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