AGREEMENT OF TRANSFER AND LETTER OF TRANSMITTAL for Units of WILDER RICHMAN HISTORIC PROPERTIES II, L.P. for $13,000 per Unit

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Exhibit 99.(a)(2)

AGREEMENT OF TRANSFER AND LETTER OF TRANSMITTAL

for Units of

XXXXXX XXXXXXX HISTORIC PROPERTIES II, L.P.

for $13,000 per Unit

Subject to and effective upon acceptance for payment, the undersigned (the "Seller") hereby sells, assigns, transfers and delivers, and irrevocably directs any custodian or trustee to sell, assign, transfer and deliver ("Transfer") to Xxxxx Mill Investor, LLC, a New Jersey limited liability company (the "Purchaser"), all of the Seller's right, title and interest in Seller's units of limited partnership interest ("Units") of XXXXXX XXXXXXX HISTORIC PROPERTIES II, L.P., a Delaware limited partnership (the "Partnership"), at the cash purchase price of $13,000 per Unit, without interest, less the amount of Distributions (as defined in the Offer to Purchase (as defined herein)) per Unit, if any, made to Seller by the Partnership after the date of the Offer to Purchase, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 1, 2004, as it may be supplemented or amended (the "Offer to Purchase"), and this Agreement of Transfer and Letter of Transmittal, as it may be supplemented or amended (this "Letter of Transmittal," which together with the Offer to Purchase, constitutes the "Offer").

Such Transfer shall include, without limitation, all rights in, and claims to, any Partnership profits and losses, cash distributions, legal claims, settlements and awards, voting rights and other benefits of any nature whatsoever distributable or allocable to Seller's tendered Units, and all certificates evidencing the same, and Seller agrees immediately to endorse and deliver to Purchaser all distribution checks received from the Partnership after the date upon which the Purchaser purchases Units tendered pursuant to the Offer. Seller hereby irrevocably constitutes and appoints the Purchaser as the true and lawful agent and attorney-in-fact of the Seller with respect to all tendered Units, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to vote, inspect Partnership books and records, change the address of record of tendered Units prior to or after completion of the Transfer, or act in such manner as any such attorney-in-fact shall, in its discretion, deem proper with respect to such Units, to deliver such Units and transfer ownership of such Units on the Partnership's books maintained by the General Partner of the Partnership, together with all accompanying evidences of transfer and authenticity to, or upon the order of, the Purchaser, to execute and deliver in the name and on behalf of Seller any and all instruments or documents the Partnership or its General Partner may request in order to complete the Transfer (including without limitation any additional agreement of transfer, representation and warranty, indemnity, confirmation of intention to sell Units, or other forms required by the Partnership or its General Partner), to immediately revoke and withdraw all prior tenders of Units, to direct any custodian or trustee holding record title to the Units to do any of the foregoing, including the execution and delivery of a copy of this Letter of Transmittal, and upon payment by the Purchaser of the purchase price, to receive all benefits and cash distributions, endorse Partnership checks payable to Seller and otherwise exercise all rights of beneficial ownership of such Units. The Purchaser shall not be required to post bond of any nature in connection with this power of attorney.

Seller hereby represents and warrants to the Purchaser that Seller owns all Units tendered pursuant to the Offer. Seller further hereby represents and warrants to Purchaser that Seller has full power and authority to validly sell, assign, transfer and deliver such Units to the Purchaser, and that when any such Units are accepted for payment by the Purchaser, the Purchaser will acquire good and marketable title thereto, free and clear of all claims, options, restrictions, charges, encumbrances or other interests. Seller agrees that it will refrain from exercising any voting rights of the Units to be Transferred hereby between the xxxx Xxxxxx has executed and delivered this Letter of Transmittal and the xxxx Xxxxxx is notified whether or not the Units have been accepted for payment, if any vote is

requested during such period. If the undersigned is signing on behalf of an entity, the undersigned declares that he has authority to sign this document on behalf of such entity.

The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, the Purchaser may not be required to accept for payment any or all of the Units tendered hereby. In such event, the undersigned understands that this Letter of Transmittal will be effective to Transfer only those Units accepted for payment by the Purchaser and any Letter of Transmittal for Units not accepted for payment may be destroyed by the Purchaser.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity or liquidation of Seller and any obligations of the Seller shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Upon request, Seller will execute and deliver, and irrevocably directs any custodian to execute and deliver, any additional documents deemed by the Purchaser to be necessary or desirable to complete the assignment, transfer and purchase of such Units.

Seller hereby certifies, under penalties of perjury, that (1) the number shown below on this form as Seller's Taxpayer Identification Number is correct and (2) Seller is not subject to backup withholding either because Seller is exempt from backup withholding, has not been notified by the Internal Revenue Service (the "IRS") that Seller is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified Seller that Seller is no longer subject to backup withholding. Seller hereby also certifies, under penalties of perjury, that Seller, if an individual, is not a nonresident alien for purposes of U.S. income taxation, and if not an individual, is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder) or a disregarded entity as defined in Section 1.1445-2(b)(2) of the regulations promulgated under the Code. Seller understands that this certification may be disclosed to the IRS by the Purchaser and that any false statements contained herein could be punished by fine, imprisonment or both.

In order to enable the Partnership to comply with Sections 754 and 743(b) of the Code, Seller hereby agrees to provide to Purchaser a statement under penalties of perjury, setting forth a computation of the aggregate gain or loss Seller realized for federal income tax purposes from the sale of his or her interest in the Partnership to Purchaser. Such information shall be provided to Xxxxxxxxx, Xxxxxxxx & Xxxxxxx Certified Public Accountants, P.C., the Partnership's independent certified public accountants, by Seller or, at Seller's election, his or her tax return preparer, on or before June 15, 2005. The information provided by Seller will be treated as confidential tax return information by Xxxxxxxxx, Xxxxxxxx & Xxxxxxx Certified Public Accountants, P.C. and will be used only for purposes of preparing the Partnership's income tax returns and any related administrative or judicial proceedings.

Upon completion and recording of the Transfer, the Purchaser will accept all of the terms and conditions of the Partnership Agreement, as amended. The Seller requests that the Purchaser become a substitute limited partner of the Partnership with respect to the Units purchased. The Seller also hereby separately instructs the Partnership and its General Partner to immediately change the address of Seller's account to the Purchaser's address. Seller agrees that the Partnership and its General Partner shall have no liability to Seller for immediately making the address change or for transferring the Units under this Letter of Transmittal.

All questions as to the number of shares to be accepted, and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Units will be determined by the Purchaser in its sole discretion, and such determinations will be final and binding. The Purchaser reserves the absolute right to reject any or all tenders of Units it determines not to be in proper form or the acceptance of which or payment for which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right to waive any of the conditions of the offer that it is legally permitted to waive, and the Purchaser's interpretation of the terms of the offer (including

this Letter of Transmittal) will be final and binding on all parties. No tender of Units will be deemed to be properly made until all defects and irregularities have been cured by the tendering Unitholder or waived by the Purchaser. Unless waived, any defects or irregularities in connection with tenders must be cured within that time as the Purchaser will determine. None of the Purchaser or the Information Agent (as defined in the Offer to Purchase) or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any notice of defect or irregularity.

[Signature of Owner]		[Social Security or Taxpayer ID Number]
[Print Name and Title] [Date]		[Phone Number] / [Fax or E-mail]
[Signature of Co-Owner]		[If Selling Fewer than ALL Units, Specify Number]
[Print Name and Title] [Date]		[XXX Custodian/Account No./Phone (if applicable)

Forward the completed Letter of Transmittal and original Partnership Certificate(s) (if available) to:
Xxxxx Mill Investor, LLC
000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Re: Xxxxxx Xxxxxxx Historic Properties II, L.P.

INSTRUCTIONS TO COMPLETE
AGREEMENT OF TRANSFER AND LETTER OF TRANSMITTAL

TO SELL YOUR UNITS, PLEASE DO THE FOLLOWING:

1. Sign the Letter of Transmittal, print your name and the date.

2. Provide your social security number.

3. Be sure to enter your telephone number.

4. If you are selling fewer than all your Units, indicate the number you wish to sell.

5. If the units are held in an XXX, enter the name of the custodian, your account number, and the phone number of the custodian.

6. Send the Letter of Transmittal in the envelope provided.

ADDITIONALLY.. .

IF YOU OWN THE UNITS JOINTLY WITH ANOTHER INDIVIDUAL:

Please have both owners sign the Letter of Transmittal.

IF THE OWNER OR A CO-OWNER IS DECEASED:

Please enclose (a) a certified copy of the Death Certificate and (b) a Letter Testamentary or Will showing your beneficial ownership or executor capacity.

IF YOU OWN THE UNITS IN YOUR XXX:

Please provide your XXX account number. This information will be used solely by your custodian to make certain that the purchase proceeds are properly deposited in your account.

IF THE UNITS ARE OWNED IN A TRUST, PROFIT SHARING OR PENSION PLAN:

Attach the first page, signature pages and the section of the Trust Agreement showing that the signer has the authority to sign the Agreement on behalf of the Trust or Plan.

IF THE UNITS ARE OWNED BY A CORPORATION, PARTNERSHIP OR LIMITED LIABILITY COMPANY:

Attach an original resolution showing that the signer has the authority to sign the Letter of Transmittal on behalf of the corporation, partnership or limited liability company.

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AGREEMENT OF TRANSFER AND LETTER OF TRANSMITTAL for Units of XXXXXX XXXXXXX HISTORIC PROPERTIES II, L.P. for $13,000 per Unit
INSTRUCTIONS TO COMPLETE AGREEMENT OF TRANSFER AND LETTER OF TRANSMITTAL