AGREEMENT
                                    ---------


     THIS  AGREEMENT  made and entered into as of the 9th day of November by and
among  Intervest  National  Bank,  (hereinafter  "Bank")  and  Keith  A.  Olsen,
(hereinafter  "Executive");

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

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

     WHEREAS,  Executive  is  willing  to provide services to Bank 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, Bank agrees to employ
            ----------
Executive  and  Executive  agrees  to accept such employment and to perform such
duties  and  functions as the Board of Directors of Bank 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 existing headquarters'
offices  in Clearwater, or such headquarters' offices that may be established in
Pinellas  or  Hillsborough  Counties.

     Responsibility  for  the supervision of Executive shall rest with the Board
of Directors of Bank and its Executive Committee, which shall review Executive's
performance  regularly.  The Board of Directors of Bank 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 Florida Division of
            -----
the  Bank.

     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 Bank in writing on or before September 1,
2005 of his desire to extend the term of the Agreement and (b) Bank 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 the
Bank  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  Bank's


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<PAGE>
normal  pay practices, but not less frequently than monthly.  Executive's annual
Base  Salary  shall  be  $180,000.  Any  increases  to  the  Base  Salary during
Executive's  Employment are at the discretion of the Board of Directors of Bank.

     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  Bank.

     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
Bank.  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  Bank  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  Bank.

     5.     CHANGE  IN  CONTROL  OF  BANK.
            -----------------------------

     (a)     In  the  event of a "change in control" of Bank, 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 Bank 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  Bank 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  Bank,  whichever is later.

     (c)     For  purposes  of this Section 5, "change in control" of Bank 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 Bank'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 Bank or of
               Bank's  Holding  Company;  or


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

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

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

     6.1     For  Cause.     This  Agreement  may  be terminated by the Board of
             ----------
Directors  of  Bank 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  Bank  or  its  Executive  Committee;  or

     (b)     gross  negligence  or  willful  misconduct  of Executive materially
damaging  to  the  business  of  Bank  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  Bank 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.     Bank  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 Bank 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.


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<PAGE>
     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.

     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  Florida.

     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 Clearwater, Florida or any
such other address as Executive shall have notified Bank in writing.  Any notice
or  other  document  or other communication permitted or required to be given to
Bank  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  Bank  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  NATIONAL  BANK



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


                                                  EXECUTIVE



/s/ Sally Wang                                    /s/ Keith A. Olsen
------------------------                          ------------------------------
Attest                                            Keith A. Olsen
Sally Wang


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<PAGE>