authorized agent of NEXVU LLC. and RESELLER.

If RESELLER does not reach the one year 1.5 Million US Dollar commitment, Nexvu
may, at its option, change the discount authorization level as the sole remedy .

In the event that RESELLER achieves a NEXVU software/support revenue number of
1Million US Dollars within the first nine months of this agreement, then NEXVU
will extend an additional 5% discount to RESELLER on both NEXVU Appliance and
NEXVU Command Center and elevate the reseller status of RESELLER to Gold. From
time to time, NEXVU will offer special incentives or sales programs designed to
increase a distributor or resellers interest in selling NEXVU solutions. For the
duration of this contract, RESELLER will be eligible to participate in said
promotional activities in the territories assigned to RESELLER in Exhibit B
below.


*        Represents such amount designated below or such greater amount posted
         by Nexvu from time to time as its list price; pricing structure does
         not include installation or consulting.

**       No discount applies unless completed by Nexvu.


                                       11
<PAGE>


                                    EXHIBIT B

                   NEXVU TECHNOLOGIES, LLC. RESELLER AGREEMENT


Name of Reseller:
                 ---------------------------------------------------------------

Territory for Distribution of Products: United States of America
                                        ----------------------------------------

Exclusivity:

         1.       NEXVU shall not compete directly with customers of RESELLER
                  for the NEXVU Products that RESELLER is authorized to resell
                  for the duration of this contract. This exclusivity clause
                  does NOT extend to other authorized NEXVU Resellers or
                  Distributors.


Notwithstanding the rights under section 13, the sole remedy for violation of
the terms of Exhibit B shall be the termination of this agreement in full in
accordance with the termination rights outlined in Section 3 of this agreement.


                                       12