Millenium Management, LLC
199 S. Los Robles Ave., #200
Pasadena, CA 91101
Tel: 626-585-5920
Fax: 626-585-5929


April 20, 2005



TO UNIT HOLDERS OF SECURED INVESTMENT RESOURCES FUND, L.P. II

         Re:      Offer to Purchase Units for $100 Per Unit

Dear Unit Holder:

     Enclosed is an OFFER TO PURCHASE up to 20,000 Units of limited  partnership
interests in Secured  Investment  Resources Fund, L.P. (the  "Partnership") at a
cash  purchase  price of $100 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 is $100 per Unit in cash.  Millenium  calculated  a range of
          $66 to  $163  per  Unit  as the  estimated  liquidation  value  of the
          Partnership,  using the  information  that is currently  available and
          Millenium's assumptions described in the Offer.

     o    The Units are illiquid  -trades of only 267 Units were  reported  over
          the last 12 months,  according to an independent industry publication.
          Such trades  reportedly  occurred at the average  price of $130.86 per
          Unit, before commissions were deducted.

     o    There is no  current  plan to sell  the  Partnership's  properties  or
          liquidate the  Partnership.  It will take Millenium  several months to
          determine the true financial condition of the Partnership, to evaluate
          and understand  the issues  concerning  each property,  to determine a
          plan for managing  each  property and to implement a strategy for each
          property that  Millenium  believes to be in the best  interests of the
          Partnership.

     o    One of the  Partnership's  three  remaining  properties,  the  Sunwood
          Village  Apartments,   is  threatened  with  foreclosure  again.  This
          property  is also the  subject  of  litigation  by a party  seeking to
          acquire the  property  under a contract  that  Millenium  believes was
          terminated or is otherwise unenforceable.

     Millenium is the general  partner of the  Partnership  and  therefore has a
conflict of interest in making this Offer.  Millenium  has taken  control of the
Partnership's  properties  and  accounts,  but has not  yet had  enough  time to
determine the true financial  condition of the  Partnership  and its properties.
The Former General Partners have not obtained  audited  financials for over five
(5) years, therefore the only financial information available is unaudited.

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

     The Offer is  scheduled  to  expire on May 19,  2005.  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,

                                       MILLENIUM MANAGEMENT, LLC