UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 14D-9
- -----------------------------------------------------
                SOLICITATION /RECOMMENDATION STATEMENT UNDER
         SECTION 14(D) (4) OF THE SECURITIES EXCHANGE ACT OF 1934
               --------------------------------
               AMERICAN REPUBLIC REALTY FUND I
                    (Name of Subject Company)
               --------------------------------

               AMERICAN REPUBLIC REALTY FUND I
               (Name of Persons Filing Statement)
               ---------------------------------

               LIMITED PARTNERSHIP INTERESTS
               (Title of Class of Securities)
          ----------------------------------

                    NOT APPLICABLE
          (CUSIP Number of Class of Securities)

          -------------------------------------


          ROBERT J. WERRA
          General Partner,
          American Republic Realty Fund I
          2800 N Dallas Parkway, Suite 100
          Plano, Texas 75093
          (972) 836-8000
     (Name, Address and Telephone Number of Person
     Authorized to Receive Notices and Communications on
     behalf of the Persons Filing Statement)
     ---------------------------------------


     ITEM 1.   SUBJECT COMPANY INFORMATION
       American Republic Realty Fund I, a limited partnership
     organized under the laws of the State of Wisconsin
     (the Partnership), is the subject company. Robert
     J. Werra is the individual general partner of the
     Partnership. The principal executive offices of the
     Partnership are located at 2800 N Dallas Parkway Suite
     100, Plano, Texas 75093.  The title of the class of
     equity securities to which this Statement relates is
     Limited Partnership Interests (the Limited
     Partnership Interests) of the Partnership.  As of
     December 31, 2004, there were 11,000 Limited
     Partnership Interests outstanding.


     ITEM 2.   IDENTITY AND BACKGROUND OF FILING PERSON


     a)   The name and business address of the
          Partnership, which is the person filing this
          Statement, are stated in Item 1 above, which is
          incorporated herein by reference.
b)   This Statement relates to an offer by Everest Properties
     II, LLC ("Everest" or the "Purchaser"), a California
     limited  liability  company,  to purchase up to 1,500 units
     ("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  (as defined in the Offer to Purchase  (as
      defined  herein)) per unit,  if any,  made to unit  holders
      by the  Partnership  after the date of the Offer,  upon the
      terms and subject to the  conditions  set forth in the Offer
      to Purchase,  dated June 30, 2005, as it may be supplemented
      or amended from time to time, The Offer to Purchase is disclosed
      in the Schedule TO dated, June 2, 2005 (the Schedule TO), as
      filed by the Offeror with the Securities and Exchange Commission
      (the "SEC") on or  about June 2, 2005.  As stated in the Schedule
      TO, the principal executive offices of the Offeror is located at
      155 N. LAKE AVENUE SUITE 1000 PASADENA CA 91101


     c)

     ITEM 3.PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS
     AND AGREEMENTS
     (d)  The Partnership has no material contract,
     agreement, arrangement or understanding between it
     and its executive officers, directors or affiliates,
     except as follows:

     As reported in the Partnership's Annual Report on
     Form 10-K for the fiscal year ended December 31,
     2004, the Partnership has entered into a management
     agreement, dated as of February 1, 1991 ("the
     Management Agreement"), with Univesco, Inc. a Texas
     corporation ("Univesco"), which is 83%
     owned by the General Partner.  Under the terms of
     such agreement, Univesco acts as the managing agent
     with respect to the Partnership's properties and may
     also engage other on-site property managers and
     other agents to the extent it considers appropriate.
     For these services, Univesco receives a management
     fee equal to 5% of the Partnership's gross receipts
     and reimbursement of its administrative expenses.
     During the years ended December 31, 2004, 2003, and 2002
     Univesco received management fees of $124,520, $135,477,
     and $137,883 respectively, and an
     administrative fee of $12,408 in each of such years.
     As a result of the foregoing, Univesco could be
     deemed to have a potential conflict of interest with
     the Offeror. To the Partnership's knowledge, the
     Offeror currently owns 24.85% of the outstanding
     Limited Partnership Interests and, assuming the
     Offeror acquires all 1,500 Limited Partnership
     Interests which the Offeror is seeking to acquire
     pursuant to the Offer, the Offeror will own an
     aggregate of approximately 38.48% of the outstanding
     Limited Partnership Interests upon completion of the
     Offer.  The Agreement of Limited Partnership of the
     Partnership provides for removal of the General
     Partner upon the vote of Limited Partners holding a
     majority in interest of the outstanding Limited
     Partnership Interests.  As a result, if the Offeror
     acquired, pursuant to the Offer and one or more
     subsequent purchases of Limited Partnership
     Interests by the Offeror, Limited Partnership
     Interests representing a majority in interest of the
     outstanding Limited Partnership Interests, the
     Offeror could remove the General Partner and, in
     such event, terminate the Management Agreement.
     Accordingly, the General Partner may have an
     interest in recommending that the Offer be rejected.



      ITEM 4.   THE SOLICITATION OR RECOMMENDATION

          (a) Recommendation. The Board of Directors of
     the General Partner is not making a recommendation
     regarding the Offer and is expressing no opinion of,
     and is remaining neutral toward, the Offer.
          (b) Reasons for Recommendations.
          At June 30, 2005, the Partnership's sole
     assets consisted of two real estate properties:
     Forestwood and Four Winds (the "Real Property").
     Based on current levels of income and expense, the
     Partnership believes that the Real Property has an
     aggregate fair market value of approximately
     $15,425,000 on such date.  The sole indebtedness of
     the Partnership consists of mortgage indebtedness
     secured by the Real Property in the aggregate
     principal amount of $9,825,000 at June 30, 2005.
     Thus, the Partnership believes that the aggregate
     net book value of the Real Property at June 30,
     2005 was approximately $5,137,000, or a  net book
     value of approximately $467 per Limited Partner
     Interest.
               Although the Partnership's estimates of
     net book value and income per Limited Partnership
     Interest indicate that the Limited Partnership
     Interests arguably have a value in excess of the
     Offer Price, the Partnership is expressing no
     opinion of the Offer for the following reasons.  Due
     to the relatively small number of outstanding
     Limited Partnership Interests, there is not an
     active trading market for Limited Partnership
     Interests.  As a result, holders of Limited
     Partnership Interests do not have a readily
     available means of liquidating their investment in
     Limited Partnership Interests.  Thus, even though
     the value of the Limited Partnership Interests may
     exceed the Offer Price, the Offer does afford to
     holders of Limited Partnership Interests the
     opportunity to liquidate all or a portion of their
     investment.
     In addition, the Partnership's estimates of net book
     value and income generated by the Real Property are
     based on current market conditions and levels of
     income and expense, which are likely to change.  Any
     such material change in market conditions and levels
     of  income and expense would affect the value of the
     Real Property.  There can be no assurance that the
     value of the Real Property will not decrease in
     future periods.  For these reasons, the General
     Partner is expressing no opinion of, and is
     remaining neutral toward, the Offer

               (c) Intent to Tender.  To the knowledge of
     the Partnership, neither the General Partner nor any
     affiliate of the General Partner, currently intends
     to tender or sell Limited Partnership Interests that
     are held of record or beneficially by such person.


     ITEM 5.   PERSON/ASSETS, RETAINED, EMPLOYED,
     COMPENSATED OR USED

     Except for assets of the Partnership used in connection
     with the preparation of this Schedule 14D-9, no officers,
     class of employees or assets of the Partnership has been
     or is expected to be employed or used by the filing person
     in connection with the Offer, or responding thereto.

     ITEM 6.   INTEREST IN SECURITIES OF THE SUBJECT

     COMPANY

               NONE

     ITEM 7.   PURPOSES OF THE TRANSACTION AND PLANS OR

     PROPOSALS

     The Partnership is not undertaking or engaged in any
     negotiations in response to the Offer.

     ITEM 8.   ADDITIONAL INFORMATION

               NONE

     ITEM 9.    EXHIBITS

          (a)            Letter, dated July 6, 2005,
     from Robert J. Werra, as General Partner of the
     Partnership, to the Limited Partners.

          (e)(i)         Management Agreements, dated as
     of February 1, 1991, between Univesco, Inc. and the Partnership.


                       SIGNATURE.
     After due inquiry and to the best of my knowledge
     and belief, I certify that the information set forth
     in this statement is true, complete and correct.



     _________________________________
     (Signature)

     _________________________________
     (Name and Title)

     _________________________________
     (Date)




     July 6, 2005

Re: American Republic Realty Fund I


Dear Limited Partner,

Due to a recent offer to buy Limited Partnership interests in Fund I,
partners have requested an indication for the value of a unit in Fund I.
There are two properties remaining: Forestwood and Four Winds.  It is
our opinion that their combined value is approximately $37 per square foot
for a total value of $15,425,000.  The outstanding debt on both properties
is approximately $9,825,000.  Using closing costs of 3%, there is an equity
value of approximately $5,137,000.  There are 11,000 partnership units in
the American Republic Realty Fund I indicating a value of approximately
$467 per partnership unit.  However, if both properties were sold today
there would be a loan prepayment penalty of approximately $1,500,000 for
both loans reducing the value per unit by $136. The fund is currently
generating about $15 per unit in cash flow annually.   The underlying
loans come due August, 2007.  We would hope for a sale some time that
year when we can payoff the loans without penalty after May, 2007.

Yours truly,




Robert J. Werra
General Partner
American Republic Realty Fund I






     MULTIFAMILY MANAGEMENT AGREEMENT



     This  management Agreement is made as of and
     effective the  first day  of  February 1, 1991 by
     and between American Republic Realty Fund  1.,
     d/b/a   Four  Winds Apartments, a (Wisconsin)
     Limited Partnership (herein called "Owner"), and
     UNIVESCO INC.,  a  Texas corporation (herein called
     "Manager").

      WITNESSETH:

                WHEREAS, Owner is the owner of an apartment
     community  known as  Four  Winds  Apartments (154
     Units)   located  at  2150 Spencer  Rd.,  Orange
     Park,  FL  (hereinafter  collectively referred to as
     the "Property").

               WHEREAS,  Manager  is  in  the business
     of  operating  and managing residential multifamily
     properties; and
               WHEREAS,  Owner desires to contract with
     Manager to  obtain Manager's  services as an
     independent contractor for the  general maintenance,
     staffing, operation and management of the  Property
     (and  the  employment  of  all personnel employed
     in  connection therewith)  in  all respects except
     as limited herein,  including matters relating to
     the leasing, the maintenance of the Property, the
     compliance  with  rules  and  regulations  of  all
     public authorities  having  jurisdiction  over  the
     operation  of   the Property,  the  maintenance  of
     all  records,  the  billing  and collection  for
     Owner  and in Owner's name  of  all  charges  to
     residents,  the hiring, training, utilization and
     supervision  of employees,  the  preparation and
     filing of all required  reports, and  the
     maintenance of the Property and the supplies,
     equipment, furniture, furnishings and structures
     associated therewith; and
               WHEREAS,  Manager  desires  to  perform
     such  management functions  as  an independent
     contractor in accordance  with  the terms hereof and
     for the consideration provided herein.
               NOW, THEREFORE, for and in consideration of the
     premises and for  the  further consideration recited
     herein, Owner and Manager agree as follows:

               1.  Appointment.  Owner  hereby  appoints
     Manager  as  an independent  contractor to act as
     the exclusive  manager  of  the Property,  and the
     Manager accepts such appointment,  subject  to the
     terms and conditions set forth herein.

                    2.  Term. This Agreement shall
     commence as of the date first  written herein, and
     shall remain in force and effect until the first day
     of the following calendar month; provided, however,
     that  unless  either party hereto gives notice of
     termination  to the other in accordance with the
     applicable notice provisions  as set  forth  herein,
     or unless this Agreement otherwise terminates
     pursuant  to  its  terms, this Agreement shall  be
     automatically renewed on a month to month basis.
                    3.  Management Standards Manager
     agrees to furnish the
     services  of its organization, to exercise its best
     efforts,  and to    exercise  the  highest  degree
     of  professional  skill  and
     competence  in  managing the Property in order to
     provide  Owner with  the  maximum  economic return
     consistent  with  proper  and prudent management.

                    4.  Duties  of  Manager  Owner
     delegates  and  Manager assumes,  subject  to  the
     provisions hereof,  full  control  and
     responsibility  for  the  Property  and  its
     operation  in  all respects,  including, but not
     limited to, the  following  powers, authorities  and
     responsibilities, each and  all  of  which  are
     hereby  delegated to Manager by Owner, and each and
     all of  which are  hereby  assumed and undertaken by
     Manager who covenants  and agrees to perform the
     following, to wit:
                    a.   Generally  to  manage the
     Property  so  as  to provide residential  space to
     qualified tenants.

                    b.   To  compile and provide to Owner
     such  monthly, quarterly  and annual operating
     statements as Owner may request.
                    c.     To   supervise   and   perform
     the   proper maintenance,  repair, equipping  and
     supply of the Property.
                    d.   To  hire, discharge, train,
     supervise, pay  and control  all  personnel employed
     at the  Property  at such  salaries as Manager may
     determine, and in  such numbers  and of such
     experience and skill  levels  as Manager   may  deem
     necessary  to  provide  adequate management  of  the
     Property it being understood  and agreed  that Owner
     shall have no control or authority whatsoever over
     the employees of Manager employed  at the Property.
                    e.   To maintain the Property in
     accordance with all applicable   rules   and
     regulations of public authorities  and  to  maintain
     the  operations and physical condition of the
     Property in good order.
                    f.   To  prepare and file all required
     governmental reports, if any.
                    g.   To provide  and  maintain  all
     accounting, bookkeeping  and  record  keeping
     relating to the operation of the Property.
                    h.   To  exercise  reasonable efforts  to keep
     the Property fully occupied.
                    i. To institute  and  maintain a program  for
     tenant billing, to bill and collect all receivables
     for  the account of Owner in connection with the
     operation  of the  Property, and to immediately turn
     over all  such collected  receivables to Owner.  In
     this regard, it is expressly  understood and agreed
     that  all  funds billed  or  collected shall be
     owned  and  controlled solely  by  Owner,  and that
     Manager shall have no claim or entitlement  thereto.
     Any  such funds collected  by Manager shall be
     received and  held  by Manager  in trust for the
     benefit of Owner and  shall be  turned  over  to
     Owner with a proper  accounting therefor as soon as
     practicable.
                     j.   To  maintain  accurate, complete  and
     separate records in accordance  with  generally accepted
     accounting  standards  and procedures,(including  tax
     basis  accounting,) showing income  and  expenditures
     relating  to the operation of the Property  and  from
     which   accounts  payable  and  accounts  receivable,
     available  cash,  and  other assets  and  liabilities
     pertaining  to the Property can be readily identified
     and  the  amounts  thereof determined  at  any  time.
     Owner  shall  have the right at any  reasonable  time
     through   its attorney  or  accountant  or   other
     representative, or in person, to inspect the  records
     kept by Manager  pertaining  to   the   Property,
     including,  but  not limited to, all  checks,  bills,
     invoices,   statements, vouchers, cash receipts,
     correspondence  and  all  other  dealing     with the
     management of the Property; and Owner shall have  the
     further  right to, at his own expense, have an  audit
     made  of all account books and records pertaining  to
     the management of the Property.
                      k. To   furnish   such   information(including
     occupancy reports) as may be requested by Owner  from
     time  to time with respect to the financial, physical
     or operational condition of the Property.
                      l. To   furnish  monthly  to  Owner  a
     detailed statement of all receipts and disbursements
     for  each month,  such statement to be furnished on
     or  before the  2Oth day of each month for the
     preceding  month. Such  statements shall show the
     status of collections and  shall be supported by
     canceled checks, vouchers, duplicate   invoices,
     and   similar   documentation covering  all  items
     of income  and  expense,  which shall  be  available
     for inspection  by  the  Owner's representatives  at
     all reasonable  times.   Manager shall  also  furnish
     a monthly  operating  statement showing  the  income
     and expense for  the  month  and year  to  date.
     Manager shall be under no obligation to  advance
     funds  on behalf of Owner,  but  in  the event
     disbursements  are  in  excess  of   proceeds
     collected,  Owner agrees to pay such excess  promptly
     upon demand.

                      m. If such  items  have  not  previously   been
     contracted  for, to contract on behalf of  Owner  for water,
     gas,  electricity,  extermination,  telephone service  and other
     services and commodities necessary for  the  operation and
     maintenance of the  Property; provided,  however, that no single
     contract  for  any such  item  involving an expenditure  or
     deposit  in excess  of $5,OOO.OO shall be made by Manager
     without the prior approval of Owner.

                      n. To  purchase on behalf of Owner all  equipment,
     tools,  materials, supplies and  uniforms  necessary for the
     maintenance and operation of the Property.

           5.  Costs of Operation All costs and expenses incurred  by
     Manager  in the Performance of Manager's duties as set  forth
     in Paragraph 4 above shall be considered costs of operation  of
     the Property (herein called "Costs of Operation"), for which
     Manager shall  be entitled to be fully reimbursed by Owner.
     Manager  may submit  to Owner monthly estimates of Costs of
     Operation for  the Property  for the month next succeeding the
     month in  which  such estimates  are submitted; within five (5)
     days following  Owner's receipt  of  such estimates, Owner shall
     advance to  Manager  the amount  of  such  estimates  for
     application  to  the  Costs  of Operation  for the month for
     which such estimates are  submitted. In  the  event such
     estimates and advances made by Owner pursuant hereto  are  lower
     than the actual Costs of  Operation  for  the month  in
     question, Owner shall reimburse Manager the amount  of such
     shortage  promptly upon Manager's written request  therefor
     accompanied  by supporting documentation; if, on the other
     hand, the  amount of such estimates and advances made by Owner
     pursuant hereto  are  in excess of the actual Costs of Operation
     for  the month  in  question,  Owner,  at Owner's  option,  may
     elect  to either:
                    (i)  demand that Manager refund such
     excess to Owner; or
                    (ii) credit such overage to the
     advances made pursuant to the next month's estimates
     of Costs of Operation.  All such shortages and
     overages shall be adjusted on and as of the end of
     each calendar year during the period in which this
     Agreement is in force and effect.

           6.  Compensation  of  Manager.   As
     compensation  for  its providing  of  services
     hereunder, Manager shall be  entitled  to receive
     from Owner and Owner shall be obligated to pay to
     Manager a  management fee equal to 5%) per month of
     the Property's  total monthly  income which
     management fee shall be payable to  Manager monthly
     during the term hereof.  This management fee shall
     be  in addition  to  the reimbursement of Costs of
     Operation  for  which Manager  is entitled to be
     reimbursed, it being agreed that  such reimbursement
     of  Costs  of Operation shall  not  be  considered
     compensation  to  the Manager hereunder.  In  the
     event  Manager performs special services for Owner
     not expressly provided for in this  Agreement,
     Manager  shall  be  entitled  to  receive  such
     additional compensation as may be mutually agreed
     upon by Manager and  Owner.   All rebates, discounts
     or commissions collected  by Manager  or  credited
     to the Manager's use which  relate  to  the
     purchasing of supplies or rendering of services for
     the  Property shall  be  fully  disclosed to Owner
     and shall be fully  credited against the Costs of
     Operation.

          7. Employees of Manager.  It is specifically
     agreed that all personnel  employed in connection
     with the on-site  operation  of the  Property shall
     be employees of Manager and not of Owner, and will
     be  hired,  paid,  trained, supervised  and
     discharged  by
     Manager;  although  the salaries or wages of all
     such  employees shall be considered Costs of
     Operation for which Manager shall be entitled  to
     be reimbursed hereunder, Manager shall be  directly
     responsible  for  the  servicing  of  payroll  and
     all  payroll withholding taxes and reports in
     connection with such employees.    .

          8.  Termination on Transfer. Owner shall
     notify Manager  at least  thirty (3O) days prior to
     an anticipated transfer of title to or an assignment
     or  sublease  of  any  leasehold  rights pertaining
     to any property or properties comprising a part of
     the Property.  Upon such transfer, this Agreement
     shall terminate  as to  the  particular property or
     properties made subject to such transfer. Upon such
     partial  termination,  all  records in possession
     of  Manager  pertaining  to  the  operation  of
     the properties so terminated shall be forthwith
     delivered  to  Owner, and  all  Costs of Operation
     and collections pertaining  to  such transferred
     properties shall be settled between Owner and
     Manager on  and  as  of  the date of such transfer.
     Manager's  right  to compensation as to such
     transferred properties shall cease as  of the  date
     of such termination, but Manager shall be entitled
     to compensation on a prorated basis for services
     rendered  prior  to the date of such termination.

          9. Termination on Dissolution, Bankruptcy
     or Assignment for the  Benefit  of  Creditors of the
     Manager  This Agreement  shall terminate
     immediately  upon  the dissolution,  bankruptcy or
     assignment for the benefit of creditors of the
     Manager.

          10. Relationship of Parties and Indemnity.  It
     is understood and  agreed that Manager is an
     independent contractor, and is not an  employee,
     representative or agent for Owner for  any  purpose
     whatsoever.  This Agreement shall not constitute or
     be deemed  to constitute a joint venture or
     partnership agreement between Owner and  Manager.
     Manager agrees to indemnify, save, defend and hold
     Owner harmless from and against any and all loss,
     costs, damages, claims  or  demands  for  personal
     injury,  wrongful  death      or
     malpractice  (to the extent that any insurance
     coverage  therefor is  insufficient) which may be
     asserted by third parties  against Owner  at any
     time by reason of events occurring during the  term
     of  this  Agreement  and  arising out of or
     resulting  from  any undertaking, act or neglect of
     Manager, its agents, employees  or any  person
     retained by Manager to assist it in the discharge
     of its   duties  and  obligations  hereunder.   In
     the  event     any litigation occurs with regard to
     such claims, Owner may,  at  its expense, retain counsel
     to participate in such litigation.  It is also  understood
     and agreed that no settlement of any such  claim shall
     be  made without Owner's permission if Owner may
     have  any responsibility for payment thereof.

          11.  Use of Property. Manager shall not at any
     time use  or permit  the  Property  to  be  used for
     purposes  other  then  a residential  multifamily
     building without  the  express  written permission
     of Owner.

          12.  Possession at Termination.  Upon
     expiration or earlier full termination of the
     Agreement, Manager shall peaceably vacate and
     surrender the Property to Owner, shall cooperate
     fully  with Owner  in effecting an orderly
     transition of the business of  the Property  and
     shall  surrender  to  Owner  all  keys,  records,
     contracts  and all other indicia of possession and
     other  records maintained  by  Manager in connection
     with the operation  of  the Property.

          13.  Inspections.   Owner or its agents or
     representatives shall  have  the  right at all
     reasonable times  to  inspect  the
     Property and all records pertaining thereto.
          14.  Notices.  All notices required hereunder
     shall  be  in writing   and  shall  be  deemed
     delivered  upon  delivery, if personally delivered,
     or if delivered by mail, when deposited  in the
     United States certified mail, postage prepaid,
     return receipt requested,  properly  addressed to
     the  receiving  party  at  the following addresses:
          Owner:                             Manager:
     American Republic Realty Fund 1         Univesco Inc.
     2800 N Dallas Parkway, Suite 100        2800 N Dallas Pkwy
     Plano, Texas 75093                      Suite 100
                                             Plano, Texas 75093

          15. Governing Law.  This Agreement shall be
     governed by and construed  under  the  laws  of  the
     State  of  Texas,  and  all obligations  of the
     parties created hereunder are performable  in the
     State of Texas.

          16. Parties Bound.  This Agreement shall be
     binding upon and shall  inure  to  the  benefit of
     the parties  hereto  and  their respective
     successors and assigns.

          17. Legal Construction.  In the event any one
     or more of the provisions  contained herein shall
     for any reason be held  to  be invalid, illegal,  or
     unenforceable  in   any   respect, the
     invalidity, illegality or unenforceability shall not
     affect  any other  provision hereof and this
     Agreement shall be construed  as if  such  invalid,
     illegal or unenforceable provision  had  never been
     contained herein.

          18.  Prior Agreements.  This Agreement
     constitutes the sole and  only  agreement of the
     parties hereto with  respect  to  the subject matter
     hereof, and supersedes any prior understandings or
     written  or  oral  agreement between the parties
     respecting  the within subject matter.

          19.  Attorney's Fees.  If any action at law or
     in  equity, including an action for declaratory
     relief, is brought to enforce or  interpret  the
     provisions of this Agreement,  the  prevailing party
     shall  be  entitled to recover reasonable attorneys'
     fees from  the other party, which fees may be set by
     the court in  the trial  of  such  action or may be
     enforced in a  separate  action brought for that
     purpose, and which fees shall be in addition  to any
     other relief which may be awarded.

          20.  Time  of  Essence.  Time is  of  the
     essence  in  the performance of obligations set
     forth in this Agreement.

          21.  Counterpart Execution  This Agreement may
     be  executed concurrently in one or more
     counterparts, each of which shall  be deemed      an
     original, but all of which together shall
     constitute
     one and the same instrument.

          22.  Assignment.  Notwithstanding anything to
     the  contrary neither  Manager  nor Owner shall have
     the right  to  assign,  in whole  or  in  part, any
     of their respective rights,  duties  and obligations
     under this Agreement.

          23. Amendment.  This Agreement may not be
     modified, amended or  altered except by an agreement
     in writing signed by Owner and Manager.

          EXECUTED  to be effective for all purposes as
     of  the  date first written here in above.

                    Owner:
     American Republic Realty Fund 1
     6210 Campbell Road
     Suite 140
     Plano, Texas 75093

                    By:   Robert J. Werra, General Partner


                         Robert J. Werra

                     UNIVESCO INC..

                    By:
                         David Bower, Senior Vice President



     Management Agreement
     by and between


     American republic Realty Fund 1
     as "Owner"

     UNIVESCO INC. as "Manager"

     Date:          , 19










     MULTIFAMILY MANAGEMENT AGREEMENT



     This  management Agreement is made as of and
     effective the  first day  of February 1, 1991 by and
     between Spencer Rd., LTD.., d/b/a Forestwood
     Apartments,  a  (Texas) Limited  Partnership
     (herein called  "Owner"), and UNIVESCO INC., a Texas
     corporation  (herein called "Manager").

                WHEREAS, Owner is the owner of an apartment
     community  known as   Forestwood Apartments (263
     Units)  located at (1611 Oak Creek  Lane.  Bedford,
     TX  76022)  (hereinafter  collectively referred to
     as the "Property").

               WHEREAS,  Manager  is  in  the business
     of  operating  and managing residential multifamily
     properties; and

               WHEREAS,  Owner desires to contract with
     Manager to  obtain Manager's  services as an
     independent contractor for the  general maintenance,
     staffing, operation and management of the  Property
     (and  the  employment  of  all personnel employed
     in  connection therewith)  in  all respects except
     as limited herein,  including matters relating to
     the leasing, the maintenance of the Property, the
     compliance  with  rules  and  regulations  of  all
     public authorities  having  jurisdiction  over  the
     operation  of   the Property,  the  maintenance  of
     all  records,  the  billing  and collection  for
     Owner  and in Owner's name  of  all  charges  to
     residents,  the hiring, training, utilization and
     supervision  of employees,  the  preparation and
     filing of all required  reports, and  the
     maintenance of the Property and the supplies,
     equipment,
     furniture, furnishings and structures associated
     therewith; and
               WHEREAS,  Manager  desires  to  perform
     such  management
     functions  as  an independent contractor in
     accordance  with  the terms hereof and for the
     consideration provided herein.

          NOW, THEREFORE, for and in consideration of the
     premises and for  the  further consideration recited
     herein, Owner and Manager agree as follows:

               1.  Appointment.  Owner  hereby  appoints
     Manager  as  an independent  contractor to act as
     the exclusive  manager  of  the Property,  and the
     Manager accepts such appointment,  subject  to the
     terms and conditions set forth herein.

               2.  Term. This Agreement shall commence as
     of the date first  written herein, and shall remain
     in force and effect until the first day of the
     following calendar month; provided, however, that
     unless  either party hereto gives notice of
     termination  to the other in accordance with the
     applicable notice provisions  as set  forth  herein,
     or unless this Agreement otherwise terminates
     pursuant  to  its  terms, this Agreement shall  be
     automatically renewed on a month to month basis.
               3.  Management Standards Manager agrees to
     furnish the
     services  of its organization, to exercise its best
     efforts,  and to    exercise  the  highest  degree
     of  professional  skill  and competence  in
     managing the Property in order to  provide  Owner
     with  the  maximum  economic return consistent  with
     proper  and prudent management.
               4.  Duties  of  Manager  Owner delegates
     and  Manager
     assumes,  subject  to  the provisions hereof,  full
     control  and responsibility  for  the  Property  and
     its  operation  in all respects,  including, but not
     limited to, the  following  powers, authorities  and
     responsibilities, each and  all  of  which  are
     hereby  delegated to Manager by Owner, and each and
     all of  which are  hereby  assumed and undertaken by
     Manager who covenants  and agrees to perform the
     following, to wit:
          a.   Generally  to  manage the  Property  so
     as  to
     provide residential  space to qualified tenants.

          b.   To  compile and provide to Owner such
     monthly,
     quarterly  and annual operating statements  as
     Owner may request.

          c.   To   supervise   and   perform   the
     proper maintenance,  repair, equipping  and  supply  of
     the Property.

          d.   To  hire, discharge, train, supervise, pay
     and control  all  personnel employed at the  Property
     at such  salaries as Manager may determine, and in
     such numbers  and of such experience and skill
     levels  as Manager   may  deem  necessary  to
     provide  adequate management  of  the Property it
     being understood  and agreed  that Owner shall have
     no control or authority whatsoever over the
     employees of Manager employed  at the Property.
          e.   To maintain the Property in accordance
     with all applicable   rules   and   regulations   of
     public authorities  and  to  maintain  the
     operations     and
     physical condition of the Property in good order.

          f.   To  prepare and file all required
     governmental reports, if any.

          g.   To   provide  and  maintain
     all accounting, bookkeeping  and  record
     keeping  relating  to   the operation of
     the Property.
          h.   To  exercise  reasonable efforts
     to  keep  the Property fully occupied.

          i. To  institute  and  maintain a
     program  for  tenant billing, to bill
     and collect all receivables for  the
     account of Owner in connection with the
     operation  of the  Property, and to
     immediately turn over all  such
     collected  receivables to Owner.  In
     this regard,  it is  expressly
     understood and agreed that  all  funds
     billed  or  collected shall be owned
     and  controlled solely  by  Owner,  and
     that Manager  shall  have  no claim   or
     entitlement  thereto.   Any  such  funds
     collected  by Manager shall be received
     and  held  by Manager  in trust for the
     benefit of Owner and  shall be  turned
     over  to  Owner with a proper
     accounting therefor as soon as
     practicable.

          j.   To  maintain  accurate, complete
     and  separate records   in   accordance  with
     generally   accepted accounting  standards  and
     procedures,(including  tax basis
     accounting,) showing income  and
     expenditures relating  to the operation
     of the Property  and  from which
     accounts  payable  and  accounts
     receivable, available  cash,  and  other
     assets  and  liabilities pertaining  to
     the Property can be readily identified
     and  the  amounts  thereof determined
     at  any  time. Owner  shall  have the
     right at any  reasonable  time through
     its   attorney  or  accountant or other
     representative, or in person, to inspect
     the  records kept by   Manager
     pertaining  to   the   Property,
     including,  but  not limited to, all
     checks,  bills, invoices,   statements,
     vouchers,   cash   receipts,
     correspondence  and  all  other  dealing
     with the management of the Property; and
     Owner shall have  the further  right to,
     at his own expense, have an  audit made
     of all account books and records
     pertaining  to the management of the
     Property.
          k.   To   furnish   such   information
     (including occupancy reports) as may be requested
     by Owner  from time  to time with
     respect to the financial, physical or
     operational condition of the Property.
          l.   To   furnish  monthly  to  Owner  a
     detailed statement of all receipts and
     disbursements for  each month,  such
     statement to be furnished on  or  before
     the  2Oth day of each month for the
     preceding  month. Such  statements shall
     show the status of collections and
     shall be supported by canceled checks,
     vouchers, duplicate   invoices,   and
     similar   documentation covering  all
     items  of income  and  expense,  which
     shall  be  available for inspection  by
     the  Owner's representatives  at  all
     reasonable  times.   Manager shall  also
     furnish  a monthly  operating  statement
     showing  the  income and expense for
     the  month  and year  to  date.  Manager
     shall be under no obligation to  advance
     funds  on behalf of Owner,  but  in  the
     event   disbursements  are  in  excess
     of   proceeds collected,  Owner agrees
     to pay such excess  promptly upon
     demand.

          m.   If   such  items  have  not  previously   been
     contracted  for, to contract on behalf of  Owner  for water,
     gas,  electricity,  extermination,  telephone service  and other
     services and commodities necessary for  the  operation and
     maintenance of the  Property; provided,  however, that no single
     contract  for  any such  item  involving an expenditure  or
     deposit  in excess  of $5,OOO.OO shall be made by Manager
     without the prior approval of Owner.

          n.   To  purchase on behalf of Owner all  equipment,
     tools,  materials,  supplies and  uniforms  necessary for the
     maintenance and operation of the Property.

          5.  Costs  of Operation All costs and expenses incurred
     by Manager  in the Performance of Manager's duties as set  forth
     in Paragraph 4 above shall be considered costs of operation  of
     the Property (herein called "Costs of Operation"), for which
     Manager shall  be entitled to be fully reimbursed by Owner.
     Manager  may submit  to Owner monthly estimates of Costs of
     Operation for  the Property  for the month next succeeding the
     month in  which  such estimates  are submitted; within five (5)
     days following  Owner's receipt  of  such estimates, Owner shall
     advance to  Manager  the amount  of  such  estimates  for
     application  to  the  Costs  of Operation  for the month for
     which such estimates are  submitted. In  the  event such
     estimates and advances made by Owner pursuant hereto  are  lower
     than the actual Costs of  Operation  for  the month  in
     question, Owner shall reimburse Manager the amount  of such
     shortage  promptly upon Manager's written request  therefor
     accompanied  by supporting documentation; if, on the other
     hand, the  amount of such estimates and advances made by Owner
     pursuant hereto  are  in excess of the actual Costs of Operation
     for  the month  in  question,  Owner,  at Owner's  option,  may
     elect  to either:
     (iii)     demand that Manager refund such excess to Owner; or
     (iv)      credit such overage to the advances made pursuant to
               the next month's estimates of Costs of Operation.
     All such shortages and overages shall be adjusted on and as
     of the end of each calendar year during the period
     in which this Agreement is in force and effect.

          6.  Compensation  of  Manager.   As
     compensation  for  its providing  of  services
     hereunder, Manager shall be  entitled  to receive
     from Owner and Owner shall be obligated to pay to
     Manager a  management fee equal to 5%) per month of
     the Property's  total monthly  income which
     management fee shall be payable to  Manager monthly
     during the term hereof.  This management fee shall
     be  in addition  to  the reimbursement of Costs of
     Operation  for  which Manager  is entitled to be
     reimbursed, it being agreed that  such reimbursement
     of  Costs  of Operation shall  not  be  considered
     compensation  to  the Manager hereunder.  In  the
     event  Manager performs special services for Owner
     not expressly provided for in this  Agreement,
     Manager  shall  be  entitled  to  receive  such
     additional compensation as may be mutually agreed
     upon by Manager and  Owner.   All rebates, discounts
     or commissions collected  by Manager  or  credited
     to the Manager's use which  relate  to  the
     purchasing of supplies or rendering of services for
     the  Property shall  be  fully  disclosed to Owner
     and shall be fully  credited against the Costs of
     Operation.

          7. Employees of Manager.  It is specifically
     agreed that all personnel  employed in connection
     with the on-site  operation  of the  Property shall
     be employees of Manager and not of Owner, and will
     be  hired,  paid,  trained, supervised  and
     discharged  by Manager;  although  the salaries or
     wages of all  such  employees shall be considered
     Costs of Operation for which Manager shall be
     entitled  to  be reimbursed hereunder, Manager shall
     be  directly responsible  for  the  servicing  of
     payroll  and  all   payroll withholding taxes and
     reports in connection with such employees.

          8.  Termination on Transfer. Owner shall
     notify Manager  at least  thirty (3O) days prior to
     an anticipated transfer of title to     or  an
     assignment  or  sublease  of  any  leasehold  rights
     pertaining to any property or properties comprising
     a part of the Property.  Upon such transfer, this
     Agreement shall terminate  as to  the  particular
     property or properties made subject  to  such
     transfer. Upon  such  partial  termination,  all
     records in possession  of  Manager  pertaining  to
     the  operation  of  the properties so terminated
     shall be forthwith delivered  to  Owner, and  all
     Costs of Operation and collections pertaining  to
     such transferred properties shall be settled between
     Owner and Manager on  and  as  of  the date of such
     transfer.  Manager's  right  to compensation as to
     such transferred properties shall cease as  of the
     date  of such termination, but Manager shall be
     entitled  to compensation on a prorated basis for
     services rendered  prior  to the date of such
     termination.

          9. Termination on Dissolution, Bankruptcy
     or Assignment for the  Benefit  of  Creditors of the
     Manager  This Agreement  shall terminate
     immediately  upon  the  dissolution,  bankruptcy  or
     assignment for the benefit of creditors of the
     Manager.

          10. Relationship of Parties and Indemnity.  It
     is understood and  agreed that Manager is an
     independent contractor, and is not an  employee,
     representative or agent for Owner for  any  purpose
     whatsoever.  This Agreement shall not constitute or
     be deemed  to constitute a joint venture or
     partnership agreement between Owner and  Manager.
     Manager agrees to indemnify, save, defend and hold
     Owner harmless from and against any and all loss,
     costs, damages, claims  or  demands  for  personal
     injury,  wrongful  death or malpractice  (to the extent
     that any insurance coverage  therefor is  insufficient)
     which may be asserted by third parties  against Owner
     at any time by reason of events occurring during the  term
     of  this  Agreement  and  arising out of or
     resulting  from  any undertaking, act or neglect of
     Manager, its agents, employees  or any  person
     retained by Manager to assist it in the discharge
     of its   duties  and  obligations  hereunder.   In
     the  event any litigation occurs with regard to such claims,
     Owner may,  at  its expense, retain counsel to participate
     in such litigation.  It is also  understood and
     agreed that no settlement of any such  claim shall
     be  made without Owner's permission if Owner may
     have  any responsibility for payment thereof.

           11.  Use of Property. Manager shall not at any
     time use  or permit  the  Property  to  be  used for
     purposes  other  then  a residential  multifamily
     building without  the  express  written permission
     of Owner.

           12.  Possession at Termination.  Upon
     expiration or earlier full termination of the
     Agreement, Manager shall peaceably vacate and
     surrender the Property to Owner, shall cooperate
     fully  with Owner  in effecting an orderly
     transition of the business of  the Property  and
     shall  surrender  to  Owner  all  keys,  records,
     contracts  and all other indicia of possession and
     other  records maintained  by  Manager in connection
     with the operation  of  the Property.

           13.  Inspections.   Owner or its agents or
     representatives shall  have  the  right at all
     reasonable times  to  inspect  the
     Property and all records pertaining thereto.
          14.  Notices.  All notices required hereunder
     shall  be  in writing   and  shall  be  deemed
     delivered  upon  delivery,         if
     personally delivered, or if delivered by mail, when
     deposited  in the United States certified mail,
     postage prepaid, return receipt requested,  properly
     addressed to the  receiving  party  at  the
     following addresses:

     Owner:                                  Manager:
     Spencer Rd, LTD.                        Univesco Inc.
     2800 N Dallas Parkway, Suite 100        2800 N Dallas Parkway
     Plano, Texas 75093                      Suite 100
                                             Plano, Texas 75093

          15. Governing Law.  This Agreement shall be
     governed by and construed  under  the  laws  of  the
     State  of  Texas,  and  all obligations  of the
     parties created hereunder are performable  in the
     State of Texas.

          16. Parties Bound.  This Agreement shall be
     binding upon and shall  inure  to  the  benefit of
     the parties  hereto  and  their respective
     successors and assigns.

          17. Legal Construction.  In the event any one
     or more of the provisions  contained herein shall
     for any reason be held  to  be invalid, illegal,  or
     unenforceable  in   any   respect, the
     invalidity, illegality or unenforceability shall not
     affect  any other  provision hereof and this
     Agreement shall be construed  as if  such  invalid,
     illegal or unenforceable provision  had  never been
     contained herein.

          18.  Prior Agreements.  This Agreement
     constitutes the sole and  only  agreement of the
     parties hereto with  respect  to  the subject matter
     hereof, and supersedes any prior understandings or
     written  or  oral  agreement between the parties
     respecting  the within subject matter.

          19.  Attorney's Fees.  If any action at law or
     in  equity, including an action for declaratory
     relief, is brought to enforce or  interpret  the
     provisions of this Agreement,  the  prevailing party
     shall  be  entitled to recover reasonable attorneys'
     fees from  the other party, which fees may be set by
     the court in  the trial  of  such  action or may be
     enforced in a  separate  action brought for that
     purpose, and which fees shall be in addition  to any
     other relief which may be awarded.

          20.  Time  of  Essence.  Time is  of  the
     essence  in  the performance of obligations set
     forth in this Agreement.

          21.  Counterpart Execution  This Agreement may
     be  executed concurrently in one or more
     counterparts, each of which shall  be deemed      an
     original, but all of which together shall
     constitute
     one and the same instrument.

          22.  Assignment.  Notwithstanding anything to
     the  contrary neither  Manager  nor Owner shall have
     the right  to  assign,  in whole  or  in  part, any
     of their respective rights,  duties  and obligations
     under this Agreement.

          23. Amendment.  This Agreement may not be
     modified, amended or  altered except by an agreement
     in writing signed by Owner and Manager.

          EXECUTED  to be effective for all purposes as
     of  the  date first written here in above.

          Owner:
     American Republic Realty Fund 1
     6210 Campbell Road
     Suite 140
     Plano, Texas 75093

          By:   Robert J. Werra, General Partner


               Robert J. Werra

                      UNIVESCO INC.

          By:
               David Bower, Senior Vice President


     Management Agreement
     by and between


     American republic Realty Fund 1


     as "Owner"

     UNIVESCO INC. as "Manager"

     Date:          , 19