EXHIBIT 10.3


 


CONSULTING
AGREEMENT


 


This Consulting
Agreement is made and entered into as of December 31, 2003, between
AMERIVEST PROPERTIES INC., a Maryland corporation (the “Company”), and
ALEXANDER S. HEWITT (“Hewitt”).


 


RECITALS


 


A.                                   Hewitt
is presently serving the Company as its Secretary and as an employee.  Hewitt has indicated that he plans to resign
as Secretary and to cease being an employee effective January 1, 2004.


 


B.                                     The
Board desires that Hewitt become a director of the Company and that he be
retained as a consultant to the Company. 
Hewitt has agreed to serve the Company as a consultant in the manner
provided in this Agreement.


 


AGREEMENT


 


In consideration
of the mutual promises contained herein, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:


 


1.                                       Effective
Date; Term.  The effective date of
this Agreement shall be January 1, 2004 (the “Effective Date”), and it
shall remain in effect until a date agreed by the parties in writing or a date
specified by one of the parties by giving written notice to the other party at
least 90 days in advance of such termination date.


 


2.                                       Services.  Hewitt shall provide services to the Company
in the capacity of a consultant to the Company, as follows.


 


a.                                       Consultant.  During the term of this Agreement, Hewitt
agrees to serve as consultant to the Company with such responsibilities,
consistent with this Agreement, as the Board of Directors may designate.  Such services may include consulting with
and advising officers of the Company on product development, property design
and quality control and providing assistance in maintaining relationships with
stockholders, potential investors, financial advisers, customers and suppliers
of the Company.  The services as a consultant
shall be coordinated with and accomplished in conjunction with the officers of
the Company.  The Chief Executive
Officer of the Company may also request Hewitt to undertake reasonable
consulting and managerial assignments on behalf of the Company.


 


b.                                      Time
Commitment.  During the term of this
Agreement, it is anticipated that Hewitt will generally be available for
consulting activities, up to approximately a one-quarter time basis.  The duties assigned to Hewitt hereunder


 

















 


shall be performed at the
Company’s offices in Denver, Colorado, except as travel may be required to meet
with other parties with which the Company maintains relationships.


 


3.                                       Compensation
for Services.  As compensation for
his services hereunder as a consultant, Hewitt shall be entitled to
compensation and benefits as described herein:


 


a.                                       Fee
for Services.  Hewitt shall receive
cash compensation in the form of a consulting fee of $36,000 per year from
January 1, 2004 through the termination date of this agreement.  Such fee shall be payable monthly at the
rate of $3,000 per month.


 


b.                                      Benefits.  Hewitt shall be entitled either to
participate in the Company’s health insurance program on the same basis as such
participation is made available to officers and executive employees of the
Company, or, if he is deemed ineligible to participate as a covered insured
under the Company’s health program, to be reimbursed the cost of payments that
he makes for comparable health insurance for himself and his wife, as provided
for under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) or state
law until the termination of this Agreement or August 31, 2005, whichever
first occurs.


 


c.                                       Reimbursement
of Expenses/Office.  The Company
shall reimburse Hewitt for all reasonable out-of-pocket expenses incurred by
Hewitt in connection with the business of the Company and in performance of his
duties under this Agreement upon presentation by Hewitt to the Company of an
itemized accounting of such expenses with reasonable supporting data.  During the term of this Agreement, the
Company shall provide him with reasonable office space and equipment
appropriate to his responsibilities, and shall provide him with such staff
assistance as he may reasonably request to carry out his responsibilities to the
Company.


 


d.                                      Options/Bonus.  Hewitt may, in the sole discretion of the
Compensation Committee or the Board, be granted stock options in such amounts
as the Committee or the Board deems appropriate to provide incentive and
recognition of his responsibilities and services.


 


4.                                       Trade
Secrets and Confidential Information. 
During the term of this Agreement and for a period of eighteen months
thereafter, Hewitt shall not, directly or indirectly, use, disseminate, or
disclose for any purpose other than for the purposes of the Company’s business,
any of the Company’s confidential information or trade secrets without the
prior written consent of the Company, unless such disclosure is compelled in a
judicial proceeding.  Upon termination
of this Agreement, all documents, records, notebooks, and similar repositories
of records containing information relating to any trade secrets or confidential
information then in Hewitt’s possession or control, whether prepared by him or
by others, shall be left with the Company or returned to the Company upon its
request.


 


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5.                                       Severability.  It is the desire and intent of the parties
that the provisions of Section 4 shall be enforced to the fullest extent
permissible under the laws and public policies applied in each jurisdiction in
which enforcement is sought. 
Accordingly, if any particular sentence or portion of Section 4
shall be adjudicated to be invalid or unenforceable, the remaining portions of
such section nevertheless shall continue to be valid and enforceable as
though the invalid portions were not a part thereof.


 


6.                                       Termination
Breach and Injunctive Relief.  In
the event that Hewitt breaches his obligations under Section 4 and such
breach continues for more than ten (10) days after the Company notifies him in
writing with a demand to decease the offending conduct, the Company may
terminate this Agreement and all further obligations of the Company hereunder
shall thereupon cease.  Additionally,
Hewitt agrees that any violation by him of the agreements contained in
Section 4 are likely to cause irreparable damage to the Company, and
therefore agrees that if there is a breach or threatened breach by Hewitt of
the provisions of said section, the Company shall be entitled to an injunction
restraining him from such breach. 
Nothing herein shall be construed as prohibiting the Company from
pursuing any other remedies for such breach or threatened breach.


 


7.                                       Indemnification.  The Company shall, to the full extent
permitted by applicable law, indemnify Hewitt and hold him harmless if he is a
party, or is threatened to be made a party, to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
or investigative, by reason of Hewitt’s responsibility or services performed
hereunder, against expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by Hewitt in
connection with such action, suit or proceeding so long as Hewitt acted in good
faith and in a manner that he reasonably believed to be in or not opposed to
the best interests of the Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.  To the fullest extent permitted by law, the
Company shall pay such expenses in advance of the final disposition of such
action upon satisfying such conditions as may be imposed by law with respect to
such advances.  This obligation on the
part of the Company to indemnify Hewitt and to pay such expenses shall survive
the termination of this Agreement.


 


8.                                       Miscellaneous.


 


a.                                       Notices.  Any notice required or permitted to be given
under this Agreement shall be directed to the appropriate party in writing and
mailed or delivered, if to the Company, to 1780 S. Bellaire Street, Suite 100,
Denver, CO  80222 or to the Company’s
then principal office, if different, and if to Hewitt, to such address as he
may have furnished to the Company for this purpose or, if Hewitt has furnished
no such address, to his last known address as shown on the Company’s records.


 


b.                                      Binding
Effect.  This Agreement is a
personal service agreement and may not be assigned by the Company or Hewitt,
except that the Company may assign this Agreement to a successor by merger,
consolidation, sale of assets or other reorganization, and subject to the
foregoing, and, in particular, the rights of Hewitt to compensation hereunder,
this Agreement shall be binding upon and


 


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inure to the benefit of
the parties hereto and their respective successors, assigns, and legal
representatives.


 


c.                                       Amendment.  This Agreement may not be amended except by
an instrument in writing executed by each of the parties hereto.


 


d.                                      Applicable
Law.  This Agreement is entered into
in the State of Colorado and for all purposes shall be governed by the laws of
the State of Colorado, without regard to the conflicts of law provisions of
such state.


 


e.                                       Counterparts.  This instrument may be executed in one or
more counterparts, each of which shall be deemed an original.


 


f.                                         Entire
Agreement.  As of the Effective
Date, this Agreement supersedes and replaces all prior agreements between the
parties related to Hewitt’s employment by the Company.


 


g.                                      Attorney’s
Fees.  In the event that either
party shall resort to legal action to enforce that party’s rights under this
Agreement, the non-prevailing party shall pay all costs and expenses,
reasonably incurred by the prevailing party in pursuing or defending such
action, including reasonable attorney’s fees.


 


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


 


 


	
   

  	
  AMERIVEST PROPERTIES
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Charles K. Knight

  
	
   

  	
   

  	
  Charles K. Knight,
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Alexander S. Hewitt

  
	
   

  	
  Alexander S. Hewitt

  
				



 


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