Exhibit (c)(viii)


                      LETTERHEAD OF DERENTHAL & DANNHAUSER




                                January 10, 2000

BY FACSIMILE AND MAIL

David Heymann, Esq.
Post & Heymann, LLP
100 Jericho Quadrangle, Suite 214
Jericho, New York 11753 Facsimile: 516-433-2777

         Re:    Sutter/Jamboree Acquisition Fund, LLC ("Sutter") tender for
                Winthrop California Investors Limited Partnership
                ("Partnership")

Dear David:

         I received your letter of January 7, 2000, regarding the above matter.
I will address your comments in the order presented in your letter.

         With regard to your characterization of the disclosure concerning the
potential for proration, please refer to the supplement to the Offer, in which
the potential for proration is discussed in detail. The statement in the letter
concerning the design of the Offer is further explained in the supplement, and
the letter expressly refers to the supplement in its first paragraph. The
statement that the "offer is designed so that your units will not be pro-rated"
is not an unequivocal representation in light of the more complete discussion in
the supplement. For the reasons discussed in the supplement, Sutter believes the
likelihood of proration to be remote. Sutter will make certain that any further
communications make appropriate reference to the potential risk of proration,
and will file all appropriate amendments to its Schedule 14D- 1.

         You state that you believe Sutter beneficially owns an undisclosed
adverse interest in the office facility. To my




knowledge, neither Sutter nor any of its affiliates beneficially owns any such
adverse interest.

         Each of Sutter's filings has been hand delivered to the subject Company
in compliance with Rule 14d-3(a)(2)(i). Although the partnership's litigation
counsel did not receive the filings, the partnership itself did. It was my
understanding that such delivery satisfied the terms of the Stipulation. I will
confirm the terms of the Stipulation with Sutter's Delaware counsel, and
delivery of all future filings will conform to the letter of the undertakings
therein. Please note that the subject company and the general partner's
affiliate bidder have similar obligations to hand deliver copies of Schedule
14D-1 and Schedule 14D-9 filings to Sutter as a bidder for the securities in
compliance with Rules 14d-3(a)(2)(ii) and 14d-9(a)(2)(i), respectively. Sutter
has not received timely delivery of any such filings, and the partnership and
its affiliates have therefore violated federal securities law on three separate
occasions. For example, the Schedule 14D-1 filed January 3, 2000, was not
delivered to Sutter until January 7. On behalf of Sutter, we hereby demand that
the partnership and its affiliates comply with the federal securities laws in
connection with all future filings.

                                                     Very truly yours,

                                                     Paul J. Derenthal

cc:      Mr. Robert Dixon