Everest Properties
155 N. Lake Ave., #1000
Pasadena, CA 91101
Tel: (626) 585-5920
Fax: (626) 585-5929



January 6, 2004


TO HOLDERS OF UNITS OF
URBAN IMPROVEMENT FUND LIMITED - 1974

         Re:      Offer to Purchase Units for $500 Per Unit

Dear Unit Holder:

     Enclosed is an OFFER TO  PURCHASE up to 1,140 Units of limited  partnership
interests in Urban Improvement Fund Limited - 1974 (the "Partnership") at a cash
purchase  price  of  $500  per  Unit,  without  interest,  less  the  amount  of
distributions  made to you after the date of the Offer. No transfer fees will be
deducted - the Purchaser will pay any such fee.

     Please consider the following points, which are discussed in greater detail
in the accompanying Offer to Purchase:

     o    The Offer price is $150 per Unit higher than  highest  prior offer for
          Units of which Purchaser is aware,  made March 10, 2003,  based on the
          offers that Purchaser has received as an existing  limited  partner in
          the Partnership and a review of public SEC filings.


     o    No trades of Partnership interests have been reported over the last 12
          months,  according to Partnership  Spectrum,  an independent  industry
          publication.

     o    The Partnership  will not be required to terminate before December 31,
          2015,  and could be  extended  into  2021,  unless a  majority  of the
          limited  partners  approve an earlier  dissolution  or an event occurs
          that  would  require a  dissolution  under the  Partnership's  limited
          partnership agreement, according to the Partnership Agreement.

     We urge you to read the Offer to  Purchase  completely  and to return  your
completed  Agreement of Transfer and Letter of Transmittal  promptly (blue form)
in the envelope provided.

     The Offer is  scheduled  to expire on February 6, 2004.  For answers to any
questions you might have regarding  these  materials or our Offer, or assistance
in the  procedures  for  accepting our Offer and  tendering  your Units,  please
contact us at (800) 611-4613 (toll free).

                                       Very truly yours,

                                       EVEREST PROPERTIES II, LLC