SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
                                (Amendment No. )

Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Materials Under Rule 14a-12

          Prometheus Income Partners, a California limited partnership

                (Name of Registrant as Specified in Its Charter)

                            Everest Investors 12, LLC
                           Everest Properties II, LLC
                   (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box)
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1) Title of each class of securities to which transactions 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.
    ...........................................................................
    (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:




Everest
199 S. Los Robles Ave., Suite 440
Pasadena, CA  91101
Tel: (626) 585-5920
Fax: (626) 585-5929

                                                                    July 2, 2002



TO THE LIMITED PARTNERS OF
PROMETHEUS INCOME PARTNERS

         RE:   Solicitation Statement


Dear Fellow Limited Partner:

     Everest  Investors  12,  LLC,  and  Everest  Properties  II,  LLC,  each  a
California  limited  liability  company  (collectively,  "Everest"),  are each a
limited partner of Prometheus Income Partners,  a California limited partnership
(the  "Partnership").  Everest will soon be sending you a proxy statement asking
you to give  Everest your proxy to vote your  limited  partnership  units at the
meeting of the limited partners of the Partnership at 10:00 a.m., local time, on
July 24, 2002, at Villa Hotel, 4000 South El Camino Real, San Mateo,  California
94403.

     EVEREST  STRONGLY  RECOMMENDS  THAT YOU VOTE  AGAINST THE  PROPOSALS BY THE
GENERAL  PARTNER,  and will seek  your  proxy to do so on your  behalf,  for the
following reasons:

     -On June 24,  2002,  the  Partnership  received  a  superior  offer for the
     Partnership's  assets, from a well-qualified and credible purchaser.  Aspen
     Square  Management,   Inc.  ("Aspen")  has  offered   $54,500,000  for  the
     Partnership's  properties (the "Superior Offer"),  $1,300,000 more than the
     deal offered by the general  partner's  affiliate  (the "General  Partner's
     Offer").  Also,  the Superior  Offer  includes no brokerage  commission  or
     disposition fee for the Partnership, which eliminates $1,600,000 of selling
     expenses.  The Superior  Offer is  effectively  $2,900,000  higher than the
     General Partner's Offer. Please see the enclosed copy of Aspen's offer.

     -Limited partners should receive about $152 per Unit more from the Superior
     Offer than they would  receive from the General  Partner's  Offer.  Everest
     estimates that, if the properties were sold pursuant to the Superior Offer,
     limited  partners  would receive  approximately  $1,888 per unit of limited
     partnership  interest  ("Unit"),  which  is $152  per  unit  more  than the
     expected proceeds of the General Partner's Offer.

     -The  Superior  Offer was made by a party that is not  affiliated  with the
     Partnership,  its general partner, or Everest. Limited partners can be more
     confident that the Partnership is receiving the full, fair market value for
     the  Partnership's  properties.  The  general  partner  would  be  free  to
     negotiate  and close a sale  pursuant  to the  Superior  Offer  without the
     conflicts  of  interest  it has  with  the  General  Partner's  Offer,  and
     therefore should better represent the interests of the Partnership and your
     interests as a limited  partner.  The  conditions of the Superior Offer are
     minimal  and the  time-frame  for  completion  of the sale  pursuant to the
     Superior Offer is comparable to the General Partner's Offer.



     -The General  Partner's  Offer would divert to the general  partner  equity
     that belongs to the limited  partners.  The General Partner's Offer assumes
     that the Partnership's  debt does not change after March 31, 2002, while in
     reality the  Partnership  continues to make  mortgage  payments,  including
     payments  of  principal  that  increase  the  Partnership's  equity  in its
     properties,  and  generate  cash flow.  Pursuant to the  General  Partner's
     Offer, the benefit of such principal payments and net cash flow goes to the
     general partner's affiliated purchaser; while under the Superior Offer, the
     benefit  of such  increased  equity  and net cash flow goes to the  limited
     partners.

     There  are  other  investment   considerations   which  should  be  weighed
carefully.  You  will  receive  from  Everest  a  Proxy  Solicitation  Statement
containing more information concerning Everest's  solicitation,  the reasons for
Everest's recommendations, and other considerations. Please see the Appendix for
more information about the parties making this solicitation.

     LIMITED PARTNERS ARE ADVISED TO READ EVEREST'S PROXY SOLICITATION STATEMENT
AND THE GENERAL  PARTNER'S  PROXY  STATEMENT  CAREFULLY.  The Proxy Statement of
Prometheus  Development  Co., Inc., the general partner of the  Partnership,  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 "Prometheus  Income  Partners").  This  solicitation,
and, when filed, Everest's Proxy Solicitation Statement and any other additional
soliciting materials will also be available for free at the same website.

     There is no benefit to voting early,  so if you have not yet voted,  please
wait to make your decision until you receive our proxy  solicitation  statement.
IF YOU HAVE ALREADY VOTED,  YOU CAN CHANGE YOUR VOTE AS SPECIFIED IN THE GENERAL
PARTNER'S PROXY STATEMENT.  In addition, you will be able to change your vote by
giving your proxy to Everest  when you receive our complete  Proxy  Solicitation
Statement with a proxy form.

                                   Sincerely,

                                   EVEREST PROPERTIES II, LLC



                                    APPENDIX

                         INFORMATION CONCERNING EVEREST

     This  Solicitation  is being made by Everest  Investors  12, LLC  ("Everest
Investors 12"), and Everest  Properties II, LLC ("Everest  Properties"),  each a
California  limited liability  company.  Everest Investors 12 owns 645 Units and
Everest  Properties owns 304 Units of the Partnership  (collectively,  5% of the
outstanding  Units).  They  intend  to vote  their  Units  against  the  general
partner's proposals.

     Everest  Investors  12 was formed in 1999 for the purpose of  investing  in
limited  partnerships  similar  to the  Partnership,  and is  managed by Everest
Properties,  which manages all of the business affairs of Everest  Investors 12.
Everest  Properties  was formed in 1996 and manages  investments in real estate,
cable and equipment leasing limited partnerships,  and conducts other investment
banking  activities  regarding  real  estate.  The  principal  office of Everest
Properties  is 199 South Los  Robles  Avenue,  Suite  440,  Pasadena,  CA 91101;
telephone (626) 585-5920.

     The management of Everest Properties has significant experience in the real
estate industry and with limited  partnerships  like the Partnership.  Below are
resumes for the members of the executive management of Everest Properties.

     W. Robert Kohorst.  Mr. Kohorst is the President of Everest  Properties and
its  affiliates.  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 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 is the  Executive  Vice  President of Everest
Properties.  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  Properties.  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
legal  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 Properties. 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.

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.







                           EVEREST PROPERTIES II, LLC
                     199 South Los Robles Avenue, Suite 440
                           Pasadena, California 91101

                                 (626) 585-5920




Aspen Square Management, Inc.
380 Union Street, Suite 300
West Springfield, Massachusetts, 01089
Phone: 413-781-0712
Fax: 413-789-9207




June 24, 2002


Sanford Diller
Prometheus Income Partners
350 Bridge Parkway
Redwood City, CA 94065

Dear Sanford:

Our company, Aspen Square Management, owns and operates over 20,000 rental units
nationwide,  including  3,500  apartments in  California.  We are  interested in
acquiring your Timberleaf and Alderwood apartment  properties in Santa Clara. We
are aware that you have submitted a preliminary proxy bid, whereby you intend to
merge the  Prometheus  Income  Partners  Partnership  into another  entity.  Our
enclosed  offer,  which is a  principal-to-principal  offer,  allows the limited
partners of the  partnership to realize higher net sale proceeds than they would
under your proposed merger.

Our enclosed offer, for $54,500,000,  is $1,300,000  higher than the gross price
provided  under the  proposed  merger.  Additionally,  our  enclosed  offer is a
brokerage  commission free,  principal-to-principal  offer, and does not include
any GP disposition fees. These  adjustments  provide for a 1.6 million reduction
in the expenses  associated  with the sale of the  properties,  compared to your
proposal.   This  savings  flows   directly  to  the  partners  of  the  limited
partnership.  The combined effect of our higher gross, lower sales expense offer
results in net proceeds to the selling  partners that are close to three million
dollars  higher  than that  which  would be netted  under your  existing  merger
proposal.

This offer is structured as an all cash transaction, where we will take a credit
for any mortgage  prepayment/payoff  costs.  We anticipate  these costs to be in
line with the 3.3 million  dollar  figure used in your merger  calculations.  We
reserve the right,  however, to assume the existing  financing.  Either way, our
firm maintains the liquid funds to purchase these  properties  with no financing
contingencies  other than the possible  loan  assumption.  Earlier this year, we
acquired  the  California  and  Arizona  multi-family  assets  of a REIT for 107
million  dollars.  This  transaction  required over $35 million of our own cash,
along with the  assumption of over 70 million  dollars of existing  debt. In the
past 18 months, we have expended over $250 million for apartment acquisitions.

We are familiar with the operating history of Timberleaf and Alderwood,  and our
enclosed offer recognizes the recently reduced rents and net operating income at
the properties.  We have  personally  visited the properties in 2002, and we are
extremely familiar with the Santa Clara apartment market.

We ask only for a reasonable due diligence  period to perform a final inspection
of the properties  and review your latest  operating  statements.  As a private,
vertically  integrated  company,  we anticipate  that we could  complete our due
diligence  review within fifteen  business  days. Our offer  recognizes the fact
that the properties have serious  exterior siding issues,  and we are content to
accept the money  escrowed  for repair of the siding and  perform or oversee any
necessary repairs  ourselves.  With respect to the siding issues, we are willing
to match the terms of your proposed merger.



Our firm  has a  fifty-year  history  as  apartment  owners,  and we have  never
defaulted on a loan nor even missed a single mortgage  payment during this time.
This outstanding  credit history  contributed to a swift and  satisfactory  loan
assumption on our recent $107 million REIT asset acquisition.  We are willing to
provide references to this recent  transaction,  as well as a more comprehensive
list of references of companies with whom we have  transacted  business over the
years.

Also enclosed please find a summary  financial  statement for Harold  Grinspoon,
founder and owner of Aspen  Square  Management  As you will see,  Harold has not
only an extensive net worth of several  hundred million  dollars,  but maintains
substantial  cash  reserves  from  which we can  immediately  draw and  purchase
Timberleaf and Alderwood.  We have also enclosed a list of financial  references
that we urge you to contact to confirm our financial  credibility,  history, and
ability to perform on this transaction.

In summary, our offer represents a bona-fide offer from a well-capitalized  firm
with a tremendous  track record of similar  apartment  acquisitions  nationwide,
including recent acquisitions in California. This offer essentially mirrors most
of the terms of your proposal.  However,  by increasing the gross purchase price
and reducing certain costs  associated with your merger  proposal,  our enclosed
offer yields a significantly  higher net return to the limited partners whom you
represent.

We will  contact your office by telephone to confirm your receipt of this offer,
and  to  clarify  any  aspects  of  this  offer  that  you  feel  need   further
illumination.

Yours truly,


/s/ John R. Mnich
John R. Mnich
Director of Acquisitions
Aspen Square Management

Cc:    Dave Johnson
       Bob Kohorst



Aspen Square Management, Inc.
380 Union Street, Suite 300
West Springfield, Massachusetts, 01089
Phone: 413-781-0712
Fax: 413-789-9207




June 24, 2002


Sanford Diller
Prometheus Income Partners
3500 Bridge Parkway
Redwood City, CA 94065


Dear Sanford:

Reference  is made to the real  estate  located at 2147  Newhall  Street,  Santa
Clara,  California,  and the real estate located at 900 Pepper Tree Lane,  Santa
Clara,  California,  which  respectively  consist of 124 units commonly known as
Timberleaf Apartments, and 234 units commonly known as Alderwood Apartments. For
all  parcels  of real  estate,  358  apartments,  personal  property  and  other
improvements  we are willing to pay  Fifty-Four  Million Five  Hundred  Thousand
Dollars ($54,500,000). We are willing to structure this transaction as either an
all-cash transaction,  which we would pay from our existing cash reserves, or as
a cash to the mortgage transaction, whereby we would assume the existing loan of
approximately   $25,500,000   and  contribute  the  required  equity  amount  of
$29,000,000  from our existing  cash  reserves.  Buyer shall be credited  $3.389
million dollars for any potential  mortgage  prepayment/payoff  costs associated
with this transaction.

This offer is made on a  principal-to-principal  basis, there are no real estate
brokers who have acted as a procuring cause of this sale on our behalf, and thus
this offer would be net of any real estate brokerage commissions.

Our offer is subject to the  negotiation  of a mutually  agreeable  Purchase and
Sale Agreement.  Buyer shall have fifteen (15) business days to complete its due
diligence,  and closing will occur  within  thirty (30) days from the end of the
due  diligence  period,  or within  fifteen  (15) days from final notice of loan
assumption approval from the lender,  whichever is later. Upon expiration of the
due diligence period, we are willing to submit an earnest money deposit of three
million dollars. This deposit shall be non-refundable,  except that in the event
we  attempt  to  assume  the loan and are  denied,  we will  have the  option of
proceeding  immediately  with the  purchase on an all-cash  basis or receiving a
refund of our deposit.



Until such time as said agreement has been executed, this letter shall create no
legal  liabilities  for either  party.  This offer will become null and void and
expire on Monday, July 1,2002.

Please sign the enclosed copy of this letter  indicating  your  agreement to the
provisions  contained herein and return the signed copy to the attention of Fred
Anthony or myself, John Mnich, here at Aspen Square Management.  We look forward
to working with you to complete this transaction.



Sincerely,


/s/ John Mnich
- -------------------------------              -----------------------------------
Buyer: Aspen Square Management, Inc.         Seller: Prometheus Income Partners
By: John Mnich                               By: Sanford Diller
Its: Vice President                          Its: General Partner
     & Acquisitions Director