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");
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 D