REVOLVING LINE OF CREDIT AGREEMENT



     This Revolving Line Of Credit Agreement (the "Agreement") is made and

entered into as of the 13th day of June 2001 (the "Effective Date") between

AmeriVest Properties Inc., a Maryland corporation ("AmeriVest"), and Sheridan

Investments, LLC, a Colorado limited liability company ("Sheridan Investments").

For purposes of this Agreement, each of AmeriVest and Sheridan Investments may

be referred to individually as a "Party" and both AmeriVest and Sheridan

Investments may be referred to together as the "Parties".



                                    Recitals

                                    --------



     A.  Sheridan Investments has agreed to make advances and to extend credit

to AmeriVest up to a maximum principal amount of U.S. $500,000 (the "Loan").



     B.  AmeriVest desires to borrow amounts from Sheridan Investments and has

agreed to repay those amounts and accrued interest and other amounts according

to the terms and conditions of this Agreement.



                                   Agreement

                                   ---------



     In consideration of the premises and mutual covenants contained in this

Agreement, the Parties agree as follows:



     1.  Loan.

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          (a) Sheridan Investments will loan money to AmeriVest pursuant to the

terms and conditions set forth in this Agreement, including the Promissory Note

(the "Note") attached to and made part of this Agreement as Exhibit A.  This

Agreement and the Promissory Note may be referred to together in this Agreement

as the "Loan Documents".  During the term of this Agreement, Sheridan

Investments shall from time to time upon AmeriVest's request make an advance and

loan (an "Advance") to AmeriVest up to an aggregate outstanding principal amount

of all Advances equal to U.S. $500,000 (the "Maximum Loan Amount").  Repayment

of the Advances and all other amounts included in the Loan shall be made

pursuant to the terms of the Note.  At the time of each Advance pursuant to this

Agreement, Sheridan Investments shall annotate the Note to indicate the amount

of the Advance and the date of the Advance.



     2.  No Security or Guarantees.  The repayment of the Loan and all amounts

that become due and payable to Sheridan Investments pursuant to either Loan

Document (the "Obligations") shall not be secured or guaranteed.



     3.  AmeriVest's Warranties.  AmeriVest represents and warrants to Sheridan

Investments as follows:  (a) AmeriVest has full power and authority to execute

this Agreement and all the Loan Documents; (b) AmeriVest is duly organized and

in good standing under the laws of the State of Maryland; and (c) AmeriVest has

full authority and power to own its properties and to operate its business as

now conducted.



     4.  Condition Precedent To The Loan.  The obligation of Sheridan

Investments to make any Advance is subject to the satisfaction of the following

conditions precedent:



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          (a) AmeriVest shall have duly authorized, executed and delivered this

Agreement and the Note to Sheridan Investments on or before the Effective Date;



          (b) (i) The representations and warranties of AmeriVest contained in

Section 3 of this Agreement and in the Note shall be true and correct on the

Effective Date and as of the date (the "Advance Date") on which each Advance is

to be made; (ii) no Event Of Default shall have occurred and be continuing on

the Effective Date or any Advance Date either before or after giving effect to

the making of that Advance or any subsequent Advance; and (iii) no events or

state of affairs which could reasonably be expected to result (or has resulted)

in a "Material Adverse Effect" (as defined below) on AmeriVest and its

subsidiaries, if any, shall have occurred since January 1, 2001.  For purposes

of this Agreement, a Material Adverse Effect means (A) a material adverse effect

on the business, assets, operations or condition (financial or otherwise) or

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