EMPLOYMENT AND SUPPLEMENTAL BENEFITS AGREEMENT

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

Background
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     Commencing  as  of  the  Effective  Date,  the Corporation wishes to employ
Dansker to perform services for the Corporation in connection with the operation
of the business of the corporation, and Dansker 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  Dansker  and Dansker
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hereby  accepts  employment upon the terms and conditions hereinafter set forth.

     2.     Services.
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          a.     Duties.  Dansker  is  engaged as Chief Executive Officer of the
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Corporation  and,  subject  to  the direction of the board of directors, Dansker
shall  perform  and discharge well and faithfully such duties as may be assigned
or  delegated  to  him.  Dansker 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, Dansker shall
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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 Dansker 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 Dansker 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 Dansker 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  Dansker  under  this Agreement.  The Corporation acknowledges and
understands  that Dansker also renders services to and has a separate employment
agreement  with  Intervest  Mortgage  Corporation.

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

          a.     Salary.  The  Corporation  shall pay to Dansker during the Term
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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 $200,000 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


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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  Dansker 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, Dansker 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. Dansker 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  Dansker  in  the ordinary course,
including  but not limited to services in connection with the raising of capital
and  acquisitions.

          b.     Expense  Account.  During  the  Term,  the  Corporation  shall
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provide  Dansker  with  an  expense  account, which at the inception of the Term
shall be in the amount of $500.00 per month, payable in arrears on the first day
of  each  month, commencing August 1, 2004. Such monthly expense account payment
shall  increase  annually,  effective  as  of  July  1 of each year, in the same
proportion  as  the increase in Dansker's salary for such year.  The Corporation
and  Dansker  agree  that  such amount is a reasonable estimation of the normal,
recurring expenses (other than travel expenses) likely to be incurred by Dansker
in  performing his duties for the Corporation. Accordingly, Dansker shall not be
required  to  account  to  the Corporation for such expenses. In addition to the
foregoing  expense  account,  Dansker  shall be entitled to reimbursement of all
travel 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.     Vacation.  Dansker  shall  be  entitled  to four (4) weeks paid
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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  Dansker  at  such  times  as he shall elect during such year.  Unused
vacation, if not so taken, shall be paid to Dansker as accrued salary, in a lump
sum,  upon  the  expiration  of  each  annual  period  (July  1  to  June  30).


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          d.     Other Benefits.  Dansker shall  be  entitled  to participate in
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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.

          e.     Death  or  Disability of Dansker.  In the event of the death or
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disability  of  Dansker,  the  Corporation  shall  make  the following payments:

               i.     In the event of the disability of Dansker, the Corporation
shall pay to Dansker, or if he shall subsequently die, to Dansker's wife, if she
shall  survive  Dankser  (but  only for so long during the Distribution Term (as
hereafter  defined)  as  Dansker's  wife  shall  survive)  and, if she shall not
survive  Dansker  or having survived Dansker, shall die prior to the  expiration
of  the  Distribution  Term,  to  Dansker's  estate, the Distribution Amount (as
hereafter defined), at the times herein specified and for the Distribution Term;

               ii.     In  the event of the disability of Dansker, Dansker 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 Dansker, the Corporation
shall  pay to Dansker's wife, if she shall survive Dansker (but only for so long
during the Distribution Term as Dansker's wife shall survive), and, if she shall
not  survive  Dansker  or  having  survived  Dansker,  shall  die  prior  to the
expiration  of  the  Distribution  Term,  to  Dansker'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 Dansker'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 Dansker'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, Dansker 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.

          f.     No  Impairment.  Nothing herein contained shall limit or impair
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the  right,  power  and  authority of the Corporation to confer upon or award to
Dansker,  on  account of the services performed or to be performed by Dansker on
behalf  of  the  Corporation  (whether  or  not


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pursuant  to  this  Employment Agreement), any bonus, stock options, warrants or
any  other  form  of  benefit  or  compensation.

          g.     Tax  Payments.  Annually,  on  or before April 15 of each year,
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the  Corporation  shall pay to Dansker or Dansker's wife, as the case may be, 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,

          h.     Legal Representative.  Should Dansker  or Dansker's wife have a
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legal  representative  appointed  for  any  reason, such representative shall be
empowered to make any elections or decisions which Dansker or Dansker's wife may
have  otherwise  been  permitted  to  make.

          i.     Affiliates.  To  the  extent deemed necessary or appropriate by
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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.

          j.     No  Relocation.  In  no  event  shall  Dansker  be  required to
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relocate  outside  of  the  City  of  New  York.

     4.     Term.  The  term  of  this  Employment  Agreement (the "Term") shall
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commence on the effective date and shall expire June 30, 2014, unless terminated
by  Dansker  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  Dansker's  death  or
                                              ---
disability)

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

          a.     To  the  fullest extent permitted by law, the Corporation shall
indemnify  and  hold  harmless  Dansker  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 Dansker'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 Dansker of the services to be
performed  by Dansker, 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 Dansker 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 Dansker, 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 Dansker 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  Dansker  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  Dansker.


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     6.     Change  of  Control.  In  the  event  of any sale of assets, sale of
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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,
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          a.     Governing  Law.  This  agreement  shall  be  governed  by,  and
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construed and enforced in accordance with the laws of the State of New

          b.     Entire  Agreement.  This  agreement  constitutes  the  entire
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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
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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
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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, Dansker shall
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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/ Jerome Dansker
                                    ------------------
                                    Jerome Dansker


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