June 30, 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  amendment  relating  to our 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  Offer to  Purchase  that  was sent to you  previously,  as  amended  and
supplemented by the enclosures:

     o    The  Offer  is  $25  per  Unit  (14%)  more  than  the  highest  prior
          third-party offer for Units of which Purchaser is aware (which we made
          on July 2,  2004),  based on a review  of  public  SEC  filings.  In a
          private  purchase,  the Purchaser's  affiliate  acquired a substantial
          block of Units for $225 per Unit, in October 2004.

     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 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.

     o    You may be  able to  obtain  a tax  benefit  by  selling  if you  have
          accumulated  passive losses that you can use once you have disposed of
          your  investment  in the  Partnership;  you  should  consult  your tax
          advisor about this possibility.

     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 now  scheduled to expire on July 18, 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