Everest Properties II LLC – ‘DEFC14A’ on 6/4/03 re: Dsi Realty Income Fund XI

On:  Wednesday, 6/4/03, at 5:14pm ET   ·   Effective:  6/4/03   ·   Accession #:  1037955-3-24   ·   File #:  0-18286

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Definitive Proxy Solicitation Material — Contested Solicitation   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFC14A     Definitive Proxy Statement                            11     39K 

Document Table of Contents

DEFC14A
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SCHEDULE 14A

(Rule 14a-101)

 INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) Securities
Exchange Act of 1934

Filed by the Registrant                              [ ]                        

Filed by a party other than the Registrant           [X]                        

Check the appropriate box:                                    

[  ]     Preliminary Proxy Statement                                            

[  ]     Confidential, for Use of the Commission Only                           
(as permitted by Rule 14a-6(e)(2))                            

[ X]     Definitive Proxy Statement                                             

[  ]     Definitive Additional Materials                                        

[  ]     Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12          

 DSI Realty Income Fund XI

(Name of Registrant as Specified in Its Charter)

Millenium Investors 2, LLC
Millenium Investors, LLC
 KM Investments, LLC
Everest Properties II, LLC

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):                              

[X] No fee required                                                             

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.    

      (1)  Title of each class of securities to which transaction applies:

    (2)  Aggregate number of securities to which transactions applies:

       (3)  Per unit price or other underlying value of transaction computed
             pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
          the filing fee is calculated and state how it was determined.)

(4) Proposed maximum aggregate value of transaction:          

(5) Total Fee paid:                                           

[ ]      Fee paid previously with preliminary materials                         

[ ]      Check box if any part of the fee is offset as provided by Exchange     
      Act Rule 0-11(a)(2) and identify the filing for which the offsetting
       fee was paid previously. Identify the previous filing by registration
       statement number, or the Form or Schedule and the date of its filing.

(1) Amount previously paid:                                   

(2) Form, Schedule or Registration Statement No.:             

(3) Filing party:                                             

(4) Date filed:                                               

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Millenium Investors 2, LLC
155 N. Lake Avenue, Suite 1000
Pasadena, CA 91101

May 30, 2003

TO THE LIMITED PARTNERS OF                                                      
DSI REALTY INCOME FUND XI                                                       

Re:     PROTECT YOUR INVESTMENT AND                           
VOTE AGAINST THE GENERAL PARTNER'S PROPOSAL   

Dear Limited Partner:                                                           

     We are writing to urge you to vote  AGAINST the proposal  (the  "Proposal")
made by the general partner (the "general partner") of DSI Realty Income Fund XI
(the  "Partnership").  We have  decided  to file  our own  consent  solicitation
statement to ask you to vote  AGAINST the Proposal or if you have already  voted
for the Proposal,  to revoke your vote by completing,  signing and returning the
enclosed  consent form to us. To start,  we would like to reiterate  some of the
points made in our letter as to why you should vote against the Proposal:       

o    We believe that the general partner's consent solicitation  statement fails
     to explain the  significance  of the  Proposal it is asking you to approve;
     and fails to disclose the general partner's conflicts of interest in making
the Proposal.                                                         

o    If the Proposal is approved,  we believe the value of our Partnership units
     will decrease  because they will become harder,  or impossible,  to sell to
anyone but the general partner.                                       

o    If the Proposal is approved,  we believe you will no longer be able to sell
     your  Partnership  units on  secondary  market  services  like the American
     Partnership  Board. One such service has advised us it will cease to effect
transfers if the Proposal passes.                                     

o    If the  Proposal  is  approved,  we believe  you will be giving the general
     partner an effective monopoly on buying your units if you try to sell them.
     Our experience  has shown that most potential  buyers do not make offers to
     purchase  limited  partnership  units if the general partner has a right of
first refusal.                                                        

o    For the above reasons,  we believe that the Proposal is effectively  remove
     all ways for you to get out of this  investment  other than  selling out to
the general partner, probably at low prices.                          

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You may have the following questions:                                           

Q:       What is Millenium Asking Me to Vote Upon?                              

A:  Millenium  is  asking  you to  vote  AGAINST  the  Proposal  in the  consent
solicitation statement sent to you by the general partner. By voting AGAINST the
Proposal,  you retain your right to sell your Partnership  units to whomever you
like instead of being required to first offer your units to the general partner.

Q:       Who is Millenium?                                                      

A: Millenium and several affiliates are limited partners in the Partnership, all
of which are  managed  by Everest  Properties  II,  LLC  ("Everest").  Everest's
management  has  substantial  experience  in investing  in and managing  limited
partnerships. See "Information Concerning Millenium and Everest."               

Q:       Why Should I Vote Against the Proposal?                                

A: The general  partner is asking you to  essentially  eliminate  the market for
your  partnership  units by giving  them a right of first  refusal  to buy these
units. Based on our experience, no one is going to make even an offer to buy our
units if they know that their offer will  likely be used by the general  partner
to buy the units first.  We believe the Proposal  are  self-serving,  are not in
your best interest and are in violation of the general partner's  fiduciary duty
to all of us as limited partners.                                               

Q:       What Do I Need to Do Now?                                              

A: After  carefully  reading  and  considering  the  general  partner's  consent
solicitation statement and this Consent Statement, we are asking that you please
complete,  sign and date the enclosed  ORANGE consent form by voting AGAINST the
Proposal herein and mailing it to us in the  self-addressed  envelope  provided.
Hopefully by your vote you can send a clear message to the general partners that
it cannot place its financial interest before its fiduciary duty to you.        

     We urge you to carefully read the enclosed Consent  Solicitation  Statement
in order to vote  your  interests.  YOUR  VOTE IS  IMPORTANT.  FAILURE  TO VOTE,
ABSTENTIONS AND BROKER NON-VOTES WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE
PROPOSAL.  Again,  to be sure your vote is  represented,  please sign,  date and
return the  enclosed  ORANGE  Consent of Limited  Partner  form as  promptly  as
possible in the enclosed, prepaid envelope. If you have any questions, please do
not hesitate to contact Mr. Vahan Saroians at 626-585-5920.                     

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     We  recommend  strongly  that you VOTE  AGAINST  THE  PROPOSAL  made by the
general partner.  We would be pleased to answer any questions you may have about
our  recommendation;  please call and ask for Stacey McClain or David Lesser, at
(626) 585-5920.                                                                 

                   Very truly yours,
                            MILLENIUM INVESTORS 2, LLC

P.S. Vote against both of theses unfair Proposal. You can change your vote until
     June 15, 2003. Do not be tricked by the general partner into voting against
your own interests!                                                   

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SOLICITATION OF CONSENTS
of
LIMITED PARTNERS
of
 DSI Realty Income Fund XI
by
Millenium Investors 2, LLC

May 30, 2003

CONSENT SOLICITATION STATEMENT

     Millenium   Investors  2,  LLC,  a  California  limited  liability  company
("Millenium")  is seeking the written  consent (the  "Consents")  of the limited
partners  (the  "Limited  Partners")  of DSI Realty Income Fund XI, a California
limited  partnership  (the  "Partnership"),  to vote against the  proposal  (the
"Proposal") made by the Partnership's general partner (the "general partner") to
amend the dissolution provisions of the Partnership and give the general partner
the first right of refusal to purchase your Partnership units ("Units").        

       This Consent Solicitation Statement (the "Consent Statement") and the
accompanying ORANGE Consent of Limited Partners form are first being mailed to  
Limited Partners on or about May 30, 2003. Limited Partners who are record      
owners of Limited Partnership Interests as of April 30, 2003 (the "Record Date")
shall be sent this Consent Statement.                                           

In reviewing this Consent Statement please consider the following:              

     Considerations  other than those  identified,  such as  investment  and tax
considerations,  exist which should be weighed in deciding how to vote.  Limited
Partners  are advised to read this entire  Consent  Statement  carefully  and to
consult with their  investment and tax advisors before making a decision whether
or not to consent to the proposal. You should also send the Consent Solicitation
Statement  previously  sent to you by the  general  partner of the  Partnership,
dated April 15, 2003.                                                           

     The Consents are solicited  upon the terms and subject to the conditions of
this Consent  Statement,  the general  partners consent  solicitation  statement
mailed to you on April 15, 2003 and the  accompanying  form of  consent.  Record
holders  of a  majority  of the  outstanding  Units is  required  to  approve or
disapprove the Proposal.                                                        

     Under the Partnership Agreement and California law, Limited Partners do not
have dissenters' rights of appraisal in connection with the Proposal.           

     THIS  SOLICITATION  IS BEING  MADE BY  MILLENIUM  AND NOT ON  BEHALF OF THE
PARTNERSHIP. CONSENTS SHOULD BE DELIVERED TO MILLENIUM.                         

     THE SECURITIES AND EXCHANGE  COMMISSION HAS NOT PASSED UPON THE ACCURACY OR
ADEQUACY OF THE INFORMATION  CONTAINED IN THIS DOCUMENT.  ANY  REPRESENTATION TO
THE CONTRARY IS UNLAWFUL.                                                       

     THIS SOLICITATION OF CONSENTS EXPIRES AT 5:00 P.M. PACIFIC TIME ON June 15,
2003, UNLESS EXTENDED.                                                          

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 AVAILABLE INFORMATION

     The  Partnership  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  consent  solicitation  statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports,  consent  solicitation  statements and other information filed with the
Commission  can be  inspected  and  copied at the  public  reference  facilities
maintained by the Commission at Room 1024, 450 Fifth Street,  N.W.,  Washington,
D.C. 20549. In addition,  the Commission  maintains a site on the World Wide Web
portion of the Internet that contains reports,  proxy and information statements
and other information  regarding  registrants that file  electronically with the
Commission. The address of such site is http://www.sec.gov.                     

INFORMATION CONCERNING MILLENIUM AND EVEREST

     Millenium is a California limited liability company that was formed in 1998
for the purpose of investing real estate limited partnerships.  The sole Manager
of Millenium is Everest  Properties II, LLC ("Everest"),  who manages all of the
business affairs of Millenium. Everest and Millenium are affiliates of Millenium
Investors,  LLC and KM  Investors,  LLC,  limited  partners  in the  Partnership
(collectively  "Everest  Entities"),  all of which are also  managed by Everest.
Everest Entities own  approximately  .55% limited  partnership  interests in the
Partnership.  Everest Entities have  substantial  experience in investing in and
managing limited partnerships.                                                  

     Everest is a California  limited  liability company that was formed in 1996
as a  diversified  real  estate-oriented  investment  firm that  specializes  in
investing in and managing  limited  partnerships.  The  principal  office of the
Everest  Entities  is 155 N.  Lake  Avenue,  Suite  1000,  Pasadena,  CA  91101;
telephone (626) 585-5920.                                                       

     The following are the resumes of Everest officers.  The business address of
each of the officers is 155 N. Lake Avenue, Suite 1000, Pasadena, CA 91101.     

     W. Robert  Kohorst.  Mr.  Kohorst has been the President of Everest and its
predecessor  since 1995. He is a lawyer by  profession.  From 1984 through 1990,
Mr. Kohorst was the President of the Private Placement Group for Public Storage,
Inc., a national U.S. real estate  syndicator.  Mr.  Kohorst's  responsibilities
included all structuring,  marketing,  investor services and accounting services
for private placement syndications for Public Storage, Inc., and its affiliates.
Upon leaving Public  Storage,  Inc. in 1990, Mr. Kohorst was the Chief Executive
Officer  and  principal  of two  businesses,  Tiger  Shark  Golf,  Inc.,  a golf
equipment manufacturer,  and Masquerade  International,  Inc., a manufacturer of
costumes.  In 1991 Mr.  Kohorst  co-founded KH Financial,  Inc.,  which has been
engaged in the acquisition of general partner  interests,  real estate companies
and related  assets.  Mr.  Kohorst has been the President of KH Financial,  Inc.
from its  inception to the present.  Mr.  Kohorst  holds a Juris Doctor from the
University of Michigan and a Bachelor of Science  degree in accounting  from the
University of Dayton.                                                           

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     David I.  Lesser.  Mr.  Lesser has been the  Executive  Vice  President  of
Everest and its predecessor since 1995. He is a lawyer by profession.  From 1979
through 1986, Mr. Lesser  practiced  corporate and real estate law with Kadison,
Pfaelzer,  Woodard, Quinn & Rossi and Johnsen,  Manfredi & Thorpe, two prominent
Los Angeles law firms.  From 1986 through  1995,  Mr. Lesser was a principal and
member of Feder,  Goodman & Schwartz and its predecessor  firm,  co-managing the
firm's corporate and real estate practice. Between 1990 and 1992, Mr. Lesser was
counsel to Howard,  Rice,  Nemerovski,  Robertson,  Canady & Falk. Mr. Lesser is
also a Vice President of KH Financial, Inc. Mr. Lesser holds a Juris Doctor from
Columbia  University  and a  Bachelor  of Arts  degree  from the  University  of
Rochester.                                                                      

     Christopher K. Davis. Mr. Davis is a Vice President and the General Counsel
of Everest, which he joined in 1998. He is a lawyer by profession.  From 1991 to
1995, he practiced  securities and corporate law with Gibson, Dunn & Crutcher, a
prominent  national law firm  headquartered  in Los  Angeles.  From 1995 through
1997, he served as Senior Staff Counsel and then Director of Corporate  Legal of
Pinkerton's,  Inc., a worldwide provider of security,  investigation and related
services.  At Pinkerton,  Mr. Davis was  responsible for directing the corporate
section of the legal department. Mr. Davis holds a Juris Doctor from Harvard Law
School and a Bachelor  of Science  degree in  Business  Administration  from the
University of California, Berkeley.                                             

     Peter  J.  Wilkinson.  Mr.  Wilkinson  is a Vice  President  and the  Chief
Financial  Officer of Everest,  which he joined in 1996.  He is an accountant by
profession. From 1981 through 1987, he worked for Deloitte Haskins and Sells and
Coopers  and  Lybrand  in London and Sydney in their  audit  divisions,  gaining
significant experience in a variety of industry segments.  From 1987 to 1990, he
was the company  secretary  and  controller of Gresham  Partners,  an Australian
investment bank where, in addition to being  responsible for all financial,  tax
and  administrative  matters,  he was involved with analyzing  leveraged buyout,
property finance and business acquisitions.  Mr. Wilkinson joined BankAmerica in
the United States and from 1991 to 1996 held a number of positions,  culminating
in being the Division  Finance  Officer for the Corporate Trust and Mortgage and
Asset Backed divisions. In this capacity, he was responsible for presentation of
all financial  information and financial due diligence during their divestiture.
Mr. Wilkinson holds a Bachelor of Science degree from Nottingham  University and
is an English chartered accountant.                                             

 INFORMATION CONCERNING THE PROPOSAL AND PARTNERSHIP

     Information  concerning the Partnership and the General Partner's  Proposal
is available in the general partner's consent solicitation statement,  which you
should have  received  and which is  available  for free from the website of the
Securities  and  Exchange  Commission:  www.sec.gov  (select  "Filings and Forms
(EDGAR)"  from the home page and follow  instructions  to search for "DSI Realty
Income  Fund  XI").  Everest's  Proxy  Solicitation   Statement  and  any  other
additional soliciting materials are also available for free at the same website.

VOTING PROCEDURE FOR LIMITED PARTNER

Distribution and Expiration Date of Solicitation                                

This  Consent  Solicitation  Statement  and the related  Consent are first being
mailed to Limited  Partners on or about May 30, 2003.  Limited  Partners who are
record owners of Limited Partnership  Interests as of the Record Date (April 30,
2003)  may  execute  and  deliver  a  Consent.  A  beneficial  owner of  Limited
Partnership  Interests  who is not the record owner of such Limited  Partnership
Interests  must  arrange  for  the  record  owner  of such  Limited  Partnership
Interests to execute and deliver to  Millenium a Consent form that  reflects the
vote of the beneficial owner.                                                   

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     This solicitation of Consents will expire at 5:00 p.m. Pacific Time on June
15,  2003  (the  "Expiration  Date")  or  such  later  date to  which  Millenium
determines to extend the  solicitation.  Millenium  reserves the right to extend
this  solicitation of Consents for such period or periods as it may determine in
its sole discretion from time to time; provided, however that it will not extend
this  solicitation  past the expiration,  as extended,  of the general partner's
consent solicitation statement.  Any such extension will be followed as promptly
as practicable by notice thereof by written notice to the Limited  Partners,  as
well as filing with the SEC. All Consents delivered to Millenium will be sent to
the Partnership and will remain effective until the Expiration  Date,  including
during any  extension  thereof,  unless  validly  revoked and not rescinded by a
later dated  consent  delivered to Millenium  prior to the  Expiration  Date. No
Consent will be considered  effective longer than eleven months from the date it
is given.                                                                       

Voting Procedures and Required Consents                                         

     The  consent  form  included  with this  Consent  Statement  can be used by
Limited Partners to cast their votes. For each Proposal, Limited Partners should
mark a box adjacent to the Proposal  indicating  that the Limited  Partner votes
"For" or "Against" the Proposal,  or wishes to "Abstain."  All Consents that are
properly completed,  signed and delivered to Millenium,  and not validly revoked
prior to the  Expiration  Date,  will be given  effect  in  accordance  with the
specifications  thereof.  If none of the boxes on the Consent is marked, but the
Consent  is  otherwise  properly  completed  and  signed,  the  Limited  Partner
delivering such Consent will be deemed to have voted "Against" the Proposal.    

     The  Partnership has 20,000 Units  outstanding,  each having one vote. Each
Proposal requires the consent of the record holders of a majority of the Limited
Partnership  Interests  of  the  Limited  Partners  (the  "Required  Consents").
Accordingly,  adoption of each Proposal requires the receipt without  revocation
of the  Required  Consents  indicating a vote "For" the  Proposal.  Millenium is
seeking the  disapproval  of the  Proposal.  No Proposal is  conditioned  on the
approval  of another  Proposal.  The  failure of a Limited  Partner to deliver a
Consent  or a vote to  "Abstain"  will have the same  effect as if such  Limited
Partner had voted  "Against" the  Proposal.  Limited  Partnership  Interests not
voted on  Consents  returned by  brokers,  banks or nominees  will have the same
effect as Limited Partnership Interests voted against the Proposal.             

Completion Instructions                                                         

      Limited Partners are requested to complete, sign and date the ORANGE
Consent of Limited Partner form included with this Consent Solicitation         
Statement and mail, fax, hand deliver, send by overnight courier the original   
signed Consent to Millenium Investors 2, LLC, 155 N. Lake Avenue, Suite 1000,   
Pasadena, CA 91101, Fax No.: 626-585-5929.                                      

      Consents should be sent or delivered to Millenium at the address set
forth on the back cover of this Consent Solicitation Statement. A prepaid,      
return envelope is included for your convenience.                               

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Revocation of Consents                                                          

        Consents may be revoked at any time prior to the Expiration Date, or a
Limited Partner may change his vote on the Proposal, in accordance with the     
following procedures. For a revocation or change of vote to be effective,       
Millenium must receive prior to the Expiration Date a written notice of         
revocation or change of vote (which may be in the form of a subsequent, properly
executed Consent) at the address set forth on the Consent. The notice must      
specify the name of the record holder of the Limited Partnership Interests and  
the name of the person having executed the Consent to be revoked or changed (if 
different), and must be executed in the same manner as the Consent to which the 
revocation or change relates or by a duly authorized person that so indicates   
and that submits with the notice appropriate evidence of such authority as      
determined by Millenium. A revocation or change of a Consent shall be effective 
only as to the Limited Partnership Interests listed on such notice and only if  
such notice complies with the provisions of this Consent Solicitation Statement 

        Millenium reserves the right to contest the validity of any revocation
or change of vote and all questions as to validity (including time of receipt)  
will be determined by Millenium, subject to the provisions of the Partnership   
Agreement, as well as state and federal law.                                    

No Dissenters' Rights of Appraisal                                              

         Under the Partnership Agreement and California law, Limited Partners do
not have dissenters' rights of appraisal in connection with the Proposal.       

Solicitation of Consents                                                        

Neither the Partnership nor the current general partners are  
participants in this solicitation of Consents. The Everest Entities are the only
participants in the solicitation. Millenium will initially bear all costs of    
this solicitation of Consents, including fees for attorneys and the cost of     
preparing, printing and mailing this Consent Solicitation Statement, which are  
currently estimated to be $10,000. To date, Millenium has incurred fees and     
expenses for this solicitation of approximately $3,000. In addition to the use  
of mails, certain officers or regular employees of Everest may solicit Consents 
via telephone, for which no additional compensation will be paid.               

  Limited Partners are encouraged to contact Mr. Vahan Saroians of
Millenium at the telephone number set forth on the back cover of this Consent   
Solicitation Statement with any questions regarding this solicitation of        
Consents and with requests for additional copies of this Consent Solicitation   
Statement and form of Consent.                                                  

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SOLICITATION OF CONSENTS
of
LIMITED PARTNERS
of
 DSI Realty Income Fund XI
a California Limited Partnership

         Deliveries of Consents, properly completed and duly executed, should be
made to Millenium Investors 2, LLC at:                                          

155 N. Lake Avenue, Suite 1000
Pasadena, CA 91101
 Fax No.: 626-585-5929

       Questions and requests for assistance about procedures for consenting
or other matters relating to this solicitation may be directed to Mr. Vahan     
Saroians at the address and telephone number listed below. Additional copies of 
this Consent Solicitation Statement and form of Consent may be obtained from    
Millenium as set forth below.                                                   

No person is authorized to give any information or to make any
representation not contained in this Consent Solicitation Statement regarding   
the solicitation of Consents made hereby, and, if given or made, any such       
information or representation should not be relied upon as having been          
authorized by Millenium or any other person. The delivery of this Consent       
Solicitation Statement shall not, under any circumstances, create any           
implication that there has been no change in the information set forth herein or
in the affairs of Millenium or the Partnership since the date hereof.           

Millenium Investors 2, LLC
155 N. Lake Avenue, Suite 1000
Pasadena, CA 91101
(626) 585-5920

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FORM OF CONSENT SOLICITED BY
MILLENIUM INVESTORS 2, LLC
MILLENIUM INVESTORS, LLC
 KM INVESTMENTS, LLC
EVEREST PROPERTIES II, LLC

DSI Realty Income Fund XI                                                       
A California Limited Partnership                                                

CONSENT FORM                                                                    

This consent form is  solicited  by  Millenium  Investors 2, LLC and  affiliates
regarding  the  proposal  by DSI REALTY  INCOME  FUND XI, a  California  limited
partnership (the "Partnership") described below.                                

The undersigned,  a limited partner of the  Partnership,  does hereby revoke all
consents  executed  prior to the date hereof and does hereby vote or abstain and
grant or withhold consent as follows:                                           

(a) That  paragraph  19(b) of the  Partnership's  CERTIFICATE  AND  AGREEMENT OF
LIMITED PARTNERSHIP (the "Limited Partnership  Agreement") be amended to require
Limited  Partners to offer a right of first  refusal to the General  Partners to
proposed transfers of Limited  Partnership Units,  except for transfers by gift,
inheritance, intrafamily transfers, family dissolutions, transfers to affiliates
and transfers from one individual Retirement Account to another.                

FOR [ ]       AGAINST [ ]      ABSTAIN [ ]

Please  sign  exactly as your name  appears  above.  When  signing as  attorney,
executor, administrator, trustee or guardian, please give full title as such. If
a  corporation,  please  sign  in full  corporate  name by  president  or  other
authorized  officer.  If a  partnership,  please  sign  in  partnership  name by
authorized person. If shares are held jointly,  each holder should sign. CONSENT
FORMS THAT ARE SIGNED AND DATED,  WITH NO VOTE INDICATED,  WILL BE VOTED AGAINST
THE PROPOSAL.                                                                   

Signature:                          ____________________________                

Additional Signature (if any):      ____________________________                

Print Name:                         ____________________________                

Print Additional Name (if any):     ____________________________                

Date of Execution:                  ____________________________                
RIF A/C #:                          ____________________________                
Number of Units Owned:              ____________________________                

When completed, please RETURN this Consent in the enclosed envelope to:         
Millenium Investors 2, LLC, 155 N. Lake Avenue, Suite 1000, Pasadena, CA 91101. 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFC14A’ Filing		Date		First		Last			Other Filings
		6/15/03		4		8
Filed on / Effective on:		6/4/03							DEFC14A
		5/30/03		2		7
		4/30/03		5		7			PRE 14A,  PREN14A
		4/15/03		5
									List all Filings