INTERVEST MORTGAGE CORPORATION
                                ESCROW AGREEMENT

     THIS  ESCROW  AGREEMENT made as of this __th day of _________, 2004, by and
among  Intervest Mortgage Corporation, a New York corporation with its principal
offices  at  One  Rockefeller  Plaza,  Suite  400, New York, New York 10020-2002
("Corporation");  Sage,  Rutty  &  Co.,  Inc.,  a  New York corporation with its
principal  offices  at  1621  Jefferson  Road,  Rochester,  New  York  14623
("Underwriter");  and  Canandaigua  National  Bank and Trust Company, a national
banking  organization  with  its  principal  offices  at  72  South Main Street,
Canandaigua,  New  York  14424  ("Escrow  Agent").

                                R E C I T A L S:

     WHEREAS, the Corporation has filed a Form S-11 Registration Statement under
the  Securities  Act  of  1933  with  the  Securities  and  Exchange  Commission
("Registration  Statement")  covering  a  proposed  offering  of  a  minimum  of
$12,000,000  and maximum of $14,000,000 aggregate principal amount of its Series
__/__/04  Subordinated  Debentures  ("Debentures");  and

     WHEREAS,  the  Underwriter  intends  to  sell  the  Debentures  as  the
Corporation's  agent  on  a  best  efforts  basis;  and

     WHEREAS,  under  the  terms of the offering, subscription funds received on
the  sale  of  Debentures  will  be deposited in an escrow account until certain
terms  and  conditions  have  been  met;  and

     WHEREAS,  the  Corporation  desires  that the subscription funds be held in
escrow  by  the  Escrow  Agent  on  the  terms  and conditions set forth herein.

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

     1.  Establishment  and  Custody  of  Escrow  Fund.
         ----------------------------------------------

          (a) On or prior to the date of the commencement of the offering of the
Debentures,  the parties shall establish an interest-bearing escrow account with
the Escrow Agent. The Corporation will notify the Escrow Agent in writing of the
effective  date  of  the  Registration  Statement.  The  escrow account shall be
entitled  "Canandaigua  National  Bank  &  Trust  Company,  as  Escrow Agent for
Intervest  Mortgage  Corporation."  The  Corporation  shall,  prior  to  the
establishment  of such account, furnish to the Escrow Agent a completed IRS Form
W-9.

          (b)  On  the next Business Day following receipt by the Corporation or
the  Underwriter  from  an  investor  desiring  to  purchase  Debentures
("Subscriber(s)") or from any participating selected dealer, of any subscription
documents  and payment of the subscription price (in the minimum of $10,000) for
Debentures  to  be  purchased, it will promptly transmit to the Escrow Agent the
following:

               (i)  Checks, bank drafts or money orders payable to "CNB - Escrow
Intervest"  or wire transfers to the escrow account (such sums as held by Escrow
Agent  in  collected  funds,  as  increased  or  decreased  by  any investments,
reinvestments  or distributions made in respect thereof and any interest thereon
as  held  from  time  to  time by the Escrow Agent pursuant to the terms of this
Escrow  Agreement,  being  hereafter  collectively  referred  to  as the "Escrow
Fund").  Such  funds  shall  be delivered to Canandaigua National Bank and Trust
Company,  1150  Pittsford-Victor  Road,  Pittsford,  New  York 14534, Attention:
Sharon Greisberger, Vice President, by 12:00 noon on the next Business Day after
receipt,  for  deposit  in  accordance  with  Section  2;  and

               (ii) With each deposit to the Escrow Fund, a statement containing
the  name,  address  and  tax  identification  number  of  each  Subscriber.


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          (c)  Checks  or  other forms of payment not made payable to the Escrow
Agent  shall  be returned by the Escrow Agent to the purchaser who submitted the
check.

          (d)  For  purposes of this Escrow Agreement, a "Business Day" is a day
upon  which  the  Escrow  Agent  is  open  for  the  conduct  of  business.

          (e)  The  Escrow Agent will acknowledge receipt of the Escrow Fund and
will  hold  the  Escrow Funds subject to the terms and conditions of this Escrow
Agreement.

          (f)  The  Escrow  Agent  shall  notify  the Corporation when the total
amount  of  subscription  funds  in the Escrow Fund, less the amount of any such
checks  returned  for  insufficient  funds,  equals  at  least  $12,000,000 (the
"Minimum  Funds"). No investment profits or losses and no interest earned on any
investment  of  the  Escrow  Fund  shall  be  considered  for  purposes  of this
calculation.

          (g)  During  the  term  of  this  Escrow  Agreement,  the  Corporation
understands  that  it  is  not entitled to any funds received into escrow and no
amounts  deposited  shall  become  the  property of the Corporation or any other
entity,  or  be  subject  to  the  debts of the Corporation or any other entity.

     2.   Investment  of  Escrow  Fund.  Moneys held in the Escrow Fund shall be
          -----------------------------
invested  and  reinvested by the Escrow Agent in its trust money market account.
Moneys  held  in  the  Escrow  Fund  will,  in  any  event,  be invested only in
investments  permissible  under Rule 15c2-4 under the Securities Exchange Act of
1934.

     3.   Duties  of Escrow Agent.  Acceptance by the Escrow Agent of its duties
          ------------------------
under  this  Escrow  Agreement is subject to the following terms and conditions,
which  all  parties to this Escrow Agreement agree shall govern and control with
respect  to  the rights, duties, liabilities and immunities of the Escrow Agent.

          (a)  The  duties  and  responsibilities  of  the Escrow Agent shall be
limited  to  those  expressly  set forth in this Escrow Agreement and the Escrow
Agent  shall not be subject to, nor obligated to recognize, any other agreements
between  the  Corporation,  Underwriter  and  any  Subscriber.

          (b)  The  duties  of  the  Escrow  Agent  are  only such as are herein
specifically  provided  and  such duties are purely ministerial in nature.   The
Escrow Agent's primary duty shall be to keep custody of and safeguard the Escrow
Fund  during  the period of the escrow, to invest monies held in the Escrow Fund
in  accordance  with  Section 2 hereof and to make disbursements from the Escrow
Fund  in  accordance  with  Section  4  hereof.

          (c)  The  Escrow Agent shall be under no obligations in respect of the
Escrow Fund other than to faithfully follow the instructions herein contained or
delivered  to  the  Escrow  Agent in accordance with this Escrow Agreement.  The
Escrow  Agent  may rely and act upon any written notice, instruction, direction,
request,  waiver,  consent,  receipt or other paper or document which it in good
faith  believes  to  be  genuine and what it purports to be and the Escrow Agent
shall be subject to no liability with respect to the form, execution or validity
thereof.  If,  in  the opinion of the Escrow Agent, the instructions it receives
are  ambiguous,  uncertain or in conflict with any previous instructions or this
Escrow  Agreement,  then  the  Escrow  Agent  is authorized to hold and preserve
intact  the  Escrow Fund pending the settlement of any such controversy by final
adjudication  of  a  court  or  courts  of  proper  jurisdiction.

          (d)  The Escrow Agent shall not be liable for any error of judgment or
for  any  act  done  or  step  taken or omitted by it, in good faith, or for any
mistake of fact or law, or for anything which it may in good faith do or refrain
from  doing  in  connection herewith, unless caused by its willful misconduct or
gross  negligence.  The  Corporation  shall  indemnify and hold the Escrow Agent
harmless  from  and against any and all claims, losses, damages, liabilities and
expenses,  including  reasonable  attorneys' fees, which may be imposed upon the
Escrow  Agent  or incurred by the Escrow Agent in connection with its acceptance
of  the  appointment  as Escrow Agent hereunder or the performance of its duties
hereunder,  unless  the  Escrow  Agent  is  determined  to  have  committed  an
intentional  wrongful  act or to have been grossly negligent with respect to its
duties  under  this  Escrow  Agreement.


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          (e)  The  Escrow  Agent  shall  return  to  the  Corporation  any sums
delivered  to  the  Escrow Agent pursuant to this Escrow Agreement for which the
Escrow Agent has not received release instructions pursuant to Section 4 hereof,
and  as  to  which  four  years  have  passed  since  delivery.

          (f)  The  Escrow Agent may consult with, and obtain advice from, legal
counsel  (which  may  not  be  counsel  to  the Corporation) in the event of any
dispute  or  questions as to the construction of any of the provisions hereof or
its duties hereunder, and it shall incur no liability in acting in good faith in
accordance with the written opinion and instructions of such counsel.   The fees
for  consultation  with  such  counsel  shall  be  paid  by  the  Corporation.

          (g)  Reference  in this Escrow Agreement to the Registration Statement
is  for  identification  purposes  only,  and  its  terms and conditions are not
thereby  incorporated  herein.

     4.   Distribution  and  Release  of  Funds.
          --------------------------------------

          (a) For purposes of this Escrow Agreement, the term "Termination Date"
shall  mean  the  earlier  of:

               (i) ____________, 2004, or such later date set forth in a written
notice purportedly executed by the Corporation and delivered to the Escrow Agent
at  least  five  (5)  Business  Days  prior  to  ___________,  2004.

               (ii)  The  date,  if  any, upon which the Escrow Agent receives a
written notice purportedly executed by the Corporation stating that the offering
has  been  terminated,  or  such  later  date  set  forth  in such notice as the
effective  date  of  such  termination;  or

               (iii) Any date specified by the Corporation in writing, after the
date  the  Escrow Agent has confirmed that it has received in the Escrow Fund at
least  the  Minimum  Funds  in  good,  collected  funds.

          (b)  On  the  Termination  Date, the Escrow Agent shall certify to the
Corporation  in  writing the total amount of collected funds in the Escrow Fund.

          (c)  The  Escrow Agent shall return the funds deposited with it to the
Subscribers  if,  on  the  Termination Date, the Escrow Fund does not consist of
collected  funds  totaling  at  least the Minimum Funds.  The Escrow Agent shall
have  fully  discharged  this  obligation to return Subscribers' funds if it has
mailed  to  each  Subscriber, at the address furnished to it by the Corporation,
the  Underwriter or any selected dealer, by registered or certified mail, return
receipt  requested,  a bank check made payable to each Subscriber for the amount
originally deposited by that Subscriber, plus the Subscriber's pro rata share of
net  interest (defined below) earned without regard to the date the Subscriber's
funds  were  deposited.  For  purposes  of this Escrow Agreement, "net interest"
shall  mean the interest earned on the Escrow Fund, less any fees or expenses of
the  Escrow  Agent  paid  from  the  Escrow  Fund  pursuant  to  Section  5.

          (d)  At  such  time  as (i) the total amount of collected funds in the
Escrow  Fund  equals  at  least the Minimum Funds, and (ii) the Escrow Agent has
received,  on  or  before the Termination Date, written instructions executed by
the  Underwriter  and  the  Corporation,  the  Escrow Agent shall distribute the
entire  Escrow Fund, less commissions, fees and expense reimbursement due to the
Underwriter  and  any  selected  dealers,  pursuant  to  such  instructions. The
commissions,  fees and expense reimbursement due to the Underwriter and selected
broker-dealers  shall  be  set forth in the written instructions, and the Escrow
Agent  shall  distribute  the commissions, fees and expense reimbursement due to
the Underwriter and selected dealers directly to the Underwriter. Subject to the
foregoing,  distributions  may  be made to third parties at the direction of the
Corporation.  Net  interest  earned  on  the  Escrow  Fund  shall be paid to the
Corporation.

          (e)  If  the  Corporation  rejects a subscription for which the Escrow
Agent  has  already  collected  funds,  the  Escrow Agent shall promptly issue a
refund  check  to  the  rejected  Subscriber.  Otherwise, the Escrow Agent shall
promptly  remit  the rejected Subscriber's check directly to the Subscriber. Any
check returned unpaid


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to  the Escrow Agent will be returned to the Underwriter or selected dealer that
submitted  the  check. Any check or other form of payment received by the Escrow
Agent  not  payable  to  "CNB  -  Escrow  Intervest"  shall  be  returned to the
Subscriber  by  the  Escrow  Agent.

          (f)  For  purposes  hereof,  "collected  funds"  shall  mean all funds
received  by the Escrow Agent which have cleared normal banking channels and are
in  the form of cash. Furthermore, a check which is not (i) a certified check or
(ii)  a  bank draft or a cashiers check drawn on a bank reasonably acceptable to
the  Escrow  Agent,  shall  constitute "collected funds" only if it has not been
returned  for insufficient funds within ten (10) Business Days after its receipt
by  the  Escrow Agent. No investment profits or losses and no interest earned on
any investments of the Escrow Fund shall be considered for purposes of the above
calculation.

          (g)  It  shall be a condition to the return of funds to any subscriber
hereunder  that  such  subscriber  shall  have  delivered  to the Escrow Agent a
completed  IRS  Form W-9.  The Corporation shall include in the Prospectus which
is  part  of  the  Registration Statement and/or in the subscription forms to be
executed by subscribers, notice of the requirement for delivery of such IRS Form
W-9  as  a  condition  to  the  return of funds deposited in the Escrow Account.

          (h) This Escrow Agreement shall terminate on the final distribution of
the Escrow Fund, at which time the Escrow Agent shall be forever and irrevocably
released  and  discharged  from  any and all further responsibility or liability
with  respect  to  the  Escrow  Fund.

     5.   Compensation.  The Corporation agrees to pay the Escrow Agent a fee of
          -------------
$500 as compensation for its services in connection with establishing the Escrow
Fund,  payable at the time this Escrow Agreement is executed, whether or not any
Debentures  are  sold.  In  addition,  the  Corporation  shall  pay  an  annual
maintenance fee of $100, prorated for the number of months the Escrow Account is
open,  payable  whether  or  not any Debentures are sold.  The Corporation shall
pay,  in  addition  to  the  foregoing  fees,  the  following  charges:

          $1,000.00     Handling  and  processing  fees.
           $   7.50     Per  check  disbursed.
           $  10.00     Per  prorated  net  interest  computation  if  funds are
                        returned  to  investors.
           $  10.00     Per  Form  1099 required to be transmitted by the Escrow
                        Agent.
           $  25.00     Per  check  returned  for  insufficient  funds.
           $  15.00     Per  wire  transfer

Except  for the set-up fee due upon execution of this Escrow Agreement, the fees
and  charges  shall be paid by the Corporation on the date(s) the Escrow Fund is
distributed  pursuant  to  Section  4.  The Escrow Agent shall have the right to
cause any fees due hereunder to be paid out of the interest earned on the Escrow
Account.

     6.   Termination.  This  Escrow Agreement shall terminate no later than the
          ------------
Termination  Date,  or  on such earlier date as the Escrow Agent shall have paid
out  a  total  of at least $12,000,000 in collected funds in accordance with the
provisions  of  this  Escrow  Agreement.

     7.   Resignation  and Removal of Escrow Agent.  The Escrow Agent may at any
          -----------------------------------------
time  resign  and  be  discharged  of the duties and obligations created by this
Escrow  Agreement  by  giving  at  least sixty  (60) days' written notice to the
Corporation  and  the  Underwriter;  the Escrow Agent may be removed at any time
upon  sixty  (60)  days'  notice  by  an  instrument  purportedly  signed  by an
authorized  person of the Corporation and the Underwriter.  Any successor Escrow
Agent  shall  be  appointed and approved by the Corporation and the Underwriter.
Any  such  successor  Escrow  Agent  shall deliver to the  former Escrow Agent a
written  instrument,  acknowledged  by  the  Corporation  and  the  Underwriter,
accepting such appointment hereunder and thereupon it shall take delivery of the
Escrow  Fund  to hold and distribute in accordance with the terms hereof.  If no
successor  Escrow Agent shall have been appointed within thirty  (30) days after
the  Corporation  and  the  Underwriter  are  notified  of  the  Escrow  Agent's
resignation, the Escrow Agent shall return the Escrow Fund to the Subscribers in
accordance  with  the procedure set forth in Section 4(c).  Upon the delivery of
the  Escrow  Fund  in  accordance with this Section 7, the Escrow Agent shall be
discharged  from  any  further  duties  hereunder.


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     8.   Binding Effect.  This Escrow Agreement shall be binding upon and inure
          ---------------
to  the  benefit  of  the  parties,  their  successors  and  assigns.

     9.   Headings.  The  headings  contained  in  this  Escrow  Agreement  are
          ---------
intended  for  convenience  and shall not in any way determine the rights of the
parties  to  this  Escrow  Agreement.

     10.  Waiver.  Waiver of any terms or conditions of this Escrow Agreement by
          -------
any  party  shall  not  be  construed  as (a) a waiver of a subsequent breach or
failure  of  the  same  term  or condition, or (b) a waiver of any other term or
condition  of  this  Escrow  Agreement.

     11.  Counterparts.  This  Escrow  Agreement  may be executed in one or more
          -------------
counterparts,  each  of  which  shall be deemed an original, and it shall not be
necessary  in  making  proof  of this Escrow Agreement to produce or account for
more  than  one  such  counterpart.

     12.  Modification.  This  Escrow Agreement constitutes the entire agreement
          -------------
between  the  parties  as  to the escrow of Subscribers' funds, and shall not be
modified  except  in  writing  signed  and  acknowledged  by  all  the  parties.

     13.  Notices.  All notices and communications hereunder shall be in writing
          --------
and  shall be deemed to be duly given on the date delivered by the United States
Mail, registered or certified mail, return receipt requested, postage prepaid to
the  address  of  the Corporation and Underwriter as first above written, and to
the  Escrow  Agent  at  1150  Pittsford-Victor  Road, Pittsford, New York 14534,
Attention:  Sharon  Greisberger, Vice President, provided, however, that notices
may  be given by telex,  cable, telecopier, courier service, telephone, personal
delivery  or  otherwise, effective the date of such communication, provided that
notices  given  by  such  means  of  communications  are  confirmed  by  mail as
aforesaid,  postmarked  within  one  business  day  after  such  other  form  of
communication.

     14.  Governing  Law.  This Escrow Agreement shall be construed and enforced
          ---------------
in accordance with the laws of the State of New York. The parties consent to the
personal  jurisdiction  of  all  courts of the State of New York, and agree that
such  jurisdiction  shall  be  exclusive.

     IN  WITNESS  WHEREOF,  the  parties have executed and delivered this Escrow
Agreement  as  of  the  date  and  year  first  above  written.


CORPORATION:               INTERVEST  MORTGAGE  CORPORATION


                           By:      ________________________________________
                           Its:     ________________________________________


ESCROW  AGENT:             CANANDAIGUA  NATIONAL  BANK  AND  TRUST  COMPANY


                           By:      _______________________________________
                           Its:     _______________________________________


UNDERWRITER:               SAGE,  RUTTY  &  CO.,  INC.

                           By:      ______________________________________
                           Its:     ______________________________________


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