MEVC DRAPER FISHER JURVETSON FUND I INC, N-2, 1999-12-07

MEVC DRAPER FISHER JURVETSON FUND I INC
N-2, 1999-12-07

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 8, 1999
1933 ACT FILE NO. 333-
1940 ACT FILE NO. 814-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
------------------------------
FORM N-2

(Check Appropriate Box or Boxes)

<TABLE>
<S> <C>
/X/ REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

/ / Pre-Effective Amendment No.
/ / Post-Effective Amendment No.

/X/ REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940

/ / Amendment No.
</TABLE>

------------------------------
MEVC DRAPER FISHER JURVETSON FUND I, INC.

(Exact name of registrant as specified in charter)

991 FOLSOM STREET, SUITE 301
SAN FRANCISCO, CA 94107

(Address of Principal Executive Offices (Number, Street, City, State, Zip Code)
------------------------------

(800) 830-1822

(Registrant's Telephone Number, Including Area Code)
------------------------------

ANDREW E. SINGER
MEVC DRAPER FISHER JURVETSON FUND I, INC.
991 FOLSOM STREET, SUITE 301
SAN FRANCISCO, CA 94107

(Name and Address (Number, Street, City, State, Zip Code) of Agent For Service)
------------------------------

COPIES TO:

Michael J. Halloran
James P. Clough
Daniel L. Cullum
Paul C. McCoy
Pillsbury Madison & Sutro LLP
235 Montgomery Street, P.O. Box 7880
San Francisco, CA 94120-7880

(Registrant's Telephone Number, Including Area Code)
------------------------------

FEBRUARY , 2000

Approximate Date of Proposed Offering
------------------------------

If any securities being registered on this Form will be offered on a delayed
or continuous basis in reliance on Rule 415 under the Securities Act of 1933,
other than securities offered in connection with a dividend reinvestment plan,
check the following box. /X/

It is proposed that this filing will become effective (check appropriate
box):

/X/ when declared effective pursuant to Section 8(c).
------------------------------

CALCULATION OF REGISTRATION FEE UNDER THE SECURITES ACT OF 1933

<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT BEING OFFERING PRICE AGGREGATE AMOUNT OF
BEING REGISTERED REGISTERED PER SHARE OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $.01 par value......... 25,000,000 shares $20.00 $500,000,000 $132,000
</TABLE>

(1) Estimated solely for the purpose of computing the registration fee.
------------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS
EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
MEVC DRAPER FISHER JURVETSON FUND I, INC.

CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
NO. DESCRIPTION LOCATION
- --------------------- ---------------------------------- -------------------------------------------------
<S> <C> <C>
PART A--INFORMATION REQUIRED IN A PROSPECTUS

Item 1. Outside Front Cover Outside Front Cover

Item 2. Inside Front and Outside Back Inside Front and Outside Back Cover
Cover

Item 3. Fee Table and Synopsis Fee Table and Synopsis

Item 4. Financial Highlights Not Applicable

Item 5. Plan of Distribution Plan of Distribution

Item 6. Selling Shareholders Not Applicable

Item 7. Use of Proceeds Use of Proceeds

Item 8. General Description of the Outside Front Cover Page; Prospectus Summary;
Registrant Business; Risk Factors

Item 9. Management Management; Directors and Officers; The
Investment Adviser; The Investment Sub-Adviser;
Risk Factors; Potential Conflicts of Interest
(SAI)

Item 10. Capital Stock, Long-Term Debt and Description of Capital Stock; Distributions;
Other Securities Dividend Reinvestment Plan

Item 11. Defaults and Arrears on Senior Not Applicable
Securities

Item 12. Legal Proceedings Not Applicable

Item 13. Table of Contents of the Statement Table of Contents of the SAI
of Additional Information

PART B--INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

Item 14. Cover Page Cover Page (SAI)

Item 15. Table of Contents Table of Contents of the SAI (SAI)

Item 16. General Information and History Not Applicable

Item 17. Investment Objective and Policies Prospectus Summary; The Offering; Investment
Objective and Principal Strategies; Risk Factors;
Business; Investment Company Act Regulation;
Investment Policies (SAI); Venture Capital
Operations (SAI); Investment Company Act
Regulation (SAI); Potential Conflicts of Interest
(SAI)

Item 18. Management Management (Item 9)

Item 19. Control Persons and Principal Management; The Investment Adviser; The
Holders of Securities Investment Sub-Adviser; Potential Conflicts of
Interest (SAI)

Item 20. Investment Advisory and Other The Investment Adviser; The Investment
Services Sub-Adviser; Experts; Transfer Agent and
Registrar; Dividend Paying Agent; Custodian
</TABLE>

2
<PAGE>

Item 22. Tax Status Distributions; Federal Income Tax Matters (SAI)

Item 23. Financial Statements Statement of Assets and Liabilities
</TABLE>

PART C--OTHER INFORMATION

Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C of this Registration Statement.

3
<PAGE>
SUBJECT TO COMPLETION--DECEMBER , 1999
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE FUND MAY NOT SELL THE SECURITIES UNTIL
THE REGISTRATION STATEMENT IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL
THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER, SOLICITATION OR SALE IS NOT PERMITTED.
<PAGE>
PROSPECTUS

COMMON STOCK

MEVC DRAPER FISHER JURVETSON FUND I, INC.

AN INFORMATION TECHNOLOGY VENTURE CAPITAL FUND

------------------------

meVC Draper Fisher Jurvetson Fund I, Inc., or the Fund, is offering
shares of its common stock. We are a closed-end investment company
that has elected to be treated as a business development company under the
Investment Company Act. Our investment objective is long-term capital
appreciation from venture capital investments in information technology
companies, primarily in the Internet, e-commerce, telecommunications,
networking, software, and intranet infrastructure industries. We will invest
only in companies that we believe will experience high growth over the long
term. Our gain on investments in portfolio companies will be distributed to you
upon realization, either in cash or in shares of the portfolio companies or any
acquiring company.

We intend to raise approximately $ of proceeds. The minimum
investment in our fund is 100 shares. The shares will be sold through brokers
and dealers selected by meVC Advisers at a price of $ per share, plus a
commission of $ per share, for an offering price of $ per share. The
commission is payable to the selected broker or dealer who arranges for the sale
to you. meVC Advisers and the Fund will share organizational and offering
expenses that we estimate to be approximately $ . There is no minimum
amount of proceeds that we are required to receive before closing the offering.

<TABLE>
<CAPTION>
COMMISSION TO PROCEEDS BEFORE
INDEPENDENT BROKER- EXPENSES TO THE
PUBLIC OFFERING PRICE DEALERS FUND
<S> <C> <C> <C>
Per Share................................ $ $ $
Total.................................... $ $ $
</TABLE>

NO MARKET CURRENTLY EXISTS FOR OUR SHARES. WE INTEND TO LIST OUR SHARES ON A
NATIONAL SECURITIES EXCHANGE APPROXIMATELY THREE TO TWELVE MONTHS FOLLOWING THIS
OFFERING. IF WE ARE UNABLE TO LIST OUR SHARES ON A SECURITIES EXCHANGE, IT WILL
BE DIFFICULT FOR YOU TO SELL YOUR SHARES. BECAUSE WE ARE A CLOSED-END INVESTMENT
COMPANY, WE WILL NOT REDEEM OUR SHARES ON A DAILY BASIS. WE RECOMMEND OUR SHARES
ONLY AS A LONG-TERM INVESTMENT.

PURCHASING SHARES OF A VENTURE CAPITAL FUND THAT INVESTS IN INFORMATION
TECHNOLOGY COMPANIES HAS SPECIAL RISKS. SEE "RISK FACTORS" ON PAGES TO FOR
FACTORS THAT YOU SHOULD CONSIDER BEFORE INVESTING IN SHARES OF OUR COMMON STOCK.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed on the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

The date of this prospectus and the SAI is December 8, 1999.
<PAGE>
[INSIDE FRONT COVER]

This prospectus concisely provides the information that you should know
about us before investing in shares of our common stock. You should read this
prospectus carefully and retain it for future reference. We have included more
information about us in a statement of additional information, or SAI, that we
have filed with the Securities and Exchange Commission. The entire SAI is
incorporated by reference into this prospectus. We have included the table of
contents of the SAI on page . You may obtain a copy of the SAI free of charge
by writing to us at 991 Folsom Street, Suite 301, San Francisco, California
94107, Attn: Secretary, or by calling (800) 830-1822. The prospectus, SAI and
other information about us is available on our website at
HTTP://WWW.MEVC.COM/MEVCDRAPERFUND.ASP and on the SEC's website at HTTP://
WWW.SEC.GOV. The information on the website of the parent of our investment
adviser, HTTP://WWW.MEVC.COM, is not a part of this prospectus.
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Prospectus Summary.......................................... 4
The Offering................................................ 7
Fee Table and Synopsis...................................... 9
Risk Factors................................................ 10
Use of Proceeds............................................. 15
Business.................................................... 16
Investment Objective And Principal Strategies............... 17
Management.................................................. 20
Directors and Officers...................................... 20
The Investment Adviser...................................... 21
The Investment Sub-Adviser.................................. 21
Valuation of Portfolio Securities........................... 25
Allocation of Profits and Losses............................
Investment Company Act Regulation........................... 27
Description of Capital Stock................................ 28
Distributions............................................... 31
Dividend Reinvestment Plan.................................. 31
Underwriting................................................ 32
How to Subscribe............................................ 34
Legal Matters............................................... 34
Experts..................................................... 34
Table of Contents of the SAI................................ 35
Additional Information...................................... 36
</TABLE>

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS AND THE
STATEMENT OF ADDITIONAL INFORMATION. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE
YOU WITH DIFFERENT OR ADDITIONAL INFORMATION. WE ARE NOT OFFERING SHARES OF OUR
COMMON STOCK FOR SALE IN ANY JURISDICTION WHERE SUCH OFFER OR SALE IS NOT
PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS IS
ACCURATE ON ANY DATE OTHER THAN THE DATE SET FORTH ON THE FRONT COVER OF THIS
PROSPECTUS.

THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION CONTAIN
FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. WE USE WORDS
SUCH AS "ANTICIPATES," "BELIEVES," "PLANS," "EXPECTS," "FUTURE," "INTENDS" AND
SIMILAR EXPRESSIONS TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THIS PROSPECTUS
ALSO CONTAINS FORWARD-LOOKING STATEMENTS ATTRIBUTED TO THIRD PARTY SOURCES
RELATING TO ESTIMATES REGARDING VENTURE CAPITAL INVESTING AND THE GROWTH OF THE
INTERNET, E-COMMERCE, TELECOMMUNICATIONS, NETWORKING, SOFTWARE AND INTRANET
INFRASTRUCTURE INDUSTRIES. YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE
FORWARD-LOOKING STATEMENTS. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM
THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS FOR MANY REASONS,
INCLUDING THE RISKS FACED BY US DESCRIBED IN "RISK FACTORS" AND ELSEWHERE IN
THIS PROSPECTUS AND IN THE STATEMENT OF ADDITIONAL INFORMATION.

3
<PAGE>
PROSPECTUS SUMMARY

THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS.
THIS SUMMARY IS NOT INTENDED TO CONTAIN ALL OF THE INFORMATION THAT INVESTORS
SHOULD CONSIDER BEFORE INVESTING IN OUR SHARES. YOU SHOULD READ THE ENTIRE
PROSPECTUS CAREFULLY BEFORE PURCHASING OUR SHARES.

We are a newly organized, closed-end investment company that has elected to
be treated as a business development company under the Investment Company Act.
Our investment adviser is meVC Advisers, Inc., or meVC Advisers. Our investment
sub-adviser is Draper Fisher Jurvetson MeVC Management Co., LLC, or Draper
Advisers. Both meVC Advisers and Draper Advisers are registered investment
advisers under the Investment Advisers Act.

meVC Advisers will implement our investment objective and strategies, and
will set our strategic and operational direction. meVC Advisers will also manage
our day-to-day operations, including our accounting, finance, marketing,
record-keeping and regulatory compliance efforts.

Draper Advisers will identify, structure and negotiate investments for the
fund, and will monitor and assist our portfolio companies. There are 18 members
of Draper Advisers, including Timothy C. Draper, John Fisher, Steve Jurvetson,
and 15 other experienced venture capital managers located throughout the
country. Collectively, the members of Draper Advisers have over 50 years of
venture capital investing and entrepreneurial management experience, and have
raised in excess of $800 million in over ten venture capital funds.

The members of Draper Advisers manage their own private venture capital
funds and personal funds, and we expect that most investments of the fund will
be co-investments alongside these private funds. Our board of directors will
review all co-investments with affiliated funds.

INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES

After carefully selecting our portfolio companies, we will seek to enhance
their competitiveness by providing them with significant managerial assistance
in strategy formulation, recruiting, and general business operations. We will
seek to provide returns to our stockholders through long-term appreciation in
the value of our portfolio companies and through distributions of capital gains
on our investments. In addition, if a portfolio company is sold, merged or goes
public, we may distribute cash or stock in either the portfolio company or the
acquiring company.

INVESTMENT RATIONALE

Information technology, including Internet, e-commerce, telecommunications,
networking, software, intranet infrastructure and other information services, is
the most rapidly growing large sector of the U.S. economy. Many new companies
are at the forefront of innovation in these industries. The Internet, in
particular, has created a playing field where information technology businesses
can grow at an unprecedented pace. By moving quickly, new companies can position
themselves as leaders in their respective markets, often attracting key
strategic partners and influential early adopting customers. These young
companies often build category-defining brands that create an ongoing
competitive advantage. We intend to invest in companies that we believe have the
greatest potential to be the major information technology businesses of the
future.

4
<PAGE>
HISTORICAL PERFORMANCE OF VENTURE CAPITAL FUNDS

The venture capital industry as a whole has experienced long-term returns
that have exceeded the S&P 500 Index by over 8% per year for a five and ten year
period. According to Venture Economics, for all reporting venture capital funds
formed between 1988 and 1998, the historical average annual rate of return, net
of fees and expenses, as of June 30, 1999 was as follows:

<TABLE>
<CAPTION>
1 YEAR RETURN 5 YEAR RETURN 10 YEAR RETURN
------------- ------------- --------------
<S> <C> <C> <C>
Venture Capital (1)........................... 50.3% 39.8% 27.0%
S&P 500 (2)................................... 22.8% 27.9% 18.8%
</TABLE>

- ------------------------------

(1) Venture Economics benchmark for all funds formed between 1988 and 1998 as of
June 30, 1999. Data is net of fees and caried interest.

(2) S&P 500 Index as of June 30, 1999, according to Standard & Poor's.

PAST PERFORMANCE OF THE VENTURE CAPITAL FUND INDUSTRY IS NOT NECESSARILY
INDICATIVE OF THE FUTURE PERFORMANCE OF THE VENTURE CAPITAL SECTOR. WE CANNOT
GUARANTEE THAT WE WILL MEET OR EXCEED THE RATES OF RETURN HISTORICALLY REALIZED
BY THE VENTURE CAPITAL INDUSTRY AS A WHOLE. ADDITIONALLY, OUR RETURNS WILL
LIKELY BE REDUCED DUE TO FEDERAL LEGISLATION REGULATING BUSINESS DEVELOPMENT
COMPANIES, AS WELL AS THE TIME IT MAY TAKE TO FULLY INVEST THE PROCEEDS OF THIS
OFFERING, AS DISTINGUISHED FROM TRADITIONAL VENTURE CAPITAL FUNDS WHICH ARE NOT
SUBJECT TO THE SAME FEDERAL REGULATION AND CALL IN CAPITAL FROM THEIR INVESTORS
OVER TIME AS INVESTMENTS ARE MADE.

COMPENSATION OF INVESTMENT ADVISER AND INVESTMENT SUB-ADVISER

As compensation for its investment advisory and management and
administrative services, we have agreed to pay meVC Advisers an annual
management fee equal to 2.5% of our average weekly net assets, payable in
monthly installments. We have also agreed to pay to meVC Advisers annual
incentive compensation equal to 20% of our annual realized capital gains net of
realized and unrealized capital losses. Payment of this type of incentive-based
compensation, referred to as a "carried interest," is typical in the venture
capital industry. Carried interest payments provide an economic incentive for
venture capital fund managers to select investments with the potential to
achieve the greatest increase in value over time. We believe that payment of a
carried interest is an important component of our ability to attract and retain
high quality venture capital fund managers.

As payment for its services as our Investment Sub-Adviser, meVC Advisers has
agreed to pay to Draper Advisers a portion of the management fee equal to 40% of
any amounts it receives from us, that is an amount equal to 1.0% of our average
weekly net assets. meVC Advisers has also agreed to pay Draper Advisers
additional compensation equal to 90% of any carried interest payment it receives
from us, that is an amount equal to 18% of our annual realized capital gains net
of realized and unrealized capital losses.

RISK FACTORS

Purchasing shares of our common stock carries significant risk of losing
some or all of your investment. You should consider the risk factors described
on pages to of this prospectus and the impact of events that could adversely
effect our business prior to investing in our shares.

CLOSED-END FUND STRUCTURE

We are a newly-organized closed-end fund. Closed-end funds differ from
open-end funds (which are commonly referred to as mutual funds) in that
closed-end funds, unlike mutual funds, generally list their shares for trading
on a stock exchange and do not redeem their shares at the request of a
shareholder. This means that if you wish to sell your shares of a closed-end
fund you must trade them on the market like any other stock at the price
prevailing in the market for the shares at that time. With a mutual fund, shares
may be redeemed or bought back by the mutual fund at "net asset value" if a
shareholder wishes to sell the

5
<PAGE>
shares of the fund. Also, mutual funds generally offer new shares of the fund on
a continuous basis to new investors, whereas closed-end funds do not. The
continuous in-flows and out-flows of assets in a mutual fund can make it more
difficult to manage the investments of a mutual fund. By comparison, closed-end
funds are generally able to stay more fully invested in securities that are
consistent with their investment objectives, and also have greater flexibility
to make certain types of investments and to use certain investment strategies,
such as financial leverage.

However, shares of closed-end funds frequently trade at a discount to their
net asset value. Because of this possibility, which may not be in your interest,
our investment advisers might consider engaging in open market repurchases,
tender offers for shares at net asset value or other programs intended to reduce
the discount. There is, of course, no guarantee or assurance that our investment
advisers will decide to engage in any of these actions. Nor is there any
guarantee or assurance that such actions, if undertaken, would result in the
shares trading at a price equal or close to net asset value per share. Our
investment advisers might also consider converting us to an open-end mutual
fund, which would also require a vote of our shareholders. We believe however,
that the closed-end structure is desirable, in light of our investment objective
and policies. Therefore, you should assume that it is not likely that we would
vote to convert to an open-end fund.

LIQUIDATION

Our board of directors may elect to liquidate the Fund and distribute to you
any proceeds in cash or securities after , 2009 if it believes
doing so would be in your best interests.

ADDITIONAL INFORMATION

We were incorporated in Delaware in November, 1999. Our executive offices
are located at 991 Folsom Street, Suite 301, San Francisco, California 94107,
our telephone number is (800) 830-1822 and our fax number is (415) 977-6160. Our
website address is HTTP://WWW.MEVC.COM/MEVCDRAPERFUND.ASP. The information
contained on the website of the parent of our investment adviser,
HTTP://WWW.MEVC.COM, is not a part of this prospectus.

6
<PAGE>
THE OFFERING

<TABLE>
<S> <C>
Number of our shares offered for sale..... shares

Minimum investment........................ 100 shares

Investment objective...................... Our investment objective is long-term capital
appreciation from venture capital investments in
information technology companies, primarily in the
Internet, e-commerce, telecommunications, networking,
software, and intranet infrastructure industries. We
will invest only in those companies that we believe will
experience high growth over the long term. After
carefully selecting our portfolio companies, we will
seek to enhance their competitiveness by providing them
with significant managerial assistance in strategy
formulation, recruiting, and general business
operations. We will seek to provide returns to our
stockholders through long-term appreciation in the value
of our portfolio companies and through distributions of
capital gains on our investments. In addition, if a
portfolio company is sold, merged or goes public, we
will distribute either cash or stock in either the
portfolio company or the acquiring company.

Investment Advisory Services.............. Our investment adviser is meVC Advisers, Inc and our
investment sub-adviser is Draper Fisher Jurvetson MeVC
Management Co., LLC.

Principal strategies...................... - Focus our investments on young companies that have not
yet sold shares in an initial public offering and, in
our opinion, exhibit the greatest potential for high
long-term growth.
- Direct our investments to information technology
companies, primarily in the Internet, e-commerce,
telecommunications, networking, software, and intranet
infrastructure industries, and to companies operating
in other new or emerging markets.
- Exercise investment discipline through pro-active risk
management and diversification.
- Leverage the expertise, contacts and superior access
to potential investments that the members of Draper
Advisers have gained through many years of venture
capital investing.
- Enhance the competitiveness of our portfolio companies
by providing them with significant managerial
assistance.

Use of proceeds........................... We will use the proceeds from the offering to make
investments in portfolio companies in accordance with
our investment objective and strategies. We may also
invest up to 10% of our net assets in an index of
publicly-traded information technology companies seeking
to enhance the yield on our longer-term reserves for
follow-on investments in portfolio companies. We
anticipate that we will initially raise $ in
proceeds from this offering. We expect that it will take
two years before we are substantially invested in
portfolio companies.
</TABLE>

7
<PAGE>

<TABLE>
<S> <C>
Distributions............................. We will distribute annually at least 90% of the net
dividend and interest income we receive from our
investments. During the period in which we are
evaluating and selecting portfolio companies in which to
invest, we will invest our capital primarily in
short-term investment grade securities. These
investments will generate interest income for
distribution to our stockholders. However, as we invest
the proceeds of this offering in portfolio companies, we
will have less interest income available for
distribution to you.

At the discretion of our board of directors, we also
intend to distribute the capital gains we generate. In
addition, if a portfolio company is sold, merged or goes
public, we may distribute cash or stock in either the
portfolio company or the acquiring company.

Suitability requirements.................. To purchase our shares, you should either have (i) a net
worth of at least $150,000 (not including the value of
your home) or (ii) a net worth of at least $50,000 (not
including the value of your home) and annual gross
income of at least $50,000. You should not purchase our
shares if you believe you may need to sell our shares in
the near term. You should not invest more than 10% of
your net worth in our shares.

Sales fees and commissions................ Our shares are initially being offered through a group
of brokers and dealers selected by meVC Advisers. We
have agreed to pay a % sales commission to these
brokers and dealers on each sale of our shares.
</TABLE>

8
<PAGE>
FEE TABLE AND SYNOPSIS

You can expect to bear, directly or indirectly, the following costs and
expenses in connection with an investment in shares of our common stock.

OFFERING EXPENSES

STOCKHOLDER TRANSACTION EXPENSES(1)

TRANSACTION EXPENSES (AS A PERCENTAGE OF THE OFFERING PRICE PER SHARE)

<TABLE>
<S> <C>
Sales Commission............................................ %
Dividend Reinvestment Plan Fees............................. None
------
TOTAL STOCKHOLDER TRANSACTION EXPENSES.................. %
======
</TABLE>

- ------------------------

(1) Does not include offering expenses incurred in connection with our
organization, which are estimated to be $ and which will be paid from
the net proceeds of the offering.

ANNUAL EXPENSES

ANNUAL EXPENSES (AS A PERCENTAGE OF NET ASSETS ATTRIBUTABLE TO COMMON
SHARES)

<TABLE>
<S> <C>
Management fee to meVC Advisers(2).......................... 2.5%
------
TOTAL ANNUAL EXPENSES................................... 2.5%
======
</TABLE>

- ------------------------

(2) meVC Advisers has agreed to pay Draper Advisers an amount equal to 40% of
the total management fee meVC Advisers receive from us.

EXAMPLE OF COSTS AND EXPENSES CALCULATION

<TABLE>
<CAPTION>
1 3 5 10
Year Years Years Years
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Assuming a 5% annual return, you can expect to pay the
following amount in annual management fees on a $1,000
investment................................................ $26 $81 $138 $292
</TABLE>

Our actual rate of return may be greater or less than the hypothetical 5%
return used above. The 5% return is merely a hypothetical return that is
required by law to be used to demonstrate the costs and expenses of an
investment in shares of our common stock, and does not reflect our expectation
of the actual return that you may or may not realize from an investment in our
shares.

THIS EXAMPLE DOES NOT INCLUDE CARRIED INTEREST COMPENSATION, WHICH IS TIED
TO OUR GENERATION OF NET CAPITAL GAINS ON OUR INVESTMENTS.

9
<PAGE>
RISK FACTORS

You should carefully consider the following risk factors in addition to the
other information set forth in this prospectus before purchasing our shares.
Investing in our common stock involves a high degree of risk. Purchasing shares
of our common stock carries significant risk of losing some or all of your
investment.

INVESTMENT RISK

INVESTING IN OUR COMMON STOCK IS HIGHLY SPECULATIVE, AND YOU COULD LOSE SOME OR
ALL OF THE AMOUNT YOU INVEST.

The value of our common stock may decline and may be affected by numerous
market conditions. The securities markets frequently experience extreme price
and volume fluctuation which affect market prices for securities of companies
generally, and technology companies in particular. Because of our focus on the
technology sector, our stock price is likely to be impacted by these market
conditions. General economic conditions, and general conditions in the Internet
and high technology industries, will also affect our stock price.

VENTURE CAPITAL RISKS

THE INABILITY OF OUR PORTFOLIO COMPANIES TO COMMERCIALIZE THEIR TECHNOLOGY OR
CREATE OR DEVELOP A COMMERCIALLY VIABLE PRODUCT WOULD HAVE A NEGATIVE IMPACT ON
OUR INVESTMENT RETURNS.

The possibility that these companies will not be able to commercialize their
technology or product concept presents significant risk associated with
investing in emerging growth information technology companies. Additionally,
although some of our portfolio companies may already have a commercially
successful product or product line when we invest, information technology
products and services often have a more limited market or life span than
products in other industries. Thus, the ultimate success of these companies may
depend on their ability to continually innovate in increasingly competitive
markets.

THE INABILITY OF OUR PORTFOLIO COMPANIES TO SUCCESSFULLY MARKET THEIR PRODUCTS
WOULD HAVE A NEGATIVE IMPACT ON OUR INVESTMENT RETURNS.

Even if our portfolio companies are able to develop commercially viable
products, the market for new products and services is highly competitive and
rapidly changing. Commercial success is difficult to predict and the marketing
efforts of our portfolio companies may not be successful.

AN INVESTMENT STRATEGY FOCUSED PRIMARILY ON PRIVATELY-HELD COMPANIES PRESENTS
CERTAIN CHALLENGES, INCLUDING THE LACK OF AVAILABLE INFORMATION ABOUT THESE
COMPANIES, A DEPENDENCE ON THE TALENTS AND EFFORTS OF ONLY A FEW INDIVIDUALS AND
A GREATER VULNERABILITY TO ECONOMIC DOWNTURNS.

We will invest primarily in privately-held companies. Generally, very little
public information exists about these companies and we will be required to rely
on the ability of Draper Advisers to obtain adequate information to evaluate the
potential returns from investing in these companies. Moreover, these companies
typically depend upon the management talents and efforts of a small group of
individuals and the loss of one or more of these individuals could have a
significant impact on the investment returns from a particular portfolio
company. Also, these companies frequently have less diverse product lines and
smaller market presence than larger competitors. They are thus generally more
vulnerable to economic downturns and may experience substantial variations in
operating results.

OUR PORTFOLIO COMPANIES WILL LIKELY HAVE SIGNIFICANT COMPETITION, BOTH FROM
OTHER EARLY-STAGE COMPANIES AND MORE ESTABLISHED COMPANIES.

Emerging growth companies often face significant competition, both from
other early-stage companies and from more established companies. Early-stage
competitors may have strategic capabilities such as an innovative management
team or an ability to react quickly to changing market conditions, while more
established companies may possess significantly more experience and greater
financial resources than our portfolio companies.

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OUR INVESTMENT RETURNS WILL DEPEND ON THE SUCCESS OF OUR PORTFOLIO COMPANIES
AND, ULTIMATELY, THE ABILITIES OF THEIR KEY PERSONNEL.

Our success will depend upon the success of our portfolio companies. Their
success, in turn, will depend in large part upon the abilities of their key
personnel. The day-to-day operations of our portfolio companies will remain the
responsibility of their key personnel. Competition for qualified personnel is
intense at any stage of a company's development and high turnover of personnel
is common in information technology companies. The loss of one or a few key
managers can hinder or delay a company's implementation of its business plan.
Our portfolio companies may not be able to attract and retain qualified managers
and personnel. Any inability to do so may negatively impact our investment
returns.

OUR PORTFOLIO COMPANIES WILL LIKELY HAVE A NEED TO RAISE ADDITIONAL EQUITY
FINANCING WHICH MAY NOT BE AVAILABLE.

Most of our portfolio companies will require substantial additional equity
financing to satisfy their continuing working capital requirements. Each round
of venture financing is typically intended to provide a company with enough
capital to reach the next stage of development. We cannot predict the
circumstances or market conditions under which our portfolio companies will seek
additional capital. It is possible that one or more of our portfolio companies
will not be able to raise additional financing or may be able to do so only at a
price or on terms which are unfavorable to us.

RISKS OF THE FUND

THERE IS CURRENTLY NO MARKET FOR OUR SHARES AND WE DO NOT INTEND TO LIST OUR
SHARES ON AN EXCHANGE UNTIL THREE TO TWELVE MONTHS FOLLOWING THIS OFFERING. EVEN
IF A SECONDARY MARKET FOR OUR SHARES DOES DEVELOP, BECAUSE WE ARE A CLOSED-END
FUND, OUR SHARES MAY TRADE AT A DISCOUNT TO THEIR NET ASSET VALUE.

There is currently no secondary market for our shares and we do not
anticipate that one will develop in the near future, if ever. We do not intend
to list our shares on a securities exchange until six months following this
offering. Additionally, because we are a closed-end investment company, we
cannot redeem our shares on an ongoing basis and our stockholders cannot
exchange their shares of our common stock for shares of any other fund.
Therefore, it will be difficult for you to sell your shares in the short term.
Even after the development of a secondary trading market, shares of closed-end
investment companies often trade below their net asset value.

WE ARE NOT LIKELY TO REALIZE RETURNS ON OUR INVESTMENTS IN PORTFOLIO COMPANIES
FOR SEVERAL YEARS. THUS, AN INVESTMENT IN SHARES OF OUR COMMON STOCK IS ONLY
APPROPRIATE FOR INVESTORS WHO DO NOT NEED SHORT-TERM LIQUIDITY IN AN INVESTMENT
IN OUR SHARES.

We intend to make investments as rapidly as possible consistent with our
investment objective. However, it is likely that a significant period of time
will be required before we are able to fully invest the proceeds of this
offering. Additionally, a venture capital investment typically takes at least
several years before the portfolio company is in a position to sell its shares
in a public offering or engage in a sale or merger. The securities of our
portfolio companies will be "restricted" under Rule 144 of the Securities Act
and thus can not be sold unless we satisfy the requirements of Rule 144.
Accordingly, it will likely be several years before we are able to sell our
investments and make any distributions of gains to our stockholders.

WE HAVE NOT YET IDENTIFIED ANY PORTFOLIO COMPANY INVESTMENTS AND OUR
STOCKHOLDERS WILL NOT HAVE ANY CONTROL OVER OUR FUTURE INVESTMENT DECISIONS.

We have not yet identified any potential investments for our portfolio and,
thus, you will not be able to evaluate any specific portfolio company
investments prior to purchasing shares of our common stock. Our stockholders
will not have any control over our future investment decisions and, thus, you
must rely solely upon our board of directors, meVC Advisers and Draper Advisers
to evaluate companies and make investment decisions for the fund.

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VALUING OUR PORTFOLIO IN THE FUTURE WILL BE DIFFICULT AND INEXACT AND MAY NOT
REFLECT THE TRUE VALUE OF OUR INVESTMENTS IN PORTFOLIO COMPANIES.

Our board of directors will value our portfolio from time to time based on
their best estimate of the value of each of our individual investments in
portfolio companies. There is typically no public market for the securities of
small, privately-held companies. Our board of directors may also consult with
accounting firms, investment banks and other consulting firms when needed, to
assist in valuation of our investments. Portfolio valuation, however, is
inherently subjective. The net asset value set by our board of directors may not
reflect the price at which you could sell our shares in the open market.

BOTH THE FUND AND OUR INVESTMENT ADVISER WERE ONLY RECENTLY FORMED AND HAVE NO
PRIOR OPERATING HISTORY. THUS, OUR SUCCESS WILL DEPEND, TO A LARGE DEGREE, ON
THE EXPERTISE AND EXPERIENCE OF THE MEMBERS OF DRAPER ADVISERS.

Although the members of Draper Advisers have considerable experience in
making venture capital investments, both the fund and meVC Advisers were only
recently formed and have no operating history. Our success is, to a large
degree, dependent upon the expertise and experience of the members of Draper
Advisers and its ability to attract and retain quality personnel.

A CHANGE IN OUR RELATIONSHIP WITH DRAPER ADVISERS COULD HAVE AN ADVERSE EFFECT
ON OUR ABILITY TO ACHIEVE OUR INVESTMENT OBJECTIVE.

Achieving our investment objective depends in large part on our ability to
leverage the experience, contacts and specialized knowledge in venture capital
investing of the members of Draper Advisers. The sub-advisory agreement may be
terminated by the fund, meVC Advisers or Draper Advisers by delivering written
notice of termination at least 60 days prior to the effective date of
termination. In the event the sub-advisory agreement is terminated, our success
will depend in large part on our ability to obtain investment advisory services
similar to those offered by Draper Advisers. We may experience difficulty in
obtaining comparable services. If we are unable to obtain these services, or we
are only able to do so on less favorable terms than those offered by Draper
Advisers, it will have a significant negative impact on our investment returns.

CHANGES IN THE COMPOSITION OF DRAPER ADVISERS MAY HAVE AN ADVERSE EFFECT ON OUR
ABILITY TO ACHIEVE OUR INVESTMENT OBJECTIVE.

Achieving our investment objective depends in large part on our ability to
leverage the experience, contacts and specialized knowledge in venture capital
investing of the members of Draper Advisers. Over the life of the fund,
membership in Draper Advisers may change, having an adverse effect on our
ability to achieve our investment objective.

OUR ABILITY TO ACHIEVE OUR INVESTMENT OBJECTIVE DEPENDS UPON OUR ABILITY TO
CO-INVEST IN PORTFOLIO COMPANIES WITH OTHER FUNDS MANAGED BY THE MEMBERS OF
DRAPER ADVISERS.

Our success depends, in large part, on our ability to leverage the
experience, contacts and specialized knowledge of the venture capital fund
managers employed by Draper Advisers. We expect that most, if not all, of our
investments will be made in portfolio companies in which an affiliate of Draper
Advisers has already invested or in portfolio companies in which we will
co-invest with an affiliate of Draper Advisers. Draper Advisers is under no
contractual obligation, however, to refer investments to us or to coinvest with
us. Moreover, the Investment Company Act limits our ability to perform
transactions with affiliated parties. We intend to apply to the SEC for
exemptive relief that will allow us to make co-investments with affiliated
parties. Although the SEC has routinely granted similar relief in the past, we
cannot be certain that our specific request will be granted. Even if we are
granted the requested relief, it will likely be subject to conditions.
Specifically, we expect that prior to investing with an affiliated party, meVC
Advisers will be required to present the investment opportunity to our board of
directors for its review and, furthermore, that at least a majority of our
independent directors must conclude that:

- The terms of the proposed transaction are reasonable and fair to us and
our stockholders,

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- The transaction is consistent with the interests of our stockholders and
with our investment objective and policies,

- We will not be disadvantaged by making, maintaining or disposing of the
investment, and

- The terms of our participation in the investment are at least as good as
the terms given to our affiliated entity.

Our board of directors has adopted these policies for the review of all
affiliated investments.

OUR RETURNS MAY BE SIGNIFICANTLY LOWER THAN THOSE EXPERIENCED BY OTHER FUNDS
MANAGED BY MEMBERS OF DRAPER ADVISERS.

The Fund will pursue an investment strategy similar to the strategy employed by
other funds managed by members of Draper Advisers. However, there can be no
assurance that we will experience investment returns or operating results that
are comparable to the returns and results achieved by these other funds. Our
returns and results could be substantially lower.

THE MARKET FOR VENTURE CAPITAL INVESTMENTS IS HIGHLY COMPETITIVE. IN SOME CASES,
OUR STATUS AS A REGULATED INVESTMENT COMPANY MAY HINDER OUR ABILITY TO
PARTICIPATE IN INVESTMENT OPPORTUNITIES.

We will likely face substantial competition in our investing activities from
private venture capital funds, investment affiliates of large industrial and
financial companies, small business investment companies, wealthy individuals
and foreign investors. As a regulated investment company, we are required to
disclose quarterly the name and business description of portfolio companies and
value of any portfolio securities. Many of our competitors are not subject to
this disclosure requirement. Our obligation to disclose this information could
hinder our ability to invest in a given portfolio company. Additionally, other
regulations, current and future, may make us less attractive investors to a
given portfolio company than a private venture capital fund not subject to the
same regulations.

THE VENTURE CAPITAL BUSINESS IS GROWING, AND WITH MORE CAPITAL READILY
AVAILABLE, OUR SUCCESS WILL BE LARGELY DEPENDENT ON A CONTINUING SUPPLY OF
FAVORABLE INVESTMENT OPPORTUNITIES.

There has been a significant amount of new capital invested in venture
capital funds in recent years and this trend is likely to continue. With the
amount of capital available, some companies that may have had difficulty in
obtaining funding in the past may be able to do so, notwithstanding that the
chances for success in these investments may be marginal. In addition, there is
likely to be an increasing amount of competition among venture capital funds for
the best investment prospects, particularly in the Internet and information
technology sectors. Thus, our success will be largely dependent on our ability
to find the most favorable opportunities in a highly competitive venture capital
market, while avoiding the marginal prospects.

OUR SUCCESS WILL BE SIGNIFICANTLY AFFECTED BY THE STATE OF THE SECURITIES
MARKETS IN GENERAL, AND MORE SPECIFICALLY BY THE MARKET FOR INITIAL PUBLIC
OFFERINGS.

We anticipate that a substantial portion of our returns will be realized
through initial public offerings of our portfolio companies. The market for
initial public offerings is cyclical in nature. Thus, we cannot be certain that
the securities markets will be receptive to initial public offerings,
particularly those of early-stage companies. Any adverse change in the market
for public offerings could significantly impact our ability to realize our
investment objective. Our ability to achieve attractive investment returns will
also depend upon the availability of strategic or financial acquirers for our
portfolio companies. The interest of potential buyers in acquiring our portfolio
companies will vary with general economic conditions and the valuations that
they are willing to place on our portfolio companies will vary with the
valuations of comparable publicly-traded companies.

IF WE ARE UNABLE TO COMPLY WITH SUBCHAPTER M OF THE INTERNAL REVENUE CODE IN ANY
GIVEN YEAR, WE WILL LOSE PASS-THROUGH TAX TREATMENT FOR THAT YEAR, WHICH COULD
SUBSTANTIALLY REDUCE THE AMOUNT OF INCOME AVAILABLE FOR DISTRIBUTION TO OUR
STOCKHOLDERS.

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We intend to elect to be treated as a regulated investment company under
Subchapter M of the Internal Revenue Code. To qualify for Subchapter M status,
we must meet income distribution and diversification requirements. In each year
in which we are able to meet the requirements of Subchapter M, we will generally
not be subject to federal taxation on net investment income and net capital
gains that we distribute to our stockholders. If we are not able to meet the
requirements of Subchapter M in any given year, however, our income would be
fully taxable at the federal level, which could result in a substantial
reduction in income available for distribution to our stockholders.

IF YOU ARE AN ERISA PLAN OR AN IRA, YOU MUST DETERMINE THAT THE INVESTMENT IN
SHARES OF OUR COMMON STOCK IS PRUDENT AND MEETS YOUR INVESTMENT GUIDELINES. WE
CAN MAKE NO GUARANTEE THAT OUR ASSETS WILL NOT BE CONSIDERED "PLAN ASSETS" OF
YOUR PLAN OR IRA.

If you are an employee benefit plan subject to the Employee Retirement
Income Security Act of 1974, ERISA, the fiduciary acting on your behalf when
investing in shares of our common stock should satisfy itself that an investment
in the shares is consistent with the prudence standards of Section 404 of ERISA
and is prudent in light of your cash needs and other ERISA requirements. If you
are an ERISA plan or an individual retirement account, IRA, you should assure
yourself that the investment is not a prohibited transaction under Section 406
of ERISA or Section 4975 of the Internal Revenue Code. The Department of Labor
has issued regulations that characterize the assets of some entities as "plan
assets" of the ERISA plans and IRAs that invest in those entities. We anticipate
that our shares will be considered "publicly offered securities" within the
meaning of the regulations, and our assets would not be considered plan assets.
However, we strongly urge you or your fiduciaries to consult your own advisers
prior to purchasing shares of our common stock. Our certificate of incorporation
and bylaws contain provisions that may deter hostile takeovers.

OUR CERTIFICATE OF INCORPORATION PROVIDES FOR OUR BOARD OF DIRECTORS TO BE
DIVIDED INTO THREE CLASSES OF DIRECTORS SERVING STAGGERED THREE-YEAR TERMS.

Other provisions in our certificate may limit the ability of our
stockholders to remove a director from office and to convert from a closed-end
investment company to an open-end investment company. Finally, our bylaws limit
the ability of our stockholders to call a special meeting of stockholders. These
provisions may serve to deter a hostile takeover which could deprive you of
opportunities to sell your shares at a premium over prevailing market prices.

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USE OF PROCEEDS

We expect the net proceeds to us from the sale of shares of our common stock
in this offering to be approximately $ . We have not allocated any
portion of the net proceeds to any particular investment. We intend to use
substantially all of the net proceeds for investment in accordance with our
investment objective. Our investment objective is long-term capital appreciation
from venture capital investments in information technology companies, primarily
in the Internet, e-commerce, telecommunications, networking, software, and
intranet infrastructure industries. Until we have identified appropriate
investments in accordance with our investment objective, we may invest all of
our excess cash in short-term, interest-bearing investment-grade securities or
guaranteed obligations of the U.S. government securities and repurchase
agreements, or deposit such amounts in federally-insured bank or in money market
accounts.

We may also invest up to 10% of our net assets in an index of
publicly-traded information technology companies seeking to enhance the yield on
our longer-term reserves for follow-on investments in portfolio companies.

We will invest at least 50% of our total assets in accordance with our
investment objective within two years after the completion of this offering.
This lengthy period is due to the rigorous review process that Draper Advisers
will undertake in an effort to select the best possible portfolio companies for
investment. The investment review process will typically include:

- Management interviews

- Reference checks

- Company and industry assessment

- Market analysis

- Competitive analysis

- Risk analysis

- Scenario modeling

We anticipate that we will only invest in a small percentage of companies
and business plans that Draper Advisers evaluate.

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BUSINESS

We are a newly organized, closed-end investment company that has elected to
be treated as a business development company under the Investment Company Act. A
business development company is a closed-end company organized under the laws
of, and having its principal place of business in, the United States that is
operated for the purpose of making investments primarily to foster smaller,
developing businesses and makes available significant managerial assistance to
the businesses in which it invests. For Internal Revenue Service purposes, we
are classified as a non-diversified investment company under Subchapter M of the
Code. Our investment adviser is meVC Advisers, Inc., or meVC Advisers. Our
investment sub-adviser is Draper Fisher Jurvetson MeVC Management Co., LLC, or
Draper Advisers. Both meVC Advisers and Draper Advisers are registered
investment advisers under the Advisers Act.

meVC Advisers will implement our investment objective and strategies and
will set our strategic and operational direction. meVC Advisers will also manage
our day-to-day operations, including our accounting, finance, marketing,
record-keeping and regulatory compliance efforts.

Draper Advisers will identify, structure and negotiate investments for the
fund, as well as monitor and assist our portfolio companies. There are 18
members of Draper Advisers, including Timothy C. Draper, John H. N. Fisher,
Steve T. Jurvetson, and 15 other experienced venture capital managers located
throughout the country. Collectively, members of Draper Advisers have over 50
years of venture capital investing and entrepreneurial management experience,
and have raised in excess of $800 million in over ten venture capital funds.

The members of Draper Advisers manage their own private venture capital
funds, and most investments of the fund will be co-investments alongside these
private funds. Our board of directors will review all co-investments with
affiliated funds.

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INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES
INVESTMENT OBJECTIVE

Our investment objective is long-term capital appreciation from venture
capital investments in information technology companies, primarily in the
Internet, e-commerce, telecommunications, networking, software, and intranet
infrastructure industries. We will invest only in companies that we believe will
experience high growth over the long term. After carefully selecting our
portfolio companies, we will seek to enhance their competitiveness by providing
them with significant managerial assistance in strategy formulation, recruiting,
and general business operations. We will seek to provide returns to our
stockholders through long-term appreciation in the value of our portfolio
companies and through distributions of capital gains on our investments. In
addition, if a portfolio company is sold, merged or goes public, we may
distribute cash or stock in either the portfolio company or the acquiring
company.

PRINCIPAL STRATEGIES

We plan to use the following principal strategies to accomplish our
investment objective:

FOCUS ON YOUNG COMPANIES

- Focus our investments on young companies that have not yet sold shares in
an initial public offering and, in our opinion, exhibit the greatest
potential for high long-term growth.

EMPHASIZE INFORMATION TECHNOLOGY BUSINESSES

- Focus our investments on companies operating in the information technology
markets, primarily the Internet, e-commerce, telecommunications,
networking, software, and intranet infrastructure industries, which we
believe have significant potential for continued high growth.

- Direct our investments to companies in new markets and to companies in
existing markets with new technologies that we believe have the greatest
possibility of success in the marketplace.

EXERCISE INVESTMENT DISCIPLINE

- Spread our risk by investing in many companies located throughout the
country and in many different sectors of information technology.

- Provide additional funding to our best-performing portfolio companies and,
conversely, decline follow-on investments in portfolio companies that have
not performed according to our expectations.

LEVERAGE NATIONAL VENTURE CAPITAL PRESENCE OF DRAPER FISHER JURVETSON

- Build on the expertise, contacts and deal flow of Draper Fisher Jurvetson
and its growing venture capital affiliate network.

ENHANCE THE COMPETITIVE ADVANTAGE OF THE COMPANIES IN WHICH WE INVEST

- Assist our portfolio companies in operations and general business strategy
with a goal of positioning them for larger follow-on rounds of financing.

- Help build superior management teams for the companies in which we invest.

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FOCUS ON YOUNG COMPANIES

We believe that young companies have the greatest potential for growth. We
intend to focus our investments in young companies that have not yet sold shares
in an initial public offering. We intend to invest relatively small amounts of
capital in early financing rounds. We will then work to prepare our portfolio
companies for larger follow-on rounds of financing from our fund, affiliated
funds, as well as venture capital firms specializing in mid- to late-stagventure
capital financing.

EMPHASIZE INFORMATION TECHNOLOGY BUSINESSES

We plan to emphasize investments in information technology companies,
primarily in the Internet, e-commerce, telecommunications, networking, software,
and intranet infrastructure industries. We believe that the information
technology sector offers outstanding growth opportunities, and many new markets
in which emerging companies can thrive.

Although new areas of investment opportunity will continue to emerge, the
following are examples of the areas of investment interest we have today:

- Internet applications and services

- Optoelectronics and fiber optics

- Intranet applications (front office and back office automation)

- Datacommunications, telecommunications and wireless advances

- E-commerce (business-to-business and business-to-commerce)

- Bandwidth improvement software and hardware

- Semiconductors with high intellectual property content

- Groupware applications

- Knowledge management applications

- Electronic design automation advances

- Telephony software applications

- Networking software advances

In addition, we plan to identify and invest in attractive new technology
markets as they develop.

EXERCISE INVESTMENT DISCIPLINE

We plan to diversify our investment portfolio in order to increase our
chances of investing in companies with high returns, and in an effort to offset
the impact of investments in companies that yield losses. We intend to monitor
our portfolio companies closely to determine whether or not they continue to be
attractive candidates for further investment. We plan to decline additional
investments in portfolio companies that do no continue to show promise. We will,
however, seek to reinvest in the highest performing portfolio companies, in an
effort to reap greater positive returns as a whole, and to protect our
investments from dilution.

We believe that risk management is essential to achieving our investment
objective. We will manage our risk through extensive portfolio diversification.
We intend to invest in at least fifty different companies, although the actual
number of companies in which we invest will be a function of total funds
available. We

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anticipate that no more than 5% of our assets, based on the cost of our
investments, will be committed at any one time to any one company. We also
intend to balance our portfolio by industry and geography:

- INDUSTRY. We intend to invest in a number of different sectors of
information technology, including Internet, e-commerce,
telecommunications, networking, software, and intranet infrastructure.

- GEOGRAPHY. We intend to invest in several regions throughout the country.
Our initial focus will be in many areas where high-growth-potential
information technology companies are being created, including the
Northeast, Mid-Atlantic, Southwest, and Northwest regions of the United
States. Many of these regions are not as well served by existing venture
capital firms as northern California, and therefore may offer improved
opportunities for venture capital investing. We will seek to continue to
expand our efforts into promising regions of technological innovation.

LEVERAGE NATIONAL VENTURE CAPITAL PRESENCE

Draper Fisher Jurvetson has established and continues to expand its network
of venture capital affiliates located in several metropolitan regions of the
United States. We intend to leverage the specialized investment knowledge and
local presence of the venture capital affiliate network assembled by Draper
Fisher Jurvetson to provide us with investment opportunities and portfolio
company oversight. Following is the current list of the name and location of
venture capital firms with whom we intend to co-invest, subject to exemptive
relief from the SEC:

- Draper Fisher Jurvetson Partners, Redwood City, CA -- Main Office

- Zone Ventures, Los Angeles, CA

- Draper Atlantic, Reston, VA

- Draper Triangle Ventures, Pittsburgh, PA

- Wasatch Venture Fund, Salt Lake City, UT

- Timberline Venture Partners, Vancouver, WA

- Draper Fisher Jurvetson Gotham Ventures, New York City, NY

We intend to utilize the investment expertise, contacts, networks, access to
deal flow, and company monitoring and managerial assistance capabilities of
Draper Fisher Jurvetson and its venture capital affiliates. We intend to
leverage these resources and to co-invest with Draper Fisher Jurvetson and one
or more of its venture capital affiliates when such investments are in your best
interests.

PROVIDE SIGNIFICANT MANAGERIAL ASSISTANCE TO OUR PORTFOLIO COMPANIES

Through Draper Advisers, we intend to provide significant managerial
assistance and guidance to our portfolio companies. Such assistance will include
serving on the board of directors of many of the companies in which we invest,
as well as providing expertise in developing and implementing business strategy
and tactics, selecting and recruiting management personnel, and general business
development. We believe that such assistance will enable us to exercise
significant influence with respect to such matters as financing, budgeting,
marketing, management selection and exit strategy of our portfolio companies. We
will also introduce the companies in which we invest to appropriate business
partners and sources of capital for larger rounds of follow-on financing.

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MANAGEMENT
DIRECTORS AND OFFICERS

Our board of directors is responsible for all aspects of our management and
day-to-day operations. Initially, we intend to have five directors, three of
whom are independent, as required by the Investment Company Act, and two
affiliated directors, one from meVC Advisers and one from Draper Advisers. Our
board of directors will have exclusive control of our business and operations,
including the selection and retention of our Investment Adviser. Except as
otherwise required by law or our certificate of incorporation, our stockholders
will have no rights to participate in our business or operations.

Timothy C. Draper is Chairman, Chief Executive Officer and a director of the
fund. Mr. Draper is also Managing Director of Draper Fisher Jurvetson Funds VI
and V, of Draper Fisher Associates Funds III and IV, a General Partner of Draper
Associates II, and sole Managing Partner of Draper Associates. He is also a
Managing Director of Draper Franchise, LLC, an entity established to help set-up
and manage remote venture capital funds. Since 1985, various funds with which he
is affiliated have funded more than 150 companies. Before founding Draper
Associates, Mr. Draper worked in high-technology corporate finance for Alex.
Brown & Sons. Before that, he worked as a Marketing Engineer for
Hewlett-Packard, and was Assistant to the President at Apollo Computer. Mr.
Draper currently serves on the board of directors of GoTo, PLX Technology,
Tumbleweed Software, and various private companies, including meVC.com. Mr.
Draper received his B.S. in Electrical Engineering from Stanford University and
his M.B.A. from the Harvard Business School.

Peter S. Freudenthal is Vice-Chairman and a director of the fund. Mr.
Freudenthal is also co-founder, President, and Chairman of the Board of
meVC.com, Inc. Previously, Mr. Freudenthal was a Senior Biotechnology Equity
Research Analyst and a Vice President with Robertson Stephens & Company. Before
joining Robertson Stephens, Mr. Freudenthal also served as Director of
Healthcare Research at Brean Murray & Company, a privately held investment bank
in New York. Mr. Freudenthal attended the Yale School of Medicine where he
focused on Neurosurgery and Trauma Surgery. Prior to medical school, Mr.
Freudenthal was Senior Graduate Fellow in the Laboratory of Immunology &
Cellular Physiology at The Rockefeller University in New York, as well as a
National Science Foundation Fellow and a David C. Scott Foundation Fellow. From
1981 to 1985, Mr. Freudenthal was a Thomas J. Watson Scholar at the IBM Research
Center in Yorktown, New York. Mr. Freudenthal received his B.S. with a double
major in Molecular Biophysics & Biochemistry and Molecular Biology from Yale
College.

We will appoint three independent directors.

Andrew E. Singer is President of the fund. Mr. Singer is also co-founder,
Chief Executive Officer and a director of meVC.com, Inc. Previously, Mr. Singer
was a Senior Associate at Robertson Stephens & Company. Before joining Robertson
Stephens, Mr. Singer was Director of New Business at The Shansby Group, a
venture capital fund managing approximately $120 million of investor capital.
Mr. Singer also served as a Financial Analyst at The Blackstone Group, a
boutique investment bank, where he evaluated investments for Blackstone's $800
million leveraged acquisition fund and provided strategic advisory services to
portfolio companies of the fund. Mr. Singer received his B.A. in East Asian
Studies, cum laude with distinction in the major, from Yale College and his
M.B.A. with distinction from the Harvard Business School.

Paul Wozniak is Vice President, Chief Financial Officer and Treasurer of the
fund. Mr. Wozniak is also Vice President, Operations for meVC.com, Inc. Mr.
Wozniak has fourteen years experience in international fund management
operations. Previously, Mr. Wozniak served in various operational roles, most
recently as Vice President and Director, Mutual Fund Operations, at GT Global
Inc./AIM Funds. At GT Global, Mr. Wozniak was responsible for the overall
management of the mutual fund accounting and pricing groups for the GT Global
mutual fund family, comprising over $10 billion in 37 funds invested worldwide.
Mr. Wozniak also served as an officer of both GT Global Inc. and the GT Global
Family of Funds. Mr. Wozniak received his B.S. in Accounting from the University
of Scranton.

20
<PAGE>
Kenneth Priore is Secretary of the fund. Mr. Priore is also Internal Counsel
and Director of Policy and Compliance for meVC.com, Inc. Formerly, Mr. Priore
was employed with Charles Schwab & Co. in San Francisco. Most recently, Mr.
Priore served as Managing Attorney: Third Party Actions, Arbitration and
Litigation, for the Office of Corporate Counsel at Charles Schwab & Co., where
he managed an active litigation docket of over 400 open matters representing
over $100 million in customer assets. Prior to that, Mr. Priore served as Policy
Director, where he was responsible for strategic planning and participated in
product development teams for retail financial services and e-commerce
applications. Mr. Priore also served as a Corporate Attorney at Charles Schwab &
Co. Mr. Priore received his B.A. from Tufts University and his J.D. from Tulane
Law School.

THE INVESTMENT ADVISER

meVC Advisers is our investment adviser. meVC Advisers was incorporated in
Delaware in November 1999. meVC Advisers is a wholly-owned subsidiary of
meVC.com. The executive offices of meVC.com and meVC Advisers are located at 991
Folsom Street, Suite 301, San Francisco, California 94107. meVC Advisers is a
registered investment adviser under the Advisers Act. meVC Advisers currently
has two directors and four officers, all of whom are our affiliates, as defined
in the Investment Company Act.

In return for its services, we have agreed to pay to meVC Advisers an annual
management fee equal to 2.5% of our average weekly net assets, payable in
monthly installments, and annual incentive compensation equal to 20% of our
annual realized capital gains net of realized and unrealized capital losses.

Mr. Singer is Chief Executive Officer of meVC Advisers and a member of its
board of directors.

Mr. Freudenthal is President of meVC Advisers and Chairman of its board of
directors.

Mr. Wozniak is Vice President, Operations of meVC Advisers.

Mr. Priore is Secretary of meVC Advisers.

Pursuant to the terms of the Investment Advisory Agreement, either party may
terminate the agreement by delivering written notice of termination to the other
party at least 60 days prior to the effective date of termination. In the event
the Investment Advisory Agreement is terminated, our board of directors will
select a new Investment Adviser to implement our investment objective and
strategies. meVC Advisers and Draper Advisers have agreed that in the event
either is terminated by the board of directors of the fund, the other will
permanently terminate any advisory relationship with the fund.

THE INVESTMENT SUB-ADVISER

meVC Advisers has retained Draper Advisers to serve as our Investment
Sub-Adviser, with responsibility for evaluating, investigating and selecting our
portfolio investments. Draper Advisers was formed in November 1999. The Managing
Member of Draper Advisers is Timothy C. Draper, and its Non-Managing Members are
the partners of Draper Fisher Jurvetson and its six venture capital affiliates.
The executive offices of both Draper Fisher Jurvetson and Draper Advisers are
located at 400 Seaport Court, Suite 250, Redwood City, California 94063. Draper
Advisers is a registered investment adviser under the Advisers Act.

In return for its services as Investment Sub-Adviser, Draper Advisers will
receive from meVC Advisers an amount equal to 40% of the management fee we pay
to meVC Advisers. meVC Advisers has also agreed to pay Draper Advisers 90% of
the carried interest it receives from the fund. The investment sub-advisory
agreement may be terminated by meVC Advisers, Draper Advisers or us upon written
notice of such termination to each of the other parties at least 60 days prior
to the effective date of termination.

Mr. Draper is the Managing Member of Draper Advisers.

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<PAGE>
John H. N. Fisher is a Non-Managing Member of Draper Advisers. Mr. Fisher is
also a Managing Director of Draper Fisher Jurvetson based in Northern
California. Previously, Mr. Fisher was a venture capitalist at ABS Ventures. In
addition to his venture capital experience, Mr. Fisher served as Strategy
Consultant to software maker Abacus Concepts (acquired by SAS Institute), as
Financial Analyst in investment banking for Alex. Brown & Sons and as Account
Executive in the Capital Markets Group at Bank of America. Mr. Fisher currently
serves on the board of directors of Wit Capital and various private companies.
He also served on the board of directors of Medior prior to its acquisition by
America Online, WebLine Communications prior to its acquisition by Cisco
Systems, and C2B prior to its acquisition by Inktomi. Mr. Fisher received his
B.S. magna cum laude from Harvard College and his M.B.A. from the Harvard
Business School.

Steven T. Jurvetson is a Non-Managing Member of Draper Advisers. Mr.
Jurvetson is a Managing Director of Draper Fisher Jurvetson based in Northern
California. Previously, Mr. Jurvetson was an R&D Engineer at Hewlett-Packard.
His prior technical experience also includes computer and instrumentation
design, materials science research, and programming at HP's PC Division, the
Center for Materials Research, and Mostek. He has also worked in product
marketing at Apple Computer and NeXT. Additionally, Mr. Jurvetson was a
Consultant at Bain & Company. He currently serves on the board of directors of
Kana Communications and various private companies. He served on the board of
directors of Hotmail from its inception through its acquisition by Microsoft.
Mr. Jurvetson also serves on the Merrill Lynch Technical Advisory Board and the
Microsoft Advisory Board for the Silicon Valley Developer Center. Mr. Jurvetson
received his B.S. in Electrical Engineering as the Henry Ford Scholar as well as
his M.S. in Electrical Engineering from Stanford University. He also received
his M.B.A. from the Stanford Graduate School of Business, where he was an Arjay
Miller Scholar.

Jennifer Scott Fonstad is a Non-Managing Member of Draper Advisers. Ms.
Fonstad is also a Director at Draper Fisher Jurvetson based in Northern
California. Previously, she worked with SensAble Technologies, a start-up
pioneering three-dimensional haptics solutions. Ms. Fonstad also worked at the
Planning Technologies Group, where she focused on strategy development for
companies in the software and healthcare information industries, and led a team
in the design, prototyping, testing, and launch of a novel health-information
system. In addition, Ms. Fonstad worked for a start-up in Central Europe and as
an Associate Consultant with Bain & Company. She served on the board of
directors of iShip.com until it was purchased by Stamps.com, and currently
serves on the boards of NetZero and various private companies. She received her
B.S. cum laude from Georgetown University and her M.B.A. with distinction from
the Harvard Business School. Ms. Fonstad is also a Kauffman Fellow.

Warren Packard is a Non-Managing Member of Draper Advisers. Warren Packard
is also a Director at Draper Fisher Jurvetson based in Northern California.
Mr. Packard co-founded Angara Database Systems, a venture funded software firm
focused on commercializing a high performance, main-memory database technology.
Prior to co-founding Angara, he was an Associate at Institutional Venture
Partners. Mr. Packard also served as a Senior Principal Engineer in the New
Business and Advanced Product Development Group at Baxter International. He
currently serves on the board of directors of Digital Impact, Direct Hit
Technologies, Fogdog Sports and various private companies. Mr. Packard received
his B.S. and M.S. in Mechanical Engineering: Smart Product Design from Stanford
University and is a member of Phi Beta Kappa. He also received his M.B.A. from
the Stanford Graduate School of Business, where he was an Arjay Miller Scholar.

John Backus is a Non-Managing Member of Draper Advisers. Mr. Backus is also
a Managing Partner of Draper Atlantic based in Reston, Virginia. Prior to
founding Draper Atlantic, Mr. Backus was a founding investor and the President
and Chief Executive Officer of US Order/InteliData Technologies, leading US
Order from initial revenue generation through a $65 million initial public
offering in 1995. During the past 15 years he has negotiated over 15 merger,
acquisition, divestiture, venture investment, and corporate finance transactions
with a combined value in excess of $500 million. Mr. Backus currently serves on
the board of directors of Amazing Media, iSay.com, Singleshop.com, and World
Airways and is

22
<PAGE>
the Vice-Chairman of the Northern Virginia Technology Council. Mr. Backus
received his B.A. in Economics from Stanford University and his M.B.A. from the
Stanford Graduate School of Business.

Jim Lynch is a Non-Managing Member of Draper Advisers. Mr. Lynch also serves
as a Managing Partner of Draper Atlantic based in Reston, Virginia. Prior to
founding Draper Atlantic, Mr. Lynch served as a general partner for the Polaris
Fund, investors in Redgate Communications and Medior, both acquired by America
Online. Prior to joining the Polaris Fund, Mr. Lynch taught finance at INCAE, a
Costa Rican based graduate school of business affiliated with Harvard
University. On behalf of Draper Atlantic, Mr. Lynch currently serves on the
board of directors of MultiCity, Roku and 2Wrongs. Mr. Lynch received his B.A.
cum laude in Economics from Yale College and his M.B.A. from the Harvard
Business School.

Daniel Rua is a Non-Managing Member of Draper Advisers. Mr. Rua is also a
Principal of Draper Atlantic based in Reston, Virginia. Prior to joining Draper
Atlantic, Mr. Rua advised International Fiberoptic Technologies on strategic,
marketing and funding issues. Mr. Rua also provided Internet customer value
analysis and strategic planning for TotalSports, an Internet sports information
startup. His consulting efforts have been recognized by the NC Small Business
and Technology Development Center. Prior to his consulting efforts, Mr. Rua
worked 7 years in IBM's Networking Software group. He currently serves on the
board of directors of AuctionRover.com, neoButler.com and 2Wrongs.com. Mr. Rua
received his B.S. in Computer Engineering from the University of Florida. He
also received his J.D. with honors from the University of North Carolina School
of Law and his M.B.A. with Dean's Scholar distinction from the Kenan-Flagler
Business School.

Todd J. Stevens is a Non-Managing Member of Draper Advisers. Mr. Stevens is
also Managing Director of the Wasatch Venture Fund based in Salt Lake City,
Utah. At Wasatch, Mr. Stevens has overseen investments in over 40 early-stage
high-technology companies. Prior to establishing the Wasatch Venture Fund, Mr.
Stevens was an experienced finance executive, having raised over $450 million in
debt and equity for Utah companies during the pervious ten years. He also worked
in real estate development, planning and control for Homart Development (a
subsidiary of Sears) and as Treasurer for a Utah-based publicly traded company.
Mr. Stevens serves on the board of directors of several portfolio companies
including InsurQuote Systems and Sandbox Entertainment, as well as MACC Private
Equities Inc. He recieved his B.S. in Accounting and Management from the
University of Utah and his M.B.A. from the Harvard Business School.

Kent I. Madsen is a Non-Managing Member of Draper Advisers. Mr. Madsen is
also a Partner of the Wasatch Venture Fund based in Salt Lake City, Utah.
Previously, Mr. Madsen worked for Ford Motor Company in the Advanced Technology
Group. He then transferred to Ford's China Operations where he helped to write,
present and negotiate joint venture proposals. Mr. Madsen then relocated to head
the Product Development efforts at the newly established joint venture in China.
Presently, Mr. Madsen serves on the board of directors of theDial, EdgeMail
Technologies, 1800weddings, Alta Technology and ZZSoft. Mr. Madsen received his
B.S. in Mechanical Engineering and Applied Mechanics from the University of
Pennsylvania. He also received his M.S. in Mechanical Engineering from the
University of Michigan and his M.A. in International Studies, earned as a Lauder
Fellow, from the Lauder Institute at the University of Pennsylvania. Mr. Madsen
also received his M.B.A. is from The Wharton School.

Frank M. Creer is a Non-Managing Member of Draper Advisers. Mr. Creer is
also a Managing Director and a co-founder of Zone Ventures based in Los Angeles,
California. Mr. Creer is also a Partner of the Wasatch Venture Fund based in
Salt Lake City, Utah. Mr. Creer has worked in management consulting for small to
medium size technology businesses and has also placed financing for a diverse
range of real estate developments. Mr. Creer also worked in the development
group of a publicly traded company where he was involved in financial analysis
and economic feasibility studies of proposed projects. Mr. Creer currently
serves on the board of directors of AllPets, Inc., emWare, Inc., e-Style, Inc.,
GoWarehouse.com, Perks.com, and ZKey.com. Mr. Creer received his B.S. in
University Studies with a Finance and Entrepreneurial emphasis from the
University of Utah.

23
<PAGE>
David L. Cremin is a Non-Managing Member of Draper Advisers. Mr. Cremin is
also a Partner and co-founder of Zone Ventures based in Los Angeles, California.
With over nine year of experience working as an entrepreneur, Mr. Cremin
specializes in developing high growth businesses. Prior to Zone Ventures, he
served as President of Vis-a-Vis Entertainment, a start up entertainment
information content provider, where he continues to serve as a director. Before
that, Mr. Cremin worked in strategic planning at Citicorp Credit Services. Mr.
Cremin currently serves on the board of directors of Digitoy, Inc. (Rocket
Radio), LassoPower, Inc., ShowBIZ Data, Inc. and Zone Communications, Inc. As an
advocate for the growth of a technology culture in Southern California, Mr.
Cremin founded the Zone Club, a non-profit civic organization, which serves to
unite isolated Southern California groups, companies, associations and
entrepreneurs related to technology and new media. Mr. Cremin received his B.S.
in Industrial Engineering from Stanford University.

N. Darius Sankey is a Non-Managing Member of Draper Advisers. Dr. Sankey is
also a Partner of Zone Ventures based in Los Angeles, California. Dr. Sankey has
over five years of experience working on communications, optoelectronics and
network technologies. Previously, Dr. Sankey was a Consultant at McKinsey &
Company. Prior to McKinsey, Dr. Sankey worked in strategic planning, consulting
and R&D positions at Portland Software, AT&T Solutions, RAND and AT&T Bell
Laboratories. In addition, Dr. Sankey has focused research efforts on business
development and product marketing for e-commerce businesses in the areas of
communications services, enterprise software systems, financial services, and
digital content management. He currently sits on the boards of StaticOnline.com,
ElectricPal.com, and 3GA, Inc. Dr. Sankey received his B.S. degrees in Physics
and Electrical Engineering from M.I.T. and his Ph.D. in Optical Engineering from
the Institute of Optics, University of Rochester.

William R. Kallman is a Non-Managing member of Draper Advisers. Mr. Kallman
is also Managing Partner of Timberline Ventures. Mr. Kallman has over 14 years
of high-technology industry operating and entrepreneurial experience as a board
member, CEO/President, and business development executive. Mr. Kallman has
guided and managed multi-stage technology venture development, assembled and led
senior management and technical teams, and raised venture capital, venture
leasing, and corporate partner strategic funding for early-stage companies. He
serves on the board of directors of the Oregon Entrepreneur Forum and several
Timberline portfolio companies including Applied Inference, Bidpath.com,
MusicCity.com, and Zairmail. Mr. Kallman has additional prior experience in
marketing and sales, operations, and engineering from Kollmorgen, Cray Research,
and Hewlett-Packard. Mr. Kallman received his B.A. in Chemistry from Reed
College, his M.S. in Material Science & Engineering from Stanford University,
and his M.B.A. from the Harvard Business School.

Jeffrey C. Tung is a Non-Managing member of Draper Advisers. Mr. Tung is
also Managing Partner of Timberline Ventures. Mr. Tung has over 14 years of
experience as an early-stage information technology venture capital investor,
including Documentum. From its inception in 1989 to its completion in 1997,
Mr. Tung was a Vice President and a Partner of Xerox Technology Ventures (XTV),
a corporate-backed venture capital fund. Prior to XTV, Mr. Tung was an Associate
Partner at KBA Partners, a $100 million technology venture investment fund.
Before that, Mr. Tung worked as a Product Manager for Networking Products at
Intel and a Project Leader at Lockheed Martin. Mr. Tung has served on the board
of directors and interim CEO for many portfolio companies including XTV,
Documentum, and presently at Timberline's Virtual Relocation, eTrieve. Mr. Tung
received his B.S. and his M.S. degrees in Electrical Engineering from M.I.T. and
his M.B.A. from the Harvard Business School.

Ross H. Goldstein is a Non-Managing member of Draper Advisers. Mr. Goldstein
is also a Managing Partner and co-founder of Draper Fisher Jurvetson Gotham
Ventures based in New York City. Prior to co-founding Draper Fisher Jurvetson
Gotham, Mr. Goldstein was Executive Vice President and Chief Financial Officer
of Interactive Imaginations, Inc., the predecessor company to 24/7 Media, Inc.
Prior to joining Interactive Imaginations, Mr. Goldstein was with Morgan Stanley
for 13 years, where he had most recently been a senior banker responsible for
equity financings for the firm's technology, telecommunications and media
clients such as Netscape, America Online, Silicon Graphics and Applied
Materials.

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<PAGE>
Mr. Goldstein serves on the advisory board of directors of PassLogix, Inc. Mr.
Goldstein received his B.S. in Applied Mathematics-Economics, magna cum laude
from Brown University and his M.B.A. from the Stanford University Graduate
School of Business.

Daniel J. Schultz is a Non-Managing member of Draper Advisers. Mr. Schultz
is also a Managing Partner and a co-founder of Draper Fisher Jurvetson Gotham
Ventures based in New York City. Mr. Schultz has spent his career advising,
financing and investing in emerging technology, telecom and other growth
companies. Over the last 14 years, Mr. Schultz has held various senior equity
positions with Lehman Brothers in New York and London. Most recently, Mr.
Schultz managed the firm's venture capital and private equity financing
department raising over $300 million in 16 transactions for a variety of
Internet, software, new media, information services and healthcare companies.
Prior to that Mr. Schultz was responsible for securing, structuring and
executing equity offerings for emerging growth companies in the U.S., Europe and
Israel. Mr. Schultz is a Limited Partner in an existing international technology
venture capital fund and is an investor in a number of private venture-stage
companies, including Active Impulse Systems, PassLogix and System Management
ARTS. He is a member of the Investment Committee of the endowment fund of the
American Friends of The Hebrew University and is the Assistant Treasurer for the
group. Mr. Schultz received his A.B. in Economics from Columbia University.

Joseph A. Katarincic, Jr. is a Non-Managing member of Draper Advisers. Mr.
Katarincic is also a Manging Director of Draper Triangle Ventures. He is also a
Principal of Triangle Capital Corporation and of Lycos Ventures. Previously, Mr.
Katarincic served as Vice President - Corporate Development and General Counsel
of J. Edward Connelly Associates, Inc., a diversified holding company, where he
was responsible for all corporate acquisitions, divestitures and financings.
Prior to that, Mr. Katarincic was an Associate at Skadden, Arps, Slate, Meagher
& Flom, an international law firm. Mr. Katarincic serves on the board of
directors of Exonic Systems Corp. Mr. Katarincic received his B.A. in Economics
from the College of the Holy Cross, his J.D. from the University of Pittsburgh
School of Law and his M.B.A. from the Carnegie Mellon University Graduate School
of Industrial Administration.

VALUATION OF PORTFOLIO SECURITIES

On a [quarterly] basis, and at such other times as deemed appropriate under
the circumstances, our board of directors will prepare a valuation of our
assets.

As a general principle, the current fair value of an investment is the
amount that we might reasonably expect to receive for the asset if it were
currently sold by us. There is a range of values that is reasonable for
investments in private companies at any particular time. Generally, our board of
directors will initially set the fair value of each of our investments at cost.
Upon the occurrence of a significant development or other factor affecting a
portfolio company, including results of operations, changes in general market
conditions, subsequent financing or the availability of market quotations, our
board of directors will determine whether such events provide a basis for
valuing such investment at a number other than cost.

We anticipate that many of our investments for which a public market does
not exist will be restricted securities under the Securities Act. Whenever
possible, Draper Advisers will negotiate for registration rights for us in
connection with our investments. The value for investments for which no public
market exists cannot be precisely determined. Generally, our board of directors
will value such investments on a going concern basis without considering
disposition costs.

Our board of directors will value our portfolio investments for which market
quotations are readily available and which are freely transferable as follows:
(i) securities traded on a securities exchange or the Nasdaq Market will be
valued at the closing price on the day the securities are being valued and
(ii) securities traded in the over-the-counter market will be valued at the
average of the closing bid and asked prices for the trading day the securities
are being valued. Our board of directors will value those portfolio investments
for which market quotations are readily available but are restricted from free
trading in the public securities markets, including stock subject to Rule 144
under the Securities Act, by

25
<PAGE>
discounting the closing price or the closing bid and asked prices for the last
trading day prior to the date of valuation to reflect the illiquidity imposed by
the Rule 144 restrictions, but taking into consideration whether we have any
contractual registration rights. For this purpose, an investment that is
exercisable for or convertible into a security for which market quotations are
readily available or otherwise contains the right to acquire such a security
will be deemed to be an investment for which market quotations are readily
available, but the value of the security will be reduced by any consideration to
be paid by us in connection with the exercise or conversion.

With respect to any debt securities in our portfolio with a maturity date
within 60 days of the valuation date, our board of directors will value such
securities using the amortized cost method. Securities with a maturity date of
more than 60 days after the valuation date for which there is a market and which
are freely transferable will be valued at the most recent bid price or yield
equivalent as obtained from dealers that make markets in such securities.
Certificates of deposit held in our portfolio will generally be valued at their
face value, plus accrued interest.

The fair value of investments for which no market exists and for which our
board of directors has determined that the original cost of the investment is no
longer an appropriate valuation will be determined on the basis of procedures
established in good faith by our board of directors. Valuations will be based
upon such factors as earnings and net worth, the market price of similar
securities of comparable companies and an assessment of future financial
prospects. In the case of unsuccessful operations, the valuation may be based
upon anticipated liquidation proceeds.

Our board of directors may also consider, when available, a follow-on
investment in a portfolio company's securities as the basis of valuation. This
method of valuing a follow-on investment will be used only with respect to
completed transactions or firm offers involving an arms-length negotiation
between issuer and investor. Securities with legal, contractual or practical
restrictions on transfer may be valued at a discount from their value determined
by the foregoing methods to reflect these restrictions.

Our board of directors will review its valuation policies from time to time
and make any necessary adjustments. Our board of directors may also hire
independent consultants to review our valuation procedures or to conduct an
independent valuation.

To determine the net asset value per share of our common stock, the value of
our assets, including our portfolio securities, will be determined by our board
of directors, our liabilities, if any, will be subtracted, and the difference
will be divided by the number of outstanding shares of our common stock on the
date of valuation.

The value of our portfolio securities is inherently subjective. Our net
asset value, as determined by the board of directors, may also not fully reflect
the price at which you could sell your shares in the secondary market, if a
secondary market for our shares had developed.

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<PAGE>
INVESTMENT COMPANY ACT REGULATION

We have elected to be regulated as a business development company under the
Investment Company Act. A business development company is defined as a domestic,
closed-end company that is operated for the purpose of making specific types of
investments and that makes available significant managerial assistance to the
companies in which it invests.

As a business development company, we are required to have:

- At least 70% of our investments in eligible assets before investing in
non-eligible assets, and

- We must provide or make available significant managerial assistance to our
portfolio companies.

ELIGIBLE ASSETS

Eligible assets include:

- Securities of an eligible portfolio company which are purchased from that
company in a private transaction. An eligible portfolio company is a
company that:

- is organized and has its principal place of business in the United
States,

- subject to certain narrowly defined exceptions, is not itself a
registered investment company,

- has no class of securities listed on a national securities exchange
or on a dealers' margin list,

- is actively controlled by a business development company, either
alone or acting as part of a controlling group, and an affiliate of
the business development company serves on such company's board of
directors, or

- meets certain other criteria as may be established from time to time
by the Securities and Exchange Commission pursuant to its rule-making
authority.

- Securities received by the business development company in connection
with its ownership of securities of an eligible portfolio company, or

- Cash, cash items, government securities, or high quality debt securities
maturing in one year or less from the time of investment.

SIGNIFICANT MANAGERIAL ASSISTANCE

Significant managerial assistance includes:

- Any arrangement in which a business development company offers to provide,
and, if accepted, provides, significant guidance and counsel concerning
the management, operations, or business objectives and policies of a
portfolio company, or

- The exercise by a business development company of a controlling influence
over the management or policies of a portfolio company by the business
development company acting individually or as part of a group acting
together which controls the portfolio company.

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<PAGE>
DESCRIPTION OF CAPITAL STOCK

COMMON STOCK

The table below sets forth certain information about our capital stock.

<TABLE>
<CAPTION>
(4)
AMOUNT
(2) (3) OUTSTANDING
(1) AMOUNT AMOUNT HELD BY THE FUND EXCLUSIVE OF AMOUNT
TITLE OF CLASS AUTHORIZED OR FOR ITS ACCOUNT SHOWN UNDER (3)
- -------------- ----------- ----------------------- -------------------
<S> <C> <C> <C>
Common Stock, $.01 par value.............. 150,000,000 (0) (0)
</TABLE>

Holders of shares of our common stock are entitled to one vote per share on
all matters submitted for action by our stockholders. Our stockholders do not
have cumulative voting rights with respect to the election of directors and,
thus, the holders of a majority of our outstanding shares can, if they choose to
do so, elect all of our directors. The holders of shares of our common stock are
entitled to receive dividends when, as and if declared by our board of directors
out of funds legally available for this purpose.

If we are liquidated, dissolved or wound up, holders of our common stock are
entitled to share ratably in all of our remaining assets after payment of any
outstanding liabilities and after we have provided any liquidation preference on
any other class of our capital stock. Holders of shares of our common stock have
no conversion, preemptive or other subscription rights, nor do shares of our
common stock carry redemption rights. All of the outstanding shares of our
common stock are, and the shares offered in this offering, when issued against
payment for them, will be, fully-paid and non-assessable.

CERTAIN ASPECTS OF OUR CERTIFICATE OF INCORPORATION AND BYLAWS

CLASSIFIED BOARD

Our certificate of incorporation provides for a classified board of
directors consisting of three classes of directors, each serving staggered
three-year terms. As a result, a portion of our board of directors will be
elected each year. Timothy C. Draper and Peter S. Freudenthal have been
designated Class I directors whose terms expire at the 2000 annual meeting of
stockholders. [Name to come] has been designated as a Class II director whose
term expires at the 2001 annual meeting of stockholders. [Name to come] and
[Name to come] have been designated as Class III directors whose terms expire at
the 2002 annual meeting of stockholders. This classification of the board of
directors may delay or prevent a change in control of our company or in our
management.

EXECUTIVE OFFICERS

Executive officers are appointed by the board of directors on an annual
basis and serve until their successors have been duly elected and qualified.
There are no family relationships among any of our directors, officers or key
employees.

BOARD COMMITTEES

Our board of directors has established an audit committee and a compensation
committee. The audit committee currently consists of Messrs. and
. The audit committee reviews our internal accounting procedures
and consults with and reviews the services provided by our independent
accountants. The compensation committee currently consists of Messrs.
and . The compensation committee reviews and
recommends to the board of directors the compensation and benefits of our
employees.

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<PAGE>
EXECUTIVE COMPENSATION

Since we are newly organized, we have not yet paid compensation to any of
our directors or officers.

LIMITATIONS ON DIRECTORS' LIABILITY AND INDEMNIFICATION

Our certificate of incorporation limits the liability of directors to the
maximum extent permitted by Delaware law. Delaware law provides that directors
of a corporation will not be personally liable for monetary damages for breach
of their fiduciary duties as directors, except liability for any of the
following:

- any breach of their duty of loyalty to the corporation or its
stockholders;

- acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;

- unlawful payments of dividends or unlawful stock repurchases or
redemptions; or

- any transaction from which the director derived an improper personal
benefit.

This limitation of liability does not apply to liabilities arising under the
federal securities laws and does not affect the availability of equitable
remedies such as injunctive relief or rescission.

Our certificate of incorporation also provides that, to the fullest extent
permitted under Delaware law, our directors may participate in other business or
investing activities, even if such other activities are in competition with our
business. Moreover, in the event any of our directors are involved in any such
activities:

- they may, but are not obligated to, offer us the opportunity to
participate in such activities;

- the Fund will have no claim on or right to receive any income or profit
which such directors may derive from any such activities; and

- such directors will not be liable to the Fund or its stockholders for
monetary damages for loss of corporate opportunity or otherwise because of
their participation in any such activities.

- Our certificate of incorporation and bylaws provide that we shall
indemnify our directors and executive officers and may indemnify our other
officers and employees and other agents to the fullest extent permitted by
law. We believe that indemnification under our bylaws covers at least
negligence and gross negligence on the part of indemnified parties. Our
bylaws also permit us to secure insurance on behalf of any officer,
director, employee or other agent for any liability arising out of his or
her actions in such capacity, regardless of whether our bylaws would
permit indemnification.

We have entered into agreements to indemnify our directors and executive
officers, in addition to indemnification provided for in our bylaws. These
agreements, among other things, provide for indemnification of our directors and
executive officers for expenses, judgments, fines and settlement amounts
incurred by any such person in any action or proceeding arising out of such
person's services as a director or executive officer or at our request. We
believe that these provisions and agreements are necessary to attract and retain
qualified persons as directors and executive officers.

The limited liability and indemnification provisions in our certificate of
incorporation and bylaws may discourage stockholders from bringing a lawsuit
against our directors for breach of their fiduciary duty and may reduce the
likelihood of derivative litigation against our directors and officers, even
though a derivative litigation, if successful, might otherwise benefit us and
our stockholders. A stockholder's investment in us may be adversely affected to
the extent we pay the costs of settlement or damage awards against our directors
or officers under these indemnification provisions.

29
<PAGE>
At present, there is no pending litigation or proceeding involving any of
our directors, officers or employees in which indemnification is sought, nor are
we aware of any threatened litigation that may result in claims for
indemnification.

DELAWARE ANTI-TAKEOVER LAW AND CHARTER AND BYLAW PROVISIONS

Provisions of Delaware law and our certificate of incorporation and bylaws
could make the following more difficult:

- the acquisition of us by means of a tender offer;

- acquisition of us by means of a proxy contest or otherwise; or

- the removal of our incumbent officers and directors.

These provisions, summarized below, are expected to discourage coercive
takeover practices and inadequate takeover bids. These provisions are also
designed to encourage persons seeking to acquire control of us to first
negotiate with our board. We believe that the benefits of increased protection
of our potential ability to negotiate with the proponent of an unfriendly or
unsolicited proposal to acquire or restructure us outweigh the disadvantages of
discouraging such proposals because negotiation of such proposals could result
in an improvement of their terms.

ELECTION AND REMOVAL OF DIRECTORS. Our board of directors is divided into
three classes. The directors in each class will serve for a three-year term, one
class being elected each year by our stockholders. This system of electing and
removing directors may tend to discourage a third party from making a tender
offer or otherwise attempting to obtain control of us because it generally makes
it more difficult for stockholders to replace a majority of the directors.

STOCKHOLDER MEETINGS. Under our certificate of incorporation, only the
board of directors, the Chairman of the Board, Vice Chairman, Chief Executive
Officer or President may call special meetings of stockholders.

ADOPTION, AMENDMENT OR REPEAL OF OUR BYLAWS. Our certificate of
incorporation provides that any adoption, amendment or repeal of our Bylaws will
require the approval of:

- at least 66-2/3% of the total number of our authorized directors,
irrespective of any vacancies that may exist on the board of directors at
the time; or

- the holders of at least 66-2/3% of the then outstanding shares of our
capital stock entitled to vote on the matter.

REMOVAL OF DIRECTORS. Our certificate of incorporation provides that our
stockholders may remove one or more of our directors only for cause and only
with the affirmative approval of the holders of at least 75% of the then
outstanding shares of our capital stock entitled to vote on the matter.

CONVERSION TO OPEN-END INVESTMENT COMPANY. Our certificate of incorporation
provides that any proposal to convert us from a closed-end investment company to
an open-end investment company will require the affirmative approval of (i) at
least 75% of our continuing directors and (ii) the holders of at least 75% of
the then outstanding shares of our capital stock entitled to vote on the matter.
A continuing director is any director:

- who is not a person or affiliate of a person who enters or proposes to
enter into a business combination with us; and

- who has been a director for at least 12 months; or

30
<PAGE>
- who is a successor of a continuing director who is not a person or
affiliate of a person who enters or proposes to enter into a business
combination with us and was appointed to the board of directors by a
majority of the continuing directors.

REQUIREMENTS FOR ADVANCE NOTIFICATION OF STOCKHOLDER NOMINATIONS AND
PROPOSALS. Our bylaws establish advance notice procedures with respect to
stockholder proposals and the nomination of candidates for election as
directors, other than nominations made by or at the direction of the board of
directors.

AMENDMENT OF CHARTER PROVISIONS. The amendment of any of the above
provisions would require approval by holders of at least 66-2/3% of the then
outstanding shares of our capital stock entitled to vote on the matter.

ANNUAL MEETINGS

We intend to hold annual meetings of our stockholders to elect our directors
and take such other action as may be necessary or appropriate if we are required
to do so under applicable law or rules of exchanges or other applicable
regulatory agencies.

DISTRIBUTIONS

At least one time per year, we will make distributions of cash and
securities to you of at least 90% of the net investment income we receive from
interest and dividends plus net short-term capital gains. We intend to make the
first distribution, which will likely be comprised entirely of investment income
from short-term investments in accordance with our investment objective, by
December 31, 2000. If we incur indebtedness, however, the Investment Company Act
limits our ability to make distributions if at any time our "asset coverage
ratio" is below 300%.

If any of our portfolio companies elects to sell its shares in an initial
public offering, or if we receive publicly-traded stock from an acquirer of one
of our portfolio companies, the board of directors may distribute pro rata our
shares or a portion of our shares of that company's capital stock. Any shares we
distribute may be subject to certain transfer restrictions, including a lock-up
period which may prohibit you from selling the distributed shares for up to six
months.

We intend to qualify for the special tax treatment provided under Subchapter
M of the Internal Revenue Code. To qualify for such treatment, we must
distribute to our stockholders for each taxable year at least 90% of our
investment company taxable income (consisting generally of net investment income
and net short-term capital gains). These distributions will be taxable to you as
ordinary income or capital gains. You may be proportionately liable for taxes on
income and gains of the Fund, but, if you are not subject to tax on your income,
should not be required to pay tax on amounts distributed to you. We will inform
stockholders regularly of the amount and nature of our income and gains. A more
detailed discussion of the federal income tax considerations applicable to us
and to an investment in shares of our common stock is included in the SAI under
the heading "Federal Income Tax Matters."

DIVIDEND REINVESTMENT PLAN

All of our stockholders who hold shares of common stock in their own name
will automatically be enrolled in our Dividend Reinvestment Plan, or the Plan.
All such stockholders will have their cash dividends and distributions
automatically reinvested by , or the Plan Agent, in
additional shares of our common stock. Any stockholder may, of course, elect to
receive his or her dividends and distributions in cash. For any of our shares
that are held by banks, brokers or other entities that hold our shares as
nominees for individual stockholders, the Plan Agent will administer the Plan on
the basis of the number of shares certified by any nominee as being registered
for stockholders that have not elected to receive dividends and distributions in
cash. To receive your dividends and distributions in cash, you must notify the
Plan Agent, or your broker or other nominee, as the case may be, in writing.

31
<PAGE>
The Plan Agent serves as agent for the stockholders in administering the
Plan. When we declare a dividend or distribution payable in cash or in
additional shares of our common stock, those stockholders participating in the
Plan will receive their dividend or distribution in additional shares of our
common stock. Such shares will be either newly issued by us or purchased in the
open market by the Plan Administrator. If the market value of a share of our
common stock on the record date for such dividend or distribution equals or
exceeds the net asset value per share on that date, we will issue new shares at
the net asset value. If the net asset value exceeds the market price, the Plan
Agent will purchase in the open market such number of shares as is necessary to
complete the distribution.

The Plan Agent will maintain all stockholder accounts in the Plan and
furnish written confirmation of all transactions. Shares of our common stock in
the Plan will be held in the name of the stockholder and such stockholder will
be considered the beneficial owner of such shares for all purposes.

There is no charge to stockholders for participating in the Plan or for the
reinvestment of dividends and distributions. We will not incur brokerage fees
with respect to newly issued shares issued in connection with the Plan.
Stockholders will, however, be charged a pro rata share of any brokerage fee
charged for open market purchases in connection with the Plan.

We may terminate the Plan at any time. We may also amend the Plan upon
providing written notice to stockholders participating in the Plan at least
thirty days prior to such amendment. You may withdraw from the Plan upon written
request to the Plan Agent. You may obtain additional information about the Plan
from the Plan Agent.

UNDERWRITING

The Underwriters named below (the "Underwriters"), for whom and
are acting as representatives (the "Representatives") have severally agreed,
subject to the terms and conditions contained in the underwriting agreement with
us and meVC Advisers (the "Underwriting Agreement"), to purchase from the us the
number of shares set forth below opposite their respective names.

<TABLE>
<CAPTION>
NUMBER
UNDERWRITER OF SHARES
- ----------- ---------
<S> <C>
</TABLE>

We are obligated to sell, and the Underwriters are obligated to purchase,
all of the shares offered hereby, if any are purchased. The Participating
Institutions consist of the Underwriters named above and any broker-dealer or
financial institution that has signed the Soliciting Dealer Agreement.

We have agreed to pay to the Underwriters compensation in the gross amount
of $ per Share ( % of the offering price per share) or an aggregate amount
of $ ($ assuming full exercise of the over-allotment option)
for all Shares covered by this prospectus. Such payment will be our legal
obligation and made out of its own assets and will not in any way represent an
obligation of our shareholders. We will pay offering expenses of $
($ if the Underwriters' over-allotment option is exercised in full)
which will be deducted from the total proceeds of the offering. meVC Advisers,
Inc. has agreed that it or an affiliate will pay % of our offering expenses.
The Underwriters, through the Representatives, have advised the us that the
Underwriters propose to offer the shares set forth above at the offering price
set forth on the cover page of this prospectus, that the Underwriters may allow
a concession of $ per share to certain dealers and that such dealers may
reallow a concession of up to $ per share to certain other dealers. After
the initial public offering, the offering price and the concessions may be
changed by the Representatives.

We have granted to the Underwriters an option, exercisable for 45 days from
the date of this Prospectus to purchase up to an additional shares at
the offering price set forth on the cover

32
<PAGE>
page of this prospectus. Such option may be exercised at any time or from time
to time during such 45-day period, but no more than three times. The
Underwriters may exercise such option solely for the purpose of covering
over-allotments incurred in the sale of the shares offered hereby. To the extent
such option to purchase is exercised, each Underwriter will become obligated,
subject to certain conditions, to purchase approximately the same percentage of
such additional shares as the number set forth next to such Underwriter's name
in the preceding table bears to .

We, our officers and directors (with certain limited exceptions), have
agreed not to, directly or indirectly, offer, sell, offer to sell, contract to
sell, pledge, grant any option to purchase or otherwise sell or dispose (or
announce any offer, sale, offer to sell, contract of sale, pledge, grant of any
option to purchase or other sale or disposition) of any of our shares or any
securities convertible into or exchangeable or exercisable for, our shares
(other than pursuant to the over-allotment option granted to the Underwriters,
and pursuant to the Dividend Reinvestment Plan), for a period of 180 days from
the closing of this offering, without the prior written consent of
, on behalf of the Underwriters. may, in
its sole discretion, at any time and without notice, release all or any portion
of the shares subject to the foregoing lock-up agreements.

The Representatives have informed us that the Underwriters do not intend to
confirm sales to any accounts over which they exercise discretionary authority.

In order to meet the requirements for listing the Shares on the New York
Stock Exchange, the Underwriters have undertaken to sell lots of 100 or more
shares to a minimum of 2,000 beneficial holders. The minimum investment
requirement is 100 Shares (or $ ).

In the ordinary course of their businesses, , some of the
other Underwriters and their respective affiliates in the future may engage in
investment banking and financial transactions with us.

In connection with the offering, certain Underwriters and Participating
Institutions and their respective affiliates may engage in transactions that
stabilize, maintain or otherwise affect the market price of the shares. Such
transactions may include stabilization transactions effected in accordance with
Rule 104 of Regulation M, pursuant to which such persons may bid for or purchase
shares for the purpose of stabilizing its market price. The Underwriters may
also create a short position for the account of the Underwriters by selling more
shares in connection with the offering than they are committed to purchase from
us, and in such case may purchase shares in the open market following the
completion of the Offering to cover all or a portion of such short position. The
Underwriters may also cover all or a portion of such short position, up to
Shares, by exercising the Underwriters' over-allotment option referred
to previously. In addition, the Representatives, on behalf of the Underwriters,
may impose "penalty bids" under contractual arrangement with the Underwriters
whereby they may reclaim from an Underwriter or any other Participating
Institution for the account of the other Underwriters the concession with
respect to shares that are distributed in the offering but subsequently
purchased by the Representatives for the account of the Underwriters in the open
market. Any of the transactions described in this paragraph may result in the
maintenance of the price of the shares at a level above that which might
otherwise prevail in the open market. None of the transactions described in this
paragraph is required and, if they are undertaken, they may be discontinued at
any time.

HOW TO SUBSCRIBE

To purchase our shares, you must complete and execute a subscription
agreement and arrange payment. Our shares are initially being offered through a
group of brokers and dealers selected by meVC Advisers. You should contact your
individual broker to arrange a purchase of our shares.

LEGAL MATTERS

The validity of the shares of our common stock being offered for sale will
be passed upon for us by Pillsbury Madison & Sutro LLP, San Francisco,
California.

33
<PAGE>
EXPERTS

Our Statement of Assets and Liabilities as of , 1999 has been
included herein in reliance upon the report of , San
Francisco, California, independent auditors to the Fund, appearing elsewhere
herein, and upon the authority of the same firm as experts in auditing and
accounting.

34
<PAGE>
TABLE OF CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Investment Policies.........................................
Management..................................................
Venture Capital Operations..................................
Investment Company Act Regulation...........................
Potential Conflicts of Interest.............................
Federal Income Tax Matters..................................
ERISA Matters...............................................
Transfer Agent and Registrar................................
Dividend Paying Agent.......................................
Custodian...................................................
</TABLE>

35
<PAGE>
ADDITIONAL INFORMATION

We have filed with the Securities and Exchange Commission a registration
statement on Form N-2 with respect to the shares of our Common Stock offered by
this prospectus. This prospectus, which is a part of the registration statement,
does not contain all of the information set forth in the Registration Statement
or the exhibits and schedules which are a part of the registration statement.
Additional information concerning us and our common stock is included in the
Registration Statement and its exhibits and schedules. You may read and copy any
document we file at the SEC's public reference room in Washington, DC. Please
call the SEC at 1-800-SEC-0330 for further information on the public reference
room. Our SEC filings are also available to the public from the SEC's website at
HTTP://WWW.SEC.GOV.

Upon completion of this offering, we will be subject to the information and
periodic reporting requirements of the Securities Exchange Act and will file
periodic reports, proxy statements and other information with the SEC. Such
periodic reports, proxy statements and other information will be available for
inspection and copying at the SEC's public reference room, from the SEC's
website at HTTP:// WWW.SEC.GOV and from our website at
HTTP://WWW.MEVC.COM/MEVCDRAPERFUND.ASP.

36
<PAGE>
[INSIDE BACK COVER OF PROSPECTUS]

37
<PAGE>
MEVC DRAPER FISHER JURVETSON FUND I, INC.

991 FOLSOM STREET
SUITE 301
SAN FRANCISCO, CALIFORNIA 94107

AN INFORMATION TECHNOLOGY VENTURE CAPITAL FUND

------------------------

SHARES
COMMON STOCK,
$.01 PAR VALUE
------------------------

PROSPECTUS

, 2000

Until , 2000 (90 calendar days after the commencement of the
offering), all dealers effecting transactions in these securities, whether or
not participating in this offering, may be required to deliver a prospectus.
This delivery requirement is in addition to the obligation of the selected
brokers and dealers to deliver a prospectus in connection with each sale made
pursuant to this offering.

<TABLE>
<S> <C>
INVESTMENT ADVISER INVESTMENT SUB-ADVISER
meVC Advisers, Inc. Draper Fisher Jurvetson Advisers, LLC
991 Folsom St., Suite 301 400 Seaport Court, Suite 250
San Francisco, California 94107 Redwood City, California 94063

CUSTODIAN TRANSFER AGENT AND REGISTRAR,
[Name] DIVIDEND PAYING AGENT AND
[Address] DIVIDEND REINVESTMENT PLAN AGENT
[Address] [Name]
[Address] [Address]
[Address]

COUNSEL TO THE FUND INDEPENDENT AUDITORS
Pillsbury Madison & Sutro LLP [Name]
50 Fremont Street [Address]
San Francisco, California 94111 [Address]
</TABLE>

MEVC DRAPER FISHER JURVETSON FUND I, INC.
, 2000
<PAGE>
MEVC DRAPER FISHER JURVETSON FUND I, INC.
AN INFORMATION TECHNOLOGY VENTURE CAPITAL FUND

991 FOLSOM STREET, SUITE 301
SAN FRANCISCO CALIFORNIA 94111
TELEPHONE: (800) 830-1822
FACSIMILE: (415) 977-6160
HTTP://WWW.MEVC.COM/MEVCDRAPERFUND.ASP

STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information ("SAI") is not a prospectus. This
SAI relates to and should be read in conjunction with the prospectus of meVC
Draper Fisher Jurvetson Fund I, Inc., dated December , 1999. A copy of the
prospectus may be obtained by contacting us at the address and telephone number
set forth above.

THE INFORMATION IN THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT COMPLETE
AND MAY BE CHANGED. A REGISTRATION STATEMENT RELATING TO THE SECURITIES HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. WE MAY NOT SELL THE
SECURITIES UNTIL THE REGISTRATION STATEMENT IS EFFECTIVE. THIS STATEMENT OF
ADDITIONAL INFORMATION IS NOT AN OFFER TO SELL THE SECURITIES TO WHICH IT
RELATES AND IT IS NOT SOLICITING AN OFFER TO BUY SUCH SECURITIES IN ANY STATE
WHERE THE OFFER, SOLICITATION OR SALE IS NOT PERMITTED.

The date of the prospectus and this SAI is December , 1999
<PAGE>
TABLE OF CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Investment Policies......................................... 2
Management.................................................. 4
Venture Capital Operations.................................. 6
Investment Company Act Regulation........................... 7
Potential Conflicts of Interest............................. 8
Federal Income Tax Matters.................................. 9
ERISA Matters............................................... 12
Transfer Agent and Registrar................................ 13
Dividend Paying Agent....................................... 13
Custodian................................................... 13
</TABLE>

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THE PROSPECTUS AND IN
THIS SAI. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT OR
ADDITIONAL INFORMATION. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THE
PROSPECTUS OR IN THE STATEMENT OF ADDITIONAL INFORMATION IS ACCURATE ON ANY DATE
OTHER THAN THE DATE SET FORTH ON THE FRONT COVER OF THE PROSPECTUS OR OF THIS
SAI.

THE PROSPECTUS AND THIS SAI CONTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE
RISKS AND UNCERTAINTIES. WE USE WORDS SUCH AS "ANTICIPATES," "BELIEVES,"
"PLANS," "EXPECTS," "FUTURE," "INTENDS" AND SIMILAR EXPRESSIONS TO IDENTIFY SUCH
FORWARD-LOOKING STATEMENTS. THIS PROSPECTUS ALSO CONTAINS FORWARD-LOOKING
STATEMENTS ATTRIBUTED TO THIRD PARTY SOURCES RELATING TO ESTIMATES REGARDING
VENTURE CAPITAL INVESTING AND THE GROWTH OF THE INTERNET, E-COMMERCE,
TELECOMMUNICATIONS, NETWORKING, SOFTWARE AND INTRANET INFRASTRUCTURE INDUSTRIES.
YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS. OUR
ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE
FORWARD-LOOKING STATEMENTS FOR MANY REASONS, INCLUDING THE RISKS FACED BY US
DESCRIBED IN "RISK FACTORS" AND ELSEWHERE IN THE PROSPECTUS AND IN THIS SAI.
<PAGE>
INVESTMENT POLICIES

Our venture capital investments will typically be negotiated directly with
the issuer in private transactions. Our investments in portfolio companies will
generally be in the form of preferred stock that is convertible to common stock
under certain circumstances, including the sale by the company of shares of its
common stock in an initial public offering. Preferred stock offers many
advantages over common stock, including:

- In the event the company is liquidated or sold, the holders of preferred
stock receive payment prior to and in preference to the holders of common
stock.

- Preferred stockholders typically have protective provisions that can have
the effect of prohibiting certain transactions, including a sale of the
company, unless the holders of a majority of the preferred stock approve
such transaction.

- Holders of preferred shares are often granted the right to elect one or
more members of the company's board of directors.

We are not limited to investing in preferred stock, however, and retain the
right to invest in other assets if such alternative investments are in your best
interests. Such other assets might include common stock, debt securities (which
may or may not be convertible into equity securities) and warrants or options to
purchase equity securities.

TEMPORARY INVESTMENTS

Pending investments in the types of securities described above, we will
invest our cash in:

- U. S. Government securities,

- Repurchase agreements with federally-insured banks with a maturity date of
seven days or less, the underlying instruments of which are securities
issued or guaranteed by the federal government,

- Certificates of deposit in a federally insured bank with a maturity date
of one year or less and in a maximum amount equal to the limit on federal
deposit insurance,

- Deposit accounts maintained in a federally insured bank subject to
withdrawal restrictions of one year or less, up to the limit of federal
deposit insurance,

- Certificates of deposit or deposit accounts in federally insured banks in
excess of the maximum amount of deposit insurance if the insured bank is
deemed to be well-capitalized by the Federal Deposit Insurance
Corporation, and

- We may also invest up to 10% of our net assets in an index of
publicly-traded information technology companies seeking to enhance the
yield on our longer-term reserves for follow-on investments in portfolio
companies.

FOLLOW-ON INVESTMENTS

After our initial investment, we anticipate that we will often provide
additional or follow-on financing to the portfolio companies. Follow-on
investments may be made pursuant to rights to acquire additional securities or
otherwise increase our ownership position in a successful or promising company.
We may choose to provide follow-on investments for a number of other reasons,
including providing necessary financing for a company to implement its business
plan, or develop a new line of business or product.

2
<PAGE>
INDEBTEDNESS

We may use leverage to raise all or a portion of the funds required to make
follow-on investments and to meet operating expenses. Such borrowing would
normally occur in the later years of our operations when our investment
portfolio may have significant value but limited liquidity.

AVERAGE INVESTMENT

Our investment in any one of our portfolio companies will vary depending on
the stage of the company's growth, the quality and completeness of its
management team, the perceived business opportunity, the size of the investment
sought by the issuing company and the expected return from our investment.

MARGIN

We will not:

- Purchase any securities on margin, except for use of short-term credit
necessary for the clearance of transactions,

- Engage in short sales of securities, unless assets are sufficiently
segregated or we otherwise own the securities, or

- Purchase or sell commodities or commodity contracts, other than financial
futures contracts, except as permitted by the Investment Company Act or in
accordance with the terms of exemptive relief granted by the SEC.

3
<PAGE>
MANAGEMENT

<TABLE>
<CAPTION>
(2) (3)
(1) POSITION(S) HELD PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE WITH REGISTRANT DURING PAST FIVE YEARS
- ----------------------------- ------------------------------------- -----------------------------
<S> <C> <C>
Timothy C. Draper* 42 Chairman of the Board, Chief Managing Partner, Draper
Executive Officer and Director Associates, Redwood City,
California.

Peter S. Freudenthal* 36 Vice Chairman and Director Chairman of the Board,
President and Director,
meVC.com, Inc., San
Francisco, California; Vice
President and Senior Equity
Research Analyst, Robertson
Stephens & Company, San
Francisco, California.

[To come] Director

Andrew E. Singer 29 President Chief Executive Officer and
Director, meVC.com, Inc., San
Francisco, California;
Investment Banker, Robertson
Stephens & Company, San
Francisco, California;
Director of New Business, The
Shansby Group, San Francisco,
California.

Paul Wozniak 35 Vice President, Chief Financial Vice President, Operations,
Officer and Treasurer meVC.com, Inc., San
Francisco, California; Vice
President and Director,
Mutual Fund Operations, GT
Global, Inc. / AIM Funds, San
Francisco, California.

Kenneth Priore 30 Secretary Internal Counsel and Director
of Policy and Compliance,
meVC.com, Inc., San
Francisco, California;
Managing Attorney: Third
Party Actions, Arbitration
and Litigation, Office of
Corporate Counsel, Charles
Schwab & Co., San Francisco,
California.
</TABLE>

- ------------------------

* Interested persons as defined in Section 2(a)(19) of the Investment Company
Act.

4
<PAGE>
Our independent directors will receive payment of certain fees and
reimbursement of their expenses as follows:

- Compensation of , payable in quarterly installments.

- Compensation of for each meeting of our board of directors, or a
committee of the board of directors, in which each such independent
director participates, either in person or by telephone, up to a maximum
of per year for attendance at meetings of the full board of
directors and up to a maximum of for attendance at meetings of any
committee of the board of directors. In the event a committee meeting is
held on the same day as a meeting of the full board of directors, we will
pay each independent director in attendance only one attendance fee equal
to .

- Reimbursement for out-of-pocket expenditures relating to attendance at
meetings of the full board of directors or a committee of the board of
directors and for other expenses.

meVC Advisers will bear all fees and expenses associated with our
independent directors.

Pursuant to the investment advisory agreement with meVC Advisers, and
subject to the supervision and oversight of our board of directors, meVC
Advisers will be responsible for our day-to-day operations, administration and
regulatory compliance, including the following:

- Setting and maintaining our strategic direction;

- Maintaining our financial records;

- Preparing financial and accounting reports for presentation to our board
of directors and stockholders and for filing with governmental agencies;

- Calculating and publishing our net asset value;

- Overseeing the preparation and filing of our tax returns;

- Preparing and providing reports to our board of directors and
stockholders; and

- Overseeing generally the payment of our expenses and the performance of
administrative and professional services rendered to us by others.

meVC Advisers will also have responsibility, subject to oversight by our
board of directors, of evaluating, investigating and selecting investments for
our portfolio, including follow-on and temporary investments and borrowing.

meVC Advisers will pay its own costs and expenses, including any costs and
expenses incurred by it when acting on our behalf, and has also agreed to pay
certain of our costs and expenses, including the following:

- Operating expenses incurred in the ordinary conduct of our business,
including expenses associated with our office facilities and clerical,
bookkeeping and record keeping services,

- All expenses related to calculating and publishing our net asset value,

- All of the fees and expenses payable to our independent directors,

- All fees and expenses of our legal counsel, independent accountants,
outside consultants, custodian and transfer agent and registrar,

- All expenses related to printing and mailing share certificates, reports
and notices to stockholders and proxy statements,

- All expenses related to meetings of our directors and stockholders, and

- All federal and state registration fees.

5
<PAGE>
Subject to the oversight and supervision of our board of directors, Draper
Advisers will be responsible for:

- Negotiating and structuring investments and implementing our investment
objective, including analyzing and selecting our portfolio investments,
and

- Providing managerial assistance and guidance to the companies in which we
invest by serving on the boards of directors, assisting in the selection
of management personnel, performing market and product analysis, and the
formulating marketing and financing strategies.

Draper Advisers will pay all of its own costs and expenses, including any
costs and expenses incurred by it when acting on our behalf for meVC Advisers.

VENTURE CAPITAL OPERATIONS

Our venture capital investment operations will consist of the following
basic activities:

INVESTMENT DEVELOPMENT

We expect to receive investment proposals from many sources, including
unsolicited proposals from the public, personal contacts of meVC Advisers and
Draper Advisers and referrals from banks, lawyers, accountants, other members of
the financial community, and executives and management of information technology
companies.

INVESTMENT RESEARCH

We intend to thoroughly research and investigate the risks and potential
rewards of each investment prior to committing funds. Draper Advisers will
evaluate our investment opportunities and assess new markets, the viability of
new products and technologies, industry trends, financial requirements,
competitive environments and the management team associated with a prospective
investment. We may engage outside consultants from time to time to provide us
with expertise in specialized areas.

INVESTMENT STRUCTURING

An important factor in successful venture capital investing is structuring
of the transaction, including the negotiation of price, type of security,
restrictions on use of funds, commitments or rights to provide additional
financing, control and involvement in the portfolio company's business, and
liquidity. Most of our investments will be made through privately negotiated
transactions with the company in which we are investing. Draper Advisers will
conduct such negotiations on our behalf with a goal of maximizing our
opportunity for long-term capital gains.

INVESTMENT LIQUIDATION AND EXIT

The method and timing of the disposition of our portfolio investments are
critical elements in maximizing our return. We expect to liquidate our
investments primarily through a sale or merger of a portfolio company or through
sales of a portfolio company stock after the portfolio company has sold its
stock to the public in an initial public offering. We intend to seek exemptive
relief from the SEC to exempt us from certain provisions of the Advisers Act
that, if granted, will allow us to distribute to you shares of the capital stock
of our portfolio companies that are no longer considered venture capital
investments. We intend to thoroughly evaluate our options prior to making a
stock distribution.

6
<PAGE>
INVESTMENT COMPANY ACT REGULATION

As described in the prospectus, the Investment Company Act places certain
restrictions on the types of assets we may hold to maintain our qualification as
a business development company, and requires us to provide or make available
significant managerial assistance to the companies in which we invest. In
addition, we are prohibited from investing in certain types of companies,
including brokerage firms, insurance companies and investment banking firms.

As a business development company, we are permitted, under certain specified
conditions, to issue multiple classes of senior debt and a single class of
interests senior to the shares of our common stock offered for sale pursuant to
the prospectus. We can do so, however, only if our asset coverage, as defined in
the Investment Company Act, is at least 200% after the issuance of the debt or
the senior interests, and we do not make any distribution to our stockholders or
repurchase any shares of our common stock at any time when our asset coverage
ratio has fallen below 200%.

As a business development company, we may not alter or change our investment
objective and policies in any manner whatsoever without the approval of our
stockholders, as well as change our non-diversification status without
stockholder approval. We may, in the future, seek to become exempt from
regulation by the Investment Company Act.

We are also prohibited under the Investment Company Act from knowingly
participating in a joint transaction with an affiliate of any of our directors,
meVC Advisers, Draper Advisers or any other entity managed by either of them. We
believe it will be beneficial to you if we are allowed to co-invest with meVC
Advisers, Draper Advisers, any affiliated entity of either of them and any other
entity managed by either of them or their members or principals, provided that
such co-investment is consistent with our investment objective. We believe
co-investment with such entities will offer us the ability to achieve greater
diversification and, together with the affiliated entity or entities with which
we co-invest, to exercise greater influence on the companies in which we
co-invest.

To allow co-investment with our affiliated entities, we have applied to the
SEC for exemptive relief to permit such co-investment on certain specified terms
and condition, including the approval of the terms of our investment by at least
a majority of our independent directors.

We believe the SEC will grant exemptive relief to allow co-investment with
affiliated entities only upon certain conditions, including the following:

- Prior to entering into a co-investment transaction, Draper Advisers will
make a written investment presentation to our independent directors
outlining the terms of the proposed co-investment; and

- After a thorough review of the terms of the transaction, at least a
majority of our independent directors conclude that:

- The terms of the proposed co-investment are reasonable and fair to us
and our stockholders and do not involve overreaching on the part of any
person concerned,

- The transaction is consistent with our investment objective and
policies and the interests of our stockholders,

- The co-investment with an affiliated entity will not disadvantage us in
making our investment, in maintaining our investment position, or in
disposing of our investment, and

- Our participation is on terms that are the same as those on which our
affiliate invests or, if our terms are different than those of our
affiliate, that our terms are not less advantageous to us as compared
to the terms granted to our affiliate.

7
<PAGE>
In addition to the restrictions described above, the following persons are
required to obtain the approval of a majority of our independent directors or,
in some situations, the SEC before engaging in transactions involving us or the
companies in which we invest:

- Any person who owns, controls, or holds the power to vote more than 5% of
our outstanding shares of voting stock,

- Each director, executive officer and general partner of any such person,
and

- Each person who directly or indirectly controls, is controlled by, or is
under common control with, such person.

POTENTIAL CONFLICTS OF INTEREST

OTHER ACTIVITIES OF THE INVESTMENT ADVISERS

We do not anticipate having independent management or employees and will
rely upon our directors, meVC Advisers and Draper Advisers for management and
administration the fund, as well as the selection of our investments. The
directors, officers and members of meVC Advisers and Draper Advisers may have
conflicts of interest in allocating their time performing services for us and
for other funds in which they are involved. Nevertheless, we believe that both
meVC Advisers and Draper Advisers have sufficient personnel to satisfy all of
their responsibilities. The members of Draper Advisers have legal and financial
obligations with respect to their other funds that are similar to their
obligations to us.

TIMING OF DISPOSITION OF FUND INVESTMENTS

meVC Advisers and Draper Advisers each have an interest in our profits and
losses. Their interests may, in some cases, be inconsistent with your interests
with respect to the timing of disposition of our investments in portfolio
companies. Our directors will, however, exercise supervisory and oversight
authority over their actions. Our directors have a fiduciary duty imposed by
applicable law to act in our best interests.

LEGAL AND ACCOUNTING REPRESENTATION

Our legal counsel and independent accountants will likely be the same as
those providing services to meVC Advisers. If a conflict in representation
arises and cannot be resolved, or if the consent of the respective parties
cannot be obtained to the continuance of such dual representation after full
disclosure of such conflict, such professionals will withdraw from the
representation of one or both of the parties with conflicting interests with
respect to the matter involved. Our legal counsel and independent accountants
have not acted and will not act on the behalf of any purchaser of shares of our
common stock in connection with this offering. Each prospective purchaser of our
shares should consult with its own counsel prior to purchasing our shares.

CONFLICTS WITH PORTFOLIO COMPANIES

The interests of a company in which we invest may, from time to time,
conflict with your best interests. If meVC Advisers or Draper Advisers becomes
actively involved in the management of any of our portfolio companies, they will
resolve such conflicts of interest in what they consider to be your best
interests.

8
<PAGE>
FEDERAL INCOME TAX MATTERS

Prospective stockholders should consult their own tax advisers with respect
to the tax considerations applicable to their purchase of the Common Stock. This
discussion does not address all aspects of federal income taxation relevant to
holders of our Common Stock in light of their personal circumstances, or to
certain types of holders subject to special treatment under federal income tax
laws, including foreign taxpayers. This discussion does not address any aspects
of foreign, state or local tax laws.

We intend to qualify for treatment as a "regulated investment company" under
Subchapter M of the Code. To qualify for such treatment, we must distribute to
our stockholders for each taxable year at least 90% of our investment company
taxable income (consisting generally of net investment income from interest and
dividends and net short term capital gains). We must also meet several
additional requirements, including:

- At least 90% of our gross income for each taxable year must be from
dividends, interest, payments with respect to secured loans, and gains
from sales or other disposition of securities, or other income derived
with respect to our business of investing in securities,

- As of the close of each quarter of our taxable year:

- at least 50% of the value of our assets must consist of cash, cash
items, government securities, the securities of other regulated
investment companies and other securities if such other securities of
any one issuer do not represent more than 5% of our total assets,

- no more than 25% of the value of our total assets may be invested in
the securities of one issuer (other than U.S. government securities or
the securities of other regulated investment companies), or of two or
more issuers that are controlled by us and are engaged in the same or
similar or related trades or businesses, and

- we must distribute at least 90% of our investment company taxable income
each taxable year.

If we were unable to qualify for treatment as a regulated investment
company, we would be subject to tax on our ordinary income and capital gains
(including gains realized on the distribution of appreciated property) at
regular corporate rates. We would not be able to deduct distributions to
stockholders, nor would they be required to be made. Distributions would be
taxable to the stockholders as ordinary dividend income to the extent of our
current and accumulated earnings and profits. Subject to certain limitations
under the Code, corporate distributees would be eligible for the dividends
received deduction. Distributions in excess of current and accumulated earnings
and profits would be treated first as a return of capital to the extent of the
stockholder's tax basis, and any remaining distributions would be treated as a
gain realized from the sale or exchange of property.

If we qualify as a regulated investment company and distribute to
stockholders each year in a timely manner at least 90% of our "investment
company taxable income" as defined in the Code, we will not be subject to
federal income tax on the portion of our taxable income and gains we distribute
to stockholders. In addition, if we distribute in a timely manner the sum of
(i) 98% of our ordinary income for each calendar year, (ii) 98% of our capital
gain net income for the one-year period ending October 31 in that calendar year
and (iii) any income not distributed in prior years, we will not be subject to
the 4% nondeductible federal excise tax on certain undistributed income of
regulated investment companies. We will be subject to regular corporate income
tax (currently at rates up to 35%) on any undistributed net investment income
and any undistributed net capital gain. We will also be subject to alternative
minimum tax, but any tax preference items would be apportioned between us and
our stockholders in the same proportion that dividends (other than capital gain
dividends) paid to each stockholder bear to our taxable income determined
without regard to the dividends paid deduction.

9
<PAGE>
However, the diversification requirements outlined above are liberalized in
the case of certain investment companies. In particular, if we, as a Business
Development Company, meet certain requirements described below, the 50%
diversification requirement is modified so that we may include in our 50% pool
of investments, the value of the securities of any corporate issuer (even if we
hold more than 10% of the corporate issuer's voting securities) so long as at
the time of the latest investment in the applicable corporate issuer's
securities the tax basis which we have in all securities issued by the corporate
issuer does not exceed 5% of the total value of all of our assets. This
exception does not apply if we have continuously held any securities of the
applicable corporate issuer for a period of 10 years.

In order for the modified diversification rule to apply, the SEC must
determine and certify to the Internal Revenue Service, or the IRS, no more than
60 days prior to the close of a tax year that the we are principally engaged in
furnishing capital to corporations which corporations are themselves principally
engaged in the development or exploitation of inventions, technological
improvements, new processes, or products not previously available. For purposes
of these determinations, a corporation shall be considered principally engaged
in the development or exploitation of inventions, technological improvements,
new processes, or products not previously available for at least 10 years after
the first acquisition of any security in such corporation by us if, at the date
of the original acquisition, the issuer corporation was principally so engaged.
In addition, we shall be considered at any date to be furnishing capital to any
corporation whose securities we hold, if within 10 years before such date, we
have acquired securities in the applicable corporate issuer.

The modified diversification rule does not apply to any quarter if, at the
close of such quarter, more than 25% of our total assets are comprised of
securities of corporate issuers, with respect to each of which (i) we hold more
than 10% of the outstanding voting securities of such issuer and (ii) we have
continuously held such securities for more than 10 years.

If we acquire debt obligations that were originally issued at a discount, or
that bear interest at rates that are not fixed (or certain "qualified variable
rates") or that is not payable, or payable at regular intervals over the life of
the obligation, we will be required to include in taxable income each year a
portion of the "original issue discount" that accrues over the life of the
obligation, regardless of whether the income is received by us, and may be
required to make distributions in order to continue to qualify as a regulated
investment company or to avoid the 4% excise tax on certain undistributed
income. In this event, we may be required to sell temporary investments or other
assets to meet the distribution requirements.

For any period during which we qualify as a regulated investment company for
federal income tax purposes, distributions to stockholders attributable to our
ordinary income (including dividends, interest and original issue discount) and
net short-term capital gains generally will be taxable as ordinary income to
stockholders to the extent of our current or accumulated earnings and profits.
Distributions in excess of our earnings and profits will first be treated as a
return of capital which reduces the stockholder's adjusted basis in his or her
shares of common stock and then as gain from the sale of shares of our common
stock. Distributions of our net long-term capital gains (designated by us as
capital gain dividends) will be taxable to stockholders as long-term capital
gains regardless of the stockholder's holding period in his or her common stock.
Corporate stockholders are generally eligible for the 70% dividends received
deduction with respect to ordinary income (but not capital gain) dividends to
the extent such amount designated by us does not exceed the dividends received
by us from domestic corporations. Any dividend declared by us in October,
November or December of any calendar year, payable to stockholders of record on
a specified date in such a month and actually paid during January of the
following year, will be treated as if it were paid by us and received by the
stockholders on December 31 of the previous year. In addition, we may elect to
relate a dividend back to the prior taxable year if we (i) declare such dividend
prior to the due date for filing our return for that taxable year, (ii) make the
election in that return, and (iii) distribute the amount in the 12-month period
following the close of the taxable year but not later than the first regular
dividend payment following the declaration. Any such election will not alter the
general rule that a stockholder will

10
<PAGE>
be treated as receiving a dividend in the taxable year in which the distribution
is made (subject to the October, November, December rule described above).

To the extent that we retain any capital gains, we may designate them as
"deemed distributions" and pay a tax thereon for the benefit of our
stockholders. In that event, the stockholders report their share of retained
realized capital gains on their individual tax returns as if the share had been
received, and report a credit for the tax paid thereon by us. The amount of the
deemed distribution net of such tax is then added to the stockholder's cost
basis for his or her common stock. Since we expect to pay tax on capital gains
at regular corporate tax rates and the rate payable by individuals on such gains
can currently be as low as 20%, the amount of credit that individual
stockholders may report is expected to exceed the amount of tax that they would
be required to pay on capital gains. Stockholders who are not subject to federal
income tax or tax on capital gains should be able to file a return on the
appropriate form or a claim for refund that allows them to recover the taxes
paid on their behalf.

Section 1202 of the Code permits the exclusion, for federal income tax
purposes, of 50% of any gain (subject to certain limitations) realized upon the
sale or exchange of "qualified small business stock" held for more than five
years. Generally, qualified small business stock is stock of a small business
corporation acquired directly from the issuing corporation, which must (i) at
the time of issuance and immediately thereafter have assets of not more than $50
million and (ii) throughout substantially all of the holder's holding period for
the stock be actively engaged in the conduct of a trade or business not excluded
by law. If we acquire qualified small business stock, hold such stock for five
years and dispose of such stock at a profit, a stockholder who held shares of
our Common Stock at the time we purchased the qualified small business stock and
at all times thereafter until we disposed of the stock would be entitled to
exclude from such stockholder's taxable income 50% of such stockholder's share
of such gain. 42% (28% for stock the holding period for which begins after
December 31, 2000) of any amount so excluded would be treated as a preference
item for alternative minimum tax purposes. Comparable rules apply under the
qualified small business stock "rollover" provisions of section 1045 of the
Code, under which gain otherwise reportable by individuals with respect to sales
by us of qualified small business stock held for more than six months can be
deferred if we reinvest the sales proceeds within 60 days in other qualified
small business stock.

A stockholder may recognize taxable gain or loss if the stockholder sells or
exchanges such stockholder's shares of Common Stock. Any gain arising from the
sale or exchange of Common Stock generally will be treated as capital gain or
loss if the Common Stock is held as a capital asset, and will be treated as
long-term capital gain or loss if the stockholder has held his or her shares of
Common Stock for more than one year. However any capital loss arising from a
sale or exchange of shares of Common Stock held for six months or less will be
treated as a long-term capital loss to the extent of the amount of capital gain
dividends (or undistributed capital gain) received with respect to such shares
of Common Stock.

We may be required to withhold U.S. federal income tax at the rate of 31% of
all taxable distributions payable to stockholders who fail to provide us with
their correct taxpayer identification number or a certificate that the
stockholder is exempt from backup withholding, or if the IRS notifies us that
the stockholder is subject to backup withholding. Any amounts withheld may be
credited against a stockholder's U.S. federal income tax liability.

Federal withholding taxes at a 30% rate (or a lesser treaty rate) may apply
to distributions to stockholders that are nonresident aliens or foreign
partnerships, trusts or corporations. Foreign stockholders should consult their
tax advisers with respect to the possible U.S. federal, state and local and
foreign tax consequences of an investment in us.

We will mail to each stockholder, as promptly as possible after the end of
each fiscal year, a notice detailing, on a per distribution basis, the amounts
includible in such stockholder's taxable income for such year as net investment
income, as net realized capital gains (if applicable) and as "deemed"
distributions of capital gains, including taxes paid by us with respect thereto.
In addition, the federal tax status of each year's distributions will be
reported to the IRS. Distributions may also be subject to additional state,
local

11
<PAGE>
and foreign taxes depending on each stockholder's particular situation.
Stockholders should consult their own tax advisers with respect to the
particular tax consequences to them of an investment in us.

Under our Dividend Reinvestment Plan, all cash distributions to stockholders
will be automatically reinvested in additional whole and fractional shares of
our common stock unless you elect to receive cash. For federal income tax
purposes, however, you will be deemed to have constructively received cash and
such amounts should be included in your income to the extent such constructive
distribution otherwise represents a taxable dividend for the year in which such
distribution is credited to your account. The amount of the distribution is the
value of the shares of Common Stock acquired through the Plan.

ERISA MATTERS

The provisions of the Employee Retirement Income Security Act of 1974, as
amended, are complex. Consequently, if you are subject to ERISA, you should
consult with your own financial and legal Advisers prior to investing in our
shares of common stock.

A fiduciary of a pension, profit-sharing or other employee benefit plan
which is subject to ERISA, and those purchasing our shares on behalf of an
Individual Retirement Account, may wish to consider the requirements of ERISA
and/or the Internal Revenue Code, as applicable, in the context of your
particular circumstances before purchasing our shares of common stock. Among
other factors, you may wish to consider:

- Whether an investment in our shares satisfies the prudence requirements of
Section 404(a)(1)(B) of ERISA;

- Whether an investment in our shares satisfies the diversification
requirements of Section 404(a)(1)(C) of ERISA;

- Whether an investment in our shares is in accordance with your governing
documents as required by Section 404(a)(1)(D) of ERISA;

- Whether an investment in our shares will trigger a prohibited transaction
in violation of Section 406 of ERISA or Section 408(e)(2) or 4975 of the
Internal Revenue Code; and

- To what extent the definition of "plan assets" under ERISA and Department
of Labor regulations may affect an investment in our shares.

Neither ERISA nor the Internal Revenue Code defines "plan assets." However,
Department of Labor regulations, the assets of certain pooled investment
vehicles, including certain partnerships, may be treated as "plan assets." If
our assets are deemed to be "plan assets" of an employee plan or an IRA that
purchases our shares of common stock:

- The prudence standards and other ERISA provisions will be deemed
applicable to our investments in portfolio companies;

- Those who have investment discretion over your assets will be liable under
ERISA for our investments in portfolio companies that do not conform to
the ERISA standards; and

- Certain transactions that we may enter into in the future in the ordinary
course of our business might constitute prohibited transactions under
ERISA and/or the Internal Revenue Code. A prohibited transaction, in
addition to imposing potential personal liability upon fiduciaries of
plans subject to ERISA and IRA's, may also result in the imposition of an
excise tax under the Internal Revenue Code upon the disqualified person
participating in the prohibited transaction. Such an event could also
result in disqualification of the IRA.

Our assets would not be considered "plan assets" under ERISA and Department
of Labor regulations as long as our shares of common stock are "publicly-offered
securities". Under the regulations, a share will be considered a
"publicly-offered security" if it is widely held, freely transferable, and sold
to an ERISA

12
<PAGE>
plan or IRA pursuant to an effective registration statement under the Securities
Act of 1933, as amended, provided that our shares are registered under the
Securities Exchange Act of 1934 within a specified time period. Whether a
security is considered "freely transferable" depends on the facts and
circumstances of each case. Generally, if the security is part of an offering in
which the minimum investment is $10,000 or less, certain restrictions, by
themselves, will not prevent the security from being considered freely
transferable. The minimum investment permitted in our shares is $5,000 and we
have imposed no restrictions on transfer or assignment of the shares, other than
the limitations set forth under "Suitability requirements". A class of
securities is considered "widely-held" if, immediately after the initial
offering, it is owned by 100 or more investors independent of the issuer and of
one another.

We believe that our shares of common stock will be considered
"publicly-offered securities" and that our assets will not be considered "plans
assets" of the ERISA plans and IRAs that buy our shares.

TRANSFER AGENT AND REGISTRAR

[ ] will act as our Transfer Agent and Registrar.

DIVIDEND PAYING AGENT

[ ] will act as our Dividend Paying Agent.

CUSTODIAN

[ ] will act as our Custodian with responsibility for
the safekeeping of certificates representing the shares of capital stock we
acquire in our portfolio companies.

13
<PAGE>
PART C

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

The following financial statements and exhibits are filed as part of the
Registration Statement.

<TABLE>
<S> <C> <C>
1. Financial Statements.

* Statement of Assets and Liabilities of Registrant, as of December ,
1999.

2. Exhibits:

+a Certificate of Incorporation of Registrant.

+b Bylaws of Registrant.

c Not applicable.

*d Form of share certificate.

*e Form of Dividend Reinvestment Plan.

f Not applicable.

+g(1) Form of Investment Advisory Agreement between Registrant and
meVC Advisers, Inc.

+g(2) Form of Investment Sub-Advisory Agreement between meVC
Advisers, Inc. and Draper Fisher Jurvetson Advisers, LLC

*h Form of Underwriting Agreement between Registrant and the
Representatives of the several underwriters.

i Not applicable.

*j Form of Custody Agreement between Registrant and
.

*k(1) Form of Transfer Agent and Registrar Agreement between
Registrant and .

*k(2) Form of Dividend Paying Agent Agreement between Registrant
and .

+k(3) Form of Indemnification Agreement for Registrant's directors
and officers.

*l Opinion and Consent of Pillsbury Madison & Sutro LLP, San
Francisco, California.

m Not applicable.

+n Consent of , San Francisco, California.

o Not applicable.

p Not applicable.

q Not applicable.
</TABLE>

- ------------------------

+ filed herewith

* to be filed by amendment

ITEM 25. MARKETING ARRANGEMENTS.

Not Applicable.

C-1
<PAGE>
ITEM 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

<TABLE>
<S> <C>
Registration fees........................................... $ 132,000.00

Legal fees.................................................. 750,000.00

Accounting fees............................................. [

Miscellaneous fees.......................................... [

Total fees.................................................. [
</TABLE>

ITEM 27. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

Each of the following entities may be deemed to be under common control with
the Registrant:

<TABLE>
<CAPTION>
ENTITY BASIS OF POTENTIAL COMMON CONTROL JURISDICTION
- -------------------------- ------------------------------------- ------------
<S> <C> <C>
Draper Associates I, L.P. Investment Adviser is affiliated or
under common control with Draper
Advisers

Draper Associates II, L.P. Investment Adviser is affiliated or
under common control with Draper
Advisers

Draper Fisher Associates Investment Adviser is affiliated or
Fund III, L.P. under common control with Draper
Advisers

Draper Fisher Associates Investment Adviser is affiliated or
Fund IV, L.P. under common control with Draper
Advisers

Draper Fisher Jurvetson Investment Adviser is affiliated or
Fund V, L.P. under common control with Draper
Advisers

Draper Fisher Jurvetson Investment Adviser is affiliated or
Fund VI, L.P. under common control with Draper
Advisers

Zone Ventures, L.P. Investment Adviser is affiliated or
under common control with Draper
Advisers

Draper Atlantic, L.P. Investment Adviser is affiliated or
under common control with Draper
Advisers

Draper Triangle Ventures, Investment Adviser is affiliated or
L.P. under common control with Draper
Advisers

Wasatch Ventures, L.P. Investment Adviser is affiliated or
under common control with Draper
Advisers

Draper Fisher Jurvetson Investment Adviser is affiliated or
Gotham Ventures, L.P. under common control with Draper
Advisers

Timberline Venture Investment Adviser is affiliated or
Partners, L.P. under common control with Draper
Advisers
</TABLE>

ITEM 28. NUMBER OF HOLDERS OF SECURITIES.

As of December , 1999:

<TABLE>
<CAPTION>
TITLE OF CLASS HOLDERS OF RECORD
- -------------- -----------------
<S> <C>
Common Stock, $.01 par value................................ -0 -
</TABLE>

C-2
<PAGE>
ITEM 29. INDEMNIFICATION.

Reference is made to the provisions of Article of Registrant's Certificate
of incorporation, Section of Registrant's Bylaws and the form of
Indemnification Agreement for directors and officers of the Registrant, each of
which is filed as an exhibit to this Registration Statement. Insofar as
indemnification for liabilities arising under the Securities Act of 1933, as
amended, may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, Registrant has
been advised by the Securities and Exchange Commission that such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by any such
director, officer or controlling person in connection with the securities being
registered, Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

ITEM 30. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

meVC Advisers, Inc., a Delaware corporation, is Registrant's investment
Adviser. meVC Advisers is a wholly-owned subsidiary of meVC.com, Inc., a
Delaware corporation. meVC Advisers is a newly organized corporation with no
prior operating history. Other than the services provided to Registrant and
described in this Registration Statement, meVC Advisers provides no investment
management or Advisory services to any other person or entity. The list required
by this Item 30 of officers and directors of meVC Advisers, together with
information as to any other business, profession, vocation or employment of a
substantial nature engaged in by such officers and directors during the past two
years, is incorporated by reference to Schedules A and D of the Form ADV, filed
by meVC Advisers with the SEC pursuant to the Investment Advisers Act of 1940,
as amended (SEC File No. ), on December , 1999.

Draper Fisher Jurvetson meVC Management Co., LLC, a California limited
liability company, is an Investment Sub-Adviser under contract with meVC
Advisers. Draper Advisers is a newly organized limited liability company with no
prior operating history. Other than the services provided to meVC Advisers and
described in this Registration Statement, Draper Advisers provides no investment
management or Advisory services to any other person or entity. The list required
by this Item 30 of members, officers and directors of Draper Advisers, together
with information as to any other business, profession, vocation or employment of
a substantial nature engaged in by such members, officers and directors during
the past two years, is incorporated by reference to Schedules A and D of the
Form ADV, filed by Draper Advisers with the SEC pursuant to the Investment
Advisers Act of 1940, as amended (SEC File No. ), on December , 1999

ITEM 31. LOCATION OF ACCOUNTS AND RECORDS.

<TABLE>
<S> <C>
Fund: meVC Draper Fisher Jurvetson Fund I, Inc.
991 Folsom Street, Suite 301
San Francisco, California 94107

Custodian: [Name]
[Address]
[Address]

Investment meVC Advisers, Inc.
Adviser: 991 Folsom Street, Suite 301
San Francisco, California 94107
</TABLE>

C-3
<PAGE>
ITEM 32. MANAGEMENT SERVICES.

Not Applicable.

ITEM 33. UNDERTAKINGS.

1. Registrant undertakes to suspend the offering of shares until the
prospectus is amended if, subsequent to the effective date of its
registration statement, the net asset value declines more than ten
percent from its net asset value as of the effective date of the
registration statement.

2. Registrant undertakes:

(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to the registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) to reflect in the prospectus any facts or events after the
effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and

(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of those securities at that time shall be
deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

3. Registrant undertakes that:

(a) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the Registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement as of the time it
was declared effective.

(b) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

4. Registrant undertakes to send by first class mail or other means
designed to ensure equally prompt delivery within two business days of
receipt of a written or oral request, Registrant's Statement of
Additional Information.

C-4
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended, Registrant has duly caused this
registration statement to be signed on its behalf by the undersigned, its duly
authorized representative, in the City of San Francisco, State of California, on
the day of December, 1999.

<TABLE>
<S> <C> <C>
MEVC DRAPER FISHER JURVETSON FUND I, INC.

By: /s/ TIMOTHY C. DRAPER
-----------------------------------------
Timothy C. Draper
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
</TABLE>

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been executed by the following persons in the
capacities indicated on December , 1999.

<TABLE>
<CAPTION>
NAME TITLE
---- -----
<C> <S>
Chairman of the Board, Chief
/s/ TIMOTHY C. DRAPER Executive Officer and
------------------------------------------- Director (principal
Timothy C. Draper executive officer and
director)

/s/ PETER S. FREUDENTHAL
------------------------------------------- Vice Chairman and Director
Peter S. Freudenthal

Vice President, Treasurer, and
/s/ PAUL WOZNIAK Chief Financial Officer
------------------------------------------- (principal financial and
Paul Wozniak accounting officer)
</TABLE>

C-5
<PAGE>
POWER OF ATTORNEY

In addition to signing this Registration Statement, each of the undersigned
hereby constitute and appoint Timothy C. Draper, Peter S. Freudenthal, Andrew E.
Singer and Kenneth Priore, and each of them individually, his attorneys-in-fact
and agents, with full power of substitution and resubstitution, in his name and
stead, in his capacity as a director and/or officer, as the case may be, of meVC
Draper Fisher Jurvetson Fund I, Inc., to sign and file such amendments to this
Registration Statement, and any and all applications or other documents to be
filed with the Securities and Exchange Commission pertaining thereto, with full
power and authority to do and perform all acts and things requisite and
necessary to be done on the premises.

<TABLE>
<CAPTION>
NAME TITLE
---- -----
<C> <S>
/s/ TIMOTHY C. DRAPER Chairman of the Board, Chief
------------------------------------------- Executive Officer and
Timothy C. Draper Director

/s/ PETER S. FREUDENTHAL
------------------------------------------- Vice Chairman and Director
Peter S. Freudenthal

/s/ PAUL WOZNIAK
------------------------------------------- Vice President, Treasurer, and
Paul Wozniak Chief Financial Officer
</TABLE>

C-6

<PAGE>

CERTIFICATE OF INCORPORATION

meVC DRAPER FISHER JURVETSON FUND I, INC.

The undersigned hereby certifies as follows:

ARTICLE I

The name of this corporation is meVC DRAPER FISHER JURVETSON FUND I,
INC.

ARTICLE II

The address of the corporation's registered office in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New
Castle. The name of its registered agent at such address is The Corporation
Trust Company.

ARTICLE III

The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General
Corporation Law of the State of Delaware.

ARTICLE IV

A. AUTHORIZED STOCK This corporation is authorized to issue one
class of shares to be designated Common Stock. This corporation is authorized
to issue one hundred fifty million (150,000,000) shares of Common Stock, $.01
par value.

B. COMMON STOCK.

(i) VOTING RIGHTS. Except as otherwise required by law or this
Certificate of Incorporation, holders of record of shares of Common
Stock shall have one vote in respect of each share of stock held by
such holder of record on the books of the corporation for the election
of directors and on all other matters submitted to a vote of
stockholders of the corporation.

(ii) DIVIDENDS. Holders of shares of Common Stock shall be
entitled to receive, when and if declared by the Board of Directors,
out of the assets of the corporation legally available therefor,
dividends payable either in cash, in property or in shares of capital
stock.

(iii) LIQUIDATION, DISSOLUTION OR WINDING UP. In the event of a
dissolution, liquidation or winding up of the affairs of the
corporation, holders of shares of Common Stock shall be entitled,
unless otherwise provided by law or this Certificate of Incorporation,
to receive all of the remaining assets of the corporation of whatever
kind available for distribution to stockholders ratably in proportion
to the number of shares of Common Stock held by them respectively.

<PAGE>

ARTICLE V

The corporation is to have perpetual existence; PROVIDED, HOWEVER,
that the Board of Directors is expressly authorized to liquidate and dissolve
the corporation at any time after December 31, 2009, provided that at least a
majority of the directors, including at least a majority of the disinterested
directors, determine such act to be in the best interests of the
corporation's stockholders.

ARTICLE VI

A. CLASSIFIED BOARD. The Board of Directors shall be divided into
three classes, designated Class I, Class II and Class III, as nearly equal in
number as possible, and the term of office of directors of one class shall
expire at each annual meeting of stockholders, and in all cases as to each
director when such director's successor shall be elected and shall qualify or
upon such director's earlier resignation, removal from office, death or
incapacity. Additional directorships resulting from an increase in number of
directors shall be apportioned among the classes as equally as possible. The
initial term of office of directors of Class I shall expire at the annual
meeting of stockholders in 2000; that of Class II shall expire at the annual
meeting in 2001; and that of Class III shall expire at the annual meeting in
2002; and in all cases as to each director when such director's successor
shall be elected and shall qualify or upon such director's earlier
resignation, removal from office, death or incapacity. At each annual meeting
of stockholders, beginning with the annual meeting of stockholders in 2000,
the number of directors equal to the number of directors of the class whose
term expires at the time of such meeting (or, if less, the number of
directors properly nominated and qualified for election) shall be elected to
hold office until the third succeeding annual meeting of stockholders after
their election.

B. CHANGES. The Board of Directors, by amendment to the
corporation's Bylaws, is expressly authorized to change the number of
directors in any or all of the Classes without the consent of the
stockholders.

C. ELECTIONS. Elections of directors need not be by written ballot
unless otherwise provided in the corporation's Bylaws.

D. REMOVAL OF DIRECTORS. Any director or the entire Board of
Directors may be removed, but only for cause, and only upon the affirmative
vote of the holders of at least seventy-five percent (75%) of the then
outstanding shares of the corporation's capital stock entitled to vote
generally in the election of directors.

E. VOTE REQUIRED TO AMEND OR REPEAL. The affirmative vote of the
holders of at least sixty-six and two-thirds percent (66-2/3%) of the then
outstanding shares of the corporation's capital stock entitled to vote
generally in the election of directors, voting together as a single class,
shall be required to amend in any respect or repeal this Article VI.

ARTICLE VII

A. SPECIAL MEETINGS OF STOCKHOLDERS. Special meetings of the
stockholders may be called for any purpose or purposes, unless otherwise
prescribed by statute or this Certificate of Incorporation, only by the
Chairman, Vice Chairman, Chief Executive Officer or President or by a
resolution duly adopted by a majority of the members of the Board of
Directors.

-2-

<PAGE>

to vote generally in the election of directors shall be required to amend in
any respect or repeal this Article VII.

ARTICLE VIII

A. AMEND OR REPEAL BYLAWS. The Board of Directors is expressly
empowered to adopt, amend or repeal the Bylaws of the corporation; provided,
however, that any adoption, amendment or repeal of the Bylaws by the Board of
Directors shall require the approval of at least sixty-six and two-thirds
percent (66-2/3%) of the total number of authorized directors (whether or not
there exist any vacancies in previously authorized directorships at the time
any resolution providing for adoption, amendment or repeal is presented to
the Board of Directors). The stockholders shall also have the power to adopt,
amend or repeal the Bylaws of the corporation, provided, however, that in
addition to any vote of the holders of stock of the corporation required by
law or by this Certificate of Incorporation, the affirmative vote of the
holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting
power of the then outstanding shares of the corporation's capital stock
entitled to vote generally in the election of directors shall be required for
such adoption, amendment or repeal by the stockholders of any provisions of
the Bylaws of the corporation.

B. VOTE REQUIRED TO AMEND OR REPEAL. The affirmative vote of the
holders of at least sixty-six and two-thirds percent (66-2/3%) of the then
outstanding shares of the corporation's capital stock entitled to vote
generally in the election of directors shall be required to amend in any
respect or repeal this Article VIII.

ARTICLE IX

The conversion of this corporation from a closed-end investment
company to an open-end investment company shall require the approval of (i)
at least seventy-five percent (75%) of the "continuing directors" and (ii)
the holders of at least seventy-five percent (75%) of the then outstanding
shares of the corporation's capital stock entitled to vote generally in the
election of directors. For purposes of this Article IX, a "continuing
director" is a director who (i) (A) has been a director of the corporation
for at least twelve months and (B) is not a person or an affiliate of a
person who enters or proposes to enter into a business combination with the
corporation or (ii) (A) is a successor to a continuing director, (B) who was
appointed to the Board of Directors by at least a majority of the continuing
directors and (C) is not a person or an affiliate of a person who enters or
proposes to enter into a business combination with the corporation.

ARTICLE X

The books of the corporation may be kept at such place within or
without the State of Delaware as the Bylaws of the corporation may provide or
as may be designated from time to time by the Board of Directors.

ARTICLE XI

Whenever a compromise or arrangement is proposed between the
corporation and its creditors or any class of them and/or between the
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a
summary way of the corporation or of any creditor or stockholder thereof or
on the application of any receivers appointed for

-3-

<PAGE>

the corporation under the provisions of Section 291 of Title 8 of the
Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for the corporation under the provisions of
Section 279 of Title 8 of the Delaware Code order a meeting of the creditors
or class of creditors, and/or the stockholders of the corporation, as the
case may be, to be summoned in such manner as the said court directs. If a
majority, in number representing three-fourths in value of the creditors or
class of creditors, and/or of the stockholders of the corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization
of this corporation as consequence of such compromise or arrangement, the
said compromise or arrangement and the said reorganization shall if
sanctioned by the court to which the said application has been made, be
binding on all the creditors or class of creditors, and/or on all the
stockholders of the corporation, as the case may be, and also on the
corporation.

ARTICLE XII

A. LIMITATION ON LIABILITY. To the fullest extent permitted by the
Delaware General Corporation Law, as the same exists or as it may hereafter
be amended, a director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages of breach of
fiduciary duty as director.

B. EXCULPATION. To the fullest extent permitted by the General
Corporation Law of the State of Delaware, as the same exists or may hereafter
be amended:

(i) a director of the corporation shall have the right to
participate in other business or investing activities and ventures of
any and every kind, irrespective of whether or not any of such other
business or investing activities and ventures compete with the
corporation;

(ii) no director shall be obligated to offer to the corporation any
opportunity to participate in any such other business or investing
activity or venture; and

(iii) the corporation shall have no claim on or right to receive any
income or profit which a director may derive from any such other
business or investing activity or venture.

C. VOTE REQUIRED TO AMEND OR REPEAL. The affirmative vote of the
holders of at least sixty-six and two-thirds percent (66-2/3%) of the then
outstanding shares of the corporation's capital stock entitled to vote
generally in the election of directors shall be required to amend in any
respect or repeal this Article XII.

ARTICLE XIII

A. RIGHT TO INDEMNIFICATION. Each person who was or is made a party
or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or
she is or was a director, officer of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter an "indemnitee"), whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or
agent or in any other capacity while serving as a director, officer, employee
or agent, shall be indemnified and held harmless by the corporation to the
fullest extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the corporation to
provide broader indemnification rights than permitted prior

-4-

<PAGE>

thereto), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith and such indemnification shall continue as to an indemnitee who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators; PROVIDED,
HOWEVER, that, except as provided in paragraph (c) hereof with respect to
proceedings to enforce rights to indemnification, the corporation shall
indemnify any such indemnitee in connection with a proceeding (or part
thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the board of directors of the corporation.

B. RIGHT TO ADVANCEMENT OF EXPENSES. The right to indemnification
conferred in Section A of this Article XIII shall include the right to be
paid by the corporation the expenses incurred in defending any proceeding for
which such right to indemnification is applicable in advance of its final
disposition (hereinafter an "advancement of expenses"); PROVIDED, HOWEVER,
that, if the Delaware General Corporation Law requires, an advancement of
expenses incurred by an indemnitee in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such indemnitee, including, without limitation, service to an employee
benefit plan) shall be made only upon delivery to the corporation of an
undertaking (hereinafter an "undertaking"), by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal (hereinafter a "final adjudication") that such indemnitee is not
entitled to be indemnified for such expenses under this Article XIII or
otherwise.

C. RIGHT OF INDEMNITEE TO BRING SUIT. The rights to indemnification
and to the advancement of expenses conferred in Sections A and B of this
Article XIII shall be contract rights. If a claim under Sections A or B of
this Article XIII is not paid in full by the corporation within sixty (60)
days after a written claim has been received by the corporation, except in
the case of a claim for an advancement of expenses, in which case the
applicable period shall be twenty (20) days, the indemnitee may at any time
thereafter bring suit against the corporation to recover the unpaid amount of
the claim. If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the indemnitee shall be entitled to be paid also
the expense of prosecuting or defending such suit. In (i) any suit brought by
the indemnitee to enforce a right to indemnification hereunder (but not in a
suit brought by the indemnitee to enforce a right to an advancement of
expenses) it shall be a defense that, and (ii) in any suit by the corporation
to recover an advancement of expenses pursuant to the terms of an undertaking
the corporation shall be entitled to recover such expenses upon a final
adjudication that, the indemnitee has not met any applicable standard for
indemnification set forth in the Delaware General Corporation Law. Neither
the failure of the corporation (including its board of directors, independent
legal counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper in
the circumstances because the indemnitee has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the corporation (including its board of directors,
independent legal counsel, or its stockholders) that the indemnitee has not
met such applicable standard of conduct, shall create a presumption that the
indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or by the corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden
of proving that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article XIII or otherwise shall be on the
corporation.

D. NON-EXCLUSIVITY OF RIGHTS. The rights to indemnification and to
the advancement of expenses conferred in this Article XIII shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, this Certificate of Incorporation or the corporation's
Bylaws, or any agreement vote of stockholders or disinterested directors or
otherwise.

-5-

<PAGE>

E. INSURANCE. The corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of
the corporation or another corporation, partnership, joint venture, trust or
other enterprise against any expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation Law.

F. INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION. The
corporation may, to the extent authorized from time to time by the board of
directors, grant rights to indemnification, and to the advancement of
expenses to any employee or agent of the corporation to the fullest extent of
the provisions of this Article XIII with respect to the indemnification and
advancement of expenses of directors and officers of the corporation

G. REPEAL AND MODIFICATION. Any repeal or modification of the
foregoing provisions of this Article XII shall not adversely affect any right
or protection of any director, officer, employee or agent of the corporation
existing at the time of such repeal or modification.

H. VOTE REQUIRED TO AMEND OR REPEAL. The affirmative vote of the
holders of at least sixty-six and two-thirds percent (66-2/3%) of the then
outstanding shares of the corporation's capital stock entitled to vote
generally in the election of directors shall be required to amend in any
respect or repeal this Article XIII.

ARTICLE XIV

The corporation reserves the right to amend or repeal any provision
contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon a stockholder
herein are granted subject to this reservation.

* * * * *

IN WITNESS WHEREOF, the undersigned, as sole incorporator for the
purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, does hereby make this Certificate of Incorporation,
declaring and certifying that this is the act and deed of the undersigned and
that the facts herein stated are true and the undersigned, being thereunto
authorized, has duly executed this Certificate of Incorporation this 2nd day
of December, 1999.

/s/ Paul C. McCoy
-----------------------------
Paul C. McCoy
Sole Incorporator

c/o Pillsbury Madison & Sutro LLP
235 Montgomery Street, Suite 1657
San Francisco, CA 94104

-6-

<PAGE>

B Y L A W S

meVC DRAPER FISHER JURVETSON
FUND I, INC.

(A DELAWARE CORPORATION)

<PAGE>

B Y L A W S

meVC DRAPER FISHER JURVETSON FUND I, INC.

(A DELAWARE CORPORATION)

ARTICLE I

OFFICES

1.1 PRINCIPAL OFFICE. The initial registered office of the
corporation shall be 1209 Orange Street, Wilmington, Delaware, and the name
of the initial registered agent in charge thereof is The Corporation Trust
Company.

1.2 ADDITIONAL OFFICES. The corporation may also have offices at
such other places, either within or without the State of Delaware, as the
board of directors may from time to time designate or the business of the
corporation may require.

ARTICLE 2

MEETING OF STOCKHOLDERS

2.1 PLACE OF MEETING. Meetings of stockholders may be held at such
place, either within or without of the State of Delaware, as may be
designated by or in the manner provided in these Bylaws, or, if not so
designated, at the registered office of the corporation or the principal
executive offices of the corporation.

2.2 ANNUAL MEETING. Annual meetings of stockholders shall be held
each year at such date and time as shall be designated from time to time by
the board of directors and stated in the notice of the meeting. At such
annual meeting, the stockholders shall elect by a plurality vote the number
of directors equal to the number of directors of the class whose term expires
at such meetings (or, if fewer, the number of directors properly nominated
and qualified for election) to hold office until the third succeeding annual
meeting of stockholders after their election. The stockholders shall also
transact such other business as may properly be brought before the meetings.

To be properly brought before the annual meeting, business must be
either (a) specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the board of directors or the Chairman, Vice
Chairman, Chief Executive Officer or President, (b) otherwise properly
brought before the meeting by or at the direction of the board of directors
or the Chairman, Vice Chairman, Chief Executive Officer or President, or (c)
otherwise properly brought before the meeting by a stockholder of record. In
addition to any other applicable requirements, for business to be properly
brought before the annual meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the Secretary of the corporation.
To be timely, a stockholder's notice must be delivered personally or
deposited in the United States mail, or delivered to a common carrier for
transmission to the recipient or actually transmitted by the person giving
the notice by electronic means to the recipient or sent by other means of
written communication, postage or delivery charges prepaid in all such cases,
and received at the principal executive

<PAGE>

offices of the corporation, addressed to the attention of the Secretary of
the corporation, not less than 60 days nor more than 90 days prior to the
scheduled date of the meeting (regardless of any postponements, deferrals or
adjournments of that meeting to a later date); PROVIDED, HOWEVER, that in the
event that less than 70 days' notice or prior public disclosure of the date
of the scheduled meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the earlier of
(a) the close of business on the 10th day following the day on which such
notice of the date of the scheduled annual meeting was mailed or such public
disclosure was made, whichever first occurs, and (b) two days prior to the
date of the scheduled meeting. A stockholder's notice to the Secretary shall
set forth as to each matter the stockholder proposes to bring before the
annual meeting (i) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (ii) the name and record address of the stockholder proposing
such business, (iii) the class, series and number of shares of the
corporation that are owned beneficially by the stockholder, and (iv) any
material interest of the stockholder in such business. Notwithstanding
anything in these Bylaws to the contrary, no business shall be conducted at
the annual meeting except in accordance with the procedures set forth in this
Section 2.2; provided, however, that nothing in this Section 2.2 shall be
deemed to preclude discussion by any stockholder of any business properly
brought before the annual meeting.

The Chairman (or such other person presiding at the meeting in
accordance with these Bylaws) shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the
meeting in accordance with the provisions of this Section 2.2, and if he
should so determine, he shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted.

2.3 SPECIAL MEETINGS. Special meetings of the stockholders may be
called for any purpose or purposes, unless otherwise prescribed by the
statute or by the Certificate of Incorporation, only at the request of the
Chairman, Vice Chairman, Chief Executive Officer or President or by a
resolution duly adopted by a majority of the board of directors. Such request
shall state the purpose or purposes of the proposed meeting. Business
transacted at any special meeting shall be limited to matters relating to the
purpose or purposes stated in the notice of meeting.

2.4 ACTION WITHOUT A MEETING. Any action which may be taken at any
annual or special meeting of the stockholders of this corporation may be
taken without a meeting, without prior notice, and without a vote, if a
consent or consents in writing, setting forth the action or actions so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Such consent or consents shall be delivered to the corporation by
hand or certified mail, return receipt requested, to its principal executive
office, or to an officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded.

2.5 NOTICE OF MEETINGS. Written notice of stockholders' meetings,
stating the place, date and time of the meeting and, in the case of a special
meeting, the purpose or purposes for which such special meeting is called,
shall be given to each stockholder entitled to vote at such meeting not less
than ten (10) nor more than sixty (60) days prior to the meeting.

When a meeting is adjourned to another place, date or time, written
notice need not be given of the adjourned meeting if the place, date and time
thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the date of any adjourned meeting is more than
thirty (30) days after the date for which the meeting was originally noticed,
or if a new record date is fixed for the adjourned meeting, written notice of
the place, date and time of the adjourned meeting shall be given in
conformity herewith. At any adjourned meeting, any business may be transacted
which might have been transacted at the original meeting.

-2-

<PAGE>

Whenever, under the provisions of Delaware law or of the Certificate
of Incorporation or of these Bylaws, notice is required to be given to any
stockholder it shall not be construed to mean personal notice, but such
notice may be given in writing, by mail, addressed to such director or
stockholder, at his or her address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to
be given at the time when the same shall be deposited in the United States
mail.

Whenever any notice is required to be given under the provisions of
Delaware law or of the Certificate of Incorporation or of these Bylaws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

2.6 BUSINESS MATTER OF A SPECIAL MEETING. Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in
the notice, except to the extent such notice is waived or is not required.

2.7 LIST OF STOCKHOLDERS. The officer in charge of the stock ledger
of the corporation or the transfer agent shall prepare and make, at least ten
(10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting arranged in alphabetical order,
and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior
to the meeting, at a place within the city where the meeting is to be held,
which place, if other than the place of the meeting, shall be specified in
the notice of the meeting. The list shall also be produced and kept at the
place of the meeting during the whole time thereof, and may be inspected by
any stockholder who is present in person thereat.

2.8 ORGANIZATION AND CONDUCT OF BUSINESS. The Chairman or, in his or
her absence, the Chief Executive Officer or, in their absence, such person as
the board of directors may have designated or, in the absence of such a
person, such person as may be chosen by the holders of a majority of the
shares entitled to vote who are present, in person or by proxy, shall call to
order any meeting of the stockholders and act as Chairman of the meeting. In
the absence of the Secretary of the corporation, the Secretary of the meeting
shall be such person as the Chairman appoints.

The Chairman of any meeting of stockholders shall determine the
order of business and the procedure at the meeting, including such regulation
of the manner of voting and the conduct of discussion as seems to him or her
in order.

2.9 QUORUM AND ADJOURNMENTS. Except where otherwise provided by law
or the Certificate of Incorporation or these Bylaws, the holders of at least
a majority of the stock issued and outstanding and entitled to vote, present
in person or represented in proxy, shall constitute a quorum at all meetings
of the stockholders. The stockholders present at a duly called or held
meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough stockholders to have
less than a quorum if any action taken (other than adjournment) is approved
by at least a majority of the shares required to constitute a quorum. At such
adjourned meeting at which a quorum is present or represented, any business
may be transacted which might have been transacted at the meeting as
originally notified. If, however, a quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat who are present in person or represented by proxy shall have the
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented.

2.10 VOTING RIGHTS. Unless otherwise provided in the Certificate of
Incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital
stock having voting power held by such stockholder.

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2.11 MAJORITY VOTE. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
statutes or of the Certificate of Incorporation or of these Bylaws, a
different vote is required in which case such express provision shall govern
and control the decision of such question.

2.12 RECORD DATE FOR STOCKHOLDER NOTICE AND VOTING.

(i) For purposes of determining the stockholders entitled to
notice of any meeting or to vote, or entitled to receive payment of any
dividend or other distribution, or entitled to exercise any right in
respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the board of directors may fix, in
advance, a record date, which shall not be more than sixty (60) days
nor less than ten (10) days before the date of any such meeting nor
more than sixty (60) days before any other action. If the board of
directors does not so fix a record date, the record date for
determining stockholders entitled to notice of or to vote at a meeting
of stockholders shall be at the close of business on the business day
next preceding the day on which notice is given or, if notice is
waived, at the close of business on the business day next preceding the
day on which the meeting is held.

(ii) For purposes of determining the stockholders entitled to
consent to corporate action in writing without a meeting, the board of
directors may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by
the board of directors, and which date shall not be more than ten (10)
days after the date upon which the resolution fixing such record date
is adopted by the board of directors. If no record date has been fixed
by the board of directors, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting,
when no prior action by the board of directors is required under
Delaware law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to
the corporation by hand or certified mail, return receipt requested, to
its principal executive office, or to an officer or agent of the
corporation having custody of the book in which proceedings of meetings
of stockholders are recorded. If no record date has been fixed by the
board of directors and prior action by the board of directors is
required under Delaware law, the record date for determining
stockholders entitled to consent to corporate action in writing without
a meeting shall be the close of business on the day on which the board
of directors adopts the resolution taking such prior action.

2.13 PROXIES. Every person entitled to vote for directors or on any
other matter shall have the right to do so either in person or by one or more
agents authorized by a written proxy signed by the person and filed with the
Secretary of the corporation. A proxy shall be deemed signed if the
stockholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the stockholder or the
stockholder's attorney-in-fact. A validly executed proxy which does not state
that it is irrevocable shall continue in full force and effect unless (i)
revoked by the person executing it, before the vote pursuant to that proxy,
by a writing delivered to the corporation stating that the proxy is revoked
or by a subsequent proxy executed by, or attendance at the meeting and voting
in person by, the person executing the proxy; or (ii) written notice of the
death or incapacity of the maker of that proxy is received by the corporation
before the vote pursuant to that proxy is counted; provided, however, that no
proxy shall be valid after the expiration of three years from the date of the
proxy, unless otherwise provided in the proxy.

2.14 INSPECTORS OF ELECTION. The corporation shall, in advance of
any meeting of stockholders, appoint one or more inspectors of election to
act at the meeting and make a written report thereof. The

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corporation may designate one or more persons to act as alternate inspectors
to replace any inspector who fails to act. If no inspector or alternate is
able to act at a meeting of stockholders, the person presiding at the meeting
shall appoint one or more inspectors to act at the meeting. Each inspector,
before entering upon the discharge of his or her duties, shall take and sign
an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his or her ability.

ARTICLE 3

DIRECTORS

3.1 NUMBER; ELECTION; TENURE AND QUALIFICATIONS. The board of
directors of the corporation shall consist of not less than three (3) members
nor more than seven (7) members and shall be divided into three classes,
designated as Class I, Class II and Class III, as nearly equal in number as
possible. The initial board of directors shall consist of three (3) members,
with each Class consisting of one (1) director, and the exact number of
members of any future Board of Directors, and the exact number of directors
in each Class, shall be determined from time to time by resolution of the
board of directors. Notwithstanding the foregoing, additional directorships
resulting from an increase in the number of directors shall be apportioned
among the classes as equally as possible.

Only persons who are nominated in accordance with the following
procedures shall be eligible for election as directors. Nominations of
persons for election to the board of directors at the annual meeting, by or
at the direction of the board of directors, may be made by any nominating
committee or person appointed by the board of directors; nominations may also
be made by any stockholder of record of the corporation entitled to vote for
the election of directors at the meeting who complies with the notice
procedures set forth in this Section 3.1. Such nominations, other than those
made by or at the direction of the board of directors, shall be made pursuant
to timely notice in writing to the Secretary of the corporation. To be
timely, a stockholder's notice shall be delivered personally or deposited in
the United States mail, or delivered to a common carrier for transmission to
the recipient or actually transmitted by the person giving the notice by
electronic means to the recipient or sent by other means of written
communication, postage or delivery charges prepaid in all such cases, and
received at the principal executive offices of the corporation addressed to
the attention of the Secretary of the corporation not less than 60 days nor
more than 90 days prior to the scheduled date of the meeting (regardless of
any postponements, deferrals or adjournments of that meeting to a later
date); provided, however, that, in the case of an annual meeting and in the
event that less than 70 days' notice or prior public disclosure of the date
of the scheduled meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the earlier of
(a) the close of business on the 10th day following the day on which such
notice of the date of the scheduled meeting was mailed or such public
disclosure was made, whichever first occurs, or (b) two days prior to the
date of the scheduled meeting. Such stockholder's notice to the Secretary
shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or reelection as a director, (i) the name, age,
business address and residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the class, series and number of
shares of capital stock of the corporation that are owned beneficially by the
person, (iv) a statement as to the person's citizenship, and (v) any other
information relating to the person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to Section 14 of
the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder; and (b) as to the stockholder giving the
notice, (i) the name and record address of the stockholder and (ii) the
class, series and number of shares of capital stock of the corporation that
are owned beneficially by the stockholder. The corporation may require any
proposed nominee to furnish such other information as may reasonably be
required by the corporation to determine the eligibility of such proposed
nominee to serve as director of the

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corporation. No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set forth
herein.

In connection with any annual meeting, the Chairman (or such other
person presiding at such meeting in accordance with these Bylaws) shall, if
the facts warrant, determine and declare to the meeting that a nomination was
not made in accordance with the foregoing procedure, and if he should so
determine, he shall so declare to the meeting and the defective nomination
shall be disregarded.

Directors shall serve as provided in the Certificate of
Incorporation. Directors need not be stockholders.

3.2 VACANCIES. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, though less than a quorum, or by a
sole remaining director, and the directors so chosen shall hold office until
the next annual election at which the term of the class to which they have
been elected expires and until their successors are duly elected and shall
qualify, unless sooner displaced. If there are no directors in office, then
an election of directors may be held in the manner provided by statute. In
the event of a vacancy in the board of directors, the remaining directors,
except as otherwise provided by law or these Bylaws, may exercise the powers
of the full board of directors until the vacancy is filled.

3.3 RESIGNATION AND REMOVAL. Any director may resign at any time by
delivering written notice to the corporation at its principal place of
business or to the Chairman, Vice Chairman, Chief Executive Officer,
President or Secretary. Such resignation shall be effective upon receipt of
such notice unless the notice specifies such resignation to be effective at
some other time or upon the happening of some other event. Any director or
the entire board of directors may be removed, but only for cause, and only
upon the affirmative vote of the holders of at least seventy-five percent
(75%) of shares then entitled to vote at an election of directors, unless
otherwise specified by law or the Certificate of Incorporation.

3.4 POWERS. The business of the corporation shall be managed by or
under the direction of the board of directors which may exercise all such
powers of the corporation and do all such lawful acts and things which are
not by statute or by the Certificate of Incorporation or by these Bylaws
directed or required to be exercised or done by the stockholders.

3.5 PLACE OF MEETINGS. The board of directors may hold meetings,
both regular and special, either within or without the State of Delaware.

3.6 ANNUAL MEETINGS. The annual meetings of the board of directors
shall be held immediately following the annual meeting of stockholders, and
no notice of such meeting shall be necessary to the board of directors,
provided a quorum shall be present. The annual meetings shall be for the
purposes of organization, and an election of officers and the transaction of
other business.

3.7 REGULAR MEETINGS. Regular meetings of the board of directors may
be held without notice at such time and place as may be determined from time
to time by the board of directors.

3.8 SPECIAL MEETINGS. Special meetings of the board of directors may
be called by the Chairman, Vice Chairman, Chief Executive Officer, President,
Secretary, any Vice President or by a majority of the board of directors upon
one (1) day's notice to each director and can be delivered either personally,
or by telephone, express delivery service (so that the scheduled delivery
date of the notice is at least one (1) day in advance of the meeting),
telegram or facsimile transmission, and on five (5) day's notice, by mail.
The notice need not describe the purpose of the special meeting.

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3.9 QUORUM AND ADJOURNMENTS. At all meetings of the board of
directors, a majority of the directors then in office shall constitute a
quorum for the transaction of business, and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act
of the board of directors, except as may otherwise be specifically provided
by law or the Certificate of Incorporation. If a quorum is not present at any
meeting of the board of directors, the directors present may adjourn the
meeting from time to time, without notice other than announcement at the
meeting at which the adjournment is taken, until a quorum shall be present. A
meeting at which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of directors, if any action taken is
approved of by at least a majority of the required quorum for that meeting.

3.10 ACTION WITHOUT MEETING. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the board of directors or of any
committee thereof may be taken without a meeting, if all members of the board
of directors or committee, as the case may be, consent thereto in writing,
and the writing or writings are filed with the minutes of proceedings of the
board of directors or committee.

3.11 TELEPHONE MEETINGS. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any member of the board of
directors or any committee may participate in a meeting by means of
conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.

3.12 WAIVER OF NOTICE. Notice of a meeting need not be given to any
director who signs a waiver of notice or a consent to holding the meeting or
an approval of the minutes thereof, whether before or after the meeting, or
who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to such director. All such waivers, consents
and approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.

3.13 FEES AND COMPENSATION OF DIRECTORS. Unless otherwise restricted
by the Certificate of Incorporation or these Bylaws, the board of directors
shall have the authority to fix the compensation of directors. The directors
may be paid their expenses, if any, for service performed as directors,
including the expenses incurred in connection with their attendance at
meetings of the board of directors, and may be paid a fixed sum for
attendance at each meeting of the board of directors and/or a fixed or
variable salary for their service as a director. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees
may be allowed like compensation for attending committee meetings.

3.14 RIGHTS OF INSPECTION. Any director shall have the right to
examine the corporation's stock ledger, a list of its stockholders and its
other books and records for a purpose reasonably related to his or her
position as a director.

3.15 COMMITTEES OF DIRECTORS.

(i) The board of directors may, by resolution passed by a
majority of the entire board of directors, designate one or more
committees, each committee to consist of one or more of the directors
of the corporation. The board of directors may designate one or more
directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee.

(ii) In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not

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he or she or they constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in the place of
any such absent or disqualified member.

(iii) Any such committee, to the extent provided in the
resolution of the board of directors, shall have and may exercise all
the powers and authority of the board of directors in the management of
the business and affairs of the corporation, and may authorize the seal
of the corporation to be affixed to all papers which may require it;
but no such committee shall have the power or authority in reference to
amending the Certificate of Incorporation (except that a committee may,
to the extent authorized in the resolution or resolutions providing for
the issuance of shares of stock adopted by the board of directors as
provided in Section 151(a) of the General Corporation Law of Delaware,
fix any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
corporation or the conversion into, or the exchange of such shares for,
shares of any other class or classes or any other series of the same or
any other class or classes of stock of the corporation), adopting an
agreement of merger or consolidation, recommending to the stockholders
the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of dissolution, removing
or indemnifying directors or amending the Bylaws of the corporation;
and, unless the resolution or the Certificate of Incorporation
expressly so provides, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock
or to adopt a certificate of ownership and merger. Such committee or
committees shall have such name or names as may be determined from time
to time by resolution adopted by the Board.

(iv) Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.

ARTICLE 4

OFFICERS

4.1 OFFICERS DESIGNATED. The officers of the corporation shall be
chosen by the board of directors and shall be a Chief Executive Officer, a
Secretary and a Chief Financial Officer or Treasurer. The board of directors
may also appoint a Chairman, a Vice Chairman, a President, a Chief Operating
Officer, a Chief Technical Officer, one or more Vice Presidents, and one or
more assistant Secretaries. Any number of offices may be held by the same
person, except as otherwise provided in the Certificate of Incorporation or
these Bylaws.

4.2 APPOINTMENT OF OFFICERS. The officers of the corporation, except
such officers as may be appointed in accordance with the provisions of
Section 4.3 or 4.5 of this Article 4, shall be chosen in such manner and
shall hold their offices for such terms as are prescribed by these Bylaws or
determined by the board of directors. Each officer shall hold his or her
office until his or her successor is elected and qualified or until his or
her earlier resignation or removal. This Section does not create any rights
of employment or continued employment. The corporation may secure the
fidelity of any or all of its officers or agents by bond or otherwise.

4.3 SUBORDINATE OFFICERS. The board of directors may appoint, and
may empower the Chairman, Vice Chairman, Chief Executive Officer and/or
President to appoint, such other officers and agents as the business of the
corporation may require, each of whom shall hold office for such period, have
such authority

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and perform such duties as are provided in the Bylaws or as the board of
directors may from time to time determine.

4.4 REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if
any, of an officer under any contract of employment, any officer may be
removed, either with or without cause, by an affirmative vote of the majority
of the board of directors, at any regular or special meeting of the board of
directors, or, except in case of an officer chosen by the board of directors,
by any officer upon whom such power of removal may be conferred by the board
of directors.

Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless
otherwise specified in that notice, the acceptance of the resignation shall
not be necessary to make it effective. Any resignation is without prejudice
to the rights, if any, of the corporation under any contract to which the
officer is a party.

4.5 VACANCIES IN OFFICES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in
the manner prescribed in these Bylaws for regular appointment to that office.

4.6 COMPENSATION. The salaries of all officers of the corporation
shall be fixed from time to time by the board of directors and no officer
shall be prevented from receiving a salary because such officer is also a
director of the corporation.

4.7 THE CHAIRMAN OF THE BOARD. The Chairman, if such an officer be
elected, shall, if present, perform such other powers and duties as may be
assigned to such officer from time to time by the board of directors. If
there is no Chief Executive Officer, the Chairman shall also be the Chief
Executive Officer of the corporation and shall have the powers and duties
prescribed in Section 4.9 of this Article 4.

4.8 THE VICE CHAIRMAN. The Vice Chairman, if such an officer be
elected, shall, if present, perform such other powers and duties as may be
assigned to such officer from time to time by the Chairman, if such an
officer be elected, or by the board of directors. If there is no Chairman,
the Vice Chairman shall also fulfill the duties of that position. If there is
neither a Chairman nor a Chief Executive Officer, the Vice Chairman shall
also be the Chief Executive Officer of the corporation and shall have the
powers and duties prescribed in Section 4.9 of this Article 4.

4.9 THE CHIEF EXECUTIVE OFFICER. Subject to such supervisory powers,
if any, as may be given by the board of directors to the Chairman and/or the
Vice Chairman, if there be such either such officer, the Chief Executive
Officer shall preside at all meetings of the stockholders and in the absence
of the Chairman, or, if there be none, at all meetings of the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect. He or she shall execute bonds, mortgages
and other contracts requiring a seal, under the seal of the corporation,
except where required or permitted by law to be otherwise signed and executed
and except where the signing and execution thereof shall be expressly
delegated by the board of directors to some other officer or agent of the
corporation.

4.10 THE PRESIDENT. The President shall, in the event there be no
Chief Executive Officer or in the absence of the Chief Executive Officer or
in the event of his or her disability or refusal to act, perform the duties
of the Chief Executive Officer, and when so acting, shall have the powers of
and subject to all the restrictions upon the Chief Executive Officer. The
President shall perform such other duties and have such other powers as may
from time to time be prescribed for him or her by the board of directors, the
Chairman, the Vice Chairman, the Chief Executive Officer or these Bylaws.

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4.11 THE VICE PRESIDENT. The Vice President (or in the event there
be more than one, the Vice Presidents in the order designated by the
directors, or in the absence of any designation, in the order of their
election), shall, in the absence of the President or in the event of his or
her disability or refusal to act, perform the duties of the President, and
when so acting, shall have the powers of and subject to all the restrictions
upon the President. The Vice President(s) shall perform such other duties and
have such other powers as may from time to time be prescribed for them by the
board of directors, the President, the Vice Chairman, the Chairman or these
Bylaws.

4.12 THE SECRETARY. The Secretary shall attend all meetings of the
board of directors and the stockholders and record all votes and the
proceedings of the meetings in a book to be kept for that purpose and shall
perform like duties for the standing committees, when required. The Secretary
shall give, or cause to be given, notice of all meetings of stockholders and
special meetings of the board of directors, and shall perform such other
duties as may from time to time be prescribed by the board of directors, the
Chairman, the Vice Chairman or the Chief Executive Officer, under whose
supervision he or she shall act. The Secretary shall have custody of the seal
of the corporation, and the Secretary, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it, and, when so
affixed, the seal may be attested by his or her signature or by the signature
of such Assistant Secretary. The board of directors may give general
authority to any other officer to affix the seal of the corporation and to
attest the affixing thereof by his or her signature. The Secretary shall
keep, or cause to be kept, at the principal executive office or at the office
of the corporation's transfer agent or registrar, as determined by resolution
of the board of directors, a share register, or a duplicate share register,
showing the names of all stockholders and their addresses, the number and
classes of shares held by each, the number and date of certificates issued
for the same and the number and date of cancellation of every certificate
surrendered for cancellation.

4.13 THE ASSISTANT SECRETARY. The Assistant Secretary, or if there
be more than one, the Assistant Secretaries in the order designated by the
board of directors (or in the absence of any designation, in the order of
their election) shall, in the absence of the Secretary or in the event of his
or her inability or refusal to act, perform the duties and exercise the
powers of the Secretary and shall perform such other duties and have such
other powers as may from time to time be prescribed by the board of directors.

4.14 THE CHIEF FINANCIAL OFFICER. The Chief Financial Officer (or
Treasurer if the chief financial and accounting officer has such title) shall
have the custody of the Corporate funds and securities and shall keep full
and accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in the
name and to the credit of the corporation in such depositories as may be
designated by the board of directors. The Chief Financial Officer shall
disburse the funds of the corporation as may be ordered by the board of
directors, taking proper vouchers for such disbursements, and shall render to
the Chief Executive Officer and the board of directors, at its regular
meetings, or when the board of directors so requires, an account of all his
or her transactions as Chief Financial Officer and of the financial condition
of the corporation.

4.15 BOND. If required by the board of directors, any officer shall
give the corporation a bond in such sum and with such surety or sureties and
upon such terms and conditions as shall be satisfactory to the board of
directors, including without limitation a bond for the faithful performance
of the duties of such officer's office and for the restoration to the
corporation of all books, papers, vouchers, money and other property of
whatever kind in such officer's possession or under such officer's control
and belonging to the corporation.

4.16 DELEGATION OF AUTHORITY. The board of directors may from time
to time delegate the powers or duties of any officer to any other officers or
agents, notwithstanding any provision hereof.

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ARTICLE 5

INDEMNIFICATION

5.1 INDEMNIFICATION OF AGENTS. The corporation shall, to the maximum
extent and in the manner permitted by the General Corporation Law of
Delaware, indemnify each of its directors and officers against expenses
(including attorneys' fees), judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with any proceeding, arising
by reason of the fact that such person is or was an agent of the corporation.
For purposes of this Section 5.1, a "director" or "officer" of the
corporation includes any person (i) who is or was a director or officer of
the corporation, (ii) who is or was serving at the request of the corporation
as a director or officer of another corporation, partnership, joint venture,
trust or other enterprise, or (iii) who was a director or officer of a
corporation which was a predecessor corporation of the corporation or of
another enterprise at the request of such predecessor corporation.

5.2 INDEMNIFICATION OF OTHERS. The corporation shall have the power,
to the maximum extent and in the manner permitted by the General Corporation
Law of Delaware, to indemnify each of its employees and agents (other than
directors and officers) against expenses (including attorneys' fees),
judgments, fines, settlements and other amounts actually and reasonably
incurred in connection with any proceeding, arising by reason of the fact
that such person is or was an agent of the corporation. For purposes of this
Section 5.2, an "employee" or "agent" of the corporation (other than a
director or officer) includes any person (i) who is or was an employee or
agent of the corporation, (ii) who is or was serving at the request of the
Corporation as an employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, or (iii) who was an employee or
agent of a corporation which was a predecessor corporation of the corporation
or of another enterprise at the request of such predecessor corporation.

5.3 PAYMENT OF EXPENSES IN ADVANCE. Expenses incurred in defending
any action or proceeding for which indemnification is required pursuant to
Section 5.1 hereof or for which indemnification is permitted pursuant to
Section 5.2 hereof following authorization thereof by the board of directors
shall be paid by the corporation in advance of the final disposition of such
action or proceeding upon receipt of an undertaking by or on behalf of the
indemnified party to repay such amount if it shall ultimately be determined
that the indemnified party is not entitled to be indemnified as authorized in
this Article 5.

5.4 INDEMNITY NOT EXCLUSIVE. The indemnification provided by this
Article 5 shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office, to the extent that such additional rights to indemnification are
authorized in the Certificate of Incorporation.

5.5 INSURANCE. The corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against him or her and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the corporation
would have the power to indemnify him or her against such liability under the
provisions of the General Corporation Law of Delaware.

5.6 CONFLICTS. No indemnification or advance shall be made under
this Article 5, except where such indemnification or advance is mandated by
law or the order, judgment or decree of any court of competent jurisdiction,
in any circumstance where it appears:

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<PAGE>

(i) that it would be inconsistent with a provision of the
Certificate of Incorporation, these Bylaws, a resolution of the
stockholders or an agreement in effect at the time of the accrual of
the alleged cause of the action asserted in the proceeding in which the
expenses were incurred or other amounts were paid, which prohibits or
otherwise limits indemnification; or

(ii) that it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.

ARTICLE 6

CAPITAL STOCK

6.1 CERTIFICATES FOR SHARES. The shares of the corporation shall be
represented by certificates or shall be uncertificated. Certificates shall be
signed by, or in the name of the corporation by, the Chairman, the Vice
Chairman, the Chief Executive Officer, the President or a Vice President and
by the Chief Financial Officer, the Treasurer), the Secretary or an Assistant
Secretary of the corporation. Any or all of the signatures on the certificate
may be a facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same
effect as if such person were such officer, transfer agent or registrar at
the date of issue. Certificates may be issued for partly paid shares and in
such case upon the face or back of the certificates issued to represent any
such partly paid shares, the total amount of the consideration to be paid
therefor, and the amount paid thereon shall be specified.

Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the registered owner
thereof a written notice containing the information required by the General
Corporation Law of the State of Delaware or a statement that the corporation
will furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative participating, optional or other
special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or rights.

6.2 SIGNATURES ON CERTIFICATES. Any or all of the signatures on a
certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the corporation with
the same effect as if he were such officer, transfer agent or registrar at
the date of issue.

6.3 TRANSFER OF STOCK. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate of shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate and record the
transaction upon its books. Upon receipt of proper transfer instructions from
the registered owner of uncertificated share, such uncertificated shares
shall be canceled and issuance of new equivalent uncertificated shares or
certificated shares shall be made to the person entitled thereto and the
transaction shall be recorded upon the books of the corporation.

6.4 REGISTERED STOCKHOLDERS. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a percent registered on its books as the
owner of shares, and shall not

-12-

<PAGE>

be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

6.5 LOST, STOLEN OR DESTROYED CERTIFICATES. The board of directors
may direct that a new certificate or certificates be issued to replace any
certificate or certificates theretofore issued by the corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing the issue of a new certificate or certificates,
the board of directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of the lost, stolen or destroyed
certificate or certificates, or his or her legal representative, to advertise
the same in such manner as it shall require, and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

ARTICLE 7

CERTAIN TRANSACTIONS

7.1 TRANSACTIONS WITH INTERESTED PARTIES. No contract or transaction
between the corporation and one or more of its directors or officers, or
between the corporation and any other corporation, partnership, association
or other organization in which one or more of its directors or officers are
directors or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the board of directors or committee thereof
which authorizes the contract or transaction or solely because the vote or
votes of such director or officer are counted for such purpose, if:

(a) the material facts as to such person's relationship or
interest and as to the contract or transaction are disclosed or are
known to the board of directors or the committee, and the board of
directors or committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the disinterested
directors, even though the disinterested directors be less than a
quorum; or

(b) the material facts as to such person's relationship or
interest and as to the contract or transaction are disclosed or are
known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the
stockholders; or

(c) the contract or transaction is fair as to the corporation
as of the time it is authorized, approved or ratified, by the board of
directors, a committee thereof, or the stockholders.

7.2 QUORUM. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board of directors
or of a committee which authorizes the contract or transaction.

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<PAGE>

ARTICLE 8

GENERAL PROVISIONS

8.1 DIVIDENDS. Dividends upon the capital stock of the corporation,
subject to any restrictions contained in the General Corporation Law of the
State of Delaware or the provisions of the Certificate of Incorporation, if
any, may be declared by the board of directors at any regular or special
meeting. Dividends may be paid in cash, in property or in shares of the
capital stock, subject to the provisions of the Certificate of Incorporation.

8.2 DIVIDEND RESERVE. Before payment of any dividend, there may be
set aside out of any funds of the corporation available for dividends such
sum or sums as the directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the directors shall think conducive
to the interest of the corporation, and the directors may modify or abolish
any such reserve in the manner in which it was created.

8.3 CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person
or persons as the Board of directors may from time to time designate.

8.4 CORPORATE SEAL. The board of directors may, by resolution, adopt
a corporate seal. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the word "Delaware." The
seal may be used by causing it or a facsimile thereof to be impressed or
affixed or otherwise reproduced. The seal may be altered from time to time by
the board of directors.

8.5 FISCAL YEAR. The fiscal year of the corporation shall be fixed
by resolution of the board of directors.

8.6 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS. The board of
directors, except as otherwise provided in these Bylaws, may authorize any
officer or officers, or agent or agents, to enter into any contract or
execute any instrument in the name of and on behalf of the corporation; such
authority may be general or confined to specific instances. Unless so
authorized or ratified by the board of directors or within the agency power
of an officer, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge
its credit or to render it liable for any purpose or for any amount.

8.7 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The Chief
Executive Officer, the President or any Vice President or the Secretary or
any Assistant Secretary of this corporation is authorized to vote, represent
and exercise on behalf of this corporation all rights incident to any and all
shares of any corporation or corporations standing in the name of this
corporation. The authority herein granted to said officers to vote or
represent on behalf of this corporation any and all shares held by this
corporation in any other corporation or corporations may be exercised either
by such officers in person or by any other person authorized so to do by
proxy or power of attorney duly executed by said officers.

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<PAGE>

ARTICLE 9

AMENDMENTS

The board of directors is expressly empowered to adopt, amend or
repeal these Bylaws, provided, however, that any adoption, amendment or
repeal of these Bylaws by the board of directors shall require the approval
of at least sixty-six and two-thirds percent (66-2/3%) of the total number of
authorized directors (whether or not there exist any vacancies in previously
authorized directorships at the time any resolution providing for adoption,
amendment or repeal is presented to the board). The stockholders shall also
have power to adopt, amend or repeal these Bylaws, provided, however, that in
addition to any vote of the holders of any class or series of stock of this
corporation required by law or by the Certificate of Incorporation of this
corporation, the affirmative vote of the holders of at least sixty-six and
two-thirds percent (66-2/3%) of the voting power of all of the then
outstanding shares of the stock of the corporation entitled to vote generally
in the election of directors, voting together as a single class, shall be
required for such adoption, amendment or repeal by the stockholders of any
provisions of these Bylaws.

<PAGE>

DRAFT DATED DECEMBER 8, 1999

INVESTMENT ADVISORY AGREEMENT

THIS INVESTMENT ADVISORY AGREEMENT (this "Agreement") is entered
into and made effective as of the ___ day of _____________, 1999 by and
between meVC DRAPER FISHER JURVETSON FUND I, INC., a Delaware corporation
(the "Fund"), and meVC ADVISERS, INC., a Delaware corporation ("Adviser").

W I T N E S S E T H:

WHEREAS, the Fund is a non-diversified closed-end management
investment company that has elected to be regulated as a business development
company pursuant to the provisions of the Investment Company Act of 1940, as
amended, and the rules and regulations promulgated thereunder (the
"Investment Company Act"); and

WHEREAS, Adviser is a registered investment adviser pursuant to the
Investment Advisers Act of 1940, as amended, and the rules and regulations
promulgated thereunder (the "Advisers Act"); and

WHEREAS, Adviser desires to serve as the Fund's investment adviser
and, in connection therewith, to perform certain services for the Fund with
respect to the administration of the Fund and its investment activities, in
all cases under the supervision and control of the Fund's Board of Directors
and on the terms and subject to the conditions set forth herein; and

WHEREAS, the Fund desires to retain Adviser to serve as its
investment adviser and, in connection therewith, to perform certain
administrative and investment advisory services under the supervision of the
Fund's Board of Directors and on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and
agreements of the parties hereto as herein set forth, the parties covenant
and agree as follows:

1. APPOINTMENT OF ADVISER; DUTIES OF ADVISER.

(a) The Fund hereby retains Adviser to serve as its investment
adviser for the period and on the terms and subject to the conditions as set
forth in this Agreement.

(b) Subject to the supervision and control by the Fund's Board of
Directors, Adviser shall:

(i) manage the Fund's day-to-day operations and
administration, record keeping and regulatory compliance functions.
Without limiting the generality of the foregoing, Adviser shall
specifically be responsible for (A) preparing periodic financial
statements; (B) preparing financial and accounting reports for
presentation to the Fund's Board of Directors and shareholders and
governmental agencies; (C) calculating and publishing the Fund's net
asset value per share; (D) overseeing the preparation and filing of the
Fund's tax returns; (E) preparing and providing such reports to the
Fund's Board of Directors and shareholders as may from time to time be
considered necessary or appropriate by the Fund's Board of Directors or
by Adviser; (F) overseeing the payment of the Fund's expenses and the
performance of administrative and professional services rendered to the
Fund by others; (G) preparing an annual proxy statement and conducting
the annual meeting of stockholders of the Fund; and (H) managing such
other operational, administrative and regulatory compliance duties as
shall from time to time arise as a result of the Fund's operations and
investing activities; and

<PAGE>

(ii) (A) manage the investment and reinvestment of the Fund's
assets; (B) continuously review, supervise and administer the Fund's
investment program to determine in its discretion the securities to be
purchased or sold and the portion of the Fund's assets to be held
uninvested; (C) provide the Fund with all required records concerning
Adviser's efforts on behalf of the Fund; and (D) provide regular
reports to the Fund's Board of Directors concerning Adviser's
activities on behalf of the Fund.

2. ACCEPTANCE BY ADVISER. Adviser hereby accepts appointment as
investment adviser to the Fund on the terms and conditions set forth on this
Agreement, and agrees to discharge the foregoing responsibilities in compliance
with the investment objectives, policies and limitations set forth in the Fund's
prospectus (as it may be amended or supplemented from time to time, the
"Prospectus") and applicable laws and regulations, and under the supervision and
control of the Fund's Board of Directors.

3. CONTRACTING FOR SUB-ADVISORY SERVICES.

(a) Adviser may, subject to compliance with the provisions of the
Investment Company Act, contract with an investment sub-adviser to assist
Adviser in the performance of its duties under this Agreement.

(b) In the event Adviser elects to retain an investment sub-adviser
pursuant to this Section 3, Adviser specifically acknowledges and agrees as
follows:

(i) compensation for services provided and reimbursement of
the expenses of any such investment sub-advisor shall be the sole
responsibility and obligation of Adviser;

(ii) any contract or other agreement, whether oral or written,
entered into between Adviser and any such sub-adviser shall be between
those parties solely and shall not operate to relieve Adviser of any of
its obligations to the Fund or any liability it might otherwise have
under or pursuant to this Agreement, all of which shall remain the sole
responsibility and obligation of Adviser; and

(iii) in the event a contract or agreement between Adviser and
any such sub-adviser includes one or more provisions for the benefit of
the Fund as a third-party beneficiary, Adviser shall enforce such
provisions on behalf of the Fund to the same degree as it would enforce
any other provision of such agreement on its own behalf.

4. COMPENSATION.

(a) In compensation for Adviser's services as set forth in this
Agreement, the Fund shall pay to Adviser an annual management fee equal to 2.5%
of the Fund's net assets (the "Management Fee"). The Management Fee shall be
computed on the basis of the Fund's average weekly net assets and shall be paid
to Adviser in twelve equal installments on the last business day of each
calendar month.

(b) As further compensation for Adviser's services, the Fund shall pay
to Adviser annual incentive compensation (the "Incentive Fee") in an amount
equal to twenty percent (20%) of the Fund's annual realized capital gains on its
investments, net of realized losses and unrealized capital depreciation. The
Incentive Fee shall be paid to Adviser from time to time as determined by the
Board of Directors of the Fund.

(c) In the event this Agreement is terminated, any compensation to
which Adviser may be entitled to receive pursuant to this Section 4 shall be
computed as of the period ending on the last business day on which this
Agreement is in effect, subject to pro rata adjustment based on the number of
days elapsed in the current month as a percentage of the total number of days in
such month.

- 2 -
<PAGE>

5. EXPENSES. Adviser shall pay all of its own costs and expenses,
including such costs and expenses as Adviser may incur in the performance of its
duties pursuant to this Agreement.

6. LIMITATION OF LIABILITY. In the absence of: (i) willful misfeasance,
bad faith or gross negligence on the part of Adviser in the performance of its
obligations and duties hereunder; (ii) reckless disregard by Adviser of its
obligations and duties hereunder; or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act), Adviser shall not
be subject to liability to the Fund or any of its stockholders for any error of
judgment, mistake of law or any other act or omission in the course of, or
connected with, its rendering of services hereunder including, without
limitation, for any losses that may be sustained in connection with the
purchase, holding, redemption or sale of any security by Adviser on behalf of
the Fund.

7. EXCLUSIVITY. The services provided by Adviser hereunder are not
exclusive and Adviser shall therefore remain free to render such services to
others.

8. RECORDS. Adviser agrees to preserve the records required by Rule
204-2 promulgated under the Advisers Act for the period specified therein.

9. WRITTEN DISCLOSURE STATEMENT. Adviser has previously delivered to
the Fund a written disclosure statement as required by Section 204-3(a) of the
Advisers Act in the form of either a copy of Part II of Adviser's Form ADV which
complies with Section 204-1(b) of the Advisers Act or a written document
containing at least the information required by Part II of Form ADV. Such
written disclosure statement was delivered by Adviser to the Fund within the
time period specified by Section 204-1(b) of the Advisers Act.

10. DURATION. This Agreement shall be effective beginning on the date
set forth in the preamble hereof, and shall remain in force for an initial
period of two (2) years. Upon expiration of the initial term, the term of this
Agreement shall be automatically extended for successive one (1) year periods,
PROVIDED, that each such one (1) year extension is approved by the Fund's Board
of Directors or by the holders of at least a majority of the Fund's outstanding
voting securities.

11. TERMINATION.

(a) This Agreement may be terminated by (i) the Fund's Board of
Directors or (ii) the holders of a majority of the Fund's outstanding voting
securities at any time and without penalty, upon delivery of written notice of
such termination at least sixty (60) days prior to the termination date.

(b) This Agreement may be terminated by Adviser at any time and without
penalty, upon delivery of written notice of such termination at least sixty (60)
days prior to the termination date.

(c) This Agreement shall immediately and automatically terminate in the
event of its assignment without the written consent of the Fund.

12. AMENDMENTS. This Agreement may be amended with the mutual consent
of the parties; PROVIDED, HOWEVER, that the Fund shall not consent to any such
amendment unless such amendment shall be approved by (i) a majority of the
Fund's directors, (ii) a majority the Fund's disinterested directors and (iii)
the holders of a majority of the Fund's outstanding voting securities.

13. AGENCY RELATIONSHIP. Nothing herein shall be construed so as to
constitute Adviser as an agent of the Fund.

- 3 -
<PAGE>

14. SEVERABILITY. If any term or condition of this Agreement shall be
found to be invalid or unenforceable to any extent or in any application, the
remainder of this Agreement, including such term or condition, except to the
extent or in such application such term or condition is held invalid or
unenforceable, shall not be affected thereby, and each and every term and
condition of this Agreement shall be valid and enforceable to the fullest extent
and in the broadest application permitted by law.

15. CAPTIONS. The captions of this Agreement are included for
convenience only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.

16. DEFINITIONS. For purposes of this Agreement, "majority of the
outstanding voting securities," "assignment" and "interested person" shall have
the respective meanings assigned to them in the Investment Company Act, subject,
however, to such exemptions as may be granted by the Securities and Exchange
Commission pursuant to its rule-making authority as set forth in the Investment
Company Act or the Advisers Act, as the case may be.

17. NOTICES. All notices required or permitted to be delivered under or
pursuant to this Agreement shall be so delivered by certified mail, postage
prepaid, as follows:

If to Adviser: meVC Advisers, Inc.
991 Folsom Street, Suite 301
San Francisco, CA 94107
Attn: Secretary

If to the Fund: meVC Draper Fisher Jurvetson Fund I, Inc.
991 Folsom Street, Suite 301
San Francisco, CA 94107
Attn: Secretary

with a copy to: Pillsbury Madison & Sutro LLP
50 Fremont St., 10th Floor
San Francisco, CA 94104
Attn: Michael J. Halloran, Esq.

Any notice delivered pursuant to this Section 17 shall be deemed
delivered on the third day following its deposit in the United States mail or
the date such notice is actually received by the addressee, whichever shall
occur first.

18. ENTIRE AGREEMENT. This Agreement contains the entire agreement of
the parties with respect to the matters referred to herein and supersedes all
prior agreements, negotiations, commitments or understandings.

19. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be taken to be
an original and together shall constitute one and the same document.

20. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of Delaware and the applicable provisions of the
Investment Company Act and the Investment Advisers Act.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

- 4 -
<PAGE>

IN WITNESS WHEREOF, the undersigned have executed and delivered this
Agreement as of the date first above written.

MEVC DRAPER FISHER JURVETSON
FUND I, INC.

By_______________________________________
Andrew E. Singer
President

MEVC ADVISERS, INC.

By_______________________________________
Peter S. Freudenthal
Chairman of the Board
and President

- 5 -

<PAGE>

DRAFT DATED DECEMBER 8, 1999

INVESTMENT SUB-ADVISORY AGREEMENT

THIS INVESTMENT SUB-ADVISORY AGREEMENT (this "Agreement") is entered
into and made effective as of the ___ day of _________, ____, by and between
meVC ADVISERS, INC., a Delaware corporation ("Adviser"), and DRAPER FISHER
JURVETSON MEVC MANAGEMENT CO., LLC, a California limited liability company
("Sub-Adviser"). Terms not otherwise defined herein shall have the meaning
assigned to them in that certain Investment Advisory Agreement (the "Advisory
Agreement"), dated of even date herewith, by and between meVC Draper Fisher
Jurvetson Fund I, Inc., a Delaware corporation (the "Fund"), and Adviser.

W I T N E S S E T H:

WHEREAS, Adviser is a registered investment adviser under the Advisers
Act; and

WHEREAS, pursuant to the terms and subject to the conditions of the
Advisory Agreement, Adviser has undertaken to serve as the Fund's investment
advisor and, in connection therewith, to perform certain services for the
Fund with respect to the administration of the Fund and its investment
activities; and

WHEREAS, Sub-Adviser is a registered investment adviser under the
Advisers Act; and

WHEREAS, Sub-Adviser desires to serve as an investment sub-adviser to
the Fund and, in connection therewith, to assist Adviser in the fulfillment
of its duties and obligations under the Advisory Agreement, such assistance
to be provided on the terms and subject to the conditions as set forth
herein; and

WHEREAS, Adviser desires to retain Sub-Adviser to assist Adviser in the
fulfillment of its duties and obligations under the Advisory Agreement on the
terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the Fund intends to apply to the Securities and Exchange
Commission (the "Commission") for an exemptive order pursuant to Sections
6(c) and 57(i) of the Investment Company Act and Rule 17d-1 promulgated
thereunder (the "Order") to allow the Fund to coinvest in the same securities
with certain individuals or entities that may be deemed by the Commission to
be "affiliates" (as defined in the Investment Company Act and the rules and
regulations promulgated thereunder) of the Fund ("Fund Affiliates"); and

WHEREAS, subject to the Commission's grant of the Order, and subject in
all cases to the approval of the Fund's Board of Directors, it is
contemplated that many of the Fund's venture capital investments will be
investments made in conjunction with one or more Fund Affiliates ("Affiliate
Transactions");

NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:

<PAGE>

1. APPOINTMENT OF SUB-ADVISER; DUTIES OF SUB-ADVISOR.

(a) On the terms and subject to the conditions set forth in this
Agreement, Adviser hereby retains Sub-Adviser to serve as the Fund's
investment sub-adviser and, in connection therewith, to assist Adviser with
the fulfillment of its obligations as set forth in the Advisory Agreement.

(b) In all cases subject to the approval of the Fund's Board of
Directors, during the term of this Agreement, Sub-Adviser hereby agrees to:

(i) manage the investment and reinvestment of the Fund's
assets (except for the investment and reinvestment of the Fund's assets
in Temporary Investments (as defined in the Fund's Prospectus), all
obligations with respect to which shall remain those of Adviser);

(ii) continuously review, supervise and administer the Fund's
investment program to determine in its discretion the securities to be
purchased or sold and the portion of the Fund's assets to be held
uninvested;

(iii) provide or make available significant managerial
assistance and guidance to the companies in which the Fund invests,
such assistance and guidance in all cases to be at least the minimum
level required for the Fund to at all times remain in compliance with
the relevant provisions of the Investment Company Act;

(iv) provide the Fund with all required records concerning
Adviser's efforts on behalf of the Fund; and

(v) provide regular reports to the Fund's Board of Directors
concerning Adviser's activities on behalf of the Fund.

2. ACCEPTANCE BY SUB-ADVISER. Sub-Adviser hereby accepts appointment as
an investment sub-adviser to the Fund on the terms and conditions set forth
in this Agreement, and agrees to discharge its duties and responsibilities
hereunder to the best of its abilities and in compliance with the objectives,
policies and limitations as set forth in the Fund's Prospectus and applicable
laws and regulations, subject in all cases to the approval of the Fund's
Board of Directors.

3. COMPENSATION.

(a) For the services rendered by Sub-Adviser as set forth in this
Agreement, Adviser shall pay to Sub-Adviser an amount equal to forty percent
(40%) of any Management Fee paid by the Fund to Adviser pursuant to Section 4
of the Advisory Agreement. Adviser shall remit to Sub-Adviser its portion of
any such Management Fee not later than the third business day following
Adviser's receipt of a Management Fee from the Fund.

(b) As additional compensation for Sub-Adviser's services pursuant to
this Agreement, Adviser shall pay to Sub-Adviser an amount equal to ninety
percent (90%) of any Incentive Fee paid by the Fund to Adviser pursuant to
Section 4 of the Advisory Agreement. Adviser shall remit to Sub-Adviser its
portion of any such Incentive Fee not later than the third business day
following Adviser's receipt of an Incentive Fee from the Fund.

(c) In the event of termination of this Agreement, any compensation to
which Sub-Adviser may be entitled pursuant to this Section 3 shall be
computed as of the period ending on the last business

<PAGE>

day on which this Agreement is in effect, subject to pro rata adjustment
based on the number of days elapsed in the current month as a percentage of
the total number of days in such month.

4. EXPENSES. Sub-Adviser shall pay all of its own costs and
expenses, including those costs and expenses incurred by Sub-Adviser in
the discharge of its duties and obligations pursuant to this Agreement.

5. AFFILIATE TRANSACTIONS: With respect to each Affiliate
Transaction proposed for investment by the Fund, Adviser and Sub-Adviser
hereby acknowledge and agree as follows:

(a) Sub-Adviser shall present such opportunity to the Fund's Board of
Directors at least five (5) business days prior to the date an investment
decision must be made, and shall make available to each director all such
documentation and other information as such directors shall deem necessary or
appropriate to allow them to make an informed decision with respect to the
Fund's participation in such investment opportunity; PROVIDED, HOWEVER, that
the Fund's Board of Directors, in its sole and absolute discretion, may waive
some or all of the advance notice requirement on a case-by-case basis.

(b) The Fund's Board of Directors shall have the sole and absolute
discretion with respect to the Fund's participation in an Affiliate
Transaction and, absent the express authorization of the Fund's Board of
Directors, Sub-Adviser shall have no authority to obligate the Fund with
respect to any such Affiliate Transaction.

(c) Sub-Adviser shall at all times comply, and shall conduct itself so
as to allow the Fund to comply, with the terms and conditions as imposed by
the Commission and set forth in the Order.

6. LIMITATION OF LIABILITY. In the absence of: (i) willful misfeasance,
bad faith or gross negligence on the part of Sub-Adviser in the performance
of its obligations and duties hereunder; (ii) reckless disregard by
Sub-Adviser of its obligations and duties hereunder; or (iii) a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services (in which case any award of damages shall be
limited to the period and the amount set forth in Section 36(b)(3) of the
Investment Company Act), Sub-Adviser shall not be subject to any liability to
Adviser or the Fund or any stockholder of the Fund for any error of judgment,
mistake of law or any other act or omission in the course of, or connected
with, the rendering of services by Sub-Adviser hereunder including, without
limitation, for any losses that may be sustained in connection with the
purchase, holding, redemption or sale of any security by Sub-Adviser on
behalf of the Fund.

7. EXCLUSIVITY. The services provided by Sub-Adviser hereunder
are not exclusive and Sub-Adviser shall remain free to render such
services to others.

8. RECORDS. Sub-Adviser agrees to preserve the records required
by Rule 204-2 promulgated under the Advisers Act for the period specified
therein.

9. WRITTEN DISCLOSURE STATEMENT. Sub-Adviser has previously delivered to
each of Adviser and the Fund a written disclosure statement as required by
Section 204-3(a) of the Advisers Act in the form of either a copy of Part II
of Sub-Adviser's Form ADV which complies with Section 204-1(b) of the
Advisers Act or a written document containing at least the information
required by Part II of Form ADV. Such written disclosure statement was
delivered by Sub-Adviser to Adviser and the Fund within the time period
specified by Section 204-1(b) of the Advisers Act.

10. DURATION. This Agreement shall be effective beginning on the date
set forth in the preamble hereof, and shall remain in force for an initial
period of two (2) years. Upon the expiration of

<PAGE>

the initial two-year period, this Agreement shall be automatically extended
for successive one (1) year periods, PROVIDED, that each such continuation is
approved by a majority vote of the Fund's Board of Directors and by the
holders of at least a majority of the outstanding voting securities of the
Fund.

11. TERMINATION; AGREEMENT OF THE PARTIES RESPECTING TERMINATION.

(a) This Agreement may be terminated by either party hereto, at any time
and without penalty, upon delivery of written notice of such termination at
least sixty (60) days prior to the termination date, such written notice to
be delivered by the terminating party to the non-terminating party and to the
Board of Directors of the Fund.

(b) This Agreement may be terminated by (i) the Board of Directors of
the Fund or (ii) the holders of a majority of the outstanding voting
securities of the Fund, upon the delivery Adviser and Sub-Adviser of written
notice of such termination at least sixty (60) days prior to the termination
date.

(c) This Agreement shall immediately and automatically terminate in the
event of its assignment without the written consent of Adviser and the Fund.

(d) Except as may be otherwise agreed or consented to by the parties
hereto:

(i) this Agreement shall terminate automatically in the event of a
termination of the Advisory Agreement, such termination to occur
concurrently with the termination of the Advisory Agreement;

(ii) in the event of a termination of this Agreement, Adviser shall
terminate the Advisory Agreement, such termination to occur
concurrently with the terminatioin of this Agreement or as
reasonably practicable thereafter; and

(iii) in the event of a termination of this Agreement or the Advisory
Agreement pursuant to this Section 11, each party hereto agrees
that it will not thereafter provide, agree to provide or cause to
be provided, directly or indirectly, investment advisory services
to the Fund.

12. CHANGE IN MEMBERSHIP OF SUB-ADVISER.

(a) Upon the occurrence of any of the following events, and in no event
later than three (3) business days thereafter, Sub-Adviser shall provide
written notice of such occurrence to each of the Fund and Adviser:

(i) the withdrawal, voluntary or otherwise, of any member (whether
managing or non-managing) from membership in Sub-Adviser;

(ii) the admission of any new member (whether managing or non-managing)
to membership in Sub-Adviser,

(iii) the substitution of any individual or entity in place of any
current member (whether managing or non-managing) of Sub-Adviser;
or

(iv) the occurrence of any other event or series of events which
results, or can reasonably be expected to result, in a change in
the current membership of Sub-Adviser.

<PAGE>

(b) Sub-Adviser's obligations pursuant to this Section 12 shall
terminate upon the conversion of Sub-Adviser from a limited liability company
form to a C corporation.

13. AMENDMENTS. This Agreement may be amended with the mutual consent of
the parties, PROVIDED, that any such proposed amendment shall be consented to
by (i) a majority of the Fund's directors, (ii) a majority of the Fund's
disinterested directors and (iii) the holders of a majority of the Fund's
outstanding voting securities.

14. ADVISER HELD HARMLESS. Sub-Adviser shall indemnify and hold Adviser
harmless from and against any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liabilities arising out of or
attributable to any action or failure or omission to act by Sub-Adviser as a
result of Sub-Adviser's willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties under this Agreement.

15. AGENCY RELATIONSHIP. Nothing herein shall be construed as
constituting Sub-Adviser as an agent of Adviser or of the Fund.

16. SEVERABILITY. If any term or condition of this Agreement shall be
found to be invalid or unenforceable to any extent or in any application, the
remainder of this Agreement, including such term or condition, except to the
extent or in such application such term or condition is held invalid or
unenforceable, shall not be affected thereby, and each and every term and
condition of this Agreement shall be valid and enforceable to the fullest
extent and in the broadest application permitted by law.

17. CAPTIONS. The captions of this Agreement are included for
convenience only and in no way define or limit any of the provisions hereof
or otherwise affect their construction or effect.

18. DEFINITIONS. For purposes of this Agreement, the terms "majority of
the outstanding voting securities," "assignment" and "interested person"
shall have the respective meanings assigned to them in the Investment Company
Act and the rules and regulations thereunder, subject, however, to such
exemptions as may be granted to either Adviser or the Fund by the Securities
and Exchange Commission pursuant to the authority conveyed to it under the
provisions of the Investment Company Act and/or the Advisers Act.

19. NOTICES. All notices required or permitted to be delivered under or
pursuant to this Agreement shall be so delivered by certified mail, postage
prepaid, as follows:

If to Adviser: meVC Advisers, Inc.
991 Folsom Street, Suite 301
San Francisco, CA 94107
Attn: Secretary

If to Sub-Adviser: Draper Fisher Jurvetson MeVC
Management Co., LLC
400 Seaport Court, Suite 250
Redwood City, California 94063
Attn: Managing Member

If to the Fund: meVC Draper Fisher Jurvetson Fund I,
Inc.
991 Folsom Street, Suite 301
San Francisco, CA 94107
Attn: Secretary

<PAGE>

with a copy to: Pillsbury Madison & Sutro LLP
50 Fremont St., 10th Floor
San Francisco, CA 94104
Attn: Michael J. Halloran, Esq.

Any notice delivered pursuant to this Section 19 shall be deemed
delivered on the third day following its deposit in the United States mail or
the date such notice is actually received by the addressee, whichever shall
occur first.

20. ENTIRE AGREEMENT. This Agreement contains the entire agreement of
the parties with respect to the matters referred to herein and supersedes all
prior agreements, negotiations, commitments or understandings.

21. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be taken to
be an original and together shall constitute one and the same document.

22. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of Delaware and the applicable provisions of the
Investment Company Act and the Advisers Act and the rules and regulations
promulgated thereunder.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.

MEVC ADVISERS, INC.
By
Andrew E. Singer
Chief Executive Officer

DRAPER FISHER JURVESTON MEVC
MANAGEMENT CO., LLC

By
Timothy C. Draper
Managing Member

<PAGE>

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this "Agreement") is entered and
made effective as of the ___ day of ____________, _____ by and between meVC
DRAPER FISHER JURVETSON FUND I, INC., a Delaware corporation (the "Company"),
and _____________________ ("Indemnitee"), an individual resident in the State
of ___________, with reference to the following facts:

A. The Company desires the benefits of having Indemnitee serve as an
officer and/or director, secure in the knowledge that any expenses, liability
and/or losses that may be incurred by Indemnitee as a result of his or her
good faith service to the Company will be borne by the Company or its
successors and assigns;

B. Indemnitee is willing to serve an a director and/or officer of
the Company only on the condition that he or she is indemnified by the
Company for any such expenses, liability and/or losses;

C. The Company and Indemnitee recognize the increasing difficulty in
obtaining liability insurance for directors, officers and agents of a
corporation at reasonable cost;

D. The Company and Indemnitee recognize that there has been an
increase in litigation against corporate directors, officers and agents; and

E. The Company's Certificate of Incorporation allows and requires
the Company to indemnify its directors, officers and agents to the maximum
extent permitted under Delaware law.

NOW, THEREFORE, the parties hereby agree as follows:

1. DEFINITIONS. For purposes of this Agreement:

1.1 "Agent" shall mean any person who (a) is or was a director,
officer, employee or agent of the Company whether serving in such capacity or
as a director, officer, employee, agent, fiduciary or other official of
another corporation, joint venture, trust or other enterprise at the request
of, for the convenience of, or to represent the interests of the Company.

1.2 "Change of Control" shall mean the occurrence of any of the
following events after the date of this Agreement:

(a) A change in the composition of the board of directors
of the Company (the "Board"), as a result of which fewer than
two-thirds of the incumbent directors are directors who either (a) had
been directors of the Company 24 months prior to such change or (b)
were elected, or nominated for election, to the Board with the
affirmative votes of at least a majority of the directors who had been
directors of the Company 24 months prior to such change and who were
still in office at the time of the election or nomination; or

(b) Any "person" (as such term is used in sections 13(d)
and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act"),
as amended) through the acquisition or aggregation of securities is or
becomes the beneficial owner, directly or indirectly, of securities
of the Company representing 20 percent or more of the combined voting
power of the Company's then outstanding securities ordinarily (and
apart from rights accruing under special circumstances) having the
right to vote at elections of directors (the "Capital Stock");
PROVIDED,

<PAGE>

HOWEVER, that any change in ownership of the Company's securities by
any person resulting solely from a reduction in the aggregate number
of outstanding shares of Capital Stock, and any decrease thereafter
in such person's ownership of securities, shall be disregarded until
such person increases in any manner, directly or indirectly, such
person's beneficial ownership of any securities of the Company.

1.3 "Disinterested Director" shall mean a director of the Company
who is not and was not a party to the Proceeding in respect of which
indemnification is being sought by Indemnitee.

1.4 "Expenses" shall be broadly construed and shall include, without
limitation, (a) all direct and indirect costs incurred, paid or accrued, (b)
all attorneys' fees, retainers, court costs, transcripts, fees of experts,
witness fees, travel expenses, food and lodging expenses while traveling,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service, freight or other transportation fees and expenses, (c) all
other disbursements and out-of-pocket expenses, (d) amounts paid in
settlement, to the extent not prohibited by Delaware Law, and (e) reasonable
compensation for time spent by Indemnitee for which he is otherwise not
compensated by the Company or any third party, actually and reasonably
incurred in connection with or arising out of a Proceeding, including a
Proceeding by Indemnitee to establish or enforce a right to indemnification
under this Agreement, applicable law or otherwise.

1.5 "Independent Counsel" shall mean a law firm or a member of a law
firm that neither is presently nor in the past five years has been retained
to represent: (a) the Company, an affiliate of the Company or Indemnitee in
any matter material to either party or (b) any other party to the Proceeding
giving rise to a claim for indemnification hereunder. Notwithstanding the
foregoing, the term "Independent Counsel" shall not include any person who,
under the applicable standards of professional conduct then prevailing would
have a conflict of interest in representing either the Company or Indemnitee
in an action to determine Indemnitee's right to indemnification under this
Agreement.

1.6 "Liabilities" shall mean liabilities of any type whatsoever,
including, but not limited to, judgments or fines, ERISA or other excise
taxes and penalties, and amounts paid in settlement (including all interest,
assessments or other charges paid or payable in connection with any of the
foregoing) actually and reasonably incurred by Indemnitee in connection with
a Proceeding.

1.7 "Delaware Law" means the Delaware General Corporation Law, as
amended and in effect from time to time, or any successor or other statutes
of Delaware having similar import and effect.

1.8 "Proceeding" shall mean any pending, threatened or completed
action, hearing, suit or any other proceeding, whether civil, criminal,
arbitrative, administrative, investigative or any alternative dispute
resolution mechanism, including without limitation any such Proceeding
brought by or in the right of the Company.

2. EMPLOYMENT RIGHTS AND DUTIES. Subject to any other obligations
imposed on either of the parties by contract or by law, and with the
understanding that this Agreement is not intended to confer employment rights
on either party which they did not possess on the date of its execution,
Indemnitee agrees to serve as a director or officer so long as he is duly
appointed or elected and qualified in accordance with the applicable
provisions of the Certificate of Incorporation (the "Certificate") and Bylaws
(the "Bylaws") of the Company and until such time as he resigns or fails to
stand for election or until his employment terminates. Indemnitee may from
time to time also perform other services at the request, or for the
convenience of, or otherwise benefiting the Company. Indemnitee may at any
time and for any reason resign or be removed from such position (subject to
any other contractual obligation or

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<PAGE>

other obligation imposed by operation of law), in which event the Company
shall have no obligation under this Agreement to continue Indemnitee in any
such position.

2.1 DIRECTORS' AND OFFICERS' INSURANCE.

(a) The Company hereby covenants and agrees that, so
long as Indemnitee shall continue to serve as a director or officer of
the Company and thereafter so long as Indemnitee shall be subject to
any possible Proceeding, the Company, subject to Section 2.1(c), shall
maintain directors' and officers' insurance in full force and effect.

(b) In all policies of directors' and officers'
insurance, Indemnitee shall be named as an insured in such a manner as
to provide Indemnitee the same rights and benefits, subject to the same
limitations, as are accorded to the Company's directors or officers
most favorably insured by such policy.

(c) The Company shall have no obligation to maintain
directors' and officers' insurance if the Company determines in good
faith that such insurance is not reasonably available, the premium
costs for such insurance are disproportionate to the amount of coverage
provided, or the coverage provided by such insurance is limited by
exclusions so as to provide an insufficient benefit.

3. INDEMNIFICATION. The Company shall indemnify Indemnitee to the
fullest extent authorized or permitted by Delaware Law and the provisions of
the Certificate and Bylaws of the Company, as in effect on the date hereof,
and as Delaware Law, the Certificate and Bylaws may from time to time be
amended (but, in the case of any such amendment, only to the extent such
amendment permits the Company to provide broader indemnification rights than
Delaware Law, the Certificate and/or Bylaws permitted the Company to provide
before such amendment). The right to indemnification conferred in the
Certificate shall be presumed to have been relied upon by Indemnitee in
serving or continuing to serve the Company as a director or officer and shall
be enforceable as a contract right. Without in any way diminishing the scope
of the indemnification provided by the Certificate and this Section 3, the
Company shall indemnify Indemnitee if and whenever he is or was a witness,
party or is threatened to be made a witness or a party to any Proceeding, by
reason of the fact that he is or was an Agent or by reason of anything done
or not done, or alleged to have been done or not done, by him in such
capacity, against all Expenses and Liabilities actually and reasonably
incurred by Indemnitee or on his behalf in connection with the investigation,
defense, settlement or appeal of such Proceeding. In addition to, and not as
a limitation of, the foregoing, the rights of indemnification of Indemnitee
provided under this Agreement shall include those rights set forth in
Sections 4, 5 and 6 below.

4. PAYMENT OF EXPENSES.

4.1 All Expenses incurred by or on behalf of Indemnitee shall be
advanced by the Company to Indemnitee within 20 days after the receipt by the
Company of a written request for such advance which may be made from time to
time, whether prior to or after final disposition of a Proceeding (unless
there has been a final determination by a court of competent jurisdiction
that Indemnitee is not entitled to be indemnified for such Expenses).
Indemnitee's entitlement to advancement of Expenses shall include those
incurred in connection with any Proceeding by Indemnitee seeking a
determination, an adjudication or an award in arbitration pursuant to this
Agreement. The requests shall reasonably evidence the Expenses incurred by
Indemnitee in connection therewith. Indemnitee hereby undertakes to repay the
amounts advanced if it shall ultimately be determined that Indemnitee is not
entitled to be indemnified pursuant to the terms of this Agreement.

-3-

<PAGE>

4.2 Notwithstanding any other provision in this Agreement, to the
extent that Indemnitee has been successful on the merits or otherwise in
defense of any Proceeding, Indemnitee shall be indemnified against all
Expenses actually and reasonably incurred by Indemnitee in connection
therewith.

5. PROCEDURE FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION.

5.1 Whenever Indemnitee believes that he is entitled to
indemnification pursuant to this Agreement, Indemnitee shall submit a written
request for indemnification (the "Indemnification Request") to the Company to
the attention of the President with a copy to the Secretary. This request
shall include documentation or information which is necessary for the
determination of entitlement to indemnification and which is reasonably
available to Indemnitee. Determination of Indemnitee's entitlement to
indemnification shall be made no later than 60 days after receipt of the
Indemnification Request. The President or the Secretary shall, promptly upon
receipt of Indemnitee's request for indemnification, advise the Board in
writing that Indemnitee has made such request for indemnification.

5.2 The Indemnification Request shall set forth Indemnitee's
selection of which of the following forums shall determine whether Indemnitee
is entitled to indemnification:

(a) A majority vote of the Disinterested Directors, even
though less than a quorum, or, if there be no Disinterested Directors or
if the Disinterested Directors so direct, a written opinion of an
Independent Counsel.

(b) A majority vote of the stockholders at a meeting at
which a quorum is present, with the shares owned by the person to be
indemnified not being entitled to vote thereon.

The Company agrees to bear any and all costs and expenses incurred
by Indemnitee or the Company in connection with the determination of
Indemnitee's entitlement to indemnification by any of the above forums.

6. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS. No initial
finding by the Board, its counsel, Independent Counsel, arbitrators or the
stockholders shall be effective to deprive Indemnitee of the protection of
this indemnity, nor shall a court or other forum to which Indemnitee may
apply for enforcement of this indemnity give any weight to any such adverse
finding in deciding any issue before it. Upon making a request for
indemnification, Indemnitee shall be presumed to be entitled to
indemnification under this Agreement and the Company shall have the burden of
proof to overcome that presumption in reaching any contrary determination.
The termination of any Proceeding by judgment, order, settlement, arbitration
award or conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, (a) adversely affect the rights of Indemnitee to
indemnification except as indemnification may be expressly prohibited under
this Agreement, (b) create a presumption that Indemnitee did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Company or (c) with respect to any criminal action
or proceeding, create a presumption that Indemnitee had reasonable cause to
believe that his conduct was unlawful.

7. REMEDIES OF INDEMNITEE IN CASES OF DETERMINATION NOT TO INDEMNIFY
OR TO ADVANCE EXPENSES.

7.1 In the event that (a) an initial determination is made that
Indemnitee is not entitled to indemnification, (b) advances for Expenses are
not made when and as required by this Agreement,

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<PAGE>

(c) payment has not been timely made following a determination of entitlement
to indemnification pursuant to this Agreement or (d) Indemnitee otherwise
seeks enforcement of this Agreement, Indemnitee shall be entitled to a final
adjudication in an appropriate court of the State of Delaware of his
entitlement to such indemnification or advance. Alternatively, Indemnitee at
his option may seek an award in arbitration. If the parties are unable to
agree on an arbitrator, the parties shall provide to the American Arbitration
Association ("AAA") a statement of the nature of the dispute and the desired
qualifications of the arbitrator. AAA will provide the parties with a list of
three available arbitrators. Each party may strike one of the names on the
list, and the remaining person will serve as the arbitrator. If both parties
strike the same person, AAA will select the arbitrator from the other two
names. The arbitration award shall be made within 90 days following the
demand for arbitration. Except as set forth herein, the provisions of
Delaware law shall apply to any such arbitration. The Company shall not
oppose Indemnitee's right to seek any such adjudication or arbitration award.
In any such proceeding or arbitration Indemnitee shall be presumed to be
entitled to indemnification under this Agreement and the Company shall have
the burden of proof to overcome that presumption.

7.2 An initial determination, in whole or in part, that Indemnitee
is not entitled to indemnification shall create no presumption in any
judicial proceeding or arbitration that Indemnitee has not met the applicable
standard of conduct for, or is otherwise not entitled to, indemnification.

7.3 If an initial determination is made or deemed to have been made
pursuant to the terms of this Agreement that Indemnitee is entitled to
indemnification, the Company shall be bound by such determination in the
absence of (a) a misrepresentation of a material fact by Indemnitee in the
request for indemnification or (b) a specific finding (which has become
final) by a court of competent jurisdiction that all or any part of such
indemnification is expressly prohibited by law.

7.4 The Company and Indemnitee agree herein that a monetary remedy
for breach of this Agreement, at some later date, will be inadequate,
impracticable and difficult of proof, and further agree that such breach
would cause Indemnitee irreparable harm. Accordingly, the Company and
Indemnitee agree that Indemnitee shall be entitled to temporary and permanent
injunctive relief to enforce this Agreement without the necessity of proving
actual damages or irreparable harm. The Company and Indemnitee further agree
that Indemnitee shall be entitled to such injunctive relief, including
temporary restraining orders, preliminary injunctions and permanent
injunctions, without the necessity of posting bond or other undertaking in
connection therewith. Any such requirement of bond or undertaking is hereby
waived by the Company, and the Company acknowledges that in the absence of
such a waiver, a bond or undertaking may be required by the court.

7.5 The Company shall be precluded from asserting that the
procedures and presumptions of this Agreement are not valid, binding and
enforceable. The Company shall stipulate in any such court or before any such
arbitrator that the Company is bound by all the provisions of this Agreement
and is precluded from making any assertion to the contrary.

7.6 Expenses incurred by Indemnitee in connection with his request
for indemnification under, seeking enforcement of or to recover damages for
breach of this Agreement shall be borne and advanced by the Company.

8. OTHER RIGHTS TO INDEMNIFICATION. Indemnitee's rights of
indemnification and advancement of expenses provided by this Agreement shall
not be deemed exclusive of any other rights to which Indemnitee may now or in
the future be entitled under applicable law, the Certificate, the Bylaws, an
employment agreement, a vote of stockholders or Disinterested Directors,
insurance or other financial arrangements or otherwise.

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<PAGE>

9. LIMITATIONS ON INDEMNIFICATION. No indemnification shall be paid
or expenses reimbursed by the Company pursuant to Section 3 in the following
circumstances:

9.1 INSURANCE. To the extent that Indemnitee is reimbursed pursuant
to such insurance as may exist for Indemnitee's benefit. Notwithstanding the
availability of such insurance, Indemnitee also may claim indemnification
from the Company pursuant to this Agreement by assigning to the Company any
claims under such insurance to the extent Indemnitee is paid by the Company.
Indemnitee shall reimburse the Company for any sums he receives as
indemnification from other sources to the extent of any amount paid to him
for that purpose by the Company;

9.2 SECTION 16(b). On account and to the extent of any wholly or
partially successful claim against Indemnitee for an accounting of profits
made from the purchase or sale by Indemnitee of securities of the Company
pursuant to the provisions of Section 16(b) or the Securities Exchange Act of
1934, as amended, and amendments thereto or similar provisions of any
federal, state or local statutory law; or

9.3 INDEMNITEE'S PROCEEDINGS. Except as otherwise provided in this
Agreement, in connection with all or any part of a Proceeding which is
initiated or maintained by or on behalf of Indemnitee, or any Proceeding by
Indemnitee against the Company or its directors, officers, employees or other
agents, unless (a) such indemnification is expressly required to be made by
Delaware Law, (b) the Proceeding was authorized by a majority of the
Disinterested Directors (c) there has been a Change of Control or (d) such
indemnification is provided by the Company, in its sole discretion, pursuant
to the powers vested in the Company under Delaware Law.

10. DURATION AND SCOPE OF AGREEMENT; BINDING EFFECT. This Agreement
shall continue so long as Indemnitee shall be subject to any possible
Proceeding subject to indemnification by reason of the fact that he is or was
an Agent and shall be applicable to Proceedings commenced or continued after
execution of this Agreement, whether arising from acts or omissions occurring
before or after such execution. This Agreement shall be binding upon the
Company and its successors and assigns (including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business or assets of the Company) and shall inure
to the benefit of Indemnitee and his spouse, assigns, heirs, devisees,
executors, administrators and other legal representatives.

11. NOTICE BY INDEMNITEE AND DEFENSE OF CLAIMS. Indemnitee agrees
promptly to notify the Company in writing upon being served with any summons,
citation, subpoena, complaint, indictment, information or other document
relating to any matter which may be subject to indemnification hereunder,
whether civil, criminal, arbitrative, administrative or investigative; but
the omission so to notify the Company will not relieve it from any liability
which it may have to Indemnitee if such omission does not actually prejudice
the Company's rights and, if such omission does prejudice the Company's
rights, it will relieve the Company from liability only to the extent of such
prejudice; nor will such omission relieve the Company from any liability
which it may have to Indemnitee otherwise than under this Agreement. With
respect to any Proceeding:

(a) The Company will be entitled to participate therein
at its own expense;

(b) Except as otherwise provided below, to the extent
that it may wish, the Company jointly with any other indemnifying party
similarly notified will be entitled to assume the defense thereof, with
counsel reasonably satisfactory to Indemnitee. After notice from the
Company to Indemnitee of its election so to assume the defense thereof
and the assumption of such defense, the Company will not be liable to
Indemnitee under this Agreement for any attorney fees or costs
subsequently incurred by Indemnitee in connection with Indemnitee's
defense except as

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<PAGE>

otherwise provided below. Indemnitee shall have the right to employ his
counsel in such Proceeding but the fees and expenses of such counsel
incurred after notice from the Company of its assumption of the defense
thereof and the assumption of such defense shall be at the expense of
Indemnitee unless (i) the employment of counsel by Indemnitee has been
authorized by the Company, (ii) Indemnitee shall have reasonably
concluded that there may be a conflict of interest between the Company
and Indemnitee in the conduct of the defense of such action or that the
Company's counsel may not be adequately representing Indemnitee or
(iii) the Company shall not in fact have employed counsel to assume the
defense of such action, in each of which cases the fees and expenses of
counsel shall be at the expense of the Company; and

(c) The Company shall not be liable to indemnify
Indemnitee under this Agreement for any amounts paid in settlement of
any action or claim effected without its written consent. The Company
shall not settle any action or claim which would impose any limitation
or penalty on Indemnitee without Indemnitee's written consent. Neither
the Company nor Indemnitee will unreasonably withhold its or his
consent to any proposed settlement.

11.1 CONTRIBUTION. In order to provide for just and equitable
contribution in circumstances in which the indemnification provided for in
this Agreement is held by a court of competent jurisdiction to be unavailable
to Indemnitee in whole or part, the Company shall, in such an event, after
taking into account, among other things, contributions by other directors and
officers of the Company pursuant to indemnification agreements or otherwise,
and, in the absence of personal enrichment, acts of intentional fraud or
dishonesty or criminal conduct on the part of Indemnitee, contribute to the
payment of Indemnitee's losses to the extent that, after other contributions
are taken into account, such losses exceed: (i) in the case of a director of
the Company or any of its subsidiaries who is not an officer of the Company
or any of such subsidiaries, the amount of fees paid to the director for
serving as a director during the 12 months preceding the commencement of the
Proceeding; or (ii) in the case of a director of the Company or any of its
subsidiaries who is also an officer of the Company or any of such
subsidiaries, the amount set forth in clause (i) plus 5% of the aggregate
cash compensation paid to said director for service in such office(s) during
the 12 months preceding the commencement of the Proceeding; or (iii) in the
case of an officer of the Corporation or any of its subsidiaries, 5% of the
aggregate cash compensation paid to such officer for service in such
office(s) during the 12 months preceding the commencement of such Proceeding.

12. ESTABLISHMENT OF TRUST. In order to secure the obligations of
the Company to indemnify and to advance Expenses to Indemnitee pursuant to
this Agreement, upon a Change of Control of the Company, the Company or its
successor or assign shall establish a Trust (the "Trust") for the benefit of
Indemnitee, the trustee (the "Trustee") of which shall be chosen by the
Company and shall be reasonably acceptable to Indemnitee. Thereafter, from
time to time, upon receipt of a written request from Indemnitee, the Company
shall fund the Trust in amounts sufficient to satisfy any and all Liabilities
and Expenses reasonably anticipated at the time of such request for which the
Company may indemnify Indemnitee hereunder. The amount or amounts to be
deposited in the Trust pursuant to the foregoing funding obligation shall be
determined by mutual agreement of Indemnitee and the Company or, if the
Company and Indemnitee are unable to reach such an agreement, by Independent
Counsel selected jointly by the Company and Indemnitee. The terms of the
Trust shall provide that except upon the consent of Indemnitee and the
Company, (i) the Trust shall not be revoked or the principal thereof invaded,
without the written consent of Indemnitee, (ii) the Trustee shall advance to
Indemnitee, within 20 days of a request by Indemnitee, any and all Expenses,
Indemnitee hereby agreeing to reimburse the Trustee of the Trust for all
Expenses so advanced if a final determination is made by a court in a final
adjudication from which there is no further right of appeal that Indemnitee
is not entitled to be indemnified under this Agreement, (iii) the Trust shall
continue to be funded by the Company in accordance with the funding
obligations set forth in this Section, (iv) the Trustee shall promptly pay to
Indemnitee any amounts to

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which Indemnitee shall be entitled pursuant to this Agreement, and (v) all
unexpended funds in the Trust shall revert to the Company upon a final
determination by Independent Counsel selected by Indemnitee or a court of
competent jurisdiction that Indemnitee has been fully indemnified with
respect to the Proceeding giving rise to the funding of the Trust under the
terms of this Agreement. The establishment of the Trust shall not, in any
way, diminish the Company's obligation to indemnify Indemnitee against
Expenses and Liabilities to the full extent required by this Agreement.

13. MISCELLANEOUS PROVISIONS.

13.1 SEVERABILITY; PARTIAL INDEMNITY. If any provision or provisions
of this Agreement (or any portion thereof) shall be held by a court of
competent jurisdiction to be invalid, illegal or unenforceable for any reason
whatever: (a) such provision shall be limited or modified in its application
to the minimum extent necessary to avoid the invalidity, illegality or
unenforceability of such provision; (b) the validity, legality and
enforceability of the remaining provisions of this Agreement shall not in any
way be affected or impaired thereby; and (c) to the fullest extent possible,
the provisions of this Agreement shall be construed so as to give effect to
the intent manifested by the provision (or portion thereof) held invalid,
illegal or unenforceable. If Indemnitee is entitled under any provision of
this Agreement to indemnification by the Company for some or a portion of any
Expenses or Liabilities of any type whatsoever incurred by him in the
investigation, defense, settlement or appeal of a Proceeding but not entitled
to all of the total amount thereof, the Company shall nevertheless indemnify
Indemnitee for such total amount except as to the portion thereof for which
it has been determined pursuant to Section 5 hereof that Indemnitee is not
entitled.

13.2 COUNTERPART SIGNATURE PAGES. This Agreement may be executed in
one or more counterparts, each of which shall be deemed original, and all of
which together shall constitute one and the same instrument. Only one such
counterpart signed by the party against whom enforceability is sought needs
to be produced to evidence the existence of this Agreement.

13.3 INTERPRETATION OF AGREEMENT. It is understood that the parties
hereto intend this Agreement to be interpreted and enforced so as to provide
indemnification to Indemnitee to the fullest extent not now or hereafter
prohibited by law.

13.4 HEADINGS. The headings of the Sections and paragraphs of this
Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction thereof.

13.5 PRONOUNS. Use of the masculine pronoun shall be deemed to
include use of the feminine pronoun where appropriate.

13.6 MODIFICATION AND WAIVER. No supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by
both of the parties to this Agreement. No waiver of any provision of this
Agreement shall be deemed to constitute a waiver of any of the provisions
hereof (whether or not similar) nor shall such waiver constitute a continuing
waiver. No waiver of any provision of this Agreement shall be effective
unless executed in writing.

13.7 NOTICES. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if (i) delivered by hand and receipted for by the party to whom
said notice or other communication shall have been directed or (ii) mailed by
certified or registered mail with postage prepaid, on the third business day
after the date on which it is so mailed:

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<PAGE>

IF TO INDEMNITEE, TO:

--------------------------------
meVC Draper Fisher Jurvetson Fund I, Inc.
991 Folsom Street, Suite 301
San Francisco, California 94107
Telephone: (415) 977-6150

IF TO THE COMPANY TO:

meVC Draper Fisher Jurvetson Fund I, Inc.
991 Folsom Street, Suite 301
San Francisco, California 94107
Telephone: (415) 977 6150
Attention: Secretary

WITH A COPY TO:

Pillsbury Madison & Sutro LLP
50 Fremont Street, 10th Floor
San Francisco, California 94107
Attention: Michael J. Halloran, Esq.

or to such other address as may have been furnished to Indemnitee by
the Company or to the Company by Indemnitee, as the case may be.

13.8 GOVERNING LAW. The parties agree that this Agreement shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Delaware as applied to contracts between Delaware residents entered
into and to be performed entirely within Delaware.

13.9 CONSENT TO JURISDICTION. The Company and Indemnitee each hereby
irrevocably consent to the jurisdiction of the courts of the State of
Delaware for all purposes in connection with any action or proceeding which
arises out of or relates to this agreement and agree that any action
instituted under this agreement shall be brought only in the state courts of
the State of Delaware.

13.10 ENTIRE AGREEMENT. This Agreement represents the entire
agreement between the parties hereto, and there are no other agreements,
contracts or understanding between the parties hereto with respect to the
subject matter of this Agreement, except as specifically referred to herein
or as provided in Sections 8 and 2.1 hereof.

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<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

meVC DRAPER FISHER JURVETSON FUND I, INC.

By
---------------------------------------

Name
-------------------------------------

Title
------------------------------------

INDEMNITEE

Signature
--------------------------------

Name
-------------------------------------

Address
----------------------------------

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