Common use of Employment of Underwriter Clause in Contracts

Employment of Underwriter. (a) Subject to the terms and conditions herein set forth, the effective date of this Agreement commences on the effective date under the Act of the Registration Statement (the "Effective Date"), and the Company hereby appoints the Underwriter as its exclusive agent as of the Effective Date, for the purpose of offering the Debentures as provided in this Agreement on a "best efforts" basis with at least $4,500,000 of the Debentures required to be sold within 90 days after the Effective Date if any Debentures are sold. The Underwriter agrees to use its best efforts to sell the Debentures as agent for the Company. It is understood and agreed that there is no firm commitment on the part of the Underwriter to purchase any of the Debentures. (b) The Underwriter will offer the Debentures hereunder at a price of $10,000 per Debenture. The Underwriter will be entitled to a commission of three percent (3%) of the purchase price of each Debenture maturing July 1, 2002, five percent (5%) of the purchase price of each Debenture maturing July 1, 2004, and seven percent (7%) of each Debenture maturing July 1, 2006, in each case sold in the offering by the Underwriter or any of its selected dealers. In addition, the Company will pay the Underwriter a fee in an amount equal to one-half of one percent (1/2%) of the aggregate gross amount of Debentures maturing July 1, 2002 and one percent (1%) of the aggregate gross amount of Debentures maturing July 1, 2004 and July 1, 2006, in each case sold in the offering, such fee to be paid upon completion of the offering. The Underwriter shall have the right to associate with other dealers selected by the Underwriter who are members of the National Association of Securities Dealers, Inc., pursuant to a written Selected Dealer Agreement, and to offer a part of the Debentures to such selected dealers for sale by them at the offering price. In no event shall sales be made to accounts over which the Underwriter or any dealer may exercise discretionary authority without the written approval of the customer and the Underwriter prior to the execution of any order, and the Selected Dealer Agreement will include provisions so as to assure compliance with this restriction. The Selected Dealer Agreement will provide that if a Debenture is sold through any such selected dealer, the Underwriter will allow to such selected dealer the entire commission paid by the Company for such Debenture. If a Debenture is sold directly by the Underwriter, the Underwriter will retain the entire commission paid by the Company for such Debenture. The Underwriter shall take such steps as it deems appropriate to assure that purchasers of Debentures meet the suitability standards set forth in the Prospectus or otherwise imposed by the Company and will maintain for a period of at least four (4) years a record of the information obtained to indicate that such standards have been met. (c) The obligation of the Underwriter to offer the Debentures is subject to receipt by the Underwriter of a copy of written advice from the Commission that the Registration Statement is effective. It is also subject to the Debentures being qualified for offering under applicable state securities laws. (i) A special interest-bearing account (the "Escrow Account"') will be opened and maintained at M&T Bank (the "Bank") in Rochester, New York, for the purpose of holding subscription funds in escrow until the First Closing Date (as hereinafter defined). The title of the Escrow Account will be "Intervest Corporation of New York Escrow Account". All subscription funds shall be in the form of wire transfers of immediately available funds, or checks, and all checks should be made payable to "M&T Bank, as Escrow Agent for Intervest Corporation of New York." After the First Closing Date all checks for subscriptions of Debentures shall be made payable to "Intervest Corporation of New York", the Company. The Company, the Underwriter and the Bank will, prior to the beginning of the offering of the Debentures, enter into an escrow agreement with respect to the Escrow Account in form satisfactory to the parties. The parties hereto agree to faithfully perform their obligations under such escrow agreement. Except to the extent that interest earned on the funds in the Escrow Account may be applied to pay escrow expenses in the event the offering is terminated prior to the First Closing Date, all costs, expenses, and charges incurred in connection with the Escrow Account shall be paid by the Company. (ii) Until the First Closing Date all funds received from subscribers by any selected dealer shall be promptly transmitted to the Bank (for deposit in the Escrow Account), but in any event such funds shall be so transmitted by noon of the next business day following the day such funds are received from the subscriber by the selected dealer. The Underwriter shall promptly transmit to the Bank all funds received by it from subscribers for deposit in the Escrow Account in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended, but in any event such funds shall be so transmitted for deposit by noon of the next business day following the day such funds are received. After the First Closing Date all funds received from subscribers by any selected dealer shall be promptly transmitted to the Underwriter for distribution to the Company, but in any event such funds shall be transmitted by noon of the next business day following the day such funds are received by the selected dealer. (iii) The first closing of the offering will take place at the offices of counsel to the Company on a date (the "First Closing Date") which is within ten business days after the date on which acceptable subscriptions have been received in cleared, collected funds for at least $4,500,000 of Debentures. (iv) On the First Closing Date the Underwriter will cause the Bank to distribute the funds on deposit in the Escrow Account to the Company, selected dealers and the Underwriter, as their interests may appear. The Underwriter will be entitled to cause the Bank to distribute to the Underwriter from the Escrow Account an amount sufficient to pay all of the commissions on the Debentures sold to which the Underwriter and selected dealers are entitled under the provisions of Section 3(b) hereof. Debentures may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, the Underwriter will distribute the checks for subscriptions of Debentures directly to the Company within one business day of receipt by the Underwriter. The Company shall, not less frequently than twice in each calendar month, remit to the Underwriter commissions on the Debentures sold to which the Underwriter and selected dealers are entitled under the provisions of Section 3(b) hereof. (v) In the event the offering pursuant to the Prospectus is terminated prior to the First Closing Date for any reason whatsoever, the Underwriter shall promptly cause the Bank to refund to the subscribers of the Debentures all funds which have been received from them by the Underwriter. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each subscriber on subscription and without regard to the date when such subscription funds were paid by the subscriber. (e) In the event the offering is terminated prior to the First Closing Date, this Agreement shall terminate, and upon the payments and refunds to subscribers being made as provided in Section 3(d)(v), neither party hereto shall have any further liability to the other hereunder. (f) The Company shall pay all costs and expenses incident to the performance of the obligations of the Company hereunder, including the fees and expenses of the Company's counsel and accountants, registration fees, the costs and expenses incident to the preparation, printing and shipping of the Registration Statement, each preliminary prospectus, if any, the final Prospectus and all amendments and supplements thereto and this Agreement and related documents, filing fees required to be paid to the National Association of Securities Dealers, Inc., the costs incurred in connection with the qualification of the Debentures under applicable state securities laws and the fee of Underwriter's legal counsel. The Underwriter shall pay all other costs incurred or to be incurred by it, or by its personnel, in connection with the offering of the Debentures.

Employment of Underwriter. (a) Subject to the terms and conditions herein set forth, the effective date of this Agreement commences on the effective date under the Act of the Registration Statement (the "Effective Date"), and the Company hereby appoints the Underwriter as its exclusive agent as of the Effective Date, for the purpose of offering the Debentures as provided in this Agreement on a "best efforts" basis with at least $4,500,000 6,000,000 of the Debentures required to be sold within 90 days after the Effective Date if any Debentures are sold. The Underwriter agrees to use its best efforts to sell the Debentures as agent for the Company. It is understood and agreed that there is no firm commitment on the part of the Underwriter to purchase any of the Debentures. (b) The Underwriter will offer the Debentures hereunder at a price of $10,000 per Debenture. The Underwriter will be entitled to a commission of three percent (3%) of the purchase price of each Debenture maturing July 1, 20022006, five percent (5%) of the purchase price of each Debenture maturing July 1, 20042008, and seven percent (7%) of each Debenture maturing July 1, 20062010, in each case sold in the offering by the Underwriter or any of its selected dealers. In addition, the Company will pay the Underwriter a fee in an amount equal to one-half of one percent (1/2%) of the aggregate gross amount of Debentures maturing July 1, 2002 2006 and one percent (1%) of the aggregate gross amount of Debentures maturing July 1, 2004 2008 and July 1, 20062010, in each case sold in the offering, such fee to be paid upon completion of the offering. The Underwriter shall have the right to associate with other dealers selected by the Underwriter who are members of the National Association of Securities Dealers, Inc., pursuant to a written Selected Dealer Agreement, and to offer a part of the Debentures to such selected dealers for sale by them at the offering price. In no event shall sales be made to accounts over which the Underwriter or any dealer may exercise discretionary authority without the written approval of the customer and the Underwriter prior to the execution of any order, and the Selected Dealer Agreement will include provisions so as to assure compliance with this restriction. The Selected Dealer Agreement will provide that if a Debenture is sold through any such selected dealer, the Underwriter will allow to such selected dealer the entire commission paid by the Company for such Debenture. If a Debenture is sold directly by the Underwriter, the Underwriter will retain the entire commission paid by the Company for such Debenture. The Underwriter shall take such steps as it deems appropriate to assure that purchasers of Debentures meet the suitability standards set forth in the Prospectus or otherwise imposed by the Company and will maintain for a period of at least four (4) years a record of the information obtained to indicate that such standards have been met. (c) The obligation of the Underwriter to offer the Debentures is subject to receipt by the Underwriter of a copy of written advice from the Commission that the Registration Statement is effective. It is also subject to the Debentures being qualified for offering under applicable state securities laws. (i) A special interest-bearing account (the "Escrow Account"') will be opened and maintained at M&T Canandaigua National Bank and Trust Company (the "Bank") in RochesterCanandaigua, New York, for the purpose of holding subscription funds in escrow until the First Closing Date (as hereinafter defined). The title of the Escrow Account will be "Canandaigua National Bank & Trust Company, as Escrow Agent for Intervest Corporation of New York Escrow AccountMortgage Corporation". All subscription funds shall be in the form of wire transfers of immediately available funds, or checks, and all checks should be made payable to "M&T Bank, as CNB - Escrow Agent for Intervest Corporation of New YorkIntervest." After the First Closing Date all checks for subscriptions of Debentures shall be made payable to "Intervest Corporation of New YorkMortgage Corporation", the Company. The Company, the Underwriter and the Bank will, prior to the beginning of the offering of the Debentures, enter into an escrow agreement with respect to the Escrow Account in form satisfactory to the parties. The parties hereto agree to faithfully perform their obligations under such escrow agreement. Except to the extent that interest earned on the funds in the Escrow Account may be applied to pay escrow expenses in the event the offering is terminated prior to the First Closing Date, all costs, expenses, and charges incurred in connection with the Escrow Account shall be paid by the Company. (ii) Until the First Closing Date all funds received from subscribers by any selected dealer shall be promptly transmitted to the Bank (for deposit in the Escrow Account), but in any event such funds shall be so transmitted by noon of the next business day following the day such funds are received from the subscriber by the selected dealer. The Underwriter shall promptly transmit to the Bank all funds received by it from subscribers for deposit in the Escrow Account in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended, but in any event such funds shall be so transmitted for deposit by noon of the next business day following the day such funds are received. After the First Closing Date all funds received from subscribers by any selected dealer shall be promptly transmitted to the Underwriter for distribution to the Company, but in any event such funds shall be transmitted by noon of the next business day following the day such funds are received by the selected dealer. (iii) The first closing of the offering will take place at the offices of counsel to the Company on a date (the "First Closing Date") which is within ten business days after the date on which acceptable subscriptions have been received in cleared, collected funds for at least $4,500,000 6,000,000 of Debentures. (iv) On the First Closing Date the Underwriter will cause the Bank to distribute the funds on deposit in the Escrow Account to the Company, selected dealers and the Underwriter, as their interests may appear. The Underwriter will be entitled to cause the Bank to distribute to the Underwriter from the Escrow Account an amount sufficient to pay all of the commissions on the Debentures sold to which the Underwriter and selected dealers are entitled under the provisions of Section 3(b) hereof. Debentures may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, the Underwriter will distribute the checks for subscriptions of Debentures directly to the Company within one business day of receipt by the Underwriter. The Company shall, not less frequently than twice in each calendar month, remit to the Underwriter commissions on the Debentures sold to which the Underwriter and selected dealers are entitled under the provisions of Section 3(b) hereof. (v) In the event the offering pursuant to the Prospectus is terminated prior to the First Closing Date for any reason whatsoever, the Underwriter shall promptly cause the Bank to refund to the subscribers of the Debentures all funds which have been received from them by the Underwriter. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each subscriber on subscription and without regard to the date when such subscription funds were paid by the subscriber. (e) In the event the offering is terminated prior to the First Closing Date, this Agreement shall terminate, and upon the payments and refunds to subscribers being made as provided in Section 3(d)(v), neither party hereto shall have any further liability to the other hereunder. (f) The Company shall pay all costs and expenses incident to the performance of the obligations of the Company hereunder, including the fees and expenses of the Company's counsel and accountants, registration fees, the costs and expenses incident to the preparation, printing and shipping of the Registration Statement, each preliminary prospectus, if any, the final Prospectus and all amendments and supplements thereto and this Agreement and related documents, filing fees required to be paid to the National Association of Securities Dealers, Inc., the costs incurred in connection with the qualification of the Debentures under applicable state securities laws and the fee of Underwriter's legal counsel. The Underwriter shall pay all other costs incurred or to be incurred by it, or by its personnel, in connection with the offering of the Debentures.

Employment of Underwriter. (a) Subject to the terms and conditions herein set forth, the effective date of this Agreement commences on the effective date under the Act of the Registration Statement (the "Effective Date"), and the Company hereby appoints the Underwriter as its exclusive agent as of the Effective Date, for the purpose of offering the Debentures as provided in this Agreement on a "best efforts" basis with at least $4,500,000 6,500,000 of the Debentures required to be sold within 90 days after the Effective Date if any Debentures are sold. The Underwriter agrees to use its best efforts to sell the Debentures as agent for the Company. It is understood and agreed that there is no firm commitment on the part of the Underwriter to purchase any of the Debentures. (b) The Underwriter will offer the Debentures hereunder at a price of $10,000 per Debenture. The Underwriter will be entitled to a commission of three percent (3%) of the purchase price of each Debenture maturing July October 1, 20022006, five percent (5%) of the purchase price of each Debenture maturing July October 1, 20042008, and seven percent (7%) of each Debenture maturing July October 1, 20062010, in each case sold in the offering by the Underwriter or any of its selected dealers. In addition, the Company will pay the Underwriter a fee in an amount equal to one-half of one percent (1/2%) of the aggregate gross amount of Debentures maturing July October 1, 2002 2006 and one percent (1%) of the aggregate gross amount of Debentures maturing July October 1, 2004 2008 and July October 1, 20062010, in each case sold in the offering, such fee to be paid upon completion of the offering. The Underwriter shall have the right to associate with other dealers selected by the Underwriter who are members of the National Association of Securities Dealers, Inc., pursuant to a written Selected Dealer Agreement, and to offer a part of the Debentures to such selected dealers for sale by them at the offering price. In no event shall sales be made to accounts over which the Underwriter or any dealer may exercise discretionary authority without the written approval of the customer and the Underwriter prior to the execution of any order, and the Selected Dealer Agreement will include provisions so as to assure compliance with this restriction. The Selected Dealer Agreement will provide that if a Debenture is sold through any such selected dealer, the Underwriter will allow to such selected dealer the entire commission paid by the Company for such Debenture. If a Debenture is sold directly by the Underwriter, the Underwriter will retain the entire commission paid by the Company for such Debenture. The Underwriter shall take such steps as it deems appropriate to assure that purchasers of Debentures meet the suitability standards set forth in the Prospectus or otherwise imposed by the Company and will maintain for a period of at least four (4) years a record of the information obtained to indicate that such standards have been met. (c) The obligation of the Underwriter to offer the Debentures is subject to receipt by the Underwriter of a copy of written advice from the Commission that the Registration Statement is effective. It is also subject to the Debentures being qualified for offering under applicable state securities laws. (i) A special interest-bearing account (the "Escrow Account"'`) will be opened and maintained at M&T Canandaigua National Bank and Trust Company (the "Bank") in RochesterCanandaigua, New York, for the purpose of holding subscription funds in escrow until the First Closing Date (as hereinafter defined). The title of the Escrow Account will be "Canandaigua National Bank & Trust Company, as Escrow Agent for Intervest Corporation of New York Escrow AccountMortgage Corporation". All subscription funds shall be in the form of wire transfers of immediately available funds, or checks, and all checks should be made payable to "M&T Bank, as CNB - Escrow Agent for Intervest Corporation of New YorkIntervest." After the First Closing Date all checks for subscriptions of Debentures shall be made payable to "Intervest Corporation of New YorkMortgage Corporation", the Company. The Company, the Underwriter and the Bank will, prior to the beginning of the offering of the Debentures, enter into an escrow agreement with respect to the Escrow Account in form satisfactory to the parties. The parties hereto agree to faithfully perform their obligations under such escrow agreement. Except to the extent that interest earned on the funds in the Escrow Account may be applied to pay escrow expenses in the event the offering is terminated prior to the First Closing Date, all costs, expenses, and charges incurred in connection with the Escrow Account shall be paid by the Company. (ii) Until the First Closing Date all funds received from subscribers by any selected dealer shall be promptly transmitted to the Bank (for deposit in the Escrow Account), but in any event such funds shall be so transmitted by noon of the next business day following the day such funds are received from the subscriber by the selected dealer. The Underwriter shall promptly transmit to the Bank all funds received by it from subscribers for deposit in the Escrow Account in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended, but in any event such funds shall be so transmitted for deposit by noon of the next business day following the day such funds are received. After the First Closing Date all funds received from subscribers by any selected dealer shall be promptly transmitted to the Underwriter for distribution to the Company, but in any event such funds shall be transmitted by noon of the next business day following the day such funds are received by the selected dealer. (iii) The first closing of the offering will take place at the offices of counsel to the Company on a date (the "First Closing Date") which is within ten business days after the date on which acceptable subscriptions have been received in cleared, collected funds for at least $4,500,000 6,500,000 of Debentures. (iv) On the First Closing Date the Underwriter will cause the Bank to distribute the funds on deposit in the Escrow Account to the Company, selected dealers and the Underwriter, as their interests may appear. The Underwriter will be entitled to cause the Bank to distribute to the Underwriter from the Escrow Account an amount sufficient to pay all of the commissions on the Debentures sold to which the Underwriter and selected dealers are entitled under the provisions of Section 3(b) hereof. Debentures may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, the Underwriter will distribute the checks for subscriptions of Debentures directly to the Company within one business day of receipt by the Underwriter. The Company shall, not less frequently than twice in each calendar month, remit to the Underwriter commissions on the Debentures sold to which the Underwriter and selected dealers are entitled under the provisions of Section 3(b) hereof. (v) In the event the offering pursuant to the Prospectus is terminated prior to the First Closing Date for any reason whatsoever, the Underwriter shall promptly cause the Bank to refund to the subscribers of the Debentures all funds which have been received from them by the Underwriter. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each subscriber on subscription and without regard to the date when such subscription funds were paid by the subscriber. (e) In the event the offering is terminated prior to the First Closing Date, this Agreement shall terminate, and upon the payments and refunds to subscribers being made as provided in Section 3(d)(v), neither party hereto shall have any further liability to the other hereunder. (f) The Company shall pay all costs and expenses incident to the performance of the obligations of the Company hereunder, including the fees and expenses of the Company's counsel and accountants, registration fees, the costs and expenses incident to the preparation, printing and shipping of the Registration Statement, each preliminary prospectus, if any, the final Prospectus and all amendments and supplements thereto and this Agreement and related documents, filing fees required to be paid to the National Association of Securities Dealers, Inc., the costs incurred in connection with the qualification of the Debentures under applicable state securities laws and the fee of Underwriter's legal counsel. The Underwriter shall pay all other costs incurred or to be incurred by it, or by its personnel, in connection with the offering of the Debentures.

Employment of Underwriter. (a) Subject to the terms and conditions herein set forth, the effective date of this Agreement commences on the effective date under the Act of the Registration Statement (the "Effective Date"), and the Company hereby appoints the Underwriter as its exclusive agent as of the Effective Date, for the purpose of offering the Debentures as provided in this Agreement on a "best efforts" basis with at least $4,500,000 9,500,000 of the Debentures required to be sold within 90 days after the Effective Date if any Debentures are sold. The Underwriter agrees to use its best efforts to sell the Debentures as agent for the Company. It is understood and agreed that there is no firm commitment on the part of the Underwriter to purchase any of the Debentures. (b) The Underwriter will offer the Debentures hereunder at a price of $10,000 per Debenture. The Underwriter will be entitled to a commission of three percent (3%) of the purchase price of each Debenture maturing July January 1, 20022008, five percent (5%) of the purchase price of each Debenture maturing July January 1, 20042010, and seven percent (7%) of each Debenture maturing July January 1, 20062012, in each case sold in the offering by the Underwriter or any of its selected dealers. In addition, the Company will pay the Underwriter a fee in an amount equal to one-half of one percent (1/2%) of the aggregate gross amount of Debentures maturing July January 1, 2002 2008 and one percent (1%) of the aggregate gross amount of Debentures maturing July January 1, 2004 2010 and July January 1, 20062012, in each case sold in the offering, such fee to be paid upon completion of the offering. The Underwriter shall have the right to associate with other dealers selected by the Underwriter who are members of the National Association of Securities Dealers, Inc., pursuant to a written Selected Dealer Agreement, and to offer a part of the Debentures to such selected dealers for sale by them at the offering price. In no event shall sales be made to accounts over which the Underwriter or any dealer may exercise discretionary authority without the written approval of the customer and the Underwriter prior to the execution of any order, and the Selected Dealer Agreement will include provisions so as to assure compliance with this restriction. The Selected Dealer Agreement will provide that if a Debenture is sold through any such selected dealer, the Underwriter will allow to such selected dealer the entire commission paid by the Company for such Debenture. If a Debenture is sold directly by the Underwriter, the Underwriter will retain the entire commission paid by the Company for such Debenture. The Underwriter shall take such steps as it deems appropriate to assure that purchasers of Debentures meet the suitability standards set forth in the Prospectus or otherwise imposed by the Company and will maintain for a period of at least four (4) years a record of the information obtained to indicate that such standards have been met. (c) The obligation of the Underwriter to offer the Debentures is subject to receipt by the Underwriter of a copy of written advice from the Commission that the Registration Statement is effective. It is also subject to the Debentures being qualified for offering under applicable state securities laws. (i) A special interest-bearing account (the "Escrow Account"') will be opened and maintained at M&T Canandaigua National Bank and Trust Company (the "Bank") in RochesterCanandaigua, New York, for the purpose of holding subscription funds in escrow until the First Closing Date (as hereinafter defined). The title of the Escrow Account will be "Canandaigua National Bank & Trust Company, as Escrow Agent for Intervest Corporation of New York Escrow AccountMortgage Corporation". All subscription funds shall be in the form of wire transfers of immediately available funds, or checks, and all checks should be made payable to "M&T Bank, as CNB - Escrow Agent for Intervest Corporation of New YorkIntervest." After the First Closing Date all checks for subscriptions of Debentures shall be made payable to "Intervest Corporation of New YorkMortgage Corporation", the Company. The Company, the Underwriter and the Bank will, prior to the beginning of the offering of the Debentures, enter into an escrow agreement with respect to the Escrow Account in form satisfactory to the parties. The parties hereto agree to faithfully perform their obligations under such escrow agreement. Except to the extent that interest earned on the funds in the Escrow Account may be applied to pay escrow expenses in the event the offering is terminated prior to the First Closing Date, all costs, expenses, and charges incurred in connection with the Escrow Account shall be paid by the Company. (ii) Until the First Closing Date all funds received from subscribers by any selected dealer shall be promptly transmitted to the Bank (for deposit in the Escrow Account), but in any event such funds shall be so transmitted by noon of the next business day following the day such funds are received from the subscriber by the selected dealer. The Underwriter shall promptly transmit to the Bank all funds received by it from subscribers for deposit in the Escrow Account in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended, but in any event such funds shall be so transmitted for deposit by noon of the next business day following the day such funds are received. After the First Closing Date all funds received from subscribers by any selected dealer shall be promptly transmitted to the Underwriter for distribution to the Company, but in any event such funds shall be transmitted by noon of the next business day following the day such funds are received by the selected dealer. (iii) The first closing of the offering will take place at the offices of counsel to the Company on a date (the "First Closing Date") which is within ten business days after the date on which acceptable subscriptions have been received in cleared, collected funds for at least $4,500,000 9,500,000 of Debentures. (iv) On the First Closing Date the Underwriter will cause the Bank to distribute the funds on deposit in the Escrow Account to the Company, selected dealers and the Underwriter, as their interests may appear. The Underwriter will be entitled to cause the Bank to distribute to the Underwriter from the Escrow Account an amount sufficient to pay all of the commissions on the Debentures sold to which the Underwriter and selected dealers are entitled under the provisions of Section 3(b) hereof. Debentures may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, the Underwriter will distribute the checks for subscriptions of Debentures directly to the Company within one business day of receipt by the Underwriter. The Company shall, not less frequently than twice in each calendar month, remit to the Underwriter commissions on the Debentures sold to which the Underwriter and selected dealers are entitled under the provisions of Section 3(b) hereof. (v) In the event the offering pursuant to the Prospectus is terminated prior to the First Closing Date for any reason whatsoever, the Underwriter shall promptly cause the Bank to refund to the subscribers of the Debentures all funds which have been received from them by the Underwriter. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each subscriber on subscription and without regard to the date when such subscription funds were paid by the subscriber. (e) In the event the offering is terminated prior to the First Closing Date, this Agreement shall terminate, and upon the payments and refunds to subscribers being made as provided in Section 3(d)(v), neither party hereto shall have any further liability to the other hereunder. (f) The Company shall pay all costs and expenses incident to the performance of the obligations of the Company hereunder, including the fees and expenses of the Company's counsel and accountants, registration fees, the costs and expenses incident to the preparation, printing and shipping of the Registration Statement, each preliminary prospectus, if any, the final Prospectus and all amendments and supplements thereto and this Agreement and related documents, filing fees required to be paid to the National Association of Securities Dealers, Inc., the costs incurred in connection with the qualification of the Debentures under applicable state securities laws and the fee of Underwriter's legal counsel. The Underwriter shall pay all other costs incurred or to be incurred by it, or by its personnel, in connection with the offering of the Debentures.

Employment of Underwriter. (a) Subject to the terms and conditions herein set forth, the effective date of this Agreement commences on the effective date under the Act of the Registration Statement (the "Effective Date"), and the Company hereby appoints the Underwriter as its exclusive agent as of the Effective Date, for the purpose of offering the Debentures as provided in this Agreement on a "best efforts" basis with at least $4,500,000 12,000,000 of the Debentures required to be sold within 90 days after the Effective Date if any Debentures are sold. The Underwriter agrees to use its best efforts to sell the Debentures as agent for the Company. It is understood and agreed that there is no firm commitment on the part of the Underwriter to purchase any of the Debentures. (b) The Underwriter will offer the Debentures hereunder at a price of $10,000 per Debenture. The Underwriter will be entitled to a commission of three percent (3%) of the purchase price of each Debenture maturing July 1, 20022008, five percent (5%) of the purchase price of each Debenture maturing July 1, 20042010, and seven percent (7%) of each Debenture maturing July 1, 20062012, in each case sold in the offering by the Underwriter or any of its selected dealers. In addition, the Company will pay the Underwriter a fee in an amount equal to one-half of one percent (1/2( %) of the aggregate gross amount of Debentures maturing July 1, 2002 2008 and one percent (1%) of the aggregate gross amount of Debentures maturing July 1, 2004 2010 and July 1, 20062012, in each case sold in the offering, such fee to be paid upon completion of the offering. The Underwriter shall have the right to associate with other dealers selected by the Underwriter who are members of the National Association of Securities Dealers, Inc., pursuant to a written Selected Dealer Agreement, and to offer a part of the Debentures to such selected dealers for sale by them at the offering price. In no event shall sales be made to accounts over which the Underwriter or any dealer may exercise discretionary authority without the written approval of the customer and the Underwriter prior to the execution of any order, and the Selected Dealer Agreement will include provisions so as to assure compliance with this restriction. The Selected Dealer Agreement will provide that if a Debenture is sold through any such selected dealer, the Underwriter will allow to such selected dealer the entire commission paid by the Company for such Debenture. If a Debenture is sold directly by the Underwriter, the Underwriter will retain the entire commission paid by the Company for such Debenture. The Underwriter shall take such steps as it deems appropriate to assure that purchasers of Debentures meet the suitability standards set forth in the Prospectus or otherwise imposed by the Company and will maintain for a period of at least four (4) years a record of the information obtained to indicate that such standards have been met. (c) The obligation of the Underwriter to offer the Debentures is subject to receipt by the Underwriter of a copy of written advice from the Commission that the Registration Statement is effective. It is also subject to the Debentures being qualified for offering under applicable state securities laws. (i) A special interest-bearing account (the "Escrow Account"') will be opened and maintained at M&T Canandaigua National Bank and Trust Company (the "Bank") in RochesterCanandaigua, New York, for the purpose of holding subscription funds in escrow until the First Closing Date (as hereinafter defined). The title of the Escrow Account will be "Canandaigua National Bank & Trust Company, as Escrow Agent for Intervest Corporation of New York Escrow AccountMortgage Corporation". All subscription funds shall be in the form of wire transfers of immediately available funds, or checks, and all checks should be made payable to "M&T Bank, as CNB - Escrow Agent for Intervest Corporation of New YorkIntervest." After the First Closing Date all checks for subscriptions of Debentures shall be made payable to "Intervest Corporation of New YorkMortgage Corporation", the Company. The Company, the Underwriter and the Bank will, prior to the beginning of the offering of the Debentures, enter into an escrow agreement with respect to the Escrow Account in form satisfactory to the parties. The parties hereto agree to faithfully perform their obligations under such escrow agreement. Except to the extent that interest earned on the funds in the Escrow Account may be applied to pay escrow expenses in the event the offering is terminated prior to the First Closing Date, all costs, expenses, and charges incurred in connection with the Escrow Account shall be paid by the Company. (ii) Until the First Closing Date all funds received from subscribers by any selected dealer shall be promptly transmitted to the Bank (for deposit in the Escrow Account), but in any event such funds shall be so transmitted by noon of the next business day following the day such funds are received from the subscriber by the selected dealer. The Underwriter shall promptly transmit to the Bank all funds received by it from subscribers for deposit in the Escrow Account in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended, but in any event such funds shall be so transmitted for deposit by noon of the next business day following the day such funds are received. After the First Closing Date all funds received from subscribers by any selected dealer shall be promptly transmitted to the Underwriter for distribution to the Company, but in any event such funds shall be transmitted by noon of the next business day following the day such funds are received by the selected dealer. (iii) The first closing of the offering will take place at the offices of counsel to the Company on a date (the "First Closing Date") which is within ten business days after the date on which acceptable subscriptions have been received in cleared, collected funds for at least $4,500,000 12,000,000 of Debentures. (iv) On the First Closing Date the Underwriter will cause the Bank to distribute the funds on deposit in the Escrow Account to the Company, selected dealers and the Underwriter, as their interests may appear. The Underwriter will be entitled to cause the Bank to distribute to the Underwriter from the Escrow Account an amount sufficient to pay all of the commissions on the Debentures sold to which the Underwriter and selected dealers are entitled under the provisions of Section 3(b) hereof. Debentures may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, the Underwriter will distribute the checks for subscriptions of Debentures directly to the Company within one business day of receipt by the Underwriter. The Company shall, not less frequently than twice in each calendar month, remit to the Underwriter commissions on the Debentures sold to which the Underwriter and selected dealers are entitled under the provisions of Section 3(b) hereof. (v) In the event the offering pursuant to the Prospectus is terminated prior to the First Closing Date for any reason whatsoever, the Underwriter shall promptly cause the Bank to refund to the subscribers of the Debentures all funds which have been received from them by the Underwriter. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each subscriber on subscription and without regard to the date when such subscription funds were paid by the subscriber. (e) In the event the offering is terminated prior to the First Closing Date, this Agreement shall terminate, and upon the payments and refunds to subscribers being made as provided in Section 3(d)(v), neither party hereto shall have any further liability to the other hereunder. (f) The Company shall pay all costs and expenses incident to the performance of the obligations of the Company hereunder, including the fees and expenses of the Company's counsel and accountants, registration fees, the costs and expenses incident to the preparation, printing and shipping of the Registration Statement, each preliminary prospectus, if any, the final Prospectus and all amendments and supplements thereto and this Agreement and related documents, filing fees required to be paid to the National Association of Securities Dealers, Inc., the costs incurred in connection with the qualification of the Debentures under applicable state securities laws and the fee of Underwriter's legal counsel. The Underwriter shall pay all other costs incurred or to be incurred by it, or by its personnel, in connection with the offering of the Debentures.

Employment of Underwriter. (a) Subject to the terms and conditions herein set forth, the effective date of this Agreement commences on the effective date under the Act of the Registration Statement (the "Effective Date"), and the Company hereby appoints the Underwriter as its exclusive agent as of the Effective Date, for the purpose of offering the Debentures as provided in this Agreement on a "best efforts" basis with at least $4,500,000 5,000,000 of the Debentures required to be sold within 90 75 days after the Effective Date if any Debentures are sold. The Underwriter agrees to use its best efforts to sell the Debentures as agent for the Company. It is understood and agreed that there is no firm commitment on the part of the Underwriter to purchase any of the Debentures. (b) The Underwriter will offer the Debentures hereunder at a price of $10,000 per Debenture. The Underwriter will be entitled to a commission of three percent (3%) of the purchase price of each Debenture maturing July 1, 2002, five percent (5%) of the purchase price of each Debenture maturing July 1, 2004, and seven percent (7%) of the purchase price on each Debenture maturing July 1, 2006, in each case sold in the offering by the Underwriter or any of its selected dealers. In addition, the Company will pay the Underwriter a fee in an amount equal to one-half of one percent (1/2%) of the aggregate gross amount of Debentures maturing July 1, 2002 and one percent (1%) of the aggregate gross amount of Debentures maturing July 1, 2004 and July 1, 2006, in each case sold in the offering, such fee to be paid upon completion of the offering. The Underwriter shall have the right to associate with other dealers selected by the Underwriter who are members of the National Association of Securities Dealers, Inc., pursuant to a written Selected Dealer Agreement, and to offer a part of the Debentures to such selected dealers for sale by them at the offering price. In no event shall sales be made to accounts over which the Underwriter or any dealer may exercise discretionary authority without the written approval of the customer and the Underwriter prior to the execution of any order, and the Selected Dealer Agreement will include provisions so as to assure compliance with this restriction. The Selected Dealer Agreement will provide that if a Debenture is sold through any such selected dealer, the Underwriter will allow to such selected dealer the entire commission paid by the Company for such Debenture. If a Debenture is sold directly by the Underwriter, the Underwriter will retain the entire commission paid by the Company for such Debenture. The Underwriter shall take such steps as it deems appropriate to assure that purchasers of Debentures meet the suitability standards set forth in the Prospectus or otherwise imposed by the Company and will maintain for a period of at least four (4) years a record of the information obtained to indicate that such standards have been met. (c) The obligation of the Underwriter to offer the Debentures is subject to receipt by the Underwriter of a copy of written advice from the Commission that the Registration Statement is effective. It is also subject to the Debentures being qualified for offering under applicable state securities laws. (i) A special interest-bearing account (the "Escrow Account"') will be opened and maintained at M&T Bank Manufacturers and Traders Trust Company (the "Bank") in Rochester, New York, for the purpose of holding subscription funds in escrow until the First Closing Date (as hereinafter defined). The title of the Escrow Account will be "Intervest Bancshares Corporation of New York Escrow Account". All subscription funds shall be in the form of wire transfers of immediately available funds, or checks, and all checks should be made payable to "M&T Bank, as Escrow Agent for Intervest Corporation of New YorkBancshares Corporation." After the First Closing Date all checks for subscriptions of Debentures shall be made payable to "Intervest Corporation of New YorkBancshares Corporation", the Company. The Company, the Underwriter and the Bank will, prior to the beginning of the offering of the Debentures, enter into an escrow agreement with respect to the Escrow Account in form satisfactory to the parties. The parties hereto agree to faithfully perform their obligations under such escrow agreement. Except to the extent that interest earned on the funds in the Escrow Account may be applied to pay escrow expenses in the event the offering is terminated prior to the First Closing Date, all costs, expenses, and charges incurred in connection with the Escrow Account shall be paid by the Company. (ii) Until the First Closing Date all funds received from subscribers by any selected dealer shall be promptly transmitted to the Bank (for deposit in the Escrow Account), but in any event such funds shall be so transmitted by noon of the next business day following the day such funds are received from the subscriber by the selected dealer. The Underwriter shall promptly transmit to the Bank all funds received by it from subscribers for deposit in the Escrow Account in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended, but in any event such funds shall be so transmitted for deposit by noon of the next business day following the day such funds are received. After the First Closing Date all funds received from subscribers by any selected dealer shall be promptly transmitted to the Underwriter for distribution to the Company, but in any event such funds shall be transmitted by noon of the next business day following the day such funds are received by the selected dealer. (iii) The first closing of the offering will take place at the offices of counsel to the Company on a date (the "First Closing Date") which is within ten business days after the date on which acceptable subscriptions have been received in cleared, collected funds for at least $4,500,000 5,000,000 of Debentures. (iv) On the First Closing Date the Underwriter will cause the Bank to distribute the funds on deposit in the Escrow Account to the Company, selected dealers and the Underwriter, as their interests may appear. The Underwriter will be entitled to cause the Bank to distribute to the Underwriter from the Escrow Account an amount sufficient to pay all of the commissions on the Debentures sold to which the Underwriter and selected dealers are entitled under the provisions of Section 3(b3(c) hereof. Debentures may continue to be offered and sold for up to 120 150 days after the First Closing Date. After the First Closing Date, the Underwriter will distribute the checks for subscriptions of Debentures directly to the Company within one business day of receipt by the Underwriter. The Company shall, not less frequently than twice upon each subsequent closing in each calendar monthwhich Debentures are issued, remit to the Underwriter commissions on the Debentures sold to which the Underwriter and selected dealers are entitled under the provisions of Section 3(b3(c) hereof. (v) In the event the offering pursuant to the Prospectus is terminated prior to the First Closing Date for any reason whatsoever, the Underwriter shall promptly cause the Bank to refund to the subscribers of the Debentures all funds which have been received from them by the Underwriter. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each subscriber on subscription and without regard to the date when such subscription funds were paid by the subscriber. (e) In the event the offering is terminated prior to the First Closing Date, this Agreement shall terminate, and upon the payments and refunds to subscribers being made as provided in Section 3(d)(v3(f)(v), neither party hereto shall have any further liability to the other hereunder. In such event, the Underwriter shall not be entitled to any fees or commissions hereunder and none of the Warrants described in Section 3(d) will be delivered or deliverable. (f) The Company shall pay all costs and expenses incident to the performance of the obligations of the Company hereunder, including the fees and expenses of the Company's counsel and accountants, registration fees, the costs and expenses incident to the preparation, printing and shipping of the Registration Statement, each preliminary prospectus, if any, the final Prospectus and all amendments and supplements thereto and this Agreement and related documents, filing fees required to be paid to the National Association of Securities Dealers, Inc., the costs incurred in connection with the qualification of the Debentures under applicable state securities laws and the fee of Underwriter's legal counsel. The Underwriter shall pay all other costs incurred or to be incurred by it, or by its personnel, in connection with the offering of the Debentures.

Employment of Underwriter. (a) Subject to the terms and conditions herein set forth, the effective date of this Agreement commences on the effective date under the Act of the Registration Statement (the "Effective Date"), and the Company hereby appoints the Underwriter as its exclusive agent as of the Effective Date, for the purpose of offering the Debentures as provided in this Agreement on a "best efforts" basis with at least $4,500,000 4,000,000 of the Debentures required to be sold within 90 days after the Effective Date if any Debentures are sold. The Underwriter agrees to use its best efforts to sell the Debentures as agent for the Company. It is understood and agreed that there is no firm commitment on the part of the Underwriter to purchase any of the Debentures. (b) The Underwriter will offer the Debentures hereunder at a price of $10,000 per Debenture. The Underwriter will be entitled to a commission of three percent (3%) of the purchase price of each Debenture maturing July October 1, 20022004, five percent (5%) of the purchase price of each Debenture maturing July October 1, 20042006, and seven percent (7%) of each Debenture maturing July October 1, 20062008, in each case sold in the offering by the Underwriter or any of its selected dealers. In addition, the Company will pay the Underwriter a fee in an amount equal to one-half of one percent (1/2%) of the aggregate gross amount of Debentures maturing July October 1, 2002 2004 and one percent (1%) of the aggregate gross amount of Debentures maturing July October 1, 2004 2006 and July October 1, 20062008, in each case sold in the offering, such fee to be paid upon completion of the offering. The Underwriter shall have the right to associate with other dealers selected by the Underwriter who are members of the National Association of Securities Dealers, Inc., pursuant to a written Selected Dealer Agreement, and to offer a part of the Debentures to such selected dealers for sale by them at the offering price. In no event shall sales be made to accounts over which the Underwriter or any dealer may exercise discretionary authority without the written approval of the customer and the Underwriter prior to the execution of any order, and the Selected Dealer Agreement will include provisions so as to assure compliance with this restriction. The Selected Dealer Agreement will provide that if a Debenture is sold through any such selected dealer, the Underwriter will allow to such selected dealer the entire commission paid by the Company for such Debenture. If a Debenture is sold directly by the Underwriter, the Underwriter will retain the entire commission paid by the Company for such Debenture. The Underwriter shall take such steps as it deems appropriate to assure that purchasers of Debentures meet the suitability standards set forth in the Prospectus or otherwise imposed by the Company and will maintain for a period of at least four (4) years a record of the information obtained to indicate that such standards have been met. (c) The obligation of the Underwriter to offer the Debentures is subject to receipt by the Underwriter of a copy of written advice from the Commission that the Registration Statement is effective. It is also subject to the Debentures being qualified for offering under applicable state securities laws. (i) A special interest-bearing account (the "Escrow Account"') will be opened and maintained at M&T Bank (the "Bank") in Rochester, New York, for the purpose of holding subscription funds in escrow until the First Closing Date (as hereinafter defined). The title of the Escrow Account will be "Intervest Corporation of New York Escrow Account". All subscription funds shall be in the form of wire transfers of immediately available funds, or checks, and all checks should be made payable to "M&T Bank, as Escrow Agent for Intervest Corporation of New York." After the First Closing Date all checks for subscriptions of Debentures shall be made payable to "Intervest Corporation of New York", the Company. The Company, the Underwriter and the Bank will, prior to the beginning of the offering of the Debentures, enter into an escrow agreement with respect to the Escrow Account in form satisfactory to the parties. The parties hereto agree to faithfully perform their obligations under such escrow agreement. Except to the extent that interest earned on the funds in the Escrow Account may be applied to pay escrow expenses in the event the offering is terminated prior to the First Closing Date, all costs, expenses, and charges incurred in connection with the Escrow Account shall be paid by the Company. (ii) Until the First Closing Date all funds received from subscribers by any selected dealer shall be promptly transmitted to the Bank (for deposit in the Escrow Account), but in any event such funds shall be so transmitted by noon of the next business day following the day such funds are received from the subscriber by the selected dealer. The Underwriter shall promptly transmit to the Bank all funds received by it from subscribers for deposit in the Escrow Account in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended, but in any event such funds shall be so transmitted for deposit by noon of the next business day following the day such funds are received. After the First Closing Date all funds received from subscribers by any selected dealer shall be promptly transmitted to the Underwriter for distribution to the Company, but in any event such funds shall be transmitted by noon of the next business day following the day such funds are received by the selected dealer. (iii) The first closing of the offering will take place at the offices of counsel to the Company on a date (the "First Closing Date") which is within ten business days after the date on which acceptable subscriptions have been received in cleared, collected funds for at least $4,500,000 4,000,000 of Debentures. (iv) On the First Closing Date the Underwriter will cause the Bank to distribute the funds on deposit in the Escrow Account to the Company, selected dealers and the Underwriter, as their interests may appear. The Underwriter will be entitled to cause the Bank to distribute to the Underwriter from the Escrow Account an amount sufficient to pay all of the commissions on the Debentures sold to which the Underwriter and selected dealers are entitled under the provisions of Section 3(b) hereof. Debentures may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, the Underwriter will distribute the checks for subscriptions of Debentures directly to the Company within one business day of receipt by the Underwriter. The Company shall, not less frequently than twice in each calendar month, remit to the Underwriter commissions on the Debentures sold to which the Underwriter and selected dealers are entitled under the provisions of Section 3(b) hereof. (v) In the event the offering pursuant to the Prospectus is terminated prior to the First Closing Date for any reason whatsoever, the Underwriter shall promptly cause the Bank to refund to the subscribers of the Debentures all funds which have been received from them by the Underwriter. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each subscriber on subscription and without regard to the date when such subscription funds were paid by the subscriber. (e) In the event the offering is terminated prior to the First Closing Date, this Agreement shall terminate, and upon the payments and refunds to subscribers being made as provided in Section 3(d)(v), neither party hereto shall have any further liability to the other hereunder. (f) The Company shall pay all costs and expenses incident to the performance of the obligations of the Company hereunder, including the fees and expenses of the Company's counsel and accountants, registration fees, the costs and expenses incident to the preparation, printing and shipping of the Registration Statement, each preliminary prospectus, if any, the final Prospectus and all amendments and supplements thereto and this Agreement and related documents, filing fees required to be paid to the National Association of Securities Dealers, Inc., the costs incurred in connection with the qualification of the Debentures under applicable state securities laws and the fee of Underwriter's legal counsel. The Underwriter shall pay all other costs incurred or to be incurred by it, or by its personnel, in connection with the offering of the Debentures.

Employment of Underwriter. (a) Subject to the terms and conditions herein set forth, the effective date of this Agreement commences on the effective date under the Act of the Registration Statement (the "Effective Date"), and the Company hereby appoints the Underwriter as its exclusive agent as of the Effective Date, for the purpose of offering the Debentures as provided in this Agreement on a "best efforts" basis with at least $4,500,000 6,000,000 of the Debentures required to be sold within 90 days after the Effective Date if any Debentures are sold. The Underwriter agrees to use its best efforts to sell the Debentures as agent for the Company. It is understood and agreed that there is no firm commitment on the part of the Underwriter to purchase any of the Debentures. (b) The Underwriter will offer the Debentures hereunder at a price of $10,000 per Debenture. The Underwriter will be entitled to a commission of three percent (3%) of the purchase price of each Debenture maturing July January 1, 20022006, five percent (5%) of the purchase price of each Debenture maturing July January 1, 20042008, and seven percent (7%) of each Debenture maturing July January 1, 20062010, in each case sold in the offering by the Underwriter or any of its selected dealers. In addition, the Company will pay the Underwriter a fee in an amount equal to one-half of one percent (1/2%) of the aggregate gross amount of Debentures maturing July January 1, 2002 2006 and one percent (1%) of the aggregate gross amount of Debentures maturing July January 1, 2004 2008 and July January 1, 20062010, in each case sold in the offering, such fee to be paid upon completion of the offering. The Underwriter shall have the right to associate with other dealers selected by the Underwriter who are members of the National Association of Securities Dealers, Inc., pursuant to a written Selected Dealer Agreement, and to offer a part of the Debentures to such selected dealers for sale by them at the offering price. In no event shall sales be made to accounts over which the Underwriter or any dealer may exercise discretionary authority without the written approval of the customer and the Underwriter prior to the execution of any order, and the Selected Dealer Agreement will include provisions so as to assure compliance with this restriction. The Selected Dealer Agreement will provide that if a Debenture is sold through any such selected dealer, the Underwriter will allow to such selected dealer the entire commission paid by the Company for such Debenture. If a Debenture is sold directly by the Underwriter, the Underwriter will retain the entire commission paid by the Company for such Debenture. The Underwriter shall take such steps as it deems appropriate to assure that purchasers of Debentures meet the suitability standards set forth in the Prospectus or otherwise imposed by the Company and will maintain for a period of at least four (4) years a record of the information obtained to indicate that such standards have been met. (c) The obligation of the Underwriter to offer the Debentures is subject to receipt by the Underwriter of a copy of written advice from the Commission that the Registration Statement is effective. It is also subject to the Debentures being qualified for offering under applicable state securities laws. (i) A special interest-bearing account (the "Escrow Account"') will be opened and maintained at M&T Canandaigua National Bank and Trust Company (the "Bank") in RochesterCanandaigua, New York, for the purpose of holding subscription funds in escrow until the First Closing Date (as hereinafter defined). The title of the Escrow Account will be "Canandaigua National Bank & Trust Company, as Escrow Agent for Intervest Corporation of New York Escrow AccountYork". All subscription funds shall be in the form of wire transfers of immediately available funds, or checks, and all checks should be made payable to "M&T Bank, as CNB - Escrow Agent for Intervest Corporation of New YorkIntervest." After the First Closing Date all checks for subscriptions of Debentures shall be made payable to "Intervest Corporation of New York", the Company. The Company, the Underwriter and the Bank will, prior to the beginning of the offering of the Debentures, enter into an escrow agreement with respect to the Escrow Account in form satisfactory to the parties. The parties hereto agree to faithfully perform their obligations under such escrow agreement. Except to the extent that interest earned on the funds in the Escrow Account may be applied to pay escrow expenses in the event the offering is terminated prior to the First Closing Date, all costs, expenses, and charges incurred in connection with the Escrow Account shall be paid by the Company. (ii) Until the First Closing Date all funds received from subscribers by any selected dealer shall be promptly transmitted to the Bank (for deposit in the Escrow Account), but in any event such funds shall be so transmitted by noon of the next business day following the day such funds are received from the subscriber by the selected dealer. The Underwriter shall promptly transmit to the Bank all funds received by it from subscribers for deposit in the Escrow Account in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended, but in any event such funds shall be so transmitted for deposit by noon of the next business day following the day such funds are received. After the First Closing Date all funds received from subscribers by any selected dealer shall be promptly transmitted to the Underwriter for distribution to the Company, but in any event such funds shall be transmitted by noon of the next business day following the day such funds are received by the selected dealer. (iii) The first closing of the offering will take place at the offices of counsel to the Company on a date (the "First Closing Date") which is within ten business days after the date on which acceptable subscriptions have been received in cleared, collected funds for at least $4,500,000 6,000,000 of Debentures. (iv) On the First Closing Date the Underwriter will cause the Bank to distribute the funds on deposit in the Escrow Account to the Company, selected dealers and the Underwriter, as their interests may appear. The Underwriter will be entitled to cause the Bank to distribute to the Underwriter from the Escrow Account an amount sufficient to pay all of the commissions on the Debentures sold to which the Underwriter and selected dealers are entitled under the provisions of Section 3(b) hereof. Debentures may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, the Underwriter will distribute the checks for subscriptions of Debentures directly to the Company within one business day of receipt by the Underwriter. The Company shall, not less frequently than twice in each calendar month, remit to the Underwriter commissions on the Debentures sold to which the Underwriter and selected dealers are entitled under the provisions of Section 3(b) hereof. (v) In the event the offering pursuant to the Prospectus is terminated prior to the First Closing Date for any reason whatsoever, the Underwriter shall promptly cause the Bank to refund to the subscribers of the Debentures all funds which have been received from them by the Underwriter. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each subscriber on subscription and without regard to the date when such subscription funds were paid by the subscriber. (e) In the event the offering is terminated prior to the First Closing Date, this Agreement shall terminate, and upon the payments and refunds to subscribers being made as provided in Section 3(d)(v), neither party hereto shall have any further liability to the other hereunder. (f) The Company shall pay all costs and expenses incident to the performance of the obligations of the Company hereunder, including the fees and expenses of the Company's counsel and accountants, registration fees, the costs and expenses incident to the preparation, printing and shipping of the Registration Statement, each preliminary prospectus, if any, the final Prospectus and all amendments and supplements thereto and this Agreement and related documents, filing fees required to be paid to the National Association of Securities Dealers, Inc., the costs incurred in connection with the qualification of the Debentures under applicable state securities laws and the fee of Underwriter's legal counsel. The Underwriter shall pay all other costs incurred or to be incurred by it, or by its personnel, in connection with the offering of the Debentures.

Employment of Underwriter. (a) Subject to the terms and conditions herein set forth, the effective date of this Agreement commences on the effective date under the Act of the Registration Statement (the "Effective Date"), and the Company hereby appoints the Underwriter as its exclusive agent as of the Effective Date, for the purpose of offering the Debentures as provided in this Agreement on a "best efforts" basis with at least $4,500,000 5,000,000 of the Debentures required to be sold within 90 days after the Effective Date if any Debentures are sold. The Underwriter agrees to use its best efforts to sell the Debentures as agent for the Company. It is understood and agreed that there is no firm commitment on the part of the Underwriter to purchase any of the Debentures. (b) The Underwriter will offer the Debentures hereunder at a price of $10,000 per Debenture. The Underwriter will be entitled to a commission of three percent (3%) of the purchase price of each Debenture maturing July October 1, 20022004, five percent (5%) of the purchase price of each Debenture maturing July October 1, 20042006, and seven percent (7%) of each Debenture maturing July October 1, 20062008, in each case sold in the offering by the Underwriter or any of its selected dealers. In addition, the Company will pay the Underwriter a fee in an amount equal to one-half of one percent (1/2%) of the aggregate gross amount of Debentures maturing July October 1, 2002 2004 and one percent (1%) of the aggregate gross amount of Debentures maturing July October 1, 2004 2006 and July October 1, 20062008, in each case sold in the offering, such fee to be paid upon completion of the offering. The Underwriter shall have the right to associate with other dealers selected by the Underwriter who are members of the National Association of Securities Dealers, Inc., pursuant to a written Selected Dealer Agreement, and to offer a part of the Debentures to such selected dealers for sale by them at the offering price. In no event shall sales be made to accounts over which the Underwriter or any dealer may exercise discretionary authority without the written approval of the customer and the Underwriter prior to the execution of any order, and the Selected Dealer Agreement will include provisions so as to assure compliance with this restriction. The Selected Dealer Agreement will provide that if a Debenture is sold through any such selected dealer, the Underwriter will allow to such selected dealer the entire commission paid by the Company for such Debenture. If a Debenture is sold directly by the Underwriter, the Underwriter will retain the entire commission paid by the Company for such Debenture. The Underwriter shall take such steps as it deems appropriate to assure that purchasers of Debentures meet the suitability standards set forth in the Prospectus or otherwise imposed by the Company and will maintain for a period of at least four (4) years a record of the information obtained to indicate that such standards have been met. (c) The obligation of the Underwriter to offer the Debentures is subject to receipt by the Underwriter of a copy of written advice from the Commission that the Registration Statement is effective. It is also subject to the Debentures being qualified for offering under applicable state securities laws. (i) A special interest-bearing account (the "Escrow Account"') will be opened and maintained at M&T Bank (the "Bank") in Rochester, New York, for the purpose of holding subscription funds in escrow until the First Closing Date (as hereinafter defined). The title of the Escrow Account will be "Intervest Corporation of New York Escrow Account". All subscription funds shall be in the form of wire transfers of immediately available funds, or checks, and all checks should be made payable to "M&T Bank, as Escrow Agent for Intervest Corporation of New York." After the First Closing Date all checks for subscriptions of Debentures shall be made payable to "Intervest Corporation of New York", the Company. The Company, the Underwriter and the Bank will, prior to the beginning of the offering of the Debentures, enter into an escrow agreement with respect to the Escrow Account in form satisfactory to the parties. The parties hereto agree to faithfully perform their obligations under such escrow agreement. Except to the extent that interest earned on the funds in the Escrow Account may be applied to pay escrow expenses in the event the offering is terminated prior to the First Closing Date, all costs, expenses, and charges incurred in connection with the Escrow Account shall be paid by the Company. (ii) Until the First Closing Date all funds received from subscribers by any selected dealer shall be promptly transmitted to the Bank (for deposit in the Escrow Account), but in any event such funds shall be so transmitted by noon of the next business day following the day such funds are received from the subscriber by the selected dealer. The Underwriter shall promptly transmit to the Bank all funds received by it from subscribers for deposit in the Escrow Account in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended, but in any event such funds shall be so transmitted for deposit by noon of the next business day following the day such funds are received. After the First Closing Date all funds received from subscribers by any selected dealer shall be promptly transmitted to the Underwriter for distribution to the Company, but in any event such funds shall be transmitted by noon of the next business day following the day such funds are received by the selected dealer. (iii) The first closing of the offering will take place at the offices of counsel to the Company on a date (the "First Closing Date") which is within ten business days after the date on which acceptable subscriptions have been received in cleared, collected funds for at least $4,500,000 5,000,000 of Debentures. (iv) On the First Closing Date the Underwriter will cause the Bank to distribute the funds on deposit in the Escrow Account to the Company, selected dealers and the Underwriter, as their interests may appear. The Underwriter will be entitled to cause the Bank to distribute to the Underwriter from the Escrow Account an amount sufficient to pay all of the commissions on the Debentures sold to which the Underwriter and selected dealers are entitled under the provisions of Section 3(b) hereof. Debentures may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, the Underwriter will distribute the checks for subscriptions of Debentures directly to the Company within one business day of receipt by the Underwriter. The Company shall, not less frequently than twice in each calendar month, remit to the Underwriter commissions on the Debentures sold to which the Underwriter and selected dealers are entitled under the provisions of Section 3(b) hereof. (v) In the event the offering pursuant to the Prospectus is terminated prior to the First Closing Date for any reason whatsoever, the Underwriter shall promptly cause the Bank to refund to the subscribers of the Debentures all funds which have been received from them by the Underwriter. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each subscriber on subscription and without regard to the date when such subscription funds were paid by the subscriber. (e) In the event the offering is terminated prior to the First Closing Date, this Agreement shall terminate, and upon the payments and refunds to subscribers being made as provided in Section 3(d)(v), neither party hereto shall have any further liability to the other hereunder. (f) The Company shall pay all costs and expenses incident to the performance of the obligations of the Company hereunder, including the fees and expenses of the Company's counsel and accountants, registration fees, the costs and expenses incident to the preparation, printing and shipping of the Registration Statement, each preliminary prospectus, if any, the final Prospectus and all amendments and supplements thereto and this Agreement and related documents, filing fees required to be paid to the National Association of Securities Dealers, Inc., the costs incurred in connection with the qualification of the Debentures under applicable state securities laws and the fee of Underwriter's legal counsel. The Underwriter shall pay all other costs incurred or to be incurred by it, or by its personnel, in connection with the offering of the Debentures.

Employment of Underwriter. (a) Subject to the terms and conditions herein set forth, the effective date of this Agreement commences on the effective date under the Act of the Registration Statement (the "Effective Date"), and the Company hereby appoints the Underwriter as its exclusive agent as of the Effective Date, for the purpose of offering the Debentures as provided in this Agreement on a "best efforts" basis with at least $4,500,000 10,000,000 of the Debentures required to be sold within 90 days after the Effective Date if any Debentures are sold. The Underwriter agrees to use its best efforts to sell the Debentures as agent for the Company. It is understood and agreed that there is no firm commitment on the part of the Underwriter to purchase any of the Debentures. (b) The Underwriter will offer the Debentures hereunder at a price of $10,000 per Debenture. The Underwriter will be entitled to a commission of three percent (3%) of the purchase price of each Debenture maturing July October 1, 20022009, five percent (5%) of the purchase price of each Debenture maturing July October 1, 20042011, and seven percent (7%) of each Debenture maturing July October 1, 20062013, in each case sold in the offering by the Underwriter or any of its selected dealers. In addition, the Company will pay the Underwriter a fee in an amount equal to one-half of one percent (1/2( %) of the aggregate gross amount of Debentures maturing July October 1, 2002 2009 and one percent (1%) of the aggregate gross amount of Debentures maturing July October 1, 2004 2011 and July October 1, 20062013, in each case sold in the offering, such fee to be paid upon completion of the offering. The Underwriter shall have the right to associate with other dealers selected by the Underwriter who are members of the National Association of Securities Dealers, Inc., pursuant to a written Selected Dealer Agreement, and to offer a part of the Debentures to such selected dealers for sale by them at the offering price. In no event shall sales be made to accounts over which the Underwriter or any dealer may exercise discretionary authority without the written approval of the customer and the Underwriter prior to the execution of any order, and the Selected Dealer Agreement will include provisions so as to assure compliance with this restriction. The Selected Dealer Agreement will provide that if a Debenture is sold through any such selected dealer, the Underwriter will allow to such selected dealer the entire commission paid by the Company for such Debenture. If a Debenture is sold directly by the Underwriter, the Underwriter will retain the entire commission paid by the Company for such Debenture. The Underwriter shall take such steps as it deems appropriate to assure that purchasers of Debentures meet the suitability standards set forth in the Prospectus or otherwise imposed by the Company and will maintain for a period of at least four (4) years a record of the information obtained to indicate that such standards have been met. (c) The obligation of the Underwriter to offer the Debentures is subject to receipt by the Underwriter of a copy of written advice from the Commission that the Registration Statement is effective. It is also subject to the Debentures being qualified for offering under applicable state securities laws. (i) A special interest-bearing account (the "Escrow Account"') will be opened and maintained at M&T Canandaigua National Bank and Trust Company (the "Bank") in RochesterCanandaigua, New York, for the purpose of holding subscription funds in escrow until the First Closing Date (as hereinafter defined). The title of the Escrow Account will be "Canandaigua National Bank & Trust Company, as Escrow Agent for Intervest Corporation of New York Escrow AccountMortgage Corporation". All subscription funds shall be in the form of wire transfers of immediately available funds, or checks, and all checks should be made payable to "M&T Bank, as CNB - Escrow Agent for Intervest Corporation of New YorkIntervest." After the First Closing Date all checks for subscriptions of Debentures shall be made payable to "Intervest Corporation of New YorkMortgage Corporation", the Company. The Company, the Underwriter and the Bank will, prior to the beginning of the offering of the Debentures, enter into an escrow agreement with respect to the Escrow Account in form satisfactory to the parties. The parties hereto agree to faithfully perform their obligations under such escrow agreement. Except to the extent that interest earned on the funds in the Escrow Account may be applied to pay escrow expenses in the event the offering is terminated prior to the First Closing Date, all costs, expenses, and charges incurred in connection with the Escrow Account shall be paid by the Company. (ii) Until the First Closing Date all funds received from subscribers by any selected dealer shall be promptly transmitted to the Bank (for deposit in the Escrow Account), but in any event such funds shall be so transmitted by noon of the next business day following the day such funds are received from the subscriber by the selected dealer. The Underwriter shall promptly transmit to the Bank all funds received by it from subscribers for deposit in the Escrow Account in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended, but in any event such funds shall be so transmitted for deposit by noon of the next business day following the day such funds are received. After the First Closing Date all funds received from subscribers by any selected dealer shall be promptly transmitted to the Underwriter for distribution to the Company, but in any event such funds shall be transmitted by noon of the next business day following the day such funds are received by the selected dealer. (iii) The first closing of the offering will take place at the offices of counsel to the Company on a date (the "First Closing Date") which is within ten business days after the date on which acceptable subscriptions have been received in cleared, collected funds for at least $4,500,000 10,000,000 of Debentures. (iv) On the First Closing Date the Underwriter will cause the Bank to distribute the funds on deposit in the Escrow Account to the Company, selected dealers and the Underwriter, as their interests may appear. The Underwriter will be entitled to cause the Bank to distribute to the Underwriter from the Escrow Account an amount sufficient to pay all of the commissions on the Debentures sold to which the Underwriter and selected dealers are entitled under the provisions of Section 3(b) hereof. Debentures may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, the Underwriter will distribute the checks for subscriptions of Debentures directly to the Company within one business day of receipt by the Underwriter. The Company shall, not less frequently than twice in each calendar month, remit to the Underwriter commissions on the Debentures sold to which the Underwriter and selected dealers are entitled under the provisions of Section 3(b) hereof. (v) In the event the offering pursuant to the Prospectus is terminated prior to the First Closing Date for any reason whatsoever, the Underwriter shall promptly cause the Bank to refund to the subscribers of the Debentures all funds which have been received from them by the Underwriter. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each subscriber on subscription and without regard to the date when such subscription funds were paid by the subscriber. (e) In the event the offering is terminated prior to the First Closing Date, this Agreement shall terminate, and upon the payments and refunds to subscribers being made as provided in Section 3(d)(v), neither party hereto shall have any further liability to the other hereunder. (f) The Company shall pay all costs and expenses incident to the performance of the obligations of the Company hereunder, including the fees and expenses of the Company's counsel and accountants, registration fees, the costs and expenses incident to the preparation, printing and shipping of the Registration Statement, each preliminary prospectus, if any, the final Prospectus and all amendments and supplements thereto and this Agreement and related documents, filing fees required to be paid to the National Association of Securities Dealers, Inc., the costs incurred in connection with the qualification of the Debentures under applicable state securities laws and the fee of Underwriter's legal counsel. The Underwriter shall pay all other costs incurred or to be incurred by it, or by its personnel, in connection with the offering of the Debentures. (g) The Underwriter acknowledges that it has been engaged to act as a "Qualified Independent Underwriter," as such term is defined in the Conduct Rules of the National Association of Securities Dealers, Inc. As such, the Underwriter will participate in the preparation of the Registration Statement and the Prospectus and shall exercise the usual standards of due diligence in respect thereto. The yields or interest rates payable in connection with each maturity of the Debentures shall be established at yields or interest rates no lower than those recommended to the Company by the Underwriter.

Employment of Underwriter. (a) Subject to the terms and conditions herein set forth, the effective date of this Agreement commences on the effective date under the Act of the Registration Statement (the "Effective Date"), and the Company hereby appoints the Underwriter as its exclusive agent as of the Effective Date, for the purpose of offering the Debentures as provided in this Agreement on a "best efforts" basis with at least $4,500,000 5,000,000 of the Debentures required to be sold within 90 days after the Effective Date if any Debentures are sold. The Underwriter agrees to use its best efforts to sell the Debentures as agent for the Company. It is understood and agreed that there is no firm commitment on the part of the Underwriter to purchase any of the Debentures. (b) The Underwriter will offer the Debentures hereunder at a price of $10,000 per Debenture. The Underwriter will be entitled to a commission of three percent (3%) of the purchase price of each Debenture maturing July April 1, 20022005, five percent (5%) of the purchase price of each Debenture maturing July 1, 2004April 1,2007, and seven percent (7%) of each Debenture maturing July April 1, 20062009, in each case sold in the offering by the Underwriter or any of its selected dealers. In addition, the Company will pay the Underwriter a fee in an amount equal to one-half of one percent (1/2%) of the aggregate gross amount of Debentures maturing July April 1, 2002 2005 and one percent (1%) of the aggregate gross amount of Debentures maturing July April 1, 2004 2007 and July April 1, 20062009, in each case sold in the offering, such fee to be paid upon completion of the offering. The Underwriter shall have the right to associate with other dealers selected by the Underwriter who are members of the National Association of Securities Dealers, Inc., pursuant to a written Selected Dealer Agreement, and to offer a part of the Debentures to such selected dealers for sale by them at the offering price. In no event shall sales be made to accounts over which the Underwriter or any dealer may exercise discretionary authority without the written approval of the customer and the Underwriter prior to the execution of any order, and the Selected Dealer Agreement will include provisions so as to assure compliance with this restriction. The Selected Dealer Agreement will provide that if a Debenture is sold through any such selected dealer, the Underwriter will allow to such selected dealer the entire commission paid by the Company for such Debenture. If a Debenture is sold directly by the Underwriter, the Underwriter will retain the entire commission paid by the Company for such Debenture. The Underwriter shall take such steps as it deems appropriate to assure that purchasers of Debentures meet the suitability standards set forth in the Prospectus or otherwise imposed by the Company and will maintain for a period of at least four (4) years a record of the information obtained to indicate that such standards have been met. (c) The obligation of the Underwriter to offer the Debentures is subject to receipt by the Underwriter of a copy of written advice from the Commission that the Registration Statement is effective. It is also subject to the Debentures being qualified for offering under applicable state securities laws. (i) A special interest-bearing account (the "Escrow Account"') will be opened and maintained at M&T Bank (the "Bank") in Rochester, New York, for the purpose of holding subscription funds in escrow until the First Closing Date (as hereinafter defined). The title of the Escrow Account will be "Intervest Corporation of New York Escrow Account". All subscription funds shall be in the form of wire transfers of immediately available funds, or checks, and all checks should be made payable to "M&T Bank, as Escrow Agent for Intervest Corporation of New York." After the First Closing Date all checks for subscriptions of Debentures shall be made payable to "Intervest Corporation of New York", the Company. The Company, the Underwriter and the Bank will, prior to the beginning of the offering of the Debentures, enter into an escrow agreement with respect to the Escrow Account in form satisfactory to the parties. The parties hereto agree to faithfully perform their obligations under such escrow agreement. Except to the extent that interest earned on the funds in the Escrow Account may be applied to pay escrow expenses in the event the offering is terminated prior to the First Closing Date, all costs, expenses, and charges incurred in connection with the Escrow Account shall be paid by the Company. (ii) Until the First Closing Date all funds received from subscribers by any selected dealer shall be promptly transmitted to the Bank (for deposit in the Escrow Account), but in any event such funds shall be so transmitted by noon of the next business day following the day such funds are received from the subscriber by the selected dealer. The Underwriter shall promptly transmit to the Bank all funds received by it from subscribers for deposit in the Escrow Account in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended, but in any event such funds shall be so transmitted for deposit by noon of the next business day following the day such funds are received. After the First Closing Date all funds received from subscribers by any selected dealer shall be promptly transmitted to the Underwriter for distribution to the Company, but in any event such funds shall be transmitted by noon of the next business day following the day such funds are received by the selected dealer. (iii) The first closing of the offering will take place at the offices of counsel to the Company on a date (the "First Closing Date") which is within ten business days after the date on which acceptable subscriptions have been received in cleared, collected funds for at least $4,500,000 5,000,000 of Debentures. (iv) On the First Closing Date the Underwriter will cause the Bank to distribute the funds on deposit in the Escrow Account to the Company, selected dealers and the Underwriter, as their interests may appear. The Underwriter will be entitled to cause the Bank to distribute to the Underwriter from the Escrow Account an amount sufficient to pay all of the commissions on the Debentures sold to which the Underwriter and selected dealers are entitled under the provisions of Section 3(b) hereof. Debentures may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, the Underwriter will distribute the checks for subscriptions of Debentures directly to the Company within one business day of receipt by the Underwriter. The Company shall, not less frequently than twice in each calendar month, remit to the Underwriter commissions on the Debentures sold to which the Underwriter and selected dealers are entitled under the provisions of Section 3(b) hereof. (v) In the event the offering pursuant to the Prospectus is terminated prior to the First Closing Date for any reason whatsoever, the Underwriter shall promptly cause the Bank to refund to the subscribers of the Debentures all funds which have been received from them by the Underwriter. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each subscriber on subscription and without regard to the date when such subscription funds were paid by the subscriber. (e) In the event the offering is terminated prior to the First Closing Date, this Agreement shall terminate, and upon the payments and refunds to subscribers being made as provided in Section 3(d)(v), neither party hereto shall have any further liability to the other hereunder. (f) The Company shall pay all costs and expenses incident to the performance of the obligations of the Company hereunder, including the fees and expenses of the Company's counsel and accountants, registration fees, the costs and expenses incident to the preparation, printing and shipping of the Registration Statement, each preliminary prospectus, if any, the final Prospectus and all amendments and supplements thereto and this Agreement and related documents, filing fees required to be paid to the National Association of Securities Dealers, Inc., the costs incurred in connection with the qualification of the Debentures under applicable state securities laws and the fee of Underwriter's legal counsel. The Underwriter shall pay all other costs incurred or to be incurred by it, or by its personnel, in connection with the offering of the Debentures.

Employment of Underwriter. (a) Subject to the terms and conditions herein set forth, the effective date of this Agreement commences on the effective date under the Act of the Registration Statement (the "Effective Date"), and the Company hereby appoints the Underwriter as its exclusive agent as of the Effective Date, for the purpose of offering the Debentures as provided in this Agreement on a "best efforts" basis with at least $4,500,000 5,000,000 of the Debentures required to be sold within 90 75 days after the Effective Date if any Debentures are sold. The Underwriter agrees to use its best efforts to sell the Debentures as agent for the Company. It is understood and agreed that there is no firm commitment on the part of the Underwriter to purchase any of the Debentures. It is also understood and agreed that $1,000,000 of the Debentures maturing October 1, 2005 will be offered or sold after July 1, 1997. (b) The Underwriter will offer the Debentures hereunder at a price of $10,000 per Debenture. The Underwriter will be entitled to a commission of three two percent (32%) of the purchase price of on each Debenture maturing July 1, 2002, five 1999 and eight percent (58%) of the purchase price of on each Debenture maturing July October 1, 2004, and seven percent (7%) of each Debenture maturing July 1, 2006, in each case 2005 sold in the offering by the Underwriter or any of its selected dealers. In addition, the Company will pay the Underwriter a fee in an amount equal to one percent (1%) of the aggregate gross amount of Debentures maturing October 1, 2005 and one-half of one percent (1/2%) of the aggregate gross amount of Debentures maturing July 1, 2002 and one percent (1%) of the aggregate gross amount of Debentures maturing July 1, 2004 and July 1, 20061999, in each case sold in the offering, such fee to be paid upon completion of the offering. The Underwriter shall have the right to associate with other dealers selected by the Underwriter who are members of the National Association of Securities Dealers, Inc., pursuant to a written Selected Dealer Agreement, and to offer a part of the Debentures to such selected dealers for sale by them at the offering price. In no event shall sales be made to accounts over which the Underwriter or any dealer may exercise discretionary authority without the written approval of the customer and the Underwriter prior to the execution of any order, and the Selected Dealer Agreement will include provisions so as to assure compliance with this restriction. The Selected Dealer Agreement will provide that if a Debenture is sold through any such selected dealer, the Underwriter will allow to such selected dealer the entire commission paid by the Company for such Debenture. If a Debenture is sold directly by the Underwriter, the Underwriter will retain the entire commission paid by the Company for such Debenture. The Underwriter shall take such steps as it deems appropriate to assure that purchasers of Debentures meet the suitability standards set forth in the Prospectus or otherwise imposed by the Company and will maintain for a period of at least four (4) years a record of the information obtained to indicate that such standards have been met. (c) The obligation of the Underwriter to offer the Debentures is subject to receipt by the Underwriter of a copy of written advice from the Commission that the Registration Statement is effective. It is also subject to the Debentures being qualified for offering under applicable state securities laws. (i) A special interest-bearing account (the "Escrow Account"') will be opened and maintained at M&T Intervest Bank (the "Bank") in RochesterClearwater, New YorkFlorida, for the purpose of holding subscription funds in escrow until the First Closing Date (as hereinafter defined). The title of the Escrow Account will be "Intervest Corporation of New York Escrow Account". All subscription funds shall be in the form of wire transfers of immediately available funds, or checks, and all checks should be made payable to "M&T Intervest Bank, as Escrow Agent for Intervest Corporation of New York." After the First Closing Date all checks for subscriptions of Debentures shall be made payable to "Intervest Corporation of New York", the Company. The Company, the Underwriter and the Bank will, prior to the beginning of the offering of the Debentures, enter into an escrow agreement with respect to the Escrow Account in form satisfactory to the parties. The parties hereto agree to faithfully perform their obligations under such escrow agreement. Except to the extent that interest earned on the funds in the Escrow Account may be applied to pay escrow expenses in the event the offering is terminated prior to the First Closing Date, all costs, expenses, and charges incurred in connection with the Escrow Account shall be paid by the Company. (ii) Until the First Closing Date all funds received from subscribers by any selected dealer shall be promptly transmitted to the Bank (for deposit in the Escrow Account), but in any event such funds shall be so transmitted by noon of the next business day following the day such funds are received from the subscriber by the selected dealer. The Underwriter shall promptly transmit to the Bank all funds received by it from subscribers for deposit in the Escrow Account in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended, but in any event such funds shall be so transmitted for deposit by noon of the next business day following the day such funds are received. After the First Closing Date all funds received from subscribers by any selected dealer shall be promptly transmitted to the Underwriter for distribution to the Company, but in any event such funds shall be transmitted by noon of the next business day following the day such funds are received by the selected dealer. (iii) The first closing of the offering will take place at the offices of counsel to the Company on a date (the "First Closing Date") which is within ten business days after the date on which acceptable subscriptions have been received in cleared, collected funds for at least $4,500,000 5,000,000 of Debentures. (iv) On the First Closing Date the Underwriter will cause the Bank to distribute the funds on deposit in the Escrow Account to the Company, selected dealers and the Underwriter, as their interests may appear. The Underwriter will be entitled to cause the Bank to distribute to the Underwriter from the Escrow Account an amount sufficient to pay all of the commissions on the Debentures sold to which the Underwriter and selected dealers are entitled under the provisions of Section 3(b) hereof. Debentures may continue to be offered and sold for up to 120 150 days after the First Closing Date. After the First Closing Date, the Underwriter will distribute the checks for subscriptions of Debentures directly to the Company within one business day of receipt by the Underwriter. The Company shall, not less frequently than twice in each calendar month, remit to the Underwriter commissions on the Debentures sold to which the Underwriter and selected dealers are entitled under the provisions of Section 3(b) hereof. (v) In the event the offering pursuant to the Prospectus is terminated prior to the First Closing Date for any reason whatsoever, the Underwriter shall promptly cause the Bank to refund to the subscribers of the Debentures all funds which have been received from them by the Underwriter. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each subscriber on subscription and without regard to the date when such subscription funds were paid by the subscriber. (e) In the event the offering is terminated prior to the First Closing Date, this Agreement shall terminate, and upon the payments and refunds to subscribers being made as provided in Section 3(d)(v), neither party hereto shall have any further liability to the other hereunder. (f) The Company shall pay all costs and expenses incident to the performance of the obligations of the Company hereunder, including the fees and expenses of the Company's counsel and accountants, registration fees, the costs and expenses incident to the preparation, printing and shipping of the Registration Statement, each preliminary prospectus, if any, the final Prospectus and all amendments and supplements thereto and this Agreement and related documents, filing fees required to be paid to the National Association of Securities Dealers, Inc., the costs incurred in connection with the qualification of the Debentures under applicable state securities laws and the fee of Underwriter's legal counsel. The Underwriter shall pay all other costs incurred or to be incurred by it, or by its personnel, in connection with the offering of the Debentures.

Employment of Underwriter. (a) Subject to the terms and conditions herein set forth, the effective date of this Agreement commences on the effective date under the Act of the Registration Statement (the "Effective Date"), and the Company hereby appoints the Underwriter as its exclusive agent as of the Effective Date, for the purpose of offering the Debentures as provided in this Agreement on a "best efforts" basis with at least $4,500,000 of the Debentures required to be sold within 90 days after the Effective Date if any Debentures are sold. The Underwriter agrees to use its best efforts to sell the Debentures as agent for the Company. It is understood and agreed that there is no firm commitment on the part of the Underwriter to purchase any of the Debentures. (b) The Underwriter will offer the Debentures hereunder at a price of $10,000 per Debenture. The Underwriter will be entitled to a commission of three percent (3%) of the purchase price of each Debenture maturing July October 1, 20022005, five percent (5%) of the purchase price of each Debenture maturing July October 1, 20042007, and seven percent (7%) of each Debenture maturing July October 1, 20062009, in each case sold in the offering by the Underwriter or any of its selected dealers. In addition, the Company will pay the Underwriter a fee in an amount equal to one-half of one percent (1/2%) of the aggregate gross amount of Debentures maturing July October 1, 2002 2005 and one percent (1%) of the aggregate gross amount of Debentures maturing July October 1, 2004 2007 and July October 1, 20062009, in each case sold in the offering, such fee to be paid upon completion of the offering. The Underwriter shall have the right to associate with other dealers selected by the Underwriter who are members of the National Association of Securities Dealers, Inc., pursuant to a written Selected Dealer Agreement, and to offer a part of the Debentures to such selected dealers for sale by them at the offering price. In no event shall sales be made to accounts over which the Underwriter or any dealer may exercise discretionary authority without the written approval of the customer and the Underwriter prior to the execution of any order, and the Selected Dealer Agreement will include provisions so as to assure compliance with this restriction. The Selected Dealer Agreement will provide that if a Debenture is sold through any such selected dealer, the Underwriter will allow to such selected dealer the entire commission paid by the Company for such Debenture. If a Debenture is sold directly by the Underwriter, the Underwriter will retain the entire commission paid by the Company for such Debenture. The Underwriter shall take such steps as it deems appropriate to assure that purchasers of Debentures meet the suitability standards set forth in the Prospectus or otherwise imposed by the Company and will maintain for a period of at least four (4) years a record of the information obtained to indicate that such standards have been met. (c) The obligation of the Underwriter to offer the Debentures is subject to receipt by the Underwriter of a copy of written advice from the Commission that the Registration Statement is effective. It is also subject to the Debentures being qualified for offering under applicable state securities laws. (i) A special interest-bearing account (the "Escrow Account"') will be opened and maintained at M&T Canandaigua National Bank and Trust Company (the "Bank") in RochesterCanandaigua, New York, for the purpose of holding subscription funds in escrow until the First Closing Date (as hereinafter defined). The title of the Escrow Account will be "Intervest Corporation of New York Escrow Account". All subscription funds shall be in the form of wire transfers of immediately available funds, or checks, and all checks should be made payable to "M&T Bank, as CNB - Escrow Agent for Intervest Corporation of New YorkIntervest." After the First Closing Date all checks for subscriptions of Debentures shall be made payable to "Intervest Corporation of New York", the Company. The Company, the Underwriter and the Bank will, prior to the beginning of the offering of the Debentures, enter into an escrow agreement with respect to the Escrow Account in form satisfactory to the parties. The parties hereto agree to faithfully perform their obligations under such escrow agreement. Except to the extent that interest earned on the funds in the Escrow Account may be applied to pay escrow expenses in the event the offering is terminated prior to the First Closing Date, all costs, expenses, and charges incurred in connection with the Escrow Account shall be paid by the Company. (ii) Until the First Closing Date all funds received from subscribers by any selected dealer shall be promptly transmitted to the Bank (for deposit in the Escrow Account), but in any event such funds shall be so transmitted by noon of the next business day following the day such funds are received from the subscriber by the selected dealer. The Underwriter shall promptly transmit to the Bank all funds received by it from subscribers for deposit in the Escrow Account in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended, but in any event such funds shall be so transmitted for deposit by noon of the next business day following the day such funds are received. After the First Closing Date all funds received from subscribers by any selected dealer shall be promptly transmitted to the Underwriter for distribution to the Company, but in any event such funds shall be transmitted by noon of the next business day following the day such funds are received by the selected dealer. (iii) The first closing of the offering will take place at the offices of counsel to the Company on a date (the "First Closing Date") which is within ten business days after the date on which acceptable subscriptions have been received in cleared, collected funds for at least $4,500,000 of Debentures. (iv) On the First Closing Date the Underwriter will cause the Bank to distribute the funds on deposit in the Escrow Account to the Company, selected dealers and the Underwriter, as their interests may appear. The Underwriter will be entitled to cause the Bank to distribute to the Underwriter from the Escrow Account an amount sufficient to pay all of the commissions on the Debentures sold to which the Underwriter and selected dealers are entitled under the provisions of Section 3(b) hereof. Debentures may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, the Underwriter will distribute the checks for subscriptions of Debentures directly to the Company within one business day of receipt by the Underwriter. The Company shall, not less frequently than twice in each calendar month, remit to the Underwriter commissions on the Debentures sold to which the Underwriter and selected dealers are entitled under the provisions of Section 3(b) hereof. (v) In the event the offering pursuant to the Prospectus is terminated prior to the First Closing Date for any reason whatsoever, the Underwriter shall promptly cause the Bank to refund to the subscribers of the Debentures all funds which have been received from them by the Underwriter. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each subscriber on subscription and without regard to the date when such subscription funds were paid by the subscriber. (e) In the event the offering is terminated prior to the First Closing Date, this Agreement shall terminate, and upon the payments and refunds to subscribers being made as provided in Section 3(d)(v), neither party hereto shall have any further liability to the other hereunder. (f) The Company shall pay all costs and expenses incident to the performance of the obligations of the Company hereunder, including the fees and expenses of the Company's counsel and accountants, registration fees, the costs and expenses incident to the preparation, printing and shipping of the Registration Statement, each preliminary prospectus, if any, the final Prospectus and all amendments and supplements thereto and this Agreement and related documents, filing fees required to be paid to the National Association of Securities Dealers, Inc., the costs incurred in connection with the qualification of the Debentures under applicable state securities laws and the fee of Underwriter's legal counsel. The Underwriter shall pay all other costs incurred or to be incurred by it, or by its personnel, in connection with the offering of the Debentures.

Employment of Underwriter. (a) Subject to the terms and conditions herein set forth, the effective date of this Agreement commences on the effective date under the Act of the Registration Statement (the "Effective Date"), and the Company hereby appoints the Underwriter as its exclusive agent as of the Effective Date, for the purpose of offering the Debentures Common Stock as provided in this Agreement on a "best efforts" basis with at least $4,500,000 250,000 shares of the Debentures Common Stock required to be sold within 90 75 days after the Effective Date if any Debentures Common Stock are sold. The Underwriter agrees to use its best efforts to sell the Debentures Common stock as agent for the CompanyCompany and the Selling Shareholders. It is understood and agreed that there is no firm commitment on the part of the Underwriter to purchase any of the DebenturesIT IS UNDERSTOOD AND AGREED THAT THERE IS NO FIRM COMMITMENT ON THE PART OF THE UNDERWRITER TO PURCHASE ANY OF THE COMMON STOCK. (b) The Underwriter will offer the Debentures Common Stock hereunder at a price of ($10,000 _____) per Debentureshare. The Underwriter will be entitled to a commission of three ten percent (310%) of the purchase price of on each Debenture maturing July 1, 2002, five percent (5%) of the purchase price of each Debenture maturing July 1, 2004, and seven percent (7%) of each Debenture maturing July 1, 2006, in each case share sold in the offering by the Underwriter or any of its to is selected dealers. In addition, the Company will pay the Underwriter a fee in an amount equal to one-half of one percent (1/2%) of the aggregate gross amount of Debentures maturing July 1, 2002 and one percent (1%) of the aggregate gross amount of Debentures maturing July 1, 2004 and July 1, 2006, in each case shares sold in the offering, such fee to be paid upon completion of the offering. The Underwriter shall have the right to associate with other dealers selected by the Underwriter who are members of the National Association of Securities Dealers, Inc., pursuant to a written Selected Dealer Agreement, and to offer a part of the Debentures Common Stock to such selected dealers for sale by them at the offering price. In no event shall sales be made to accounts over which the Underwriter or any dealer may exercise discretionary authority without the written approval of the customer and the Underwriter prior to the execution of any order, and the Selected Dealer Agreement will include provisions so as to assure compliance with this restriction. The Selected Dealer Agreement will provide that if a Debenture share is sold through any such selected dealer, the Underwriter will allow to such selected dealer the entire commission paid by the Company for such Debentureshare. If a Debenture share is sold directly by the Underwriter, the Underwriter will retain the entire commission paid by the Company for such Debentureshare. The Underwriter shall take such steps as it deems appropriate to assure that purchasers of Debentures shares meet the suitability standards set forth in the Prospectus or otherwise imposed by the Company and will maintain for a period of at least four (4) years a record of the information obtained to indicate that such standards have been met. (c) The obligation of the Underwriter to offer the Debentures Common Stock is subject to receipt by the Underwriter of a copy of written advice from the Commission that the Registration Statement is effective. It is also subject to the Debentures Common Stock being qualified for offering under applicable state securities laws. (i) A special interest-bearing account (the "Escrow Account"') will be opened and maintained at M&T Bank FNB Rochester Corp (the "Bank") in Rochester, New York, for the purpose of holding subscription funds in escrow until the First Closing Date (as hereinafter defined). The title of the Escrow Account will be "Intervest Corporation of New York Sel-Drum International, Inc. Escrow Account". All subscription funds shall be in the form of wire transfers of immediately available funds, or checkscheck, and all checks should be made payable to "M&T BankFNB Rochester Corp., as Escrow Agent for Intervest Corporation of New York.Sel-Drum International, Inc." After the First Closing Date all checks for subscriptions of Debentures Common Stock shall be made payable to "Intervest Corporation of New YorkSel-Drum International, Inc.", the Company. The Company, the Underwriter and the Bank will, prior to the beginning of the offering of the DebenturesCommon Stock, enter into an escrow agreement Escrow Agreement with respect to the Escrow Account in form satisfactory to the parties. The parties hereto agree to faithfully perform their obligations under such escrow agreementEscrow Agreement. Except to the extent that interest earned on the funds in the Escrow Account may be applied to pay escrow expenses in the event the offering is terminated prior to the First Closing Date, all costs, expenses, expenses and charges incurred in connection with the Escrow Account account shall be paid by the Company. (ii) Until the First Closing Date all funds received from subscribers by any selected dealer shall be promptly transmitted to the Bank (for deposit in the Escrow Account), but in any event such funds shall be so transmitted by noon of the next business day following the day such funds are received from the subscriber by the selected dealer. The Underwriter shall promptly transmit to the Bank all funds received by it from subscribers for deposit in the Escrow Account account in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended, but in any event such funds shall be so transmitted for deposit by noon of the next business day following the day such funds are received. After the First Closing Date all funds received from subscribers by any selected dealer shall be promptly transmitted to the Underwriter for distribution to the Company, but in any event such funds shall be transmitted by noon of the next business day following the day such funds are received by the selected dealer. (iii) The first closing of the offering will take place at the offices of counsel to the Company on a date (the "First Closing Date") which is within ten (10) business days after the date on which acceptable subscriptions have been received in cleared, collected funds for at least $4,500,000 125,000 (250,000 shares of DebenturesCommon Stock). (iv) On the First Closing Date the Underwriter will cause the Bank to distribute the funds on deposit in the Escrow Account to the Company, selected dealers and the Underwriter, as their interests may appear. The Underwriter will be entitled to cause the Bank to distribute to the Underwriter from the Escrow Account an amount sufficient to pay all of the commissions on the Debentures Common Stock sold to which the Underwriter and selected dealers are entitled under the provisions of Section 3(b3(c) hereof. Debentures Common Stock may continue to be offered and sold for up to 120 150 days after the First Closing Date. After the First Closing Date, the Underwriter will distribute the checks for subscriptions of Debentures Common Stock directly to the Company within one business day of receipt by the Underwriter. The Company shall, not less frequently than twice upon each subsequent closing in each calendar monthwhich Common Stock are issued, remit to the Underwriter commissions on the Debentures Common Stock sold to which the Underwriter and selected dealers are entitled under the provisions of Section 3(b3(c) hereof. (v) In the event the offering pursuant to the Prospectus is terminated prior to the First Closing Date for any reason whatsoever, the Underwriter shall promptly cause the Bank to refund to the subscribers of the Debentures Common Stock all funds which have been received from them by the Underwriter. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each subscriber on subscription and without regard to the date when such subscription funds were paid by the subscriber. (e) In the event the offering is terminated prior to the First Closing Date, this Agreement shall terminate, and upon the payments and refunds to subscribers being made as provided in Section 3(d)(v3(a)(v), neither party hereto shall have any further liability to the other hereunder. In such event, the Underwriter shall not be entitled to any fees or commissions hereunder and none of the Warrants described in Section 3(d) will be delivered or deliverable. (f) In addition, subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties and agreements herein contained, the Selling Shareholders hereby grant to the Underwriters an option (the "Over-Allotment Option") to purchase from the Selling Shareholders all or any part of an aggregate of an additional 125,000 shares of Common Stock at the Purchase Price (the "Option Shares"). In the event that the Over-Allotment Option is exercised by the Underwriters in whole or in part, each Selling Shareholder shall sell Option Shares in the same proportion as the number of Firm Shares sold by it or him bore to the total number of Firm Shares. (g) The Company shall pay all costs and expenses incident to the performance of the obligations of the Company hereunder, including the fees and expenses of the Company's counsel and accountants, registration fees, the costs and expenses incident to the preparation, printing and shipping of the Registration Statement, each preliminary prospectus, if any, the final Prospectus and all amendments and supplements thereto and this Agreement and related documents, filing fees required to be paid to the National Association of Securities Dealers, Inc., the costs incurred in connection with the qualification of the Debentures Common Stock under applicable state securities laws and the fee of Underwriter's legal counsel. The Underwriter shall pay all other costs incurred or to be incurred by it, or by its personnel, in connection with the offering of the DebenturesCommon Stock. The Company may be reimbursed up to $22,500 by the Selling Shareholders for other various expenses.

Employment of Underwriter. (a) Subject to the terms and conditions herein set forth, the effective date of this Agreement commences on the effective date under the Act of the Registration Statement (the "“Effective Date"”), and the Company hereby appoints the Underwriter as its exclusive agent as of the Effective Date, for the purpose of offering the Debentures as provided in this Agreement on a "“best efforts" ” basis with at least $4,500,000 12,000,000 of the Debentures required to be sold within 90 days after the Effective Date if any Debentures are sold. The Underwriter agrees to use its best efforts to sell the Debentures as agent for the Company. It is understood and agreed that there is no firm commitment on the part of the Underwriter to purchase any of the Debentures. (b) The Underwriter will offer the Debentures hereunder at a price of $10,000 per Debenture. The Underwriter will be entitled to a commission of three percent (3%) of the purchase price of each Debenture maturing July April 1, 20022009, five percent (5%) of the purchase price of each Debenture maturing July April 1, 20042011, and seven percent (7%) of each Debenture maturing July April 1, 20062013, in each case sold in the offering by the Underwriter or any of its selected dealers. In addition, the Company will pay the Underwriter a fee in an amount equal to one-half of one percent (1/2%½%) of the aggregate gross amount of Debentures maturing July April 1, 2002 2009 and one percent (1%) of the aggregate gross amount of Debentures maturing July April 1, 2004 2011 and July April 1, 20062013, in each case sold in the offering, such fee to be paid upon completion of the offering. The Underwriter shall have the right to associate with other dealers selected by the Underwriter who are members of the National Association of Securities Dealers, Inc., pursuant to a written Selected Dealer Agreement, and to offer a part of the Debentures to such selected dealers for sale by them at the offering price. In no event shall sales be made to accounts over which the Underwriter or any dealer may exercise discretionary authority without the written approval of the customer and the Underwriter prior to the execution of any order, and the Selected Dealer Agreement will include provisions so as to assure compliance with this restriction. The Selected Dealer Agreement will provide that if a Debenture is sold through any such selected dealer, the Underwriter will allow to such selected dealer the entire commission paid by the Company for such Debenture. If a Debenture is sold directly by the Underwriter, the Underwriter will retain the entire commission paid by the Company for such Debenture. The Underwriter shall take such steps as it deems appropriate to assure that purchasers of Debentures meet the suitability standards set forth in the Prospectus or otherwise imposed by the Company and will maintain for a period of at least four (4) years a record of the information obtained to indicate that such standards have been met. (c) The obligation of the Underwriter to offer the Debentures is subject to receipt by the Underwriter of a copy of written advice from the Commission that the Registration Statement is effective. It is also subject to the Debentures being qualified for offering under applicable state securities laws. (d) (i) A special interest-bearing account (the "“Escrow Account"'”‘) will be opened and maintained at M&T Canandaigua National Bank and Trust Company (the "“Bank"”) in RochesterCanandaigua, New York, for the purpose of holding subscription funds in escrow until the First Closing Date (as hereinafter defined). The title of the Escrow Account will be "“Canandaigua National Bank & Trust Company, as Escrow Agent for Intervest Corporation of New York Escrow Account"Mortgage Corporation”. All subscription funds shall be in the form of wire transfers of immediately available funds, or checks, and all checks should be made payable to "M&T Bank, as “CNB - Escrow Agent for Intervest Corporation of New YorkIntervest." ” After the First Closing Date all checks for subscriptions of Debentures shall be made payable to "“Intervest Corporation of New York"Mortgage Corporation”, the Company. The Company, the Underwriter and the Bank will, prior to the beginning of the offering of the Debentures, enter into an escrow agreement with respect to the Escrow Account in form satisfactory to the parties. The parties hereto agree to faithfully perform their obligations under such escrow agreement. Except to the extent that interest earned on the funds in the Escrow Account may be applied to pay escrow expenses in the event the offering is terminated prior to the First Closing Date, all costs, expenses, and charges incurred in connection with the Escrow Account shall be paid by the Company. (ii) Until the First Closing Date all funds received from subscribers by any selected dealer shall be promptly transmitted to the Bank (for deposit in the Escrow Account), but in any event such funds shall be so transmitted by noon of the next business day following the day such funds are received from the subscriber by the selected dealer. The Underwriter shall promptly transmit to the Bank all funds received by it from subscribers for deposit in the Escrow Account in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended, but in any event such funds shall be so transmitted for deposit by noon of the next business day following the day such funds are received. After the First Closing Date all funds received from subscribers by any selected dealer shall be promptly transmitted to the Underwriter for distribution to the Company, but in any event such funds shall be transmitted by noon of the next business day following the day such funds are received by the selected dealer. (iii) The first closing of the offering will take place at the offices of counsel to the Company on a date (the "“First Closing Date"”) which is within ten business days after the date on which acceptable subscriptions have been received in cleared, collected funds for at least $4,500,000 12,000,000 of Debentures. (iv) On the First Closing Date the Underwriter will cause the Bank to distribute the funds on deposit in the Escrow Account to the Company, selected dealers and the Underwriter, as their interests may appear. The Underwriter will be entitled to cause the Bank to distribute to the Underwriter from the Escrow Account an amount sufficient to pay all of the commissions on the Debentures sold to which the Underwriter and selected dealers are entitled under the provisions of Section 3(b) hereof. Debentures may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, the Underwriter will distribute the checks for subscriptions of Debentures directly to the Company within one business day of receipt by the Underwriter. The Company shall, not less frequently than twice in each calendar month, remit to the Underwriter commissions on the Debentures sold to which the Underwriter and selected dealers are entitled under the provisions of Section 3(b) hereof. (v) In the event the offering pursuant to the Prospectus is terminated prior to the First Closing Date for any reason whatsoever, the Underwriter shall promptly cause the Bank to refund to the subscribers of the Debentures all funds which have been received from them by the Underwriter. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each subscriber on subscription and without regard to the date when such subscription funds were paid by the subscriber. (e) In the event the offering is terminated prior to the First Closing Date, this Agreement shall terminate, and upon the payments and refunds to subscribers being made as provided in Section 3(d)(v), neither party hereto shall have any further liability to the other hereunder. (f) The Company shall pay all costs and expenses incident to the performance of the obligations of the Company hereunder, including the fees and expenses of the Company's counsel and accountants, registration fees, the costs and expenses incident to the preparation, printing and shipping of the Registration Statement, each preliminary prospectus, if any, the final Prospectus and all amendments and supplements thereto and this Agreement and related documents, filing fees required to be paid to the National Association of Securities Dealers, Inc., the costs incurred in connection with the qualification of the Debentures under applicable state securities laws and the fee of Underwriter's legal counsel. The Underwriter shall pay all other costs incurred or to be incurred by it, or by its personnel, in connection with the offering of the Debentures.

Employment of Underwriter. (a) Subject to the terms and conditions herein set forth, the effective date of this Agreement commences on the effective date under the Act of the Registration Statement (the "Effective Date"), and the Company hereby appoints the Underwriter as its exclusive agent as of the Effective Date, for the purpose of offering the Debentures as provided in this Agreement on a "best efforts" basis with at least $4,500,000 8,500,000 of the Debentures required to be sold within 90 days after the Effective Date if any Debentures are sold. The Underwriter agrees to use its best efforts to sell the Debentures as agent for the Company. It is understood and agreed that there is no firm commitment on the part of the Underwriter to purchase any of the Debentures. (b) The Underwriter will offer the Debentures hereunder at a price of $10,000 per Debenture. The Underwriter will be entitled to a commission of three percent (3%) of the purchase price of each Debenture maturing July April 1, 20022007, five percent (5%) of the purchase price of each Debenture maturing July April 1, 20042009, and seven percent (7%) of each Debenture maturing July April 1, 20062011, in each case sold in the offering by the Underwriter or any of its selected dealers. In addition, the Company will pay the Underwriter a fee in an amount equal to one-half of one percent (1/2%) of the aggregate gross amount of Debentures maturing July April 1, 2002 2007 and one percent (1%) of the aggregate gross amount of Debentures maturing July April 1, 2004 2009 and July April 1, 20062011, in each case sold in the offering, such fee to be paid upon completion of the offering. The Underwriter shall have the right to associate with other dealers selected by the Underwriter who are members of the National Association of Securities Dealers, Inc., pursuant to a written Selected Dealer Agreement, and to offer a part of the Debentures to such selected dealers for sale by them at the offering price. In no event shall sales be made to accounts over which the Underwriter or any dealer may exercise discretionary authority without the written approval of the customer and the Underwriter prior to the execution of any order, and the Selected Dealer Agreement will include provisions so as to assure compliance with this restriction. The Selected Dealer Agreement will provide that if a Debenture is sold through any such selected dealer, the Underwriter will allow to such selected dealer the entire commission paid by the Company for such Debenture. If a Debenture is sold directly by the Underwriter, the Underwriter will retain the entire commission paid by the Company for such Debenture. The Underwriter shall take such steps as it deems appropriate to assure that purchasers of Debentures meet the suitability standards set forth in the Prospectus or otherwise imposed by the Company and will maintain for a period of at least four (4) years a record of the information obtained to indicate that such standards have been met. (c) The obligation of the Underwriter to offer the Debentures is subject to receipt by the Underwriter of a copy of written advice from the Commission that the Registration Statement is effective. It is also subject to the Debentures being qualified for offering under applicable state securities laws. (i) A special interest-bearing account (the "Escrow Account"'`) will be opened and maintained at M&T Canandaigua National Bank and Trust Company (the "Bank") in RochesterCanandaigua, New York, for the purpose of holding subscription funds in escrow until the First Closing Date (as hereinafter defined). The title of the Escrow Account will be "Canandaigua National Bank & Trust Company, as Escrow Agent for Intervest Corporation of New York Escrow AccountMortgage Corporation". All subscription funds shall be in the form of wire transfers of immediately available funds, or checks, and all checks should be made payable to "M&T Bank, as CNB - Escrow Agent for Intervest Corporation of New YorkIntervest." After the First Closing Date all checks for subscriptions of Debentures shall be made payable to "Intervest Corporation of New YorkMortgage Corporation", the Company. The Company, the Underwriter and the Bank will, prior to the beginning of the offering of the Debentures, enter into an escrow agreement with respect to the Escrow Account in form satisfactory to the parties. The parties hereto agree to faithfully perform their obligations under such escrow agreement. Except to the extent that interest earned on the funds in the Escrow Account may be applied to pay escrow expenses in the event the offering is terminated prior to the First Closing Date, all costs, expenses, and charges incurred in connection with the Escrow Account shall be paid by the Company. (ii) Until the First Closing Date all funds received from subscribers by any selected dealer shall be promptly transmitted to the Bank (for deposit in the Escrow Account), but in any event such funds shall be so transmitted by noon of the next business day following the day such funds are received from the subscriber by the selected dealer. The Underwriter shall promptly transmit to the Bank all funds received by it from subscribers for deposit in the Escrow Account in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended, but in any event such funds shall be so transmitted for deposit by noon of the next business day following the day such funds are received. After the First Closing Date all funds received from subscribers by any selected dealer shall be promptly transmitted to the Underwriter for distribution to the Company, but in any event such funds shall be transmitted by noon of the next business day following the day such funds are received by the selected dealer. (iii) The first closing of the offering will take place at the offices of counsel to the Company on a date (the "First Closing Date") which is within ten business days after the date on which acceptable subscriptions have been received in cleared, collected funds for at least $4,500,000 8,500,000 of Debentures. (iv) On the First Closing Date the Underwriter will cause the Bank to distribute the funds on deposit in the Escrow Account to the Company, selected dealers and the Underwriter, as their interests may appear. The Underwriter will be entitled to cause the Bank to distribute to the Underwriter from the Escrow Account an amount sufficient to pay all of the commissions on the Debentures sold to which the Underwriter and selected dealers are entitled under the provisions of Section 3(b) hereof. Debentures may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, the Underwriter will distribute the checks for subscriptions of Debentures directly to the Company within one business day of receipt by the Underwriter. The Company shall, not less frequently than twice in each calendar month, remit to the Underwriter commissions on the Debentures sold to which the Underwriter and selected dealers are entitled under the provisions of Section 3(b) hereof. (v) In the event the offering pursuant to the Prospectus is terminated prior to the First Closing Date for any reason whatsoever, the Underwriter shall promptly cause the Bank to refund to the subscribers of the Debentures all funds which have been received from them by the Underwriter. Interest earned on funds in the Escrow Account shall be applied to pay escrow expenses, with the balance of interest, if any, to be paid to subscribers in proportion to the amount of funds paid by each subscriber on subscription and without regard to the date when such subscription funds were paid by the subscriber. (e) In the event the offering is terminated prior to the First Closing Date, this Agreement shall terminate, and upon the payments and refunds to subscribers being made as provided in Section 3(d)(v), neither party hereto shall have any further liability to the other hereunder. (f) The Company shall pay all costs and expenses incident to the performance of the obligations of the Company hereunder, including the fees and expenses of the Company's counsel and accountants, registration fees, the costs and expenses incident to the preparation, printing and shipping of the Registration Statement, each preliminary prospectus, if any, the final Prospectus and all amendments and supplements thereto and this Agreement and related documents, filing fees required to be paid to the National Association of Securities Dealers, Inc., the costs incurred in connection with the qualification of the Debentures under applicable state securities laws and the fee of Underwriter's legal counsel. The Underwriter shall pay all other costs incurred or to be incurred by it, or by its personnel, in connection with the offering of the Debentures.