May 16, 2005

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

         Re:      Supplemental Information Regarding
                  Offer to Purchase Units for $100 Per Unit

Dear Unit Holder:

     We are writing to provide you with  updated  and  supplemental  information
regarding  our Offer to  Purchase  up to  20,000  Units of  limited  partnership
interests in Secured Investment Resources Fund, L.P. (the "Partnership"),  dated
April 20, 2005.

     Sunwood  Village.  The  foreclosure of the Sunwood  Village  Apartments was
postponed  and is currently  scheduled  for June 7, 2005.  However,  through our
discussions with the lender,  we currently  believe that we will be able to make
an agreement which will prevent any foreclosure based on the past loan defaults.
The  current  proposed   agreement  would  require  the  Partnership  to  borrow
approximately  $1.4 Million  from an  affiliate of Millenium  that is willing to
make such a loan. No assurances can be given regarding such an agreement.  There
have been no further developments in the litigation with Mega Ventures described
in the Offer to Purchase.

     Additional  Property  Data.  Bayberry  Crossing  Shopping  Center  in Lee's
Summit, Missouri, has 56,113 Sq. Ft. As of the date of this letter, the property
had 20 tenants, occupying approximately 85% of the rentable square feet, with an
average rent of $10.22 per Sq. Ft. The  property has no anchor  tenant or single
tenant that  occupies  more than 10% of the rentable  square  feet.  Oak Terrace
Retirement  Apartments in  Springfield,  Illinois,  has 129 units and, as of the
date of this letter, the property was 85.3% occupied. Sunwood Village Apartments
in Las Vegas,  Nevada,  has 252 units and,  as of the date of this  letter,  the
property was 92.5% occupied.


     Please note that the Offer is $100 per Unit in cash.  Also, you may be able
to obtain a tax benefit if you have accumulated  passive losses that you can use
once you have disposed of your investment in the Partnership; you should consult
your tax advisor about this possibility.

     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 now  scheduled to expire on May 26,  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