EMPLOYMENT AGREEMENT


     This Employment  Agreement (the  "Agreement") is entered into as of January
1, 1997 (the "Effective Date") between James F. Etter ("Employee") and AmeriVest
Properties,  Inc., a Delaware corporation (the "Company").  For purposes of this
Agreement,  each of Employee  and the Company is  individually  referred to as a
"Party",  and  Employee  and the Company are  referred  to  collectively  as the
"Parties".

                                     Recital
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     The Company  desires to retain the  services of Employee  and  Employee has
offered  to  provide  services  to the  Company  pursuant  to the  terms of this
Agreement.

                                    Agreement
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     In consideration  of the premises and of the mutual  covenants  included in
this Agreement, the Parties agree as follows:

     1.  Services.  The Company  retains  Employee  and Employee  shall  perform
services for the Company as set forth in this Agreement on behalf of the Company
for the period and under the terms and conditions set forth in this Agreement.


     2. Term. This Agreement  shall be for a one-year  period  commencing on the
Effective Date and ending on December 31, 1997, subject,  however, to review and
termination as provided  herein.  Thereafter,  this Agreement  shall continue in
full force and effect until terminated by either Party upon at least ninety (90)
days' prior written notice to the other party. If the employment relationship is
terminated by either Party,  Employee  agrees to cooperate  with the Company and
the  Company's  new  management  with  respect  to the  transition  of  the  new
management in the operations previously performed by Employee.

     3. Duties. Employee shall perform the following services for the Company:

          3.1 Employee shall serve as President and Chief  Financial  Officer of
     the Company, or in such other position as determined by the Company's Board
     of  Directors  (the  "Board"),  and in that  capacity  shall  work with the
     Company to pursue the Company's plans as directed by the Board

          3.2 Employee  shall  perform  duties with the functions of a President
     and Chief  Financial  Officer,  subject  to the  direction  of the Board of
     Directors of the Company.

          3.3 During the term of this  Agreement,  Employee  shall devote all of
     Employee's business time to the performance of Employee's duties under this
     Agreement. Without limiting the foregoing,  Employee shall perform services
     on behalf of the Company for at least 40 hours per week and Employee  shall
     be  available  at the  request  of the  Company at other  times,  including
     weekends  and  holidays,  to meet the needs and  requests of the  Company's
     customers.


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          3.4 During the term of this Agreement, Employee will not engage in any
     other  activities or undertake any other  commitments that conflict with or
     take priority  over  Employee's  responsibilities  and  obligations  to the
     Company and the Company's  customers,  including  without  limitation those
     responsibilities and obligations incurred pursuant to this Agreement.

     4.  Compensation.  The Company shall pay Employee for the  performances  of
services pursuant to this Agreement as follows:

          4.1 Commencing as of the Effective Date and continuing  until December
     31, 1997,  the Company shall pay Employee for the  performance  of services
     pursuant to this Agreement a salary at an annual rate of $100,000.

          4.2 The Company shall consider the Employee for a bonus toward the end
     of 1997.  Any bonus paid shall be  determined  by the Board and  payable at
     such time as the Board directs.

          4.3 Any payments  that the Company is required to make to the Employee
     pursuant  to this  Agreement  shall be reduced  by (i) such  amounts as are
     required to be withheld  with  respect to those  amounts  under and for the
     purposes of any of the  applicable tax and other laws or  regulations,  and
     (ii) such  amounts as Employee  may owe to the Company at any time and from
     time to time.

          4.4  Employee  shall be eligible for  participation  in any present or
     future incentive compensation,  bonus profit sharing, pension,  retirement,
     stock  option,  or  stock  purchase  plan of the  Company  of  which  other
     employees of the Company are generally eligible. It is understood, however,
     that  entitlements  that  may  accrue  to the  Employee  pursuant  to  such
     arrangements  may differ  from those that accrue to other  employees,  such
     differences based on the discretion of the Board of Directors.

     5.  Reimbursement Of Expenses.  Employee shall be reimbursed for reasonable
expenses  incurred on behalf of the  Company in the  performance  of  Employee's
duties and services pursuant to this Agreement.


     6. Additional Benefits. Employee shall be entitled to the following:

          6.1 During each 12-month  period  commencing  on the  Effective  Date,
     Employee  shall be  entitled  to  fifteen  (15)  days of paid  vacation  in
     accordance  with the  policies and  practices  of the  Company.  Employee's
     salary  shall  accrue  during  the  time of  Employee's  vacation  taken in
     accordance  with this Section 6.1.  Employee  must  utilize  vacation  days
     within 30 days  following  the end of the  12-month  period for which those
     vacation  days have accrued  pursuant to this  Agreement;  otherwise  those
     vacation  days will  expire  without  payment,  unless  prior  approval  is
     received  from the Board.  In the event that  Employee  takes more than the
     allowable  days of  vacation,  pursuant  to the  terms as set forth in this
     Agreement,  Employee's  salary  shall not  accrue  during  any such  excess
     vacation or leave time,  and the Company  shall not be obligated to pay any
     salary to Employee for those excess days. Employee shall not be entitled to
     utilize vacation days on days on which Employee's  services are required by

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     the  Company  to meet the  needs of the  Company's  customers  or where the
     Employee's  absence will otherwise have a material effect on the operations
     or  business  of the  Company.  The use by  Employee  of a vacation  day in
     violation  of the  prior  sentence  shall  be a  material  breach  of  this
     Agreement  and, in addition to any other  rights that the Company may have,
     the Company  shall not be  obligated to pay any salary to Employee for that
     vacation  day.  Employee  shall be  entitled  to  receive  such  additional
     vacation,  personal,  and sick  leave  days as are  provided  to all  other
     management members or directors of the Company.

          6.2  Employee  and  Employee's  family,  if any,  shall be entitled to
     receive such benefits under medical  insurance  plans,  life and disability
     insurance and otherwise, as are provided to all other salaried employees of
     the  Company.  Until  such  time  that the  Company  has  adopted a medical
     insurance plan for which Employee and Employee's  family would be eligible,
     the Company  shall  reimburse  Employee  for up to an  aggregate  of $6,000
     annually for premiums and fees actually paid by Employee for medical, life,
     dental and  orthodontia,  and  disability  insurance  coverage for Employee
     and/or Employee's family.

          6.3  If  Employee  becomes   disabled  (i.e.,   unable  to  perform  a
     substantial  portion of Employee's  duties hereunder because of sickness or
     injury),  then Employee shall be paid on amount equal to Employee's regular
     salary for a calendar  period not exceeding  ninety (90) days for each such
     occurrence.

     7. Termination.

          7.1 Employee may terminate this Agreement at any time without  further
     liability  or  obligation  hereunder if the Company has breached a material
     provision  of  this  Agreement  or the  Company  has  otherwise  materially
     breached any other obligation to Employee,  such termination to be effected
     by Employee's  giving the Company written notice of termination at least 90
     days prior to the date for  termination  and the Company's  failing to cure
     the breach prior to the date set for termination in that notice.

          7.2 At the option of the Company, this Agreement may be terminated for
     cause,  with  such  termination  to be  effected  by the  Company's  giving
     Employee written notice of termination.  The term "for cause" shall include
     termination of employment as a result of any of the following: (i) a breach
     by Employee of a material provision of this Agreement;  or (ii) a breach by
     Employee of any other  material  obligation of Employee to the Company;  or
     (iii) as a result of a determination by the Board, acting reasonably,  that
     the Employee has (A) committed a criminal act or an act constituting  moral
     turpitude,  or (B)  committed  any  fraudulent  act,  or (C)  breached  the
     Employee's fiduciary duty to the Company. If the Employee shall dispute the
     determination  by the Board,  the issue  shall be  submitted  promptly to a
     single arbitrator, mutually acceptable to each party, pursuant to the rules
     of the  American  Arbitration  Association  whose  decision  as to  whether
     "cause" existed justifying  termination of Employee's employment under this
     Section 7.2 shall be final and binding.  The fees for this  arbitrator  and
     any filing fees for the  arbitration  shall be paid one-half by the Company
     and one-half by the Employee.

          7.3 At the option of the  Company  this  Agreement  may be  terminated
     immediately  by the  Company's  giving  written  notice of  termination  to
     Employee and by the Company's paying Employee's  compensation in accordance
     with the  terms of this  Agreement  for a period  beginning  on the date of
     termination and ending ninety (90) days after the date of termination.



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          7.4 This  Agreement  shall  terminate upon the death of Employee or if
     Employee becomes  disabled,  in which case,  Employee or Employee's  family
     shall be paid up to $500 per month for twelve months to the extent expenses
     are  incurred  for  medical,  dental,  orthodontia,   disability  and  life
     insurance or medical expenses unless the Company at that time has in effect
     a benefit plan covering a portion of medical  expenses.  Employee  shall be
     considered  "disabled"  if,  and on the date on  which,  Employee  has been
     unable to perform a substantial and material  portion of Employee's  duties
     hereunder, for a period of 90 continuous days, because of sickness, injury,
     or disability.

          7.5 In  the  event  Employee's  employment  is  terminated,  then  all
     unaccrued  salary  obligations of the Company to Employee shall cease as of
     the date of termination except as otherwise expressed herein.

          7.6 If there is (i) a "Change In Control" of the  company,  as defined
     below,  and (ii) the  Company  or the  acquiring  company  in the Change In
     Control does not offer Employee a position in the Denver  Metropolitan area
     at a salary  level  equal to or  exceeding  Employee's  salary  immediately
     preceding the Change In Control and Employee's  employment is terminated by
     Employee  or the  Company  within  ninety  (90) days  after  the  Change In
     Control,  then (a) the Company  shall pay to  Employee on or before  ninety
     (90) days after the  consummation  of the Change In Control an amount equal
     to one (1) year's Base Salary,  at the rate in effect  immediately prior to
     the Change In Control,  (b) all outstanding  stock options held by Employee
     shall become  exercisable  upon the  consummation of the Change In Control,
     and (c) this Agreement  shall terminate when the rights of the Employee and
     the  obligations  of the  Company,  as set forth in this  section have been
     fulfilled. If the rights of the Employee and the obligations of the Company
     as set forth in this section are not  fulfilled  and  satisfied  within the
     stated  90-day  period,  the Company will remain liable to the Employee for
     those obligations until they are satisfied.  Notwithstanding the foregoing,
     no new rights or obligations  shall accrue or be incurred during the period
     that this Agreement is not terminated because of the failure of the Company
     to  satisfy  its  obligations.  A Change In  Control  shall  mean the sale,
     liquidation,   dissolution,   consolidation,   merger  or  other   business
     combination of or involving the Company, or the change in ownership of more
     than 30 percent of the Company, or the transfer of all or substantially all
     of the Company's assets.

     8. Corporate Data And Information.  Employee  understands that Employee has
access to certain  information  concerning  the Company and its business that is
provided solely in connection with Employee's  employment with the Company.  Any
other  use of this  information  at any time  during  or after  the term of this
Agreement is  prohibited.  Further,  Employee  understands  that the Company may
become a publicly  traded company and it is important for the Company to protect
the rights of its  shareholders.  Employee  understands that applicable  federal
securities laws impose significant restrictions concerning the use or disclosure
of certain  non-public  information  in  general  and in buying or  selling,  or
discussing with others the possibility of buying or selling, the Company's stock
by persons who have access to material information  concerning the Company which
is  not  generally  available  to  members  of  the  general  public.   Employee
understands  that Employee is or will become subject to these  restrictions  and
Employee  agrees that  Employee will not, and that Employee will insure that any
persons having access to such non-public  information through Employee will not,
buy or sell the Company's stock, or discuss with others any material  non-public


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information  concerning the Company or the possibility or advisability of buying
or selling the Company's  stock,  at any time that Employee  possesses  material
non-public  information  concerning  the  Company.  During and after  Employee's
employment,  Employee agrees that Employee will not at any time disclose, to any
person or entity for any reason or purpose  whatsoever,  nor use for  Employee's
own  personal  benefit or the benefit of any person or entity,  any  information
concerning the financial or business or other  operations of the Company that is
not  publicly  known,   provided  that  this  restriction  shall  not  apply  to
information  required to be disclosed under applicable laws,  regulation,  court
order or subpoena to which the Employee is subject.  Upon the termination of the
Employee's  employment under this Agreement for any reason,  the Employee hereby
agrees  to  return  to the  Company  all data and  information  relating  to the
business  of the  Company  or any of its  subsidiaries  or  affiliates  that the
Employee  obtained during or prior to the time of Employee's  employment.  It is
expressly  agreed that the terms and  conditions of this Paragraph 8 shall apply
after any  termination,  whether  voluntary or  involuntary,  of the  Employee's
employment under this Agreement.

     9. Non-Compete. Employee acknowledges and recognizes the highly competitive
nature of the Company's  business and that Employee's  duties hereunder  justify
restricting   Employee's  further   employment   following  any  termination  of
employment.  The Employee agrees that so long as the Employee is employed by the
Company,  (i) for a  period  of two  years  following  the  termination  of this
Agreement,  Employee,  except when acting on behalf of or for the benefit of the
Company,  will not induce customers,  agents or other sources of distribution of
the  Company's  business  under  contract or doing  business with the Company to
terminate,  reduce,  alter or divert business with or from the Company, and (ii)
for a period of one year following the termination of this  Agreement,  Employee
will not compete, within the State of Colorado, with the Company, or participate
as an officer or a principal in any business  that  includes  part or all of the
Company's Area Of Business,  as defined below. The covenant set forth under (ii)
above shall not apply if Employee's employment is terminated within 90 days of a
Change In Control as defined in  Section  7.6 of this  Agreement.  Ownership  by
Employee,  for investment  purposes only, of less than five percent of any class
of  securities  of a  corporation  if said  securities  are listed on a national
securities  exchange or registered under the Securities Exchange Act of 1934, as
amended,  shall not  constitute  a breach of the  covenant  set forth under (ii)
above. The Company's Area Of Business  includes the acquisition and operation of
real  estate  properties  with  specific  focus of  investment  and  acquisition
activities in the  office/industrial  sector. It is the desire and intent of the
Parties that the  provisions of this Section 9 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 portion of Section 9
shall be adjudicated to be invalid or  unenforceable,  Section 9 shall be deemed
amended to apply in the broadest  allowable  manner and to delete  therefrom the
portion adjudicated to be invalid or unenforceable,  such amendment and deletion
to apply only with  respect  to the  operation  of  Section 9 in the  particular
jurisdiction in which that adjudication is made.

     10. Representations And Warranties.

          10.1 The Company  represents and warrants to Employee as follows:  (i)
     the  Company has been duly  formed as a  corporation  under the laws of the
     State of Delaware;  and (ii) the execution of this  Agreement has been duly
     authorized  by the Company and does not require the consent of or notice to
     any party not previously obtained or given.



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          10.2  Employee  represents  and  warrants  to  the  Company  that  the
     execution of this Agreement and the  performance of Employee's  obligations
     hereunder  does not  require  the  consent  of or  notice  to any party not
     previously  obtained  or given,  and there is  nothing  that  prohibits  or
     restricts the execution by Employee of this Agreement or his performance of
     the obligations hereunder.

     11. Covenants. Each of Employee and the Company covenants to diligently and
skillfully do and perform the acts and duties required herein.

     12. Miscellaneous.

          12.1 Entire Agreement. This Agreement constitutes the entire Agreement
     between the Parties  with respect to the subject  matter of this  Agreement
     and supersedes all prior and contemporaneous agreements between the Parties
     with respect to the subject matter of this Agreement.

          12.2 Notice.  All notices,  requests,  demands,  directions  and other
     communications  ("Notices")  concerning  this Agreement shall be in writing
     and  shall be mailed  or  delivered  personally  or sent by  telecopier  or
     facsimile  to the  applicable  Party at the address of such Party set forth
     below in this Section 12.2. When mailed,  each such Notice shall be sent by
     first  class,  certified  mail,  return  receipt  requested,  enclosed in a
     postage prepaid  wrapper,  and shall be effective on the fifth business day
     after it has been deposited in the mail.  When delivered  personally,  each
     such  Notice  shall be  effective  when  delivered  to the  address for the
     respective Party set forth in this Section 12.2. When sent by telecopier or
     facsimile,  each such Notice  shall be  effective on the day on which it is
     sent provided  that it is sent on a business day and further  provided that
     it is sent prior to 5:00  p.m.,  local time of the Party to whom the Notice
     is being sent, on that business day;  otherwise,  each such Notice shall be
     effective  on the first  business day  occurring  after the Notice is sent.
     Each such Notice  shall be  addressed  to the Party to be notified as shown
     below:

          The Company:                       AmeriVest Properties, Inc.
                                             7100 Grandview Avenue, Suite 1
                                             Arvada, Colorado  80002
                                             Facsimile No. (303) 421-3410

          Employee:                          James F. Etter
                                             31401 Shadow Mountain Drive
                                             Conifer, Colorado  80433

          Either  Party may change its address for purposes of this Section 12.2
     by giving the other Party  written  notice of the new address in the manner
     set forth above.

          12.3 Severability. Whenever possible, each provision of this Agreement
     shall be  interpreted  in such a manner as to be effective  and valid under
     applicable  law, and if any provision of this Agreement  shall be or become
     prohibited or invalid in whole or in part for any reason  whatsoever,  that
     provision  shall be ineffective  only to the extent of such  prohibition or
     invalidity without  invalidating the remaining portion of that provision or
     the remaining provisions of this Agreement.



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          12.4  Non-Waiver.  The waiver of either Party or a breach or violation
     of any provision of this  Agreement  shall not operate or be construed as a
     waiver of any  subsequent  breach or  violation  of any  provision  of this
     Agreement.

          12.5  Amendment.  No amendment or modification of this Agreement shall
     be deemed effective unless and until it has been executed in writing by the
     parties to this Agreement.  No term or condition of this Agreement shall be
     deemed to have been waived,  nor shall there be any estoppel to enforce any
     provision of this Agreement,  except by a written  instrument that has been
     executed by the Party charged with such waiver or estoppel.

          12.6 Inurement. This Agreement shall be binding upon, and inure to the
     benefit of Employee and the Company, and their respective heirs, successors
     and assigns.  Notwithstanding  the foregoing,  this Agreement  shall not be
     assignable by either Party. There are no third party  beneficiaries to this
     Agreement.


          12.7  Headings.  The headings in this  Agreement  are for  convenience
     only;  they  form no part  of this  Agreement  and  shall  not  affect  its
     interpretation.

     IN WITNESS WHEREOF, this Agreement is executed on the dates set forth below
to be effective as of the Effective Date.

                                           EMPLOYEE:



Date:   1/16/97                             /s/ James F. Etter
-------------------------                   ------------------------------------
                                            James F. Etter, individually


                                            AMERIVEST PROPERTIES, INC.:



Date:                                       By: /s/ Robert J. McFann
-------------------------                   ---------------------------------
                                            Robert J. McFann, Secretary


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