Exhibit k.2

EQUISERVE(R)

June 21, 2002

Franklin Loffer
MeVC Draper Fisher Jurvetson Fund One
991 Folsom Street
San Francisco, CA  94107

Dear Franklin:

As you know, EquiServe, Inc., formerly EquiServe Limited Partnership,
("EquiServe") has been providing your transfer agency and related record keeping
services since 1998, when ( State Street Bank & Trust Company ("State Street")
transferred its stock transfer operations to EquiServe and became one of its
owners. As announced earlier this year, DST Systems, Inc. ("DST"), one of the
owners of EquiServe, has acquired EquiServe from State Street and its other
owners. EquiServe is now a wholly-owned subsidiary of DST. DST is the leading
provider of transfer agency services to the mutual fund industry, and is
committed to the future of EquiServe and the continued delivery of quality
transfer agency and record keeping services to you without interruption.

Due to DST's purchase of State Street's interest in EquiServe, State Street will
no longer serve as record transfer agent. EquiServe's wholly owned, federally
charted trust company, EquiServe Trust Company, NA, ("EquiServe Trust"), will
take the place of State Street as transfer agent of record for EquiServe's
customers.

Since the transfer of State Street's operations to EquiServe in 1998, EquiServe
and State Street have been working on the transition to EquiServe Trust by
contacting customers to obtain formal board resolutions confirming appointment
of EquiServe Trust as transfer agent of record It is important that we obtain a
simple acknowledgement of this transition from you now. We need your
acknowledgement so that we can continue to move forward with actions such as
systems modifications and changes in any forms or other documents required to
correctly indicate that EquiServe Trust is the named transfer agent and that
EquiServe, Inc. is actually performing that function for your company.

Accordingly, please have an authorized person sign the acknowledgement below and
fax to Shirley Dowling at (781) 575-2152 as soon as possible and return the
original to your EquiServe account manager by mail so we can continue with the
necessary actions mentioned above.

Please call your EquiServe account manager if you have any questions about the
transition.

Sincerely,

EquiServe, Inc.                           meVC Draper Fisher Jurvetson Fund One

By /s/                                    By /s/  Franklin Loffer
   ------------------------------------      -----------------------------------
   Authorized Representative                 Authorized Representative

150 Royall Street
Canton, MA  02021



EQUISERVE

I hereby acknowledge the appointment of EquiServe Trust Company, N.A. as the
successor transfer agent to State Street Bank and Trust Company.

By: /s/ Franklin Loffer                   this 28th day of  June 2002
    -----------------------------
Name: Franklin Loffer
Title: ___________________________________