EVEREST
199 SOUTH LOS ROBLES AVENUE
SUITE 200
PASADENA, CALIFORNIA  91101
TEL (626) 585-5920
FAX  (626) 585-5929


                                December 16, 2005


To the Holders of Limited Partnership Interests in
Wilder Richman Historic Properties II, L.P.

RE:  SELL NOW FOR THE HIGHEST PRICE OFFERED
     LAST CHANCE TO EXIT THIS  INVESTMENT IN 2005

Dear Investor:

     We are offering to buy your limited partnership  interests (the "Units") in
Wilder Richman Historic  Properties II, L.P. (the "Partnership") for cash in the
amount  of  $20,000  per Unit  (less any cash  distributions  made to you by the
Partnership after November 14, 2005).

     Investors should consider the following:

     a)   Our offer is $6,000 per Unit (43%) more than the  highest  prior offer
          of which we are aware.

     b)   Our offer  exceeds by $9,200 PER UNIT the amount you would  receive if
          the Partnership were able to sell its properties for the highest price
          previously offered.

     c)   Selling  limited  partners can  eliminate tax filings  regarding  this
          investment after filing their 2005 return.

     Even though the Partnership has listed its properties for sale, there is no
guarantee that the  Partnership  will receive an offer in excess of prior offers
or an offer that would  yield more net  proceeds  to limited  partners  than our
offer price. For those  individuals who would like GUARANTEED CASH, this is your
last  opportunity to ensure a final sale and  liquidation of your  investment in
2005.

     An Agreement of Transfer is enclosed which you can use to accept our offer.
Please execute this document and return it in the enclosed envelope.  You should
read the Offer to Purchase completely for important additional information about
the offer.

     Our  extended  offer will  expire at 5:00 pm New York City time on December
29, 2005. To ensure any  agreement or notice you send will be effective,  please
make sure we receive the signed original by this date.

         Please call us at (800) 611-4613 if you have any questions.

                                           Very truly yours,

                                           Everest Properties II, LLC
                                           Dixon Mill Investor, LLC
                                           MPF Pacific Gateway, LLC