June 2, 2005


TO HOLDERS OF UNITS OF
AMERICAN REPUBLIC REALTY FUND I

         Re:      Offer to Purchase Units for $200 Per Unit

Dear Unit Holder:

     Enclosed is an OFFER TO  PURCHASE up to 1,500 Units of limited  partnership
interests  in  AMERICAN  REPUBLIC  REALTY FUND I (the  "Partnership")  at a cash
purchase  price  of  $200  per  Unit,  without  interest,  less  the  amount  of
distributions made to you after the date of the Offer and less any transfer fees
imposed by the Partnership for each transfer,  which the Partnership  advises us
are $50 per transfer (regardless of the number of units transferred).

     Please consider the following points, which are discussed in greater detail
in the  accompanying  Offer to Purchase:

     o    The Offer is $25 per Unit (14%)  more than the  highest  prior  third-
          party offer for Units of which Purchaser is aware (made July 2, 2004),
          based on a review of public SEC filings.

     o    The Partnership's  reported 2004 revenue is down by more than $219,000
          compared to 2003 revenue and vacancy at its properties has increased.

     o    The Units are  illiquid  - no trades  of  Partnership  interests  were
          reported  during the period from  February  2004  through  March 2005,
          according to Direct  Investments  Spectrum,  an  independent  industry
          publication,  in their most recent published report.  The Offer allows
          Unit  Holders to dispose of their Units  without  incurring  the sales
          commissions   (typically  up  to  8%  with  a  minimum  of  $150-$200)
          associated   with   sales   arranged    through   brokers   or   other
          intermediaries.  See "Certain Information Concerning the Partnership -
          Trading History of the Units."

     o    The Partnership  will not be required to terminate before December 31,
          2012,  unless a majority  of the limited  partners  approve an earlier
          dissolution  or an event  occurs  that  would  require a  dissolution,
          according to the Partnership's  limited  partnership  agreement,  and,
          according to the  Partnership's  public reports,  the termination date
          can be extended if certain events occur.

     We urge you to read the Offer to  Purchase  completely  and to return  your
completed  Agreement of Transfer and Letter of Transmittal  promptly (blue form)
in the envelope provided.

     The Offer is  scheduled  to  expire on July 8,  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,

                                        EVEREST PROPERTIES II, LLC