Exhibit 4.1

COMMON STOCK

NUMBER SHARES

AmeriVest Properties Inc.

SEE REVERSE FOR CERTAIN DEFINITIONS

AND RESTRICTIONS ON TRANSFER

INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

THIS CERTIFICATE IS TRANSFERABLE IN THE CITIES OF KANSAS CITY, MO, OR NEW YORK, NY

This Certifies that                                     

is the record holder of                                         

FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $.001 PAR VALUE OF

—————————————AmeriVest Properties Inc.—————————————

transferable on the books of the Corporation by the Holders hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.

WITNESS the Seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated

Secretary President

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	–  as tenants in common	UNIF GIFT MIN ACT                  Custodian
TEN ENT	–  as tenants by the entireties	(            )                    (Minor)
JT TEN	–  as joint tenants with right of	under Uniform Gifts to Minors
	survivorship and not as tenants	Act
	in common	(State)
		UNIF TRF MIN ACT                 Custodian (until age     )
		under Uniform Transfers
		(Minor)
		to Minors Act
		(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED,                                               hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)
	Shares
of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
	Attorney
to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated                                 

	X                                                             X
NOTICE:	THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS NOTICE: WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERNATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed

By:
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.

The Company’s Articles of Incorporation and Bylaws, as amended, set forth a full statement of (a) the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the stock of each class of shares which the Company is authorized to issue and (b) the authority of the Board of Directors to issue any preferred or special class in series, the differences in the relative rights and preferences between the shares of stock of each series to the extent they have been set and the authority of the Board of Directors to set the relative rights and preferences of subsequent series of preferred stock. The Company will furnish a copy of such statement to any stockholder on request and without charge.

The shares of common stock evidenced by this Certificate are subject to restrictions on ownership and transfer as set forth in the Company’s Articles of Incorporation or Bylaws, as amended, for purposes of the Company’s maintenance of its status as a real estate investment trust under the Internal Revenue Code of 1986, as amended. Any transfer of shares of stock in violation of these ownership and transfer restrictions will result in the shares of stock being designated and treated as “Excess Shares” which shall be held in trust by an unaffiliated trustee for the benefit of a charitable beneficiary. The Company will furnish a copy of such ownership and transfer restrictions to any stockholder on request and without charge.