Exhibit 10.4


 


ASSET PURCHASE AGREEMENT


 


THIS ASSET PURCHASE AGREEMENT, dated January 25,
2006 (the “Agreement’) is entered
into by and between AmeriVest Properties Inc., a Maryland corporation, having
its principal place of business at 1780 Bellaire Street, Denver, Colorado (the “Company”) and William T. Atkins (“Buyer”).


 


RECITALS


 


The
Company desires to sell, and the Buyer desires to purchase, that certain life
insurance policy issued by Northwestern Mutual Financial Network owned by the
Company (the “Policy”).


 


AGREEMENT


 


NOW, THEREFORE, IN
CONSIDERATION of the mutual promises and covenants contained herein,
the parties agree as follows:


 


1.                                      Purchase and
Sale.  The Company shall sell,
assign, transfer and deliver to Buyer and Buyer shall purchase and accept, as
of the date first set forth above, all right, title, and interest in the
Policy.


 


2.                                      Purchase
Price, Payment of Purchase Price.  The
purchase price for the Policy shall be Three Hundred Twenty Four Thousand Eight
Hundred Ninety Two Dollars and Fifty-Eight Cents ($324,892.58) (the “Purchase Price”), which Purchase Price
represents the cash value of the Policy as of the date hereof.  The Purchase Price shall be paid by check or
as otherwise agreed to by the parties.


 


3.                                      Assumption of
Liabilities.  On and subject to
the terms and conditions of this Agreement, the Company shall transfer to
Buyer, and Buyer shall assume and discharge or perform when due in accordance
with the terms thereof, all of the liabilities arising under the Policy,
including but not limited to, payment of Policy premiums henceforward from the
date of this Agreement.


 


4.                                      General
Provisions.


 


a.                                       Entire
Agreement.  This Agreement
contains the entire understanding of the parties with regard to the subject
matter hereof and no warranties, representations, promises or agreements have
been made between the parties other than as expressly herein set forth, and
neither the Company nor Buyer shall be bound by any warranties,
representations, promises or agreements not set forth herein.  This Agreement supersedes any previous
agreement or understanding and cannot be modified except in writing by all of
the parties hereto.


 


b.                                       Binding
Effect, Assignment.  This
Agreement shall be binding upon and inure to the benefit of the Company, Buyer
and each of their respective representatives, successors, and permitted
assigns, in accordance with the terms of this Agreement.  This


 

















 


Agreement shall not be
assignable by either party without the prior written consent of the other
party.


 


c.                                       Severability.  In the event that any of the provisions,
or portions thereof, of this Agreement are held to be unenforceable or invalid
by any court or tribunal of competent jurisdiction, the validity and
enforceability of the remaining provisions, or portions thereof, shall not be
affected thereby and effect shall be given to the intent manifested by the
provisions, or portions thereof, held to be enforceable and valid.


 


d.                                       Governing Law.  This
Agreement shall be governed by and construed under the laws of the State of
Colorado without regards to its conflicts of law principles.


 


e.                                       Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed an
original but all of which counterparts collectively shall constitute one
instrument.  Signatures may be exchanged
by facsimile, with original signatures to follow.  Each party to this Agreement agrees to be
bound by its own facsimile signature and that it accepts the facsimile
signature of the other party hereto.


 


[Signature page follows.]


 


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IN WITNESS WHEREOF, the parties have caused
this Agreement to be executed as of the date first written above.


 


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  AMERIVEST
  PROPERTIES INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Charles K.
  Knight

  	
   

  
	
   

  	
  By:

  	
  Charles K.
  Knight

  
	
   

  	
  Title:

  	
  President and
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BUYER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ William T.
  Atkins

  	
   

  
	
   

  	
  William T.
  Atkins

  
					



 


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EXHIBIT A


 


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