AGREEMENT AMONG BIDDERS


     Everest   Properties  II,  LLC,  a  California  limited  liability  company
("Everest"),  Dixon Mill Investor,  LLC, a New Jersey limited  liability company
("Dixon"),  and MPF Pacific Gateway, LLC, a California limited liability company
("MPF") (Everest, Dixon and MPF are referred to herein as the "Purchasers"), are
entering into this  Agreement as of November 14, 2005 in order to establish each
party's  rights and  obligations  regarding  the offer to be made jointly by the
Purchasers  on or about the date  hereof  (the  "Offer") to buy units of limited
partnership  interest  ("Units") in Wilder Richman Historic  Properties II, L.P.
(the "Partnership").

The Purchasers hereby agree as follows:

     1. Each Purchaser consents to being named as a party to the Offer.

     2. Everest  Properties II, LLC shall manage all matters regarding the Offer
and  shall  be  responsible  for  pursuing  the  Offer  to its  conclusion.  The
Purchasers shall share the related  expenses of pursuing the Offer,  including a
reasonable  charge for Everest's  employees' time in preparing and executing the
Offer, pro rata in accordance with the portion of Units that they purchase.

     3. Each  Purchaser  authorizes  Everest  Properties II, LLC and any officer
thereof  to take any and all  actions  on its behalf and in its name in order to
proceed  with the Offer,  respond to comments  of the  Securities  and  Exchange
Commission, make determinations regarding the requirements and conditions in the
Offer, terminate the Offer, accept or reject Units for payment, submit transfers
of Units to the  Partnership,  or any other action  necessary in the  reasonable
judgment of Everest to consummate the Offer.

     4. The Purchasers  agree that Units tendered and purchased  pursuant to the
Offer  shall  be  divided  among  the   Purchasers,   subject  to  rounding  for
convenience, as follows: Everest shall acquire 46%, Dixon shall acquire 46%, and
MPF shall acquire 8%.  Notwithstanding the foregoing,  the Purchasers agree that
they shall be jointly and severally  liable to perform all the  agreements  made
with tendering Unit holders upon acceptance for payment of their tendered Units.

     5. Each Purchaser  represents and warrants to each other Purchaser that the
statements made in the Offer documents concerning such Purchaser are true and do
not contain any material  misstatements or omissions.  Each Purchaser represents
and  warrants  to each  other  Purchaser  that it is not  aware of any  material
misstatement or omission in any of the statements  made in the Offer  documents,
regardless  of  the  subject  matter.  Each  Purchaser  indemnifies  each  other
Purchaser  and shall hold them  harmless from any and all liability and expense,
to the  maximum  extent  permitted  by law,  resulting  from any  breach  of the
representations and warranties made in this paragraph.

     6. The  Purchasers  shall all cooperate and provide such  documents or take
such actions as may be reasonably necessary to consummate the Offer.





     IN  WITNESS  WHEREOF,  each  Purchaser  has  executed  and  delivered  this
Agreement as of the date indicated above.

EVEREST PROPERTIES, LLC                          DIXON MILL INVESTOR, LLC

By:   /S/ W. ROBERT KOHORST                      By:  /S/ MARK M. BAVA
      ----------------------                          ----------------------
      Name:    W. Robert Kohorst                      Name:     Mark M. Bava
      Title:   President                              Title:   Authorized Agent

MPF PACIFIC GATEWAY, LLC
By: MacKenzie Patterson Fuller, Inc., Manager

By:   /S/ GLEN W. FULLER
      ----------------------
      Name:     Glen W. Fuller
      Title:   Senior Vice President