AGREEMENT
                                    ---------


     THIS  AGREEMENT made and entered into as of the 10th day of November by and
among  Intervest  National  Bank,  (hereinafter  "Intervest")  and  Raymond  C.
Sullivan,  (hereinafter  "Executive");


                                   WITNESSETH:
                                   ----------

     WHEREAS,  the  Board  of  Directors  of  Intervest recognizing value of the
experience  and  knowledge  of  Executive  to  business of Intervest, desires to
retain  the valuable services and business counsel of Executive, it being in the
best interest of Intervest to arrange terms of employment for Executive so as to
reasonably  induce  Executive  to  remain  in  his capacities with Intervest for
Executive's  term  hereof;  and

     WHEREAS,  Executive  is  willing  to  provide  services  to  Intervest  in
accordance  with  the  terms  and  conditions  hereinafter  set  forth;

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

     1.     EMPLOYMENT.     During  Executive's  Employment, Intervest agrees to
            ----------
employ  Executive  and Executive agrees to accept such employment and to perform
such  duties  and  functions  as  the  Board  of  Directors of Intervest, and/or
Intervest's  officers  as  designated  by  the Board of Directors, may assign to
Executive  from  time  to time, but only administrative and managerial functions
commensurate with Executive's past experience and performance level. As directed
by  the  Board  of  Directors,  he  shall  perform such duties at the offices of
Intervest  in  New  York  City.

     Responsibility  for  the supervision of Executive shall rest with the Board
of  Directors  of  Intervest  and  its  Executive  Committee, which shall review
Executive's  performance  regularly.  The  Board of Directors of Intervest shall
have the authority to terminate Executive, subject to the provisions outlined in
Section  6  of  this  Agreement.

     2.     TITLE.     Executive  shall  serve  as  President  of  Intervest.
            -----

     3.     TERM  OF  EMPLOYMENT.     Executive's  Employment  referred  to  in
            --------------------
Section  1  hereof  shall  commence  on  January  1,  2005,  and, subject to the
termination  provisions  set forth below, shall end December 31, 2005, provided,
however,  that  if  (a)  Executive  advises  Intervest  in  writing on or before
September  1,  2005,  of  his desire to extend the term of the Agreement and (b)
Intervest  communicates its consent to such extension in writing to Executive on
or  before  September  30, 2005, then the Agreement shall continue upon the same
terms  and  conditions  for  a  further one-year period until December 31, 2006,
renewable  by  the  parties  from  year  to year thereafter pursuant to the same
procedure  described  herein.  If  Intervest  shall  decide  not  to extend this
Agreement,  the  denial  shall  not  be  construed  as a termination pursuant to
Paragraph  6  below.

     4.     ANNUAL  COMPENSATION.
            --------------------

     4.1     Base  Salary.     During Executive's Employment, Executive shall be
             ------------
paid  an  annual  base salary (hereinafter "Base Salary") which shall be paid in
equal  installments  in  accordance  with  Intervest's


                          /s/  LSD            /s/  RS
                         ------------        ----------
                          LSD                Executive


                                        1
<PAGE>
normal  pay  practices, but not less frequently than monthly. Executive's annual
Base  Salary  shall  be  $157,500.  Any  increases  to  the  Base  Salary during
Executive's  Employment  are  at  the  discretion  of  the Board of Directors of
Intervest.

     4.2     Bonus.     During  Executive's  Employment  and  in  addition  to
             -----
Executive's  Base Salary, Executive may receive a bonus payment payable prior to
the  end  of each applicable calendar year. The granting of any such bonus is at
the  sole  discretion  of  the  Board  of  Directors  of  Intervest.

     4.3     Additional  Benefits.     During  Executive's Employment, Executive
             --------------------
shall  be  provided  with  such  employee benefits and benefit levels, including
health  and life insurance, etc. as may be provided by the Board of Directors of
Intervest.  The employee benefits shall be provided and maintained at a level of
not  less  than  what  is  in  effect  at  the  time this Agreement is executed.
Executive  shall  be  entitled  to  participate  in any qualified or unqualified
pension,  profit  sharing  or  other  employee benefit plan adopted by Intervest
hereinafter.

     Throughout  Executive's  Employment,  Executive  shall  also be entitled to
reimbursement  for  reasonable  business  expenses  incurred  by  him  in  the
performance  of his duties hereunder, as approved from time to time by the Board
of  Directors  of  Intervest.

     5.     CHANGE  IN  CONTROL  OF  INTERVEST.
            ----------------------------------

     (a)     In  the  event  of  a  "change in control" of Intervest, as defined
herein,  Executive shall be entitled, for a period of one (1) year from the date
of  closing  of  the  transaction  effecting  such  change in control and at his
election,  to  give written notice to Intervest of termination of this Agreement
and  to  receive  a  lump  sum  cash  payment  as  follows:

     In  the event of a change of control during the first six (6) months of the
Agreement,  Executive  will  be  entitled to an amount equal to compensation, as
outlined  in  Section  4  of  this  Agreement,  at  Executive's  then  current
compensation  level,  for the balance of the Agreement through December 31, 2005
plus  a  bonus  of  six  (6)  months compensation and, in the event of change of
control following the first six (6) month period, Executive shall be entitled to
an  amount  equal  to  compensation  for  the  balance  of the Agreement through
December  31,  2005  plus  a  bonus  of  three  (3)  months  compensation.

     (b)     The severance payments provided for in this Section 5 shall be paid
by  Intervest  not  later  than  ten  (10)  days  after  the  date  of notice of
termination by Executive under this Section 5 or ten (10) days after the date of
closing  of  the  transaction  effecting  the  change  in  control of Intervest,
whichever  is  later.

     (c)     For  purposes  of  this Section 5, "change in control" of Intervest
shall  mean:

          (i)  any  transaction,  whether  by merger, consolidation, asset sale,
               tender  offer, reverse stock split or otherwise, which results in
               a  reduction in the combined ownership of the Dansker and Bergman
               families  to less than 10% of the aggregate outstanding shares of
               all classes of stock and warrants of Intervest's Holding Company;
               or

          (ii) if  none  of  Lawrence  G.  Bergman,  Jerome Dansker or Lowell S.
               Dansker  is a member of the Board of Directors of Intervest or of
               Intervest's  Holding  Company;  or


                          /s/  LSD            /s/  RS
                         ------------        ----------
                          LSD                Executive


                                        2
<PAGE>
         (iii) the sale of all or substantially all of the assets of Intervest
               or  Intervest's  Holding  Company;  or

          (iv) the  liquidation  of  Intervest  or  Intervest's Holding Company.

     6.     TERMINATION.
            -----------

     6.1     For  Cause.     This  Agreement  may  be terminated by the Board of
             ----------
Directors  of Intervest without notice and without further obligation other than
for  accrued  and  unpaid  compensation,  for  any  of  the  following  reasons:

     (a)     failure of Executive to follow reasonable directions or policies of
the  Board  of  Directors  of  Intervest  or  its  Executive  Committee;  or

     (b)     gross  negligence  or  willful  misconduct  of Executive materially
damaging  to  the  business  of  Intervest during the Executive's Employment; or

     (c)     conviction  of the Executive during the Executive's Employment of a
crime  involving  breach  of  trust  or  moral  turpitude.

     In  the  event  that  Intervest discharges Executive alleging "cause" under
this  Section  6.1  and  it  is  subsequently  determined  judicially  that  the
termination was "without cause", then such discharge shall be deemed a discharge
without  cause  subject  to  the  provisions  of  Section  6.2  hereof.

     6.2     Without  Cause.     Intervest  may,  upon  thirty (30) days written
             --------------
notice  to  Executive, terminate this Agreement without cause at any time during
the  Executive's Employment upon the condition that Executive shall be entitled,
as  liquidated  damages  in  lieu of all other claims, to a severance payment as
follows:

     In  the  event of termination without cause during the first six (6) months
of the Agreement, Executive will be entitled to an amount equal to compensation,
as  outlined  in  Section  4  of  this  Agreement,  at  Executive's then current
compensation  level, for the balance of the Agreement through December 31, 2005,
plus  a  bonus  of  six (6) months compensation and, in the event of termination
without  cause  following  the  first  six  (6) month period, Executive shall be
entitled  to  an  amount  equal to compensation for the balance of the Agreement
through  December  31, 2005, plus a bonus of three (3) months compensation.  The
severance  payment  provided  for in this Section 6.2 shall be paid by Intervest
not  later  than  thirty  (30)  days  after  the  actual  date of termination of
employment  of  Executive.

     7.     ENTIRE  AGREEMENT.     This  Agreement  constitutes  the  entire
            -----------------
agreement  between the parties hereto regarding the employment of Executive, and
supersedes and replaces all prior agreements and understandings, whether written
or  unwritten,  relating  thereto.

     8.     ASSIGNMENT.     Neither  of  the  parties  hereto  may  assign  this
            ----------
Agreement  without  the  prior  written  consent  of  the  other  party  hereto.

     9.     SEVERABILITY.     Each  section  and  subsection  of  this Agreement
            ------------
constitutes  a  separate  and  distinct  understanding,  covenant  and provision
hereof.  In  the  event  that  any  provision of this Agreement shall finally be
determined  to  be  unlawful,  such provision shall be deemed to be severed from
this Agreement, but every other provision of this Agreement shall remain in full
force  and  effect.


                          /s/  LSD            /s/  RS
                         ------------        ----------
                          LSD                Executive


                                        3
<PAGE>
     10.     GOVERNING  LAW.     This  Agreement  shall  in  all  respects  be
             --------------
interpreted,  construed  and  governed by and in accordance with the laws of the
State  of  New  York.

     11.     RIGHTS OF THIRD PARTIES.     Nothing herein expressed or implied is
             -----------------------
intended  to or shall be construed to confer upon or give to any person, firm or
other  entity,  other  than  the parties hereto and their permitted assigns, any
rights  or  remedies  under  or  by  reason  by  this  Agreement.

     12.     AMENDMENT.     This Agreement may not be amended orally but only by
             ---------
an  instrument  in  writing  duly  executed  by  the  parties  hereto.

     13.     NOTICES.     Any  notice  or  other  document  or  communication
             -------
permitted  or  required  to  be  given to Executive pursuant to the terms hereof
shall  be  deemed  given  if  personally  delivered  to Executive or sent to him
postage  prepaid, by registered or certified mail, at New York, New York, or any
such  other  address as Executive shall have notified Intervest in writing.  Any
notice  or  other  document  or  other communication permitted or required to be
given  to  Intervest  pursuant  to  the  terms  hereof  shall be deemed given if
personally  delivered  or  sent  to  Chairman of the Board, 1 Rockefeller Plaza,
Suite  400,  New  York,  New  York 10020-2002, postage prepaid, by registered or
certified  mail  or  at  such  other  address  as  Intervest shall have notified
Executive  in  writing.

     14.     WAIVER.     The  waiver  by  either party hereto of a breach of any
             ------
provision  of this Agreement by the other shall not operate or be construed as a
waiver  of  any  subsequent  breach  of  the same or any other provision of this
Agreement  by  the  breaching  party.



                                             INTERVEST



/s/ Sally Wang                           By: /s/ Lowell S. Dansker
-----------------------------                ----------------------------------
Attest                                       Lowell S. Dansker, CEO
Sally Wang


                                             EXECUTIVE



/s/ Sally Wang                               /s/ Raymond C. Sullivan
----------------------------                 ----------------------------------
Attest                                       Raymond C. Sullivan
Sally Wang


                                        4
<PAGE>