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



October 13, 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 11,000 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. 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 current
          estimated  liquidation  value of the  Partnership  of $120  per  Unit,
          considering  the  estimated  property  values and the other assets and
          liabilities  of the  Partnership.  Such estimate is subject to several
          material assumptions, as described in the Offer.

     o    The Units are illiquid  -trades of only 338 Units were  reported  over
          the last 12 months,  according to an independent industry publication.
          Such trades  reportedly  occurred at the average  price of $127.16 per
          Unit, before commissions were deducted.

     o    There is no  current  plan to sell  the  Partnership's  properties  or
          liquidate the Partnership.  Millenium, as general partner, has not yet
          determined a plan for managing each  property held by the  Partnership
          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 still tied up in litigation.  Millenium cannot
          predict  whether or not the  Partnership  will succeed in preventing a
          loss of the property at a price that we believe does not represent its
          full value.

     Millenium is the general  partner of the  Partnership  and  therefore has a
conflict of interest in making this Offer.  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 (blue form)
in the envelope provided.

     The Offer is scheduled  to expire on November 15, 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