EXTENDED OFFER
                          BY EVEREST PROPERTIES II, LLC
                              TO PURCHASE FOR CASH
                      UP TO 1,140 OF THE OUTSTANDING UNITS
                                       OF
                     URBAN IMPROVEMENT FUND LIMITED - 1974
                                      FOR
                                 $500 PER UNIT


     Everest  Properties II, LLC  ("Everest") is extending its offer to purchase
your limited  partnership  interests  (the  "Units") in Urban  Improvement  Fund
Limited - 1974 (the  "Partnership")  for cash less any distributions made to you
by the  Partnership  after the date of the Offer.  Everest will pay all transfer
fees charged by the Partnership. SELLERS WILL PAY NO SELLING COMMISSIONS.

     Investors should be aware that:

     a)   Our offer price exceeds by $150 per Unit (43%) the highest prior offer
          to purchase your Units of which we are aware.


     b)   The Partnership is not required to terminate until 2015 and can extend
          its term until 2021. After 30 years you may prefer to receive cash now
          and eliminate the uncertainty associated with continued ownership.

     c)   According  to the General  Partner's  letter  dated  January 14, 2004,
          Everest's  offer  exceeds by $25 (5.3%) the highest  sales  prices for
          units over the last 12 months.

     d)   Our offer allows Unit holders to sell their Units  without  paying the
          Partnership's $150 transfer fee or incurring commission fees typically
          associated with secondary market sales.

     We are  willing to wait  until the  Partnership's  remaining  assets can be
liquidated.  After 30 years you may  prefer to  receive  cash now,  rather  than
waiting indefinitely for final liquidation.

     An Agreement of Transfer is enclosed which you can use to accept our offer.
Please  execute this  document and return it in the enclosed  envelope.  Limited
partners are urged to read our Offer dated January 6, 2004 in its entirety.

                Our extended offer will expire February 13, 2004


                              For More Information
                        Please Call or Send Originals to:
                           everest Properties II, llc
                           155 N. Lake Ave. Suite 1000
                               Pasadena, CA 91101
                     (800) 611-4613 Facsimile (626) 585-5929
                              www.everestworld.com

                                                                          2/6/04