SCHEDULE 14A

                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
              Proxy Statement Pursuant to Section 14(a) Securities
                              Exchange Act of 1934

Filed by the Registrant                              [ ]

Filed by a party other than the Registrant           [X]

         Check the appropriate box:

[X]      Preliminary Proxy Statement

[  ]     Confidential, for Use of the Commission Only
         (as permitted by Rule 14a-6(e)(2))

[  ]     Definitive Proxy Statement

[  ]     Definitive Additional Materials

[  ]     Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

                           DSI Realty Income Fund VII

                (Name of Registrant as Specified in Its Charter)

                           Millenium Investors 2, LLC

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

         (1)  Title of each class of securities to which transaction applies:

         (2)  Aggregate number of securities to which transactions applies:


         (3)  Per unit price or other underlying value of transaction computed
              pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
              the filing fee is calculated and state how it was determined.)

         (4) Proposed maximum aggregate value of transaction:

         (5) Total Fee paid:

[ ]      Fee paid previously with preliminary materials

[ ]      Check box if any part of the fee is offset as provided by Exchange
         Act Rule 0-11(a)(2) and identify the filing for which the offsetting
         fee was paid previously. Identify the previous filing by registration
         statement number, or the Form or Schedule and the date of its filing.

         (1) Amount previously paid:

         (2) Form, Schedule or Registration Statement No.:

         (3) Filing party:

         (4) Date filed:




                           Millenium Investors 2, LLC
                         155 N. Lake Avenue, Suite 1000
                               Pasadena, CA 91101


                                   May 2, 2003

TO THE LIMITED PARTNERS OF
DSI REALTY INCOME FUND VII

         Re:     PROTECT YOUR INVESTMENT AND
                 VOTE AGAINST THE GENERAL PARTNER'S PROPOSALS

Dear Limited Partner:

     You  should  have  already  received  our  letter  dated May 1, 2003  which
described why you should vote AGAINST the proposals  (the  "Proposals")  made by
the general  partner (the "general  partner") of DSI Realty Income Fund VII (the
"Partnership").  We have decided to file our own consent solicitation  statement
to ask you to vote AGAINST the  Proposals  or if you have already  voted for the
Proposals, to revoke your vote by completing, signing and returning the enclosed
consent form to us. To start, we would like to reiterate some of the points made
in our letter as to why you should vote against the Proposals:

     o    The general partner's consent solicitation  statement fails to explain
          the  significance  of the  Proposals it is asking you to approve;  and
          fails to  disclose  the  general  partner's  conflicts  of interest in
          making the Proposals.

     o    If  Proposal  No.  1  is  approved,  it  is  highly  likely  that  the
          Partnership  will continue for an  unspecified  and  potentially  long
          number of years,  perhaps beyond most of our lives, and  substantially
          put  off  the  day  our  investment  is  cashed  out by a sale  of the
          Partnership's properties and a distribution of the net proceeds to the
          limited partners.

     o    If Proposal No.1 is approved,  the limited  partners (you and us) will
          lose significant  voting rights and protections  regarding  whether or
          not  the  Partnership  should  be  dissolved  or  continued  upon  the
          occurrence of certain dissolution events.

     o    If Proposal No. 2 is approved, the value of our Partnership units will
          decrease  because they will become harder,  or impossible,  to sell to
          anyone but the general partner.

     o    If Proposal No. 2 is  approved,  we believe you will no longer be able
          to sell your  Partnership  units on secondary market services like the
          American  Partnership  Board.  One such service has advised us it will
          cease to effect transfers if Proposal No. 2 passes.





     o    If Proposal No. 2 is approved,  you will be giving the general partner
          an effective monopoly on buying your units if you try to sell them. No
          one is likely to bother  making an offer to purchase your units if the
          general partner has a right of first refusal.

     o    The  combined  effect of the  Proposals  is to leave you stuck in this
          Partnership for a much longer time, while at the same time effectively
          removing  all ways for you to get out of this  investment  other  than
          selling out to the general partner, probably at low prices.

You may have the following questions:

Q:       What is Millenium Asking Me to Vote Upon?

A: Millenium is asking you to vote AGAINST  Proposals NO. 1 and 2 in the consent
solicitation  statement sent to you by the general partner. By voting AGAINST to
these  Proposals,  you retain your right to vote to dissolve the Partnership and
liquidate  the assets of the  Partnership  when the open market will provide the
best  opportunity to sell these assets.  You also retain your right to sell your
Partnership  units to whomever you like instead of being limited to selling them
only to the general partner.

Q:       Who is Millenium?

A:  Millenium  and its  affiliates  are  limited  partners  in the  Partnership.
Everest's  management  has  substantial  experience in investing in and managing
limited partnerships.

Q:       Why Should I Vote Against the Proposals?

A: The current  general  partner is not marketing the assets of the  Partnership
for sale.  Meanwhile,  they are collecting  management fees which we believe are
above what they should collect.  Therefore,  in our opinion, the current general
partner is not selling the assets of the  partnership so that it can continue to
collect high management fees at your expense. Now, they are asking you to secure
their  management fees for the what could  potentially be a very long time while
prohibiting  you from  voting  to sell  Partnership's  assets at a time when the
limited  partners decide such a sale would result in the highest price for these
assets.  They are also asking you to  essentially  eliminate the market for your
partnership units by giving them a first right of refusal to buy these units. No
one is going to make  even an offer to buy our  units if they  know  that  their
offer will likely be used by the  general  partner to buy the units  first.  Not
only these Proposals are self-serving and are not in your best interest,  in our
opinion, they are in violation of the general partner's fiduciary duty to all of
us as limited partners.

Q:       What Do I Need to Do Now?

A: After  carefully  reading  and  considering  the  general  partner's  consent
solicitation statement and this Consent Statement, we are asking that you please
complete,  sign and date the enclosed  GREEN consent form by voting  AGAINST for
each  Proposal  herein  and  mailing  it to us in  the  self-addressed  envelope
provided.  Hopefully  by your vote you can send a clear  message to the  general
partners that it can not place its financial  interest before its fiduciary duty
to you.

     We urge you to carefully read the enclosed Consent  Solicitation  Statement
in order to vote  your  interests.  YOUR  VOTE IS  IMPORTANT.  FAILURE  TO VOTE,
ABSTENTIONS AND BROKER NON-VOTES WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE
PROPOSALS.  Again,  to be sure your vote is  represented,  please sign, date and
return the  enclosed  GREEN  Consent  of Limited  Partner  form as  promptly  as
possible in the enclosed, prepaid envelope. If you have any questions, please do
not hesitate to contact Mr. Vahan Saroians at 626-585-5920.

     We  recommend  strongly  that you VOTE  AGAINST THE  PROPOSALS  made by the
general partner.  We would be pleased to answer any questions you may have about
our  recommendation;  please call and ask for Stacey McClain or David Lesser, at
(626) 585-5920.

                                            Very truly yours,
                                            MILLENIUM INVESTORS 2, LLC


P.S. Vote  against  both of theses  unfair  Proposals.  You can change your vote
     until May 15,  2003.  Do not be tricked by the general  partner into voting
     against your own interests!



                            SOLICITATION OF CONSENTS
                                       of
                                LIMITED PARTNERS
                                       of
                           DSI Realty Income Fund VII
                                       by
                           Millenium Investors 2, LLC

                                   May 2, 2003

                         CONSENT SOLICITATION STATEMENT

     Millenium   Investors  2,  LLC,  a  California  limited  liability  company
("Millenium")  is seeking the written  consent (the  "Consents")  of the limited
partners  (the  "Limited  Partners") of DSI Realty Income Fund VII, a California
limited  partnership  (the  "Partnership"),  to vote against the proposals  (the
"Proposals") made by the Partnership's  general partner (the "general  partner")
to amend the  dissolution  provisions  of the  Partnership  and give the general
partner the first right of refusal to purchase your Partnership units ("Units").

     This Consent  Solicitation  Statement  (the  "Consent  Statement")  and the
accompanying  GREEN  Consent of Limited  Partners form are first being mailed to
Limited Partners on or about May 2, 2003. Limited Partners who are record owners
of Limited Partnership  Interests as of March 31, 2003 (the "Record Date") shall
be sent this Consent Statement.

In reviewing this Consent Statement please consider the following:

     Considerations  other than those  identified,  such as  investment  and tax
considerations,  exist which should be weighed in replacing the current  general
partners  with  Millenium.  Limited  Partners  are  advised to read this  entire
Consent  Statement  carefully  and to  consult  with  their  investment  and tax
advisors  before  making a decision  whether or not to consent.  You should also
send the Consent  Solicitation  Statement  previously sent to you by the general
partner of the Partnership, dated April 15, 2003.

     The Consents are solicited  upon the terms and subject to the conditions of
this Consent  Statement,  the general  partners consent  solicitation  statement
mailed to you on April 15, 2003 and the  accompanying  form of  consent.  Record
holders  of a  majority  of the  outstanding  Units is  required  to  approve or
disapprove the Proposals.

     Under the Partnership Agreement and California law, Limited Partners do not
have dissenters' rights of appraisal in connection with these Proposals.

     THIS  SOLICITATION  IS BEING  MADE BY  MILLENIUM  AND NOT ON  BEHALF OF THE
PARTNERSHIP. CONSENTS SHOULD BE DELIVERED TO MILLENIUM.

     THE SECURITIES AND EXCHANGE  COMMISSION HAS NOT PASSED UPON THE ACCURACY OR
ADEQUACY OF THE INFORMATION  CONTAINED IN THIS DOCUMENT.  ANY  REPRESENTATION TO
THE CONTRARY IS UNLAWFUL.

     THIS SOLICITATION OF CONSENTS EXPIRES NO LATER THAN 11:59 P.M. PACIFIC TIME
ON MAY 15, 2003, UNLESS EXTENDED.



                              AVAILABLE INFORMATION

     The  Partnership  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  consent  solicitation  statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports,  consent  solicitation  statements and other information filed with the
Commission  can be  inspected  and  copied at the  public  reference  facilities
maintained by the Commission at Room 1024, 450 Fifth Street,  N.W.,  Washington,
D.C. 20549, and at the Commission's  Regional Offices,  233 Broadway,  New York,
New York 10279 and 175 W. Jackson Boulevard, Suite 900, Chicago, Illinois 60604.
In addition,  the  Commission  maintains a site on the World Wide Web portion of
the Internet that contains reports,  proxy and information  statements and other
information  regarding registrants that file electronically with the Commission.
The address of such site is http://www.sec.gov.

                  INFORMATION CONCERNING MILLENIUM AND EVEREST

     Millenium is a California limited liability company that was formed in 1998
for the purpose of investing real estate limited partnerships.  The sole Manager
of Millenium is Everest  Properties II, LLC ("Everest"),  who manages all of the
business  affairs of Millenium.  Everest and Millenium are affiliates of Everest
investors  12, LLC,  Everest  Investors  3, LLC, KM  Investments,  LLC,  limited
partners in the Partnership (collectively "Everest Entities").  Everest Entities
own approximately 3.2% limited  partnership  interests in the Partners.  Everest
Entities  have  substantial  experience  in investing  in and  managing  limited
partnerships.

     Everest is a California  limited  liability company that was formed in 1996
as a  diversified  real  estate-oriented  investment  firm that  specializes  in
investing  in  and  managing  limited  partnerships.  The  principal  office  of
Millenium  and Everest is 155 N. Lake Avenue,  Suite 1000,  Pasadena,  CA 91101;
telephone (626) 585-5920.

     The following are the resumes of Everest officers.  The business address of
each of the officers is 155 N. Lake Avenue, Suite 1000, Pasadena, CA 91101.

     W. Robert  Kohorst.  Mr.  Kohorst has been the President of Everest and its
predecessor  since 1995. He is a lawyer by  profession.  From 1984 through 1990,
Mr. Kohorst was the President of the Private Placement Group for Public Storage,
Inc., a national U.S. real estate  syndicator.  Mr.  Kohorst's  responsibilities
included all structuring,  marketing,  investor services and accounting services
for private placement syndications for Public Storage, Inc., and its affiliates.
Upon leaving Public  Storage,  Inc. in 1990, Mr. Kohorst was the Chief Executive
Officer  and  principal  of two  businesses,  Tiger  Shark  Golf,  Inc.,  a golf
equipment manufacturer,  and Masquerade  International,  Inc., a manufacturer of
costumes.  In 1991 Mr.  Kohorst  co-founded KH Financial,  Inc.,  which has been
engaged in the acquisition of general partner  interests,  real estate companies
and related  assets.  Mr.  Kohorst has been the President of KH Financial,  Inc.
from its  inception to the present.  Mr.  Kohorst  holds a Juris Doctor from the
University of Michigan and a Bachelor of Science  degree in accounting  from the
University of Dayton.



     David I.  Lesser.  Mr.  Lesser has been the  Executive  Vice  President  of
Everest and its predecessor since 1995. He is a lawyer by profession.  From 1979
through 1986, Mr. Lesser  practiced  corporate and real estate law with Kadison,
Pfaelzer,  Woodard, Quinn & Rossi and Johnsen,  Manfredi & Thorpe, two prominent
Los Angeles law firms.  From 1986 through  1995,  Mr. Lesser was a principal and
member of Feder,  Goodman & Schwartz and its predecessor  firm,  co-managing the
firm's corporate and real estate practice. Between 1990 and 1992, Mr. Lesser was
counsel to Howard,  Rice,  Nemerovski,  Robertson,  Canady & Falk. Mr. Lesser is
also a Vice President of KH Financial, Inc. Mr. Lesser holds a Juris Doctor from
Columbia  University  and a  Bachelor  of Arts  degree  from the  University  of
Rochester.

     Christopher K. Davis. Mr. Davis is a Vice President and the General Counsel
of Everest, which he joined in 1998. He is a lawyer by profession.  From 1991 to
1995, he practiced  securities and corporate law with Gibson, Dunn & Crutcher, a
prominent  national law firm  headquartered  in Los  Angeles.  From 1995 through
1997, he served as Senior Staff Counsel and then Director of Corporate  Legal of
Pinkerton's,  Inc., a worldwide provider of security,  investigation and related
services.  At Pinkerton,  Mr. Davis was  responsible for directing the corporate
section of the legal department. Mr. Davis holds a Juris Doctor from Harvard Law
School and a Bachelor  of Science  degree in  Business  Administration  from the
University of California, Berkeley.

     Peter  J.  Wilkinson.  Mr.  Wilkinson  is a Vice  President  and the  Chief
Financial  Officer of Everest,  which he joined in 1996.  He is an accountant by
profession. From 1981 through 1987, he worked for Deloitte Haskins and Sells and
Coopers  and  Lybrand  in London and Sydney in their  audit  divisions,  gaining
significant experience in a variety of industry segments.  From 1987 to 1990, he
was the company  secretary  and  controller of Gresham  Partners,  an Australian
investment bank where, in addition to being  responsible for all financial,  tax
and  administrative  matters,  he was involved with analyzing  leveraged buyout,
property finance and business acquisitions.  Mr. Wilkinson joined BankAmerica in
the United States and from 1991 to 1996 held a number of positions,  culminating
in being the Division  Finance  Officer for the Corporate Trust and Mortgage and
Asset Backed divisions. In this capacity, he was responsible for presentation of
all financial  information and financial due diligence during their divestiture.
Mr. Wilkinson holds a Bachelor of Science degree from Nottingham  University and
is an English chartered accountant.

              INFORMATION CONCERNING THE PROPOSALS AND PARTNERSHIP

     Information  concerning the Partnership and the General Partner's Proposals
is available in the general partner's consent solicitation statement,  which you
should have  received  and which is  available  for free from the website of the
Securities  and  Exchange  Commission:  www.sec.gov  (select  "Filings and Forms
(EDGAR)"  from the home page and follow  instructions  to search for "DSI Realty
Income  Fund  VII").  Everest's  Proxy  Solicitation  Statement  and  any  other
additional soliciting materials are also available for free at the same website.
VOTING PROCEDURE FOR LIMITED PARTNER



Distribution and Expiration Date of Solicitation

     This Consent Solicitation Statement and the related Consent are first being
mailed to Limited  Partners on or about May 2, 2003.  Limited  Partners  who are
record owners of Limited Partnership Interests as of the Record Date may execute
and deliver a Consent. A beneficial owner of Limited  Partnership  Interests who
is not the record owner of such Limited  Partnership  Interests must arrange for
the record owner of such Limited Partnership Interests to execute and deliver to
Millenium a Consent form that reflects the vote of the beneficial owner.

     This solicitation of Consents will expire at 11:59 p.m. Pacific Time on the
earlier to occur of the following  dates (the  "Expiration  Date"):  (i) May 15,
2003  or  such  later  date  to  which   Millenium   determines  to  extend  the
solicitation,  and (ii) the date the Required  Consents are received.  Millenium
reserves  the right to extend this  solicitation  of Consents for such period or
periods as it may determine in its sole discretion from time to time;  provided,
however  that it will not  extend  this  solicitation  past the  expiration,  as
extended,  of the general partner's  consent  solicitation  statement.  Any such
extension  will be  followed as promptly  as  practicable  by notice  thereof by
written  notice to the Limited  Partners,  as well as filing  with the SEC.  All
Consents  delivered to Millenium will be sent to the Partnership and will remain
effective until the Expiration  Date,  including  during any extension  thereof,
unless validly  revoked and not rescinded by a later dated consent  delivered to
Millenium prior to the Expiration Date. No Consent will be considered  effective
longer than  eleven  months from the date it is given.  Millenium  reserves  the
right for any reason to terminate the solicitation of Consents at any time prior
to the  Expiration  Date by filing an  amendment  to this  Consent  Solicitation
Statement with the SEC.

Voting Procedures and Required Consents

     The  consent  form  included  with this  Consent  Statement  can be used by
Limited Partners to cast their votes. For each Proposal, Limited Partners should
mark a box adjacent to the Proposal  indicating  that the Limited  Partner votes
"For" or "Against" the Proposal,  or wishes to "Abstain."  All Consents that are
properly completed,  signed and delivered to Millenium,  and not validly revoked
prior to the  Expiration  Date,  will be given  effect  in  accordance  with the
specifications  thereof.  If none of the boxes on the Consent is marked, but the
Consent  is  otherwise  properly  completed  and  signed,  the  Limited  Partner
delivering such Consent will be deemed to have voted "For" the Proposals.

     Each Proposal  requires the consent of the record  holders of a majority of
the  Limited  Partnership  Interests  of the  Limited  Partners  (the  "Required
Consents").  Accordingly, adoption of each Proposal requires the receipt without
revocation  of the  Required  Consents  indicating  a vote  "For" the  Proposal.
Millenium is seeking the  disapproval of each of the  Proposals.  No Proposal is
conditioned  on the  approval  of  another  Proposal.  The  failure of a Limited
Partner to deliver a Consent or a vote to "Abstain" will have the same effect as
if such Limited Partner had voted "Against" the Proposals.  Limited  Partnership
Interests not voted on Consents returned by brokers, banks or nominees will have
the same effect as Limited Partnership Interests voted against the Proposals.



Completion Instructions

     Limited Partners are requested to complete, sign and date the GREEN Consent
of Limited  Partner form included with this Consent  Solicitation  Statement and
mail, fax, hand deliver,  send by overnight  courier the original signed Consent
to Millenium  Investors 2, LLC, 155 N. Lake  Avenue,  Suite 1000,  Pasadena,  CA
91101, Fax No.: 626-585-5929.

     Consents  should be sent or delivered to Millenium at the address set forth
on the back cover of this  Consent  Solicitation  Statement.  A prepaid,  return
envelope is included for your convenience.

Revocation of Consents

     Consents  may be  revoked at any time prior to the  Expiration  Date,  or a
Limited Partner may change his vote on one or both Proposals, in accordance with
the  following  procedures.  For a revocation or change of vote to be effective,
Millenium  must  receive  prior  to the  Expiration  Date a  written  notice  of
revocation or change of vote (which may be in the form of a subsequent, properly
executed  Consent)  at the  address  set forth on the  Consent.  The notice must
specify the name of the record holder of the Limited  Partnership  Interests and
the name of the person having  executed the Consent to be revoked or changed (if
different),  and must be executed in the same manner as the Consent to which the
revocation or change  relates or by a duly  authorized  person that so indicates
and that  submits  with the notice  appropriate  evidence of such  authority  as
determined by Millenium.  A revocation or change of a Consent shall be effective
only as to the Limited  Partnership  Interests listed on such notice and only if
such notice complies with the provisions of this Consent Solicitation Statement

     Millenium  reserves the right to contest the validity of any  revocation or
change of vote and all questions as to validity (including time of receipt) will
be  determined  by  Millenium,  subject  to the  provisions  of the  Partnership
Agreement, as well as state and federal law.

No Dissenters' Rights of Appraisal

     Under the Partnership Agreement and California law, Limited Partners do not
have dissenters' rights of appraisal in connection with these Proposals.

Solicitation of Consents

     Neither the Partnership nor the current general  partners are  participants
in  this   solicitation  of  Consents.   Millenium  and  Everest  are  the  only
participants  in the  solicitation.  Millenium  will initially bear all costs of
this  solicitation  of Consents,  including  fees for  attorneys and the cost of
preparing,  printing and mailing this Consent Solicitation Statement,  which are
currently  estimated  to be  $4,000.  To date,  Everest  has  incurred  fees and
expenses for this  solicitation of approximately  $10,000.  Millenium shall seek
reimbursement  for such costs from the  Partnership  to the extent allowed under
the  Partnership  Agreement and applicable law. In addition to the use of mails,
certain  officers  or regular  employees  of  Millenium  and Everest may solicit
Consents via telephone, for which no additional compensation will be paid.

     Limited  Partners are encouraged to contact Mr. Vahan Saroians of Millenium
at the telephone number set forth on the back cover of this Consent Solicitation
Statement with any questions  regarding this  solicitation  of Consents and with
requests for additional copies of this Consent  Solicitation  Statement and form
of Consent.




                            SOLICITATION OF CONSENTS
                                       of
                                LIMITED PARTNERS
                                       of
                       Real Estate Associates Limited III
                        a California Limited Partnership


     Deliveries of Consents,  properly  completed and duly  executed,  should be
made to Millenium Investors 2, LLC at:

                         155 N. Lake Avenue, Suite 1000
                               Pasadena, CA 91101
                              Fax No.: 626-585-5929

     Questions and requests for  assistance  about  procedures for consenting or
other  matters  relating  to this  solicitation  may be  directed  to Mr.  Vahan
Saroians at the address and telephone number listed below.  Additional copies of
this Consent  Solicitation  Statement  and form of Consent may be obtained  from
Millenium as set forth below.

     No  person  is  authorized  to  give  any   information   or  to  make  any
representation not contained in this Consent  Solicitation  Statement  regarding
the  solicitation  of Consents  made  hereby,  and,  if given or made,  any such
information  or  representation  should  not  be  relied  upon  as  having  been
authorized  by  Millenium  or any other  person.  The  delivery of this  Consent
Solicitation   Statement  shall  not,  under  any   circumstances,   create  any
implication that there has been no change in the information set forth herein or
in the affairs of Millenium or the Partnership since the date hereof.

                           Millenium Investors 2, LLC
                         155 N. Lake Avenue, Suite 1000
                               Pasadena, CA 91101
                                 (626) 585-5920






YOUR CONSENT IS IMPORTANT, SINCE APPROVAL OF THE AMENDMENTS REQUIRES THE WRITTEN
CONSENT OF THE  HOLDERS  OF A  MAJORITY  OF THE  OUTSTANDING  INTERESTS  HELD BY
LIMITED PARTNERS.  ACCORDINGLY,  YOU ARE URGED TO READ AND TO CONSIDER CAREFULLY
THE INFORMATION CONTAINED IN THIS CONSENT STATEMENT.

The date of this Consent Statement is May 2, 2003.

DSI Realty Income Fund VII
A California Limited Partnership
CONSENT

The following  Proposal is made by, and this consent is solicited by, DSI REALTY
INCOME FUND VII, a California  limited  partnership (the  "Partnership") for the
purpose  of  obtaining  the  consent  of limited  partners  of record  holding a
majority of the limited  partnership  interests in the Partnership in accordance
with Section 21 of the Partnership's Limited Partnership Agreement.

The  undersigned,  a limited  partner of the  Partnership,  does  hereby vote or
abstain and grant or withhold consent as follows:

(a) That paragraphs 5 and 17 of the  Partnership's  CERTIFICATE AND AGREEMENT OF
LIMITED PARTNERSHIP (the "Limited  Partnership  Agreement") be amended to permit
the  Limited  Partnership  to  continue  through  the  end  of the  term  of the
Partnership even in the event of a dissolution of one of the General Partners of
the Partnership.

                         FOR [ ] AGAINST [ ] ABSTAIN [ ]

(b) That  paragraph  19(b) of the  Partnership's  CERTIFICATE  AND  AGREEMENT OF
LIMITED PARTNERSHIP (the "Limited Partnership  Agreement") be amended to require
Limited  Partners to offer a right of first  refusal to the General  Partners to
proposed transfers of Limited  Partnership Units,  except for transfers by gift,
inheritance, intrafamily transfers, family dissolutions, transfers to affiliates
and transfers from one individual Retirement Account to another.

                         FOR [ ] AGAINST [ ] ABSTAIN [ ]

Please  sign  exactly as your name  appears  above.  When  signing as  attorney,
executor, administrator, trustee or guardian, please give full title as such. If
a  corporation,  please  sign  in full  corporate  name by  president  or  other
authorized  officer.  If a  partnership,  please  sign  in  partnership  name by
authorized person. If shares are held jointly, each holder should sign.

Signature:

Additional Signature (if any):

Print Name:

Print Additional Name (if any):

Date of Execution: _______________
RIF A/C #:

Number of Units Owned:  When  completed,  please DETACH & RETURN this Consent in
the enclosed envelope to: Millenium  Investors 2, LLC 155 N. Lake Avenue,  Suite
1000, Pasadena, CA 91101