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Guys,

Very excited about where we are in the process--we are very close to making
RSTP a huge success.

We need to close out on the ownership of the management company. NB has
asked the direct question and we need to respond to them on this and many
other fronts by Monday. We are also cranking this weekend on the Metabiota
memo and the Counsyl follow up to respond to them by Monday.

Our original pre-Will split was 50% to RS 50% to me and Neil. Neil and I
think that we should all be diluted equally for the admission of Will to
the partnership and he should get 20% (just like we diluted ourselves
equally for the admission of Alex stanton in the GP for RSTP I). We
discussed this as our position at least since last Summer. We are still
fine on the 50/50 fee split as discussed and as we have been splitting the
fees.

NB is likely to ask us to amend our documents to make Will a key man which
is probably appropriate. Will has been a driving force in getting us to
where we are and if someone has an argument as to why they should be
diluted less for his inclusion, please speak it.

This is also how we did the fee split (net of GP contribution) for our
first closing and it is also how we filed our tax returns.

Let's get on a call this weekend to ratify the management company ownership.

Thanks,

John

John DeLoche
*Co-founder and Managing Director*
Rosemont Seneca Technology Partners
333 Bush Street, 21st Floor
San Francisco, CA 94104
office: 415 767 1288
mobile: 415 793 7070

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