<PAGE>

                                                                    Exhibit 10.3
                                                                    ------------

                             AMENDED AND RESTATED
                  PROPERTY MANAGEMENT AND ADVISORY AGREEMENT
                                    BETWEEN
                           AMERIVEST PROPERTIES INC.
                                      AND
                         SHERIDAN REALTY ADVISORS, LLC

     THIS AGREEMENT originally dated as of December 22, 1999 and revised and
restated as of March 12, 2001, between AmeriVest Properties Inc., a Maryland
corporation (the "Company") and Sheridan Realty Advisors, LLC, a Colorado
limited liability company (the "Advisor")

                             W I T N E S S E T H:

     WHEREAS, the Company owns certain real estate, including office and self-
storage assets; and

     WHEREAS; the Company is qualified as a real estate investment trust as
defined in the Internal Revenue Code of 1986, as the same may be amended or
modified from time to time (which, together with any regulations and rulings
issued from time to time thereunder is hereinafter called the "Code"), and
invests its funds in investments permitted for a real estate investment trust;
and

     WHEREAS, the individuals associated with the Advisor have extensive
experience in the acquisition, operation, management, administration and
disposition of real estate assets and in real estate capital markets; and

     WHEREAS; the Board of the Directors of the Company decided on November 12,
1999 that it was in the Company's best interests to pursue an arrangement to
avail itself of the experience, sources of information, advice and assistance of
the Advisor and to have the Advisor perform the duties and responsibilities
hereinafter set forth, on behalf of and subject to the supervision of the
directors of the Company (the "Directors"), as provided herein; and

     NOW THEREFORE, in consideration of the premises and of the mutual covenants
herein contained, the parties agree as follows:

     1.   Duties of the Advisor. Subject to the supervision of the Directors,
          ---------------------
the Advisor will be responsible for the day-to-day operations of the Company
and, subject to Section 17 hereof, shall provide such services and activities
relating to the assets, operations and business plan of the Company as may be
appropriate, including:

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          1.1  preparing and submitting an annual budget and business plan for
approval by the Directors (the "Business Plan");

          1.2  using its best efforts to present to the Company for approval by
the Directors, a continuing and suitable investment program consistent with the
investment policies and objectives of the Company as set forth in the Business
Plan;

          1.3  using its best efforts to present to the Company investment
opportunities consistent with the Business Plan and such investment program as
the Directors may adopt from time to time;

          1.4  furnishing or obtaining and supervising the performance of the
ministerial functions in connection with the administration of the day-to-day
operations of the Company as delegated by the President of the Company or the
Directors, including the investment of reserve funds and surplus cash in short-
term money market investments;

          1.5  serving as the Company's investment and financial advisor and
providing research, economic, and statistical data in connection with the
Company's investments and investment and financial policies;

          1.6  on behalf of the Company, investigating, selecting and conducting
relations with borrowers, lenders, mortgagors, brokers, investors, builders,
developers and others; provided however, that the Advisor shall not retain on
the Company's behalf any consultants or third party professionals, other than
legal counsel, without prior approval of the Directors;

          1.7  consulting with the Directors and furnishing the Directors with
advice and recommendations with respect to the making, acquiring (by purchase,
investment, exchange, or otherwise), holding, and disposition (through sale,
exchange, or otherwise) of investments consistent with the Business Plan of the
Company;

          1.8  performing all financial and internal accounting functions for
the Company, including retaining such pre-approved outside services as may be
required in acquiring and disposing of investments;

          1.9  providing all property management services for each real property
listed on Exhibit A hereto ("Managed Properties"), which exhibit may be updated
          ---------
from time to time to add or delete properties at the discretion of the
Directors.  Such services shall include all normal and customary services
necessary to manage, operate and maintain the properties in a manner consistent
with past Company management including: the employment and discharge of
employees and contractors; preparation of budgets; collection of receivables;
leasing, including the hiring and supervising brokers; supervising all repairs,
decorations, non-capital improvements and operating activities; obtaining,
reviewing and, if requested, paying all property taxes and loan payments;
complying with all agreements affecting the properties; paying all expenses from
the

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operating account for the properties; maintaining all records; administering
a tenant relations program; and maintaining appropriate financial books and
records for each property;

          1.10 advising the Company in connection with public or private sales
of shares or other securities of the Company, or loans to the Company, but in no
event in such a way that the Advisor could be deemed to be acting as a broker
dealer or underwriter;

          1.11 monthly and at any other time requested by the Directors, making
reports to the Directors regarding the Company's performance to date in relation
to the Company's approved Business Plan and its various components, as well as
the Advisor's performance of the foregoing services;

          1.12 assisting in preparation of reports and other documents necessary
to satisfy the reporting and other requirements of any governmental bodies or
agencies and to maintain effective communications with stockholders of the
Company;

          1.13 doing all things necessary to ensure its ability to render the
services contemplated herein, including providing office space, office
furnishings and personnel necessary for the performance of the foregoing
services as Advisor, all at its own expense, except as otherwise expressly
provided for herein; and

          1.14 supervising and managing remodeling, refurbishment, construction
or other capital projects in connection with the Managed Properties

     2.   No Partnership or Joint Venture.   The Company and the Advisor are not
          -------------------------------
partners or joint venturers with each other, and nothing herein shall be
construed so as to make them such partners or joint venturers or impose any
liability as such on either of them.

     3.   Records.
          -------

          3.1  Advisor Records and Reports.  At all times, the Advisor shall
               ---------------------------
keep proper books of account and records of the Company's affairs which shall be
accessible for inspection by the Company at any time during ordinary business
hours, and copies of which shall be provided to the Company with respect to each
quarter within 60 days after the end of each quarter.  These books of account
and records are deemed to be the property of the Company.  The Advisor will be
entitled to keep copies for all periods for which this Agreement is in effect.

          3.2  Property Records and Reports.
               ----------------------------

               3.2.1  Books and Records.  Advisor shall also maintain adequate
                      -----------------
and separate books and records for the Managed Properties in accordance with
generally accepted accounting principles, and on an accrual basis, which shall
be supported by

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sufficient documentation to ascertain that said entries are properly and
accurately recorded and as may be reasonably requested by the Company. The
Advisor shall maintain such control over accounting and financial transactions
as is reasonably required to protect Company's assets from theft, error or
fraudulent activity.

               3.2.2  Operating Reports.  Advisor shall maintain and make
                      -----------------
available to the Company,  monthly operating reports for each Managed Property
of all transactions occurring from the first day of the prior month to the last
day of the prior month on or before the 25/th/ of the following month.  These
reports must show all collections, delinquencies, uncollectible items,
vacancies, and other matters pertaining to the management, operation, and
maintenance of the Managed Properties during the month.  The reports shall
include a comparison of monthly and year-to-date actual income and expense with
the approved operating budget for each Managed Property.

     4.   Additional Obligations of the Advisor.  The Advisor shall refrain from
          -------------------------------------
any action (including, without limitation, furnishing or rendering services to
tenants of property or managing or operating real property) that would (a)
adversely affect the status of the Company as a real estate investment trust, as
defined and limited in Sections 856-860 of the Internal Revenue Code, (b)
violate any law, rule, regulation, or statement of policy of any governmental
body or agency having jurisdiction over the Company or over its securities, (c)
cause the Company to be required to register as an investment company under the
Investment Company Act of 1940, or (d) otherwise not be permitted by the
Articles of Incorporation of the Company.

     5.   Bank Accounts.  The Advisor may establish and maintain one or more
          -------------
bank accounts in its own name, and may collect and deposit into any such account
or accounts, and disburse from any such account or accounts, any money on behalf
of the Company, under such terms and conditions as the Directors may approve,
provided that no funds in any such account shall be commingled with funds of the
Advisor; and the Advisor shall, as requested by the Directors from time to time,
but no less often than quarterly, render appropriate accounting of such
collections and payments to the Directors and to the auditors of the Company.

     6.   Bond.  The Advisor shall maintain a fidelity bond with a responsible
          ----
surety company in such amount as may be required by the Directors from time to
time, covering all directors, officers, employees, and agents of the Advisor
handling funds of the Company and any investment documents or records pertaining
to investments of the Company. Such bond shall inure to the benefit of the
Company in respect to losses of any such property from acts of such directors,
officers, employees, and agents through theft, embezzlement, fraud, negligence,
error, or omission or otherwise, the premium for said bond to be at the expense
of the Company.

     7.   Information Furnished to Advisor.  The Directors shall have the right
          --------------------------------
to change the Business Plan at any time, effective upon receipt by the Advisor
of notice of such change. The Company shall furnish the Advisor with all
financial statements, including a signed copy of each report prepared by
independent certified public

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accountants, and such other information with regard to the Company's affairs as
the Advisor may from time to time reasonably request.

     8.   Consultation and Advice.  In addition to the services described above,
          -----------------------
the Advisor shall consult with the Directors, and shall, at the request of the
Directors or the officers of the Company, furnish advice and recommendations
with respect to any aspect of the business and affairs of the Company, including
any factors that in the Advisor's best judgment should influence the policies of
the Company.

     9.   Annual Business Plan and Budget.  No later than December 25th of each
          -------------------------------
year, the Advisor shall submit to the Directors a written Business Plan for the
upcoming Fiscal Year of the Company. Such Business Plan shall include a twelve-
month forecast of operations and cash flow with explicit assumptions and a
general plan for asset sales or acquisitions, lending, foreclosure and borrowing
activity, other investments or ventures and proposed securities offerings or
repurchases or any proposed restructuring of the Company. To the extent
possible, the Business Plan shall set forth the Advisor's recommendations and
the basis therefor with respect to all material investments of the Company. Upon
approval, including any modifications, by the Board of Directors, the Advisor
shall be authorized to conduct the business of the Company in accordance with
the explicit provisions of the Business Plan, specifically including the
borrowing, leasing, maintenance, capital improvements, renovations and sale of
investments set forth in the Business Plan. Any transaction or investment not
explicitly provided for in the approved Business Plan shall require the prior
approval of the Board of Directors unless made pursuant to authority expressly
delegated to the Advisor. Within sixty (60) days of the end of each calendar
quarter, the Advisor shall provide the Board of Directors with a report
comparing the Company's actual performance for such quarter against the Business
Plan.

     10.  Compensation of Advisor.  For services rendered under this Agreement,
          -----------------------
the Advisor shall receive the following compensation:

          10.1 Administrative Fee.  A monthly fee of $15,800, which shall
               ------------------
increase annually by five percent (5%).  Out of this fee, the Advisor shall pay
all currently budgeted administrative expenses of the Company except for the
following expenses which shall remain obligations of the Company:  insurance;
accounting fees; legal fees; consulting fees; computer expenses; moving
expenses; contract labor; director's fees; transfer agent fees; regulatory fees
(SEC, AMEX, and NAREIT); SEC reporting expenses; penalties; income and franchise
taxes; interest and depreciation and amortization expense.

          10.2 Property Management and Accounting Fee.  A property management
               --------------------------------------
and accounting fee equal to five percent (5%) of the gross collected rents
received by the Company from the Managed Properties, such gross rents to exclude
interest income and insurance proceeds and to include all fixed rents,
percentage rents, additional rents, operating expense and tax escalations, and
any other charges paid to the Company in connection with the occupancy of a
Managed Property.  In the event the

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<PAGE>

Advisor retains a sub-manager to perform on-site direct property management
duties for a particular Managed Property, the Advisor's property management and
accounting fee shall be reduced by the amount paid to the sub-manager and the
Advisor shall continue to have the same ultimate responsibilities under this
Agreement. Together, the property management and accounting fees may not exceed
five percent (5%) without approval of the Directors.

          10.3 Advisory Fee.  A one-time advisory fee equal to five percent (5%)
               ------------
of the Equity Value (defined below) of all real property acquired or long-term
leased by the Company during the term of the Agreement.  Payment of the Advisory
Fee is intended to cover overhead expenses of the Advisor not covered by the
Administrative fee and is subject to certain limitations on the operating
expenses of the Advisor as set forth below.

          10.4 Capital Project Fee.  A supervision and project management fee
               -------------------
equal to three percent (3%) of the total cost of all capital projects in excess
of $100,000 and approved by the Company, with respect to projects commenced by
the Company after September 1, 2000.

     11.  Incentive Compensation. As additional compensation for its services,
          ----------------------
Advisor shall receive an incentive fee consisting of 750,000 common stock
purchase warrants ("Incentive Warrants") exercisable at $5 per share with a term
of five (5) years. The warrants shall be issued as of the date of this Agreement
and 225,000 Incentive Warrants shall vest immediately.  The balance of 525,000
Incentive Warrants shall vest and become exercisable only as follows:

          11.1 Upon completion of an acquisition, purchase or long-term lease of
real property by the Company, the remaining Incentive Warrants shall vest in an
amount equal to 2.1% of the Equity Value of the Property acquired.  "Equity
Value" of a property is equal to the acquisition price of the property
(including expenses of purchase) less any mortgage debt assumed or incurred in
connection with the acquisition plus any capital expenditures and lease-up costs
incurred in connection with the property during the first 12 months of
ownership.  Any cash proceeds from the sale or refinancing of assets owned by
the Company and excess cash flow generated by assets owned by the Company that
is received by the Company subsequent to January 1, 2000 and that has not been
previously deducted from the acquisition price in a prior determination of
Equity Value shall also be deducted from the acquisition price as part of the
calculation of Equity Value.  The total amount of Equity Value of real property
subject to incentive compensation under this Agreement shall not exceed $25
million.

          11.2 Upon issuance, Incentive Warrants shall be issued to the Advisor
for distribution to members and employees of the Advisor in accordance with the
Warrant Distribution Schedule approved by the Company.  This Warrant
Distribution Schedule may be reasonably adjusted from time to time by the
Advisor, with approval of the Directors.  All members and employees of the
Advisor who are scheduled to receive Incentive Warrants shall execute a Buy-Sell
Agreement with the Advisor which contains

                                       6
<PAGE>

a vesting schedule and provides for the disposition of the Incentive Warrants in
a manner reasonably acceptable to the Company in the event of the death,
retirement or termination of the member or employee.

          11.3 Notwithstanding the vesting schedule, the warrants shall not be
exercisable by the holders until January 1, 2003.

          11.4 Issuance of Incentive Warrants is subject to all applicable rules
of the Securities and Exchange Commission and the National Association of
Securities Dealers or the American Stock Exchange, as applicable.  The Company
and the Advisor agree to cooperate with each other as may be required to obtain
all approvals as may be necessary to complete the issuance of Incentive Warrants
under this Agreement, including the approval of shareholders of the Company as
may be required.  The failure to obtain shareholder approval for the issuance of
Incentive Warrants shall not invalidate any other provisions of this Agreement.

     12.  Statements. The Advisor shall furnish to the Company not later than 30
          ----------
days after the end of each calendar quarter, a statement showing the computation
of the fees, if any, payable with respect to the preceding calendar quarter (or,
in the case of incentive compensation, for the preceding Fiscal Year, as
appropriate) under this Agreement. The final settlement of incentive
compensation for each Fiscal Year shall be subject to adjustment in accordance
with, and upon completion of, the annual audit of the Company's financial
statements; any payment by the Company or repayment by the Advisor that shall be
indicated to be necessary in accordance therewith shall be made promptly after
the completion of such audit and shall be reflected in the audited statements to
be published by the Company.

     13.  Compensation for Additional Services. If and to the extent that the
          ------------------------------------
Directors shall request the Advisor or any director, officer, partner, or
employee of the Advisor to render services for the Company other than those
required to be rendered by the Advisor hereunder, such additional services, if
performed, will be compensated separately on terms to be agreed upon between
such party and the Company in advance of the performance of such services.

     14.  Expenses of the Advisor. Without regard to the amount of compensation
          -----------------------
or reimbursement received hereunder by the Advisor, the Advisor shall bear the
following expenses:

          14.1 employment expenses of the personnel employed by the Advisor
(including Directors, officers, and employees of the Company who are directors,
officers, or employees of the Advisor or of any company that controls, is
controlled by, or is under common control with the Advisor), including, but not
limited to, fees, salaries, wages, payroll taxes, travel expenses, and the cost
of employee benefit plans and temporary help expenses;

                                       7
<PAGE>

          14.2 advertising and promotional expenses incurred in seeking
investments for the Company;

          14.3 rent, telephone, utilities, office furniture and furnishings, and
other office expenses of the Advisor and the Company, except as any of such
expenses relates to an office maintained by the Company separate from the office
of the Advisor; and

          14.4 miscellaneous administrative expenses relating to performance by
the Advisor of its functions hereunder.

     15.  Expenses of the Company. The Company shall pay all of its expenses not
          -----------------------
assumed by the Advisor and, without limiting the generality of the foregoing, it
is specifically agreed that the following expenses of the Company shall be paid
by the Company and shall not be paid by the Advisor:

          15.1 the cost of money borrowed by the Company;

          15.2 income taxes, taxes and assessments on real property, and all
other taxes applicable to the Company;

          15.3 legal, auditing, accounting, underwriting, brokerage, listing,
registration and other fees, printing, and engraving and other expenses, and
taxes incurred in connection with the issuance, distribution, transfer,
registration, and stock exchange listing of the Company's securities;

          15.4 fees, salaries, and expenses paid to officers and employees of
the Company who are not directors, officers or employees of the Advisor, or of
any company that controls, is controlled by, or is under common control with the
Advisor or who are not otherwise paid by the Advisor on behalf of the Company;

          15.5 expenses directly connected with the acquisition, disposition,
and ownership of real estate equity interests or other property (including the
costs of foreclosure, insurance, legal, protective, brokerage, maintenance,
repair, and property improvement services) and including, if approved in advance
by the Board of Directors, all compensation, traveling expenses, and other
direct costs associated with third parties engaged in (i) real estate
transaction legal services, (ii) internal auditing, and (iii) foreclosure and
other mortgage finance services, if not otherwise covered by the Advisory Fee;

          15.6 insurance, as required by the Directors (including directors'
liability insurance);

          15.7 the out-of-pocket expenses incurred to third parties of
organizing, revising, amending, converting, modifying, or terminating the
Company;

          15.8 expenses connected with payments of dividends or interest or

                                       8
<PAGE>

distributions in cash or any other form made or caused to be made by the
Directors to holders of securities of the Company;

          15.9   transfer agent's, registrar's, and indenture trustee's fees and
charges;

          15.10  legal, accounting, investment banking, and auditing and tax
preparation fees and expenses charged by independent parties performing these
services not otherwise included in clauses 15.3 and 15.5 of this Section;

          15.11  out-of-pocket expenses paid to third parties and incurred by
the Advisor, arising from the sales of Company properties;

          15.12  costs and expenses connected with computer enhancements or
consulting services, including but not limited to outside personnel
compensation, hardware and software costs, and related development and
installation costs associated therewith;

          15.13  costs and expenses associated with risk management (i.e.
insurance relating to the Company's assets);

          15.14  loan refinancing compensation paid to third parties (not
affiliated with the Advisor); and

          15.15  expenses approved in advance associated with special services
requested by the Directors pursuant to Section 14 hereof.

     16.  Other Activities of Advisor. The Advisor, its officers, directors, or
          ---------------------------
employees or any of its Affiliates may engage in other business activities
related to real estate investments or act as advisor to any other person or
entity (including another real estate investment trust), including those with
investment policies similar to the Company, provided that the Advisor and its
officers, directors, or employees and any of its Affiliates shall present in
writing to the Company on a right of first refusal basis any real estate
investment opportunity that comes to the Advisor or such persons, regardless of
whether such opportunity is in accordance with the Company's Business Plan.

     17.  Limitation on Advisory Fee. To the extent that the Advisory Fee
          --------------------------
during the initial term of this Agreement exceeds the budget submitted by the
Advisor and contained in the Business Plan ("Approved Budget"), the Advisor
shall refund such excess fees to the Company.  For purposes of calculating the
Approved Budget, the parties shall include the expenses of the Advisor from
September 1, 1999.

     18.  Term; Termination of Agreement. This Agreement shall commence
          ------------------------------
effective as of January 1, 2000 (the "Effective Date") and shall continue in
force until December 31, 2003, and, thereafter, it may be renewed from year to
year, subject to any required approval of the Stockholders of the Company, by
the approval of a majority of

                                       9
<PAGE>

the Directors who are not affiliated with the Advisors. This Agreement may be
terminated for any reason without penalty upon 120 days' written notice by the
Company to the Advisor by the vote of a majority of the Directors who are not
Affiliates of the Advisor or by the vote of holders of a majority of the
outstanding shares of the Company. Notwithstanding the foregoing, however, in
the event of any material change in the ownership, control, or management of the
Advisor, the Company may terminate this Agreement without penalty and without
advance notice to the Advisor. Resignation of either William T. Atkins or
Charles K. Knight from the Advisor without prior approval of the Company shall
be deemed a material change in control. If the Company desires to renew after
the initial term or after the first one-year renewal following the initial term
and the Advisor does not agree to renew or cannot renew (because both of William
Atkins and Charles Knight are not willing to renew or for any other reason),
then for the 30-day period following the first 30-day period after termination
of this Agreement, the Company will have the right to acquire all the
outstanding Incentive Warrants at a price equal to the greater of (a) the
amount, if any, by which the "Thirty Day Average Price", as defined below,
exceeds the exercise price of the Incentive Warrants, and (b) $.001 per
Incentive Warrant. The Company may effect a purchase of Incentive Warrants by
delivering to the Warrant Holder a notice of repurchase together with a check or
money order for the amount of payment. As used in this paragraph, the term
"Thirty Day Average Price" means the weighted average sale price for the
Company's common stock during the entire 30-day period following termination of
this Agreement.

     19.  Option to Acquire Advisor on Termination of Agreement.  Upon
          -----------------------------------------------------
termination of this Agreement, the Company shall have a right to acquire the
business of Advisor through stock purchase, asset purchase or otherwise for the
sum of One Hundred Dollars ($100) plus all unpaid Advisory fees and to continue
the business of Advisor as it relates to assets of the Company.  Upon the
Company's election to acquire the business of Advisor, Advisor and Advisor's
employees shall cooperate with the Company in transferring the business
operations of Advisor to the Company.

     20.  Change of Control   If there occurs a "Change in Control", as defined
          -----------------
below, and this Agreement is terminated within 90 days after the occurrence of
the Change in Control other than in the manner specified in Section 18 above,
then all Incentive Warrants shall become exercisable immediately upon that
termination of this Agreement and the Company shall pay to Advisor within 30
days after that termination all cash compensation owed by the Company to the
Advisor through the date of termination plus an amount equal to the excess of
all costs, liabilities and expenses incurred by Advisor in the performance of
its obligations pursuant to this Agreement since the commencement of this
Agreement over all compensation and reimbursement received by Advisor pursuant
to this Agreement.  For purposes of this Section 20, a Change in Control shall
mean that the individuals who, as of the Effective Date, are members of the
Board (the "Incumbent Board"), cease for any reason to constitute at least a
majority of the Board; provided however, that if the election, or nomination for
election by the Company's stockholders, of any new director was approved by a
vote of at least a majority of the then Incumbent Board, such new director
shall, for purposes of this Section 20, be considered as a member of the
Incumbent Board; provided further

                                       10
<PAGE>

however, that no individual shall be considered a member of the Incumbent Board
if such individual initially assumed office as a result of either an actual or
threatened "Election Contest" (as described in Rule 14a-11 promulgated under the
1934 Act) or other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board (a "Proxy Contest") including by
reason of any agreement intended to avoid or settle any Election Contest or
Proxy Contest, and provided further that the replacement of a Director who is an
Affiliate of Advisor by another director who is an Affiliate of Advisor shall
not be considered in determining whether there has been a change in the number
of Incumbent Directors leading to a possible Change in Control.

     21.  Amendments. This Agreement shall not be changed, modified, terminated
          ----------
or discharged in whole or in part except by an instrument in writing signed by
both parties hereto, or their respective successors or assigns, or otherwise as
provided herein.

     22.  Assignment. This Agreement shall not be assigned by the Advisor
          ----------
without the prior consent of the Company. The Company may terminate this
Agreement in the event of its assignment by the Advisor without the prior
consent of the Company. Such an assignment or any other assignment of this
Agreement shall bind the assignee hereunder in the same manner as the Advisor is
bound hereunder. This Agreement shall not be assignable by the Company without
the consent of the Advisor, except in the case of assignment by the Company to a
corporation, association, trust, or other organization that is a successor to
the Company. Such successor shall be bound hereunder and by the terms of said
assignment in the same manner as the Company is bound hereunder.

     23.  Default, Bankruptcy, Etc.. At the option solely of the Directors, this
          ------------------------
Agreement shall be and become terminated immediately upon written notice of
termination from the Directors to the Advisor if any of the following events
shall occur:

          23.1 If the Advisor shall violate any provision of this Agreement,
and after notice of such violation shall not cure such default within 30 days;
or

          23.2 If the Advisor shall be adjudged bankrupt or insolvent by a court
of competent jurisdiction, or an order shall be made by a court of competent
jurisdiction for the appointment of a receiver, liquidator, or trustee of the
Advisor or of all or substantially all of its property by reason of the
foregoing, or approving any petition filed against the Advisor for its
reorganization, and such adjudication or order shall remain in force or unstayed
for a period of 30 days; or

          23.3 If the Advisor shall institute proceedings for voluntary
bankruptcy or shall file a petition seeking reorganization under the Federal
bankruptcy laws, or for relief under any law for the relief of debtors, or shall
consent to the appointment of a receiver of itself or of all or substantially
all its property, or shall make a general assignment for the benefit of its
creditors, or shall admit in writing its inability to pay its debts generally,
as they become due.

                                       11
<PAGE>

     The Advisor agrees that if any of the events specified in subsections 23.2
and 23.3 of this Section 23 shall occur, it will give written notice thereof to
the Directors within seven days after the occurrence of such event.

     24.  Action Upon Termination. From and after the effective date of
          -----------------------
termination of this Agreement, pursuant to Sections 19, 22 or 23 hereof, the
Advisor shall not be entitled to compensation for further services hereunder but
shall be paid all compensation accruing to the date of termination based on the
Equity Value of all properties and cash proceeds not yet invested as of the
termination Date.  In addition to any obligations hereunder that may have
accrued as of the effective date of termination (such as the obligations to
provide reports for prior months), the Advisor shall forthwith upon such
termination:

          24.1  pay over to the Company all monies collected and held for the
account of the Company pursuant to this Agreement;

          24.2  deliver to the Directors a full accounting, including a
statement showing all payments collected by it and a statement of any monies
held by it, covering the period following the date of the last accounting
furnished to the Directors;

          24.3  deliver to the Directors all property and documents of the
Company then in the custody of the Advisor; and

          24.4  cooperate with the Company and take all reasonable additional
steps requested to assist the Company in making an orderly transition of the
advisory, accounting and property management functions.

     25.  Miscellaneous. The Advisor shall be deemed to be in a fiduciary
          -------------
relationship to the shareholders of the Company. The Advisor assumes no
responsibility under this Agreement other than to render the services called for
hereunder in good faith, and shall not be responsible for any action of the
Directors in following or declining to follow any advice or recommendations of
the Advisor. Neither the Advisor nor any of its shareholders, directors,
officers, or employees shall be liable to the Company, the Directors, the
holders of securities of the Company or to any successor or assign of the
Company for any losses arising from the operation of the Company if the Advisor
had determined, in good faith, that the course of conduct which caused the loss
or liability was in the best interests of the Company and the liability or loss
was not the result of negligence or misconduct by the Advisor. However, in no
event will the directors, officers or employees of the Advisor be personally
liable for any act or failure to act unless it was the result of such person's
willful misfeasance, bad faith, gross negligence or reckless disregard of duty.

     26.  Notices. Any notice, report, or other communication required or
          -------
permitted to be given hereunder shall be in writing unless some other method of
giving such notice, report, or other communication is accepted by the party to
whom it is given, and shall be given by being delivered at the following
addresses of the parties hereto:

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<PAGE>

     to the Directors and/or the Company:

          AmeriVest Properties Inc.
          1780 South Bellaire Street, Suite 515
          Denver, CO 80222
          Attn: William Atkins, Chief Executive Officer

     to the Advisor:

          Sheridan Realty Advisors, LLC
          1780 South Bellaire Street, Suite 515
          Denver, CO 80222
          Attn: Charles K. Knight, President

     Either party may at any time give notice in writing to the other party of a
change of its address for the purpose of this Section 25.

     27.  Headings. The section headings hereof have been inserted for
          --------
convenience of reference only and shall not be construed to affect the meaning,
construction, or effect of this Agreement.

     28.  Governing Law. This Agreement has been prepared, negotiated and
          -------------
executed in the State of Colorado. The provisions of this Agreement shall be
construed and interpreted in accordance with the laws of the State of Colorado
applicable to agreements made and to be performed entirely in the State of
Colorado.

     29.  Execution. This instrument is executed and made on behalf of the
          ---------
Company by an officer of the Company, not individually but solely as an officer,
and the obligations under this Agreement are not binding upon, nor shall resort
be had to the private property of, any of the Directors, stockholders, officers,
employees, or agents of the Company personally, but bind only the Company
property.

REALTY ADVISORS, LLC., by their duly authorized officers, have signed these
presents all as of the day and year first above written.

                               AMERIVEST PROPERTIES INC.

                               By: /s/ William Atkins
                                   ----------------------------------------
                                    William Atkins, Chief Executive Officer

                               SHERIDAN REALTY ADVISORS, LLC.

                               By: /s/ Charles K. Knight
                                   ----------------------------------------
                                    Charles K. Knight, President

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