Common use of Payment and Procedures Clause in Contracts

Payment and Procedures. All subscriptions for investments shall be ---------------------- confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $5,000,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by __________, 2001, the Issuer may close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the Debentures, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to M&T Bank, Rochester, New York, as Escrow Agent, for deposit into an account entitled "Intervest Corporation of New York Escrow Account", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Any Debentures remaining unsold after the First Closing Date may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures purchased, the maturity thereof, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "M&T Bank, as Escrow Agent for Intervest Corporation of New York". After the First Closing Date, checks shall be made payable to "Intervest Corporation of New York", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $5,000,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by __________, 2001, subscription documents and funds shall be promptly returned to subscribers. 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 such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Payment and Procedures. All subscriptions for investments shall be ---------------------- confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $5,000,000 4,500,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by ___________, 20011999, the Issuer may close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the Debentures, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to M&T Bank, Rochester, New York, as Escrow Agent, for deposit into an account entitled "Intervest Corporation of New York Escrow Account", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Any Debentures remaining unsold after the First Closing Date may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures purchased, the maturity thereof, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "M&T Bank, as Escrow Agent for Intervest Corporation of New York". After the First Closing Date, checks shall be made payable to "Intervest Corporation of New York", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $5,000,000 4,500,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by __________, 20011999, subscription documents and funds shall be promptly returned to subscribers. 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 such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Payment and Procedures. All subscriptions for investments shall be ---------------------- confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $5,000,000 4,200,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by ____________, 20011997, the Issuer may close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the DebenturesUnits, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to M&T Bank, Rochester, New YorkManufacturers and Traders Trust Company, as Escrow Agent, for deposit into an account entitled "Intervest Bancshares Corporation of New York Escrow Account", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Any Debentures Units remaining unsold after the First Closing Date may continue to be offered and sold for up to 120 150 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures Units to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures Units purchased, the maturity thereof, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "M&T Bank, as Escrow Agent for Intervest Corporation of New YorkBancshares Corporation". After the First Closing Date, checks shall be made payable to "Intervest Corporation of New YorkBancshares Corporation", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures Units shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $5,000,000 4,200,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by ___________, 20011997, subscription documents and funds shall be promptly returned to subscribers. 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 such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Payment and Procedures. All subscriptions for investments shall be ---------------------- ------------------------ confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $5,000,000 13,000,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by __________November 10, 20012005, the Issuer may close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the Debentures, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to M&T BankCanandaigua National Bank and Trust Company, RochesterCanandaigua, New York, as Escrow Agent, for deposit into an account entitled "Canandaigua National Bank & Trust Company, as Escrow Agent for Intervest Corporation of New York Escrow AccountMortgage Corporation", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Funds may also be transmitted to the escrow agent by wire transfer. Any Debentures remaining unsold after the First Closing Date may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures purchased, the maturity thereof, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "M&T Bank, as CNB - Escrow Agent for Intervest Corporation of New YorkIntervest". After the First Closing Date, checks shall be made payable to "Intervest Mortgage Corporation of New York", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $5,000,000 13,000,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by ___________, 20012006, subscription documents and funds shall be promptly returned to subscribers. 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 such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Payment and Procedures. All subscriptions for investments shall ----------------------- be ---------------------- confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $5,000,000 8,500,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by ____________, 2001200_, the Issuer may close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the Debentures, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to M&T BankCanandaigua National Bank and Trust Company, RochesterCanandaigua, New York, as Escrow Agent, for deposit into an account entitled "Canandaigua National Bank & Trust Company, as Escrow Agent for Intervest Corporation of New York Escrow AccountMortgage Corporation", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Any Debentures remaining unsold after the First Closing Date may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures purchased, the maturity thereof, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "M&T Bank, as CNB - Escrow Agent for Intervest Corporation of New YorkIntervest". After the First Closing Date, checks shall be made payable to "Intervest Mortgage Corporation of New York", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $5,000,000 8,500,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by _________, 200_, 2001, subscription documents and funds shall be promptly returned to subscribers. 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 such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Payment and Procedures. All subscriptions for investments shall be ---------------------- confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $5,000,000 9,500,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by ___________, 20012004, the Issuer may close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the Debentures, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to M&T BankCanandaigua National Bank and Trust Company, RochesterCanandaigua, New York, as Escrow Agent, for deposit into an account entitled "Canandaigua National Bank & Trust Company, as Escrow Agent for Intervest Corporation of New York Escrow AccountMortgage Corporation", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Any Debentures remaining unsold after the First Closing Date may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures purchased, the maturity thereof, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "M&T Bank, as CNB - Escrow Agent for Intervest Corporation of New YorkIntervest". After the First Closing Date, checks shall be made payable to "Intervest Mortgage Corporation of New York", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $5,000,000 9,500,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by __________, 20012004, subscription documents and funds shall be promptly returned to subscribers. 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 such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Payment and Procedures. All subscriptions for investments shall be ---------------------- ----------------------- confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $5,000,000 4,500,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by __________October 30, 2001, the Issuer may close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the Debentures, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to M&T BankCanandaigua National Bank and Trust Company, RochesterCanandaigua, New York, as Escrow Agent, for deposit into an account entitled "Intervest Corporation of New York Escrow Account", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Any Debentures remaining unsold after the First Closing Date may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures purchased, the maturity thereof, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "M&T Bank, as CNB - Escrow Agent for Intervest Corporation of New YorkIntervest". After the First Closing Date, checks shall be made payable to "Intervest Corporation of New York", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $5,000,000 4,500,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by __________, 20012002, subscription documents and funds shall be promptly returned to subscribers. 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 such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Payment and Procedures. All subscriptions for investments shall be ---------------------- ------------------------ confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $5,000,000 10,000,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by __________, 20012005, the Issuer may close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the Debentures, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to M&T BankCanandaigua National Bank and Trust Company, RochesterCanandaigua, New York, as Escrow Agent, for deposit into an account entitled "Canandaigua National Bank & Trust Company, as Escrow Agent for Intervest Corporation of New York Escrow AccountMortgage Corporation", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Funds may also be transmitted to the escrow agent by wire transfer. Any Debentures remaining unsold after the First Closing Date may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures purchased, the maturity thereof, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "M&T Bank, as CNB - Escrow Agent for Intervest Corporation of New YorkIntervest". After the First Closing Date, checks shall be made payable to "Intervest Mortgage Corporation of New York", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $5,000,000 10,000,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by __________, 20012005, subscription documents and funds shall be promptly returned to subscribers. 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 such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Payment and Procedures. All subscriptions for investments shall be ---------------------- confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $5,000,000 4,000,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by __________, 2001, the Issuer may ---------- close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the Debentures, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to M&T Bank, Rochester, New York, as Escrow Agent, for deposit into an account entitled "Intervest Corporation of New York Escrow Account", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Any Debentures remaining unsold after the First Closing Date may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures purchased, the maturity thereof, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "M&T Bank, as Escrow Agent for Intervest Corporation of New York". After the First Closing Date, checks shall be made payable to "Intervest Corporation of New York", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $5,000,000 4,000,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by __________, 2001, subscription documents and funds shall be promptly returned ---------- to subscribers. 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 such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Payment and Procedures. All subscriptions for investments ------------------------ shall be ---------------------- confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $5,000,000 6,500,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by __________, 20012003, the Issuer may close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the Debentures, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to M&T BankCanandaigua National Bank and Trust Company, RochesterCanandaigua, New York, as Escrow Agent, for deposit into an account entitled "Canandaigua National Bank & Trust Company, as Escrow Agent for Intervest Corporation of New York Escrow AccountMortgage Corporation", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Any Debentures remaining unsold after the First Closing Date may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures purchased, the maturity thereof, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "M&T Bank, as CNB - Escrow Agent for Intervest Corporation of New YorkIntervest". After the First Closing Date, checks shall be made payable to "Intervest Mortgage Corporation of New York", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $5,000,000 6,500,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by __________, 20012003, subscription documents and funds shall be promptly returned to subscribers. 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 such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Payment and Procedures. All subscriptions for investments shall be ---------------------- ------------------------- confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $5,000,000 12,000,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by ______________, 20012004, the Issuer may close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the Debentures, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to M&T BankCanandaigua National Bank and Trust Company, RochesterCanandaigua, New York, as Escrow Agent, for deposit into an account entitled "Canandaigua National Bank & Trust Company, as Escrow Agent for Intervest Corporation of New York Escrow AccountMortgage Corporation", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Funds may also be transmitted to the escrow agent by wire transfer. Any Debentures remaining unsold after the First Closing Date may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures purchased, the maturity thereof, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "M&T Bank, as CNB - Escrow Agent for Intervest Corporation of New YorkIntervest". After the First Closing Date, checks shall be made payable to "Intervest Mortgage Corporation of New York", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $5,000,000 12,000,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by __________, 20012004, subscription documents and funds shall be promptly returned to subscribers. 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 such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Payment and Procedures. All subscriptions for investments shall be ---------------------- ----------------------- confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $5,000,000 6,000,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by ___________, 20012002, the Issuer may close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the Debentures, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to M&T BankCanandaigua National Bank and Trust Company, RochesterCanandaigua, New York, as Escrow Agent, for deposit into an account entitled "Canandaigua National Bank & Trust Company, as Escrow Agent for Intervest Corporation of New York Escrow AccountYork", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Any Debentures remaining unsold after the First Closing Date may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures purchased, the maturity thereof, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "M&T Bank, as CNB - Escrow Agent for Intervest Corporation of New YorkIntervest". After the First Closing Date, checks shall be made payable to "Intervest Corporation of New York", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $5,000,000 6,000,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by ___________, 20012002, subscription documents and funds shall be promptly returned to subscribers. 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 such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Payment and Procedures. All subscriptions for investments shall be ---------------------- confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $5,000,000 6,000,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by __________, 20012003, the Issuer may close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the Debentures, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to M&T BankCanandaigua National Bank and Trust Company, RochesterCanandaigua, New York, as Escrow Agent, for deposit into an account entitled "Canandaigua National Bank & Trust Company, as Escrow Agent for Intervest Corporation of New York Escrow AccountMortgage Corporation", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Any Debentures remaining unsold after the First Closing Date may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures purchased, the maturity thereof, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "M&T Bank, as CNB - Escrow Agent for Intervest Corporation of New YorkIntervest". After the First Closing Date, checks shall be made payable to "Intervest Mortgage Corporation of New York", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $5,000,000 6,000,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by __________, 20012003, subscription documents and funds shall be promptly returned to subscribers. 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 such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Payment and Procedures. All subscriptions for investments shall be ---------------------- confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $5,000,000 6,500,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by ____________, 20011997, the Issuer may close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the DebenturesUnits, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to M&T Bank, Rochester, New YorkManufacturers and Traders Trust Company, as Escrow Agent, for deposit into an account entitled "Intervest Bancshares Corporation of New York Escrow Account", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Any Debentures remaining unsold after the First Closing Date Units may continue to be offered and sold for up to 120 90 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures Units to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures Units purchased, the maturity thereof, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "M&T Bank, as Escrow Agent for Intervest Corporation of New YorkBancshares Corporation". After the First Closing Date, checks shall be made payable to "Intervest Corporation of New YorkBancshares Corporation", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures Units shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $5,000,000 6,500,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by ___________, 20011997, subscription documents and funds shall be promptly returned to subscribers. 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 such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Payment and Procedures. All subscriptions for investments shall be ---------------------- confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $5,000,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by ___________, 20011997, the Issuer may close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the Debentures, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to M&T Intervest Bank, RochesterClearwater, New YorkFlorida, as Escrow Agent, for deposit into an account entitled "Intervest Corporation of New York Escrow Account", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Any Debentures remaining unsold after the First Closing Date may continue to be offered and sold for up to 120 150 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures purchased, the maturity thereof, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "M&T Intervest Bank, as Escrow Agent for Intervest Corporation of New York". After the First Closing Date, checks shall be made payable to "Intervest Corporation of New York", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $5,000,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by __________, 20011997, subscription documents and funds shall be promptly returned to subscribers. 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 such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Payment and Procedures. All subscriptions for investments shall be ---------------------- confirmed on forms of a type acceptable under the rules and regulations of the NASD FINRA and in accordance with Rule 15c2-8 of the 1934 Act. If at least $5,000,000 10,000,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by _________________, 20012010, the Issuer may close the Offering as to those subscribers (the "“First Closing Date"”). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the Debentures, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to M&T Intervest National Bank, RochesterNew York, New York, as Escrow Agent, for deposit into an account entitled "“Intervest Corporation of New York National Bank, as Escrow Account"Agent for Intervest Bancshares Corporation”, but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Funds may also be transmitted to the escrow agent by wire transfer. Any Debentures remaining unsold after the First Closing Date may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures purchased, the maturity thereof, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "M&T Bank, as “INB – Escrow Agent for Intervest Corporation of New York"IBC Debentures”. After the First Closing Date, checks shall be made payable to "“Intervest Bancshares Corporation of New York"“, the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $5,000,000 10,000,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by ____________, 200120__, subscription documents and funds shall be promptly returned to subscribers. 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 such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Payment and Procedures. All subscriptions for investments shall be ---------------------- confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $5,000,000 12,000,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by ______________, 20012005, the Issuer may close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the Debentures, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to M&T BankCanandaigua National Bank and Trust Company, RochesterCanandaigua, New York, as Escrow Agent, for deposit into an account entitled "Canandaigua National Bank & Trust Company, as Escrow Agent for Intervest Corporation of New York Escrow AccountMortgage Corporation", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Funds may also be transmitted to the escrow agent by wire transfer. Any Debentures remaining unsold after the First Closing Date may continue to be offered and sold for up to 120 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures purchased, the maturity thereof, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "M&T Bank, as CNB - Escrow Agent for Intervest Corporation of New YorkIntervest". After the First Closing Date, checks shall be made payable to "Intervest Mortgage Corporation of New York", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $5,000,000 12,000,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by __________, 20012005, subscription documents and funds shall be promptly returned to subscribers. 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 such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.

Payment and Procedures. All subscriptions for investments shall be ---------------------- confirmed on forms of a type acceptable under the rules and regulations of the NASD and in accordance with Rule 15c2-8 of the 1934 Act. If at least $5,000,000 in collected funds (as defined in the Escrow Agreement) have been received and such subscriptions accepted by the Issuer by ____________, 20011998, the Issuer may close the Offering as to those subscribers (the "First Closing Date"). Until the First Closing Date, you shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the Debentures, transmit, in accordance with Rule 15c2-4(b) of the 1934 Act, such items to M&T Bank, Rochester, New YorkManufacturers and Traders Trust Company, as Escrow Agent, for deposit into an account entitled "Intervest Bancshares Corporation of New York Escrow Account", but in any event such transmittal to the Escrow Agent shall be made by noon of the next business day after your receipt of such funds. Any Debentures remaining unsold after the First Closing Date may continue to be offered and sold for up to 120 150 days after the First Closing Date. After the First Closing Date, you shall promptly transmit any and all checks, drafts, and money orders received from prospective purchasers of the Debentures to the Underwriter by noon of the next business day after you receive such funds. At the same time you deliver funds received to the Escrow Agent, or directly to the Underwriter, you shall also deliver to Underwriter, a written account of each purchaser which sets forth, among other things, the name, address and tax identification number of the purchaser, the number of Debentures purchased, the maturity thereof, and the amount paid therefor which shall be accompanied by a copy of the check and any transmittal letter to the Escrow Agent. You agree to be bound by the terms of the Escrow Agreement executed by Underwriter and the Issuer and acknowledge that you have received a copy of such Escrow Agreement. Until the First Closing Date, checks shall be made payable to "M&T Bank, as Escrow Agent for Intervest Corporation of New YorkBancshares Corporation". After the First Closing Date, checks shall be made payable to "Intervest Corporation of New YorkBancshares Corporation", the Issuer. Until the First Closing Date, any checks received by the Escrow Agent which are made payable to any party other than the Escrow Agent, shall be returned by the Escrow Agent to the purchaser who submitted the check and shall not be accepted. All Debentures shall be registered and issued as designated by Dealer after the Closing Dates specified in the Prospectus. The Issuer reserves the right to reject any subscription, and in such case, the Issuer will instruct the Escrow Agent or Underwriter, as may be the case, to return, in full, any payment made in connection therewith. If at least $5,000,000 in collected funds (as defined in the Escrow Agreement) have not been received and such subscriptions accepted by the Issuer by ___________, 20011998, subscription documents and funds shall be promptly returned to subscribers. 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 such subscriber without regard to the date when such subscription funds were paid. It shall be a condition of making any such refund to a subscriber, however, that there be delivered to the Escrow Agent a Form W-9 executed by such subscriber.