EXHIBIT 99.1
AGREEMENT
This Agreement (the "Agreement"), entered into by and between Alexander
S. Hewitt ("Hewitt") and William T. Atkins ("Atkins"), dated as of December 28,
2000.
R E C I T A L S
WHEREAS, Hewitt and Atkins each have acquired "beneficial ownership" (as
defined in Section 13 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules promulgated thereunder) of more than five percent
(5%) of the common stock of AmeriVest Properties, Inc. (the "Company") through
their direct and indirect holdings of common stock, options, and warrants of the
Company (the "Securities");
WHEREAS, each party has determined that their acquisition, voting, and
disposition activities with respect to the Securities could cause Hewitt and
Atkins to be deemed to be a "group" (as defined under the Section 13 of the
Exchange Act); and
WHEREAS, each party has concluded that it is in his best interest to
enter into a written agreement with the other party, evidencing the
understanding that, unless and until either party decides otherwise, each will
conduct his activities with respect to the Securities (and any other
subsequently acquired securities of the Company) as if the two parties are a
"group" (as defined under Section 13 of the Exchange Act);
AGREEMENT
NOW, THEREFORE, each party agrees with, and represents and warrants to
the other party as follows:
1. Neither party will acquire or dispose of "voting power" or
"investment power" (each, as defined in Section 13 of the Securities Exchange
Act of 1934) over any security of the Company, or any derivative instrument
whose underlying security is a security of the Company, without prior oral or
written notice to the other party. Notification will be effective when the other
party receives the notice.
2. Either party, in his sole discretion, may at any time terminate this
Agreement by providing written notice of termination to the other party.
Termination will be effective when the other party receives the notice.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and
delivered as of the date and year first above written.
/s/Alexander S. Hewitt /s/William T. Atkins
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Alexander S. Hewitt William T. Atkins
