May 25, 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 remains
scheduled for June 7, 2005. However, through our discussions with the lender, we
still  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  $800,000 to $850,000 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.


     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 June 3, 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