EMPLOYMENT AND SUPPLEMENTAL BENEFITS AGREEMENT

     EMPLOYMENT  AND  SUPPLEMENTAL  BENEFITS  AGREEMENT dated as of July 1, 2004
(the  "Effective  Date"),  between  Lawrence G. Bergman, having an office at One
Rockefeller  Plaza,  Suite  400,  New  York,  New  York  10020  ("Bergman"), and
Intervest Bancshares Corporation, a Delaware corporation having an office at One
Rockefeller  Plaza,  Suite  400,  New  York, New York 10020 (the "Corporation").

Background
----------

     Commencing  as  of  the  Effective  Date,  the Corporation wishes to employ
Bergman to perform services for the Corporation in connection with the operation
of the business of the corporation, and Bergman wishes to perform such services.

     W1TNESSETH,  the  parties hereto, in consideration of the premises, and the
mutual  covenants  and  agreements  herein  contained,  agree  as  follows:

     1.     Employment.  The  Corporation  hereby  employs  Bergman  and Bergman
            ----------
hereby  accepts  employment upon the terms and conditions hereinafter set forth.

     2.     Services.
            --------

          a.     Duties.  Bergman  is engaged as Vice President and Secretary of
                 ------
the  Corporation and, subject to the direction of the board of directors and the
Corporation's  officers  designated  by  the  board  of directors, Bergman shall
perform  and  discharge  well  and  faithfully such duties as may be assigned or
delegated  to  him.  Bergman  shall  have  all  requisite power and authority on
behalf of the Corporation to perform such duties, including, without limitation,
the  authority  to  hire  and  fire  employees  and  to  retain  the services of
independent  contractors.

          b.     Time Devoted; Other Businesses.  During the Term, Bergman shall
                 ------------------------------
devote  so much of his time to the affairs of the Corporation as in his judgment
the  conduct  of  his  duties  shall  require. Nothing herein contained shall be
deemed  to  limit  or preclude Bergman from engaging, directly or indirectly, in
any  other  business,  or  from  directly  or  indirectly financing, purchasing,
acquiring,  operating,  leasing, holding, selling or otherwise disposing of real
property  for  his own account or for the account of any such other business, or
from  performing  services  on  behalf  of any other corporation, partnership or
other  business entity, including, but not limited to, any other business entity
with which any of the officers, directors or shareholders of the Corporation may
be  affiliated,  directly  or  indirectly.  It  is  understood and agreed by the
Corporation  that Bergman may participate in other ventures which are engaged in
the  same  or  similar  businesses as the Corporation. The Corporation shall not
have  any  right  to  participate  in any such other businesses, transactions or
investments,  or  in any profits or income earned or derived by Bergman from the
conduct  of any such businesses, transactions or investments and no compensation
or  benefits derived from other activities or employment shall reduce in any way
anything  due  Bergman  under  this  Agreement.

     3.     Compensation;  Benefits.
            -----------------------

          a.     Salary.  The  Corporation  shall pay to Bergman during the Term
                 ------
hereof, for his services to be performed pursuant hereto, a salary, which at the
inception of the Term shall be at the annual rate of $165,000 per annum, subject
to  withholding  for  federal,  state  and local taxes, as required by law. Such
salary  shall  be increased annually, effective as of July 1 of each year, by an
amount  equal  to  the  greatest of: (1) the product obtained by multiplying the
salary  for  the  preceding year (ending June 30) as adjusted in accordance with
this  formula,  by the six percent (6%), (2) the product obtained by multiplying
the  salary  for  the  preceding  year (ending June 30) by that percentage which
shall  be  the  percentage  equivalent  to  a  fraction,  the numerator of which


                                        1
<PAGE>
fraction  shall  be that amount, if any, by which the "Consumer Price Index" (as
hereinafter  defined)  as  of  the June 1 preceding the July 1 effective date of
such  salary increase, shall exceed the Consumer Price Index as of June 1 of the
prior  year,  and  the denominator of which fraction shall be the Consumer Price
Index  as  of  such  June  1  of the prior year; and (3) .015% of the Asset Size
Increase  of  the  Corporation  for the year ending June 30 preceding the July 1
effective  date  of  such salary increase, provided that the Asset Size Increase
criteria  shall only be applied if the Corporation had net income in such twelve
month  period.

          As  used  herein, "Consumer Price Index" shall mean the Consumer Price
Index  for  All  Wage Earners and Clerical Workers for New York and NorthEastern
New  Jersey,  published  by  the Bureau of Labor Statistics of the United States
Department  of  Labor, (Base 1967 = 100).  If the Consumer Price Index ceases to
use (1967 = 100) as the basis of calculation, or if the Consumer Price Index (as
herein  defined)  ceases to be published by the Bureau of Labor Statistics, then
the  Corporation  and  Bergman shall substitute such index as they shall jointly
designate.  As  used  herein,  the  Asset  Size Increase shall be the difference
between  the  total  assets  of  the  Corporation  on  a  consolidated basis, as
reflected  on the balance sheet of the Corporation as of June 30 of any year, as
compared  with  the  total assets of the Corporation on a consolidated basis, as
reflected  on  the  balance  sheet of the Corporation as of June 30 of the prior
year.

          The  above  salary shall be payable in arrears, in accordance with the
normal  payroll  cycle  of  the  Corporation  (but  not  less  frequently  than
monthly),with the initial payment being due on the first payroll cycle after the
Effective  Date.

          In  addition  to the salary described above, Bergman shall be entitled
to  receive such bonuses or incentive compensation as may, from time to time, be
approved  by  the  Board  of Directors in connection with his performance of his
regular,  assigned  duties  hereunder. Bergman shall also be entitled to receive
such  bonuses  or incentive compensation as may, from time to time,  be approved
by  the  Board  of  Directors  in  connection  with the performance of duties or
responsibilities  beyond  those  assigned  to  Bergman  in  the ordinary course,
including  but not limited to services in connection with the raising of capital
and  acquisitions.

          b.     Reimbursement  of  Expenses.  During the Term, Bergman shall be
                 ----------------------------
entitled  to  reimbursement  of all travel and other expenses incurred by him in
the  performance  of  duties  for  the Corporation or any of its subsidiaries or
affiliated  entities,  including,  without limitation, travel in connection with
attendance  at  conventions,  trade  associations  and  similar meetings. Travel
expenses  shall  include,  without limitation, registration and attendance fees,
transportation,  meals  and  lodging.

          c.     Office.  The  Corporation  shall provide Bergman with an office
                 ------
at the Corporation's offices, at no cost or expense to Bergman.  Such office and
the  facilities  of  the Corporation's offices, may be utilized by Bergman at no
charge  or  expense  to  him,  in  connection  with  his duties on behalf of the
Corporation, and for all or any other purposes as Bergman may determine when not
engaged in the performance of duties on behalf of the Corporation. Following the
expiration  of  the  Term  of  this  Employment Agreement, the Corporation shall
continue,  at no cost or expense to Bergman, and for a period of two year     to
provide  Bergman  with  the  use  of  an  office  and  the  facilities  of  the
Corporation's  offices.

               Should  the  Corporation  cease  to  maintain  offices in midtown
Manhattan, City of New York, then the Corporation shall nonetheless be obligated
to  pay  to  Bergman,  an amount reasonably determined by Bergman reflecting the
cost of an office and secretarial services in the City of New York.  In no event
shall  Bergman  be  required  to  relocate  outside of


                                        2
<PAGE>
the  City  of  New  York, The provisions of this subparagraph (c) of paragraph 3
shall survive the expiration or termination of this Employment Agreement.

          d.     Vacation.  Bergman  shall  be  entitled  to four (4) weeks paid
                 --------
vacation  during  the  first  two  years  of  the  Term; and five (5) weeks paid
vacation  during  each  of  the remaining years of the Term, such vacation to be
taken  by  Bergman  at  such  times  as he shall elect during such year.  Unused
vacation, if not so taken, shall be paid to Bergman as accrued salary, in a lump
sum, upon the expiration of each annual period (July 1 to June 30).

          e.     Other Benefits.  Bergman shall  be  entitled  to participate in
                 --------------
employee  benefit  plans  or  programs of the Corporation, if any, to the extent
that his position, tenure, salary, age, health and other qualifications make him
eligible  to  participate,  subject  to  the  rules  and  regulations applicable
thereto.

          f.     Death  or  Disability of Bergman.  In the event of the death or
                 --------------------------------
disability of Bergman, the Corporation shall make the following payments:

               i.     In the event of the disability of Bergman, the Corporation
shall  pay to Bergman, or if he shall subsequently die, to Bergman's estate, the
Distribution  Amount  (as  hereafter defined), at the times herein specified and
for  the  Distribution  Term  (as  hereafter  defined);

               ii.     In  the event of the disability of Bergman, Bergman shall
remain  entitled,  during  the  Distribution  Term,  to  participate in employee
benefit  plans or programs of the Corporation and shall, during the Distribution
Term,  continue  to  receive the full benefit of this Agreement (except that the
Distribution  Amount  shall  be  paid in lieu of the salary specified by Section
3(a));  and

               iii.     In  the  event  of the death of Bergman, the Corporation
shall  pay  to  Bergman's estate, the Distribution Amount, at the times provided
for  and  for  the  Distribution  Term.

               The  "Distribution  Amount"  shall  be  an  amount  equal  to  a
percentage of the amount which from time to time would have been paid monthly on
account of Bergman's salary, pursuant to the terms of this Employment Agreement,
had  this  Employment  Agreement  continued in force and effect for the whole or
that  portion  of  the  balance of the stated Term constituting the Distribution
Term. The percentage shall be fifty percent (50%) in the case of disability, and
twenty  five  percent  (25%), in the case of death.  The Distribution Amount (or
the  balance  of  any  remaining  Distribution  Amount  if monthly payments have
previously  commenced due to disability) shall, in the case of death, be paid to
Bergman's  estate  in a lump sum and shall, for these purposes, be calculated on
the  basis  of  annual  salary  increases  at  the rate of six percent (6%). The
Distribution Amount shall, in the case of disability, be paid monthly during the
Distribution  Term  in  an  amount  equal  to fifty percent (50%) of the monthly
payment  which  would  have  been  made  in  accordance  with  the terms of this
Employment  Agreement,  had  such  payments  so continued. The Distribution Term
shall  be that period that shall be equal to the greater of (i) three years, and
(ii)  the  number  of  months  remaining  in  the stated Term of this Employment
Agreement.  The  obligation  of  the  Corporation to pay the Distribution Amount
shall survive the expiration of the Term of this Employment Agreement.

               As  used  herein "Disability" shall mean the inability to perform
the  services called for hereunder by reason of mental or physical illness for a
continuous  period  of six (6) months, provided. that should any such disability
cease, Bergman may, at his election, resume the performance of duties hereunder,
in  which  case  he  shall  be  fully reinstated (including salary, benefits and
authority)  to  the  position  he occupied prior to the date of his cessation of
services  as  a  result  of  disability.


                                        3
<PAGE>
          g.     No  Impairment.  Nothing herein contained shall limit or impair
                 --------------
the  right,  power  and  authority of the Corporation to confer upon or award to
Bergman,  on  account of the services performed or to be performed by Bergman on
behalf  of  the  Corporation  (whether  or  not  pursuant  to  this  Employment
Agreement),  any  bonus, stock options, warrants or any other form of benefit or
compensation.

          h.     Tax  Payments.  Annually,  on  or before April 15 of each year,
                 -------------
the  Corporation shall pay to Bergman an amount which is equal to the sum of (A)
the  federal,  state  and  local  taxes that would be due in connection with the
value  of  any  benefit  or payment hereunder (other than salary or Distribution
Amounts),  and (B) the federal, state and local taxes payable as a result of the
payment  set forth in (A) above, in each case based upon the highest tax bracket
then  applicable to individual taxpayers under federal, state and local tax laws
for  the  then  marital  status  of  the  recipient  of  the  amounts,

          i.     Legal Representative.  Should Bergman  have  a  legal
                 --------------------
representative  appointed for any reason, such representative shall be empowered
to  make  any  elections  or  decisions  which  Bergman  may have otherwise been
permitted  to  make.

          j.     Affiliates.  To  the  extent deemed necessary or appropriate by
                 -----------
the  Corporation,  payments  due  pursuant  to this Agreement may be made by the
Corporation  or any of its subsidiaries and benefits prescribed hereunder may be
furnished  pursuant  to the plans of the Corporation or any of its subsidiaries.

     4.     Term.  The  term  of  this  Employment  Agreement (the "Term") shall
            ----
commence on the effective date and shall expire June 30, 2014, unless terminated
by  Bergman  upon  thirty  (30) days' prior notice (in which case the respective
obligations of the parties hereunder shall terminate upon the payment of accrued
entitlements  and  which  termination  shall  not  include  Bergman's  death  or
                                              ---
disability)

     5.     Indemnification.
            ---------------

          a.     To  the  fullest extent permitted by law, the Corporation shall
indemnify  and  hold  harmless  Bergman  against  all losses, claims, damages or
liabilities  (including  legal  fees,  disbursements,  and  any  other  expenses
incurred  in  investigating or defending against any such loss, claim, damage or
liability) arising (i) by reason of any acts or omissions or any alleged acts or
omissions arising out of Bergman's  activities in connection with the conduct of
the  business  of  the  Corporation  (or  any  of its subsidiaries or affiliated
entities),  (ii)  by  reason of the performance by Bergman of the services to be
performed  by Bergman, pursuant to the terms of this Employment Agreement, (iii)
by  reason  of  any  claim  or allegation of failure to perform such services in
accordance with the terms of this Employment Agreement, or (iv) by reason of the
performance  of  services  alleged  to  be  beyond  the  scope  of the authority
conferred  upon Bergman pursuant to the terms of this Employment Agreement. This
indemnity  shall  not cover losses, claims, damages or liabilities arising under
subdivisions (i), (ii) or (iii) of the preceding sentence, in each such instance
aforesaid  to the extent that such loss, claim, damage or liability results from
the  gross  negligence  or  willful  misconduct  of Bergman. The indemnification
provided  in  this  section  5:  (i)  shall  survive  the  expiration or earlier
termination  of this Employment Agreement; (ii) shall be in addition to, and not
a  limitation  of  any  common  law  or  contractual  rights  of indemnification
available  to Bergman at law or in equity; and (iii) shall include all costs and
expenses  of  enforcing  this  indemnity.

          b.     All  costs  and  expenses  paid  or  incurred  by  Bergman  in
investigating,  defending or settling any claim, loss, damage or liability, that
may  be  subject  to  a right of indemnification hereunder, shall be paid by the
Corporation  upon  the  request  of  Bergman.


                                        4
<PAGE>
     6.     Change  of  Control.  In  the  event  of any sale of assets, sale of
            -------------------
stock,  merger,  reorganization  or other transaction involving the Corporation,
the  successor  to  the Corporation shall, as a condition to the consummation of
such  transaction,  expressly  assume  and  perform  this  Agreement.

     7.     Miscellaneous,
            -------------

          a.     Governing  Law.  This  agreement  shall  be  governed  by,  and
                 --------------
construed  and  enforced  in  accordance  with  the  laws  of  the  State of New

          b.     Entire  Agreement.  This  agreement  constitutes  the  entire
                 -----------------
agreement  between  the  parties  with respect to the subject matter hereof, and
supersedes  any  prior  agreement  or understanding between them with respect to
such  subject  matter.

          c.     Arbitration.  Any  controversy  or  claim  arising  out  of, or
                 -----------
relating  to  this  agreement,  or  the  breach  thereof,  shall  be  settled by
arbitration  in accordance with the Commercial Arbitration Rules of the American
Arbitration  Association,  and  judgment  upon  the  award  rendered  by  the
arbitrator(s)  may  be  entered  in  any  court  having  jurisdiction.

          d.     Successors  and  Assigns.  No  party  may  assign,  pledge  or
                 ------------------------
encumber its rights or obligations under this Agreement. This Agreement shall be
binding  upon  and  may  be  enforced  by  the  parties  hereto  and their legal
representatives.

          e.     Counterparts.  This  Agreement  may  be executed in one or more
                 ------------
counterparts,  all  of  which  shall  constitute  one  and  the same instrument.

          f.     Headings.  The  section  headings  in  this  Agreement  are for
                 --------
convenience  of  reference  only, and shall not be deemed to alter or affect the
meaning  or  interpretation  of  any  provisions  hereof.

          g.     Compliance.  In  performing  services  hereunder, Bergman shall
                 -----------
comply  with  all  applicable  laws  and  regulations  that  may  apply  to  the
Corporation  and  its  subsidiaries, including any code of ethics that may, from
time  to  time,  be  approved  by  the  Corporation.

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

                              INTERVEST BANCSHARES CORPORTION


                              By:  /s/ Lowell S. Dansker
                                   ---------------------
                                   Lowell S. Dansker, President

                                   /s/ Lawrence G. Bergman
                                   -----------------------
                                   Lawrence G. Bergman


                                        5
<PAGE>