Exhibit 10.11 Remarketer Agreement
THIS AGREEMENT is effective as of the 15th day of June, 1997 (the "Effective Date"), by and between
Minerva Systems, Inc. (hereinafter "Minerva"), a video products manufacturer having its principal offices at 3801
Zanker Road, San Jose, CA 95134 and Celerity Systems Inc. (hereinafter "Remarketer"), a video
products/services supplier having principal office at 9051 Executive Park Drive, Knoxville, TN 37923.
WHEREAS, Minerva manufactures certain compression equipment and produces certain computer software
programs compatible with such compression equipment, which Minerva is willing to provide to Remarketer on
the terms and conditions set forth herein; and
WHEREAS, Remarketer has an established channel of distribution to market such compression equipment and
computer programs to end-users and/or systems integrators;
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto agree as
SECTION 1 DEFINITIONS
1.1 "Agreement." This Remarketer Agreement, including any and all Exhibits attached hereto.
1.2 "Compression Equipment." The computer hardware products (including all models, conversions, elements,
and accessories) listed in the attached Exhibit A as amended from time to time to include new products.
1.3 "Customer." A customer of Remarketer for Products.
1.4 "Documentation." The documentation provided to Remarketer for Remarketer's use in creating an End-User
Installation and Operations Guide.
1.5 "End-User License Agreement." The agreement under which Remarketer grants an end-user Customer the
right and license to use Licensed Programs as part of an OEM Product. The End-User License Agreement shall
contain, at a minimum, terms and conditions substantially similar to those set forth in Exhibit B hereto.
1.6 "Upgrade(s)." Computer program modifications or additions, other than Maintenance Modifications, that
provide new functions or alterations of functionality of the Licensed Programs.