Underwriting Agreement

Delaware corporation)


1,250,000 Shares of Common Stock


UNDERWRITING AGREEMENT
----------------------


This Underwriting Agreement is made and entered into this 10th day of August, 2005 by and between Intervest Bancshares Corporation, a Delaware corporation (the "Company") and Ryan Beck & Co., Inc. ("Ryan Beck") as representative of the co-managers and the underwriters named in Schedule I hereto (such syndicate of underwriters collectively referred to as the "Underwriters"). The Company hereby confirms its agreement with the Underwriters with respect to the issue and sale by the Company and the purchase by the Underwriters of 1,250,000 shares (the "Initial Securities") of the Company's $1.00 par value Class A common stock ("Common Stock"). The Company also proposes to issue and sell to the Underwriters, at the Underwriters' option, up to an additional 187,500 shares of Common Stock (the "Option Securities") as set forth herein. The term "Securities" as used herein, unless indicated otherwise, shall mean the Initial Securities and the Option Securities.


The public offering price for the Securities, the purchase price to be paid by the Underwriters for the Securities, and the number of Securities to be sold to the Underwriters by the Company shall be agreed upon by the Company and the Underwriters, and such agreement shall be set forth in a separate written instrument substantially in the form of EXHIBIT A hereto (the "Price
--------- Determination Agreement"). The Price Determination Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Underwriter and shall specify such applicable information as is indicated in EXHIBIT A hereto. The offering of the Securities will be governed
--------- by this Agreement, as supplemented by the Price Determination Agreement. From and after the date of the execution and delivery of the Price Determination Agreement, this Agreement shall be deemed to incorporate, and all references herein to "this Agreement" shall be deemed to include, the Price Determination Agreement.


The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1 (File No. 333-126493) covering the registration of the Securities under the Securities Act of 1933, as amended (the "1933 Act"), including the related preliminary prospectus, and, if such registration statement has not become effective, the Company will prepare and file, prior to the effective date of such registration statement, an amendment to such registration statement, including a final prospectus. Each prospectus used before the time such registration statement becomes effective is herein called a "preliminary prospectus." Such registration statement, at the time it becomes effective, is herein called the "Registration Statement," and the prospectus, included in the Registration Statement at the time it becomes effective is herein called the "Prospectus," except that, if any revised prospectus provided to the Underwriter by the Company for use in connection with the offering of the


Securities differs from the prospectus included in the Registration Statement at the time it becomes effective (whether or not such prospectus is required to be filed pursuant to Rule 424(b) under the 1933 Act ("Rule 424(b)"), the term "Prospectus" shall refer to such revised prospectus from and after the time it is first furnished to the Underwriters for such use and distributed by the Underwriters.


The Company understands that the Underwriter proposes to make a public offering of the Securities (the "Offering") as soon as possible after the Registration Statement becomes effective. The Underwriters may assemble and manage a selling group of broker-dealers that are members of the National Association of Securities Dealers, Inc. ("NASD") to participate in the solicitation of purchase orders for the Securities. It is acknowledged and agreed in connection with the proposed Offering, that (i) the Underwriter is not acting as a financial advisor to the Company and, except as specifically contemplated by the Underwriting Agreement, the Underwriter owes no duties (fiduciary or other) to the Company in connection with any aspect of the Offering of the Securities (including, without limitation, the structuring, marketing, timing, pricing, offering, allocation and distribution of the Securities) or any related matters; and (ii) the Underwriter has advised the Company that the Underwriter has agreements, arrangements, understandings and other relationships with and owe duties and obligations to third parties, including potential purchasers of the Securities, that may create or exacerbate actual, potential or apparent conflicts of interest between the issuer and the Underwriter.


Section 1. Representations and Warranties.
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(a) The Company represents and warrants to and agrees with the Underwriters that:


(i) The Company meets the requirements for use of Form S-1 under the
1933 Act and, when the Registration Statement on such form shall become
effective and at all times subsequent thereto up to the Closing Time
referred to below (and, with respect to the Option Securities, up to the
"Option Closing Time" referred to below), (A) the Registration Statement
and any amendments and supplements thereto will comply in all material
respects with the requirements of the 1933 Act and the rules and
regulations of the Commission under the 1933 Act (the "1933 Act
Regulations"); (B) neither the Registration Statement nor any amendment or
supplement thereto will contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading; and (C) neither the Prospectus nor any amendment
or supplement thereto will include an untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading, except that this representation and warranty does not apply to
statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by the Underwriter
expressly for use in the Registration Statement or the Prospectus. The
statements contained under the caption "Underwriting" in the Prospectus
constitute the only information furnished to the Company in writing by the
Underwriter expressly for use in the Registration Statement or the
Prospectus.


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(ii) Documents previously filed either with the Commission, or, if
filed by Intervest National Bank (the "Bank"), with the Federal Reserve
System (the "FRB"), the Office of the Comptroller of the Currency (the
"OCC") or the Federal Deposit Insurance Corporation (the "FDIC"), as
predecessor filer to the Company, complied in all material respects with
the requirements of the Securities Exchange Act of 1934, as amended (the
"1934 Act"), and the rules and regulations of the Commission thereunder
(the "1934 Act Regulations") as adopted by the appropriate federal banking
regulator and, when read together and with the other information in the
Prospectus, at the time the Registration Statement becomes effective and at
all times subsequent thereto up to the Closing Time (and with respect to
the Option Securities, up to the "Option Closing Time" referred to below),
will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make
the statements therein not misleading, in each case after excluding any
statement that does not constitute a part of the Registration Statement or
the Prospectus pursuant to Rule 412 of the 1933 Act Regulations.


(iii) Hacker, Johnson & Smith ("Hacker Johnson"), who is reporting
upon the audited financial statements of the Company included or
incorporated by reference in the Registration Statement, has advised the
Company that it is an independent registered public accountant as required
by the 1933 Act and the 1933 Act Regulations and the Public Company
Accounting Oversight Board ("PCAOB"), and Hacker Johnson is, with respect
to the Company and each of its subsidiaries, independent certified public
accountants. Eisner LLP, who is reporting upon the audited financial
statements of Intervest Mortgage Corporation, has advised the Company that
it is an independent registered public accountant as required by the 1933
Act and the 1933 Act Regulations and the PCAOB, and Eisner LLP is, with
respect to Intervest Mortgage Corporation and each of its subsidiaries,
independent certified public accountants.


(iv) The consolidated financial statements of the Company, audited
and, if any, unaudited (including the notes thereto), included or
incorporated by reference in the Registration Statement present fairly the
consolidated financial position of the Company and its subsidiaries as of
the dates indicated and the consolidated results of operations and cash
flows of the Company and its subsidiaries for the periods specified. Such
financial statements have been prepared in conformity with generally
accepted accounting principles applied on a consistent basis throughout the
periods involved, except as otherwise stated therein. The financial
statement schedules, if any, included in the Registration Statement present
fairly the information required to be stated therein. The selected
financial, pro forma and statistical data included in the Prospectus are
accurate in all material respects and present fairly the information shown
therein and have been compiled on a basis consistent with that of the
audited and, if any, unaudited consolidated financial statements included
or incorporated by reference in the Registration Statement. The
consolidated financial statements audited and, if any, unaudited (including
the notes thereto relied upon by Hacker Johnson in preparing the Company's
consolidated financial statements), present fairly the consolidated
financial position of Intervest Mortgage Corporation and its subsidiaries
as of the dates indicated and the consolidated results of operations and
cash flows of Intervest Mortgage Corporation and its subsidiaries for the
periods specified. Such financial statements of Intervest Mortgage
Corporation have


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been prepared in conformity with generally accepted accounting principles
applied on a consistent basis throughout the periods involved, except as
otherwise stated therein. The tables and other information included in the
Prospectus are in accordance with the requirements of SEC Industry Guide 3,
fairly present the information shown therein and any quarterly information
omitted from the Prospectus in reliance on Guide 3, General Instruction 3,
does not reflect any material change from the last annual period included
therein and the omission of this non-material quarterly financial
information does not render the Guide 3 information provided therein
misleading in any material respect.


(v) The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware with corporate
power and authority under such laws to own, lease and operate its
properties and conduct its business as described in the Prospectus. Each
direct and indirect subsidiary of the Company is an entity duly organized,
validly existing and in good standing under the laws of its respective
jurisdiction of organization with corporate power and authority under such
laws to own, lease and operate its properties and conduct its business as
described on the prospectus. Each of the Company and its direct and
indirect subsidiaries is duly qualified to transact business as a foreign
corporation and is in good standing in each other jurisdiction in which it
owns or leases property of a nature, or transacts business of a type, that
would make such qualification necessary, except to the extent that the
failure to so qualify or be in good standing would not have a material
adverse effect on the results of operations, the condition (financial or
otherwise), earnings, business affairs, operations, stockholders' equity,
assets, or business prospects of the Company and its subsidiaries,
considered as one enterprise or the ability of the Company to consummate
the transactions contemplated herein (a "Material Adverse Effect").


(vi) The Company is duly registered with the Board of Governors of the
Federal Reserve System as a financial holding company under the Bank
Holding Company Act of 1956, as amended. The Bank is an OCC chartered
commercial bank subsidiary of the Company; and the deposit accounts of the
Bank are insured by the Bank Insurance Fund of the FDIC up to the maximum
allowable limits thereof. The Company has all such power, authority,
authorization, approvals and orders as may be required to enter into this
Agreement to carry out the provisions and conditions hereof and thereof and
to issue and sell the Securities.


(vii) All of the outstanding shares of capital stock of the Bank and
Intervest Mortgage Corporation and each of the Company's other subsidiaries
have been duly authorized and validly issued and are fully paid and
non-assessable and are owned by the Company directly or indirectly, free
and clear of any pledge, lien, security interest, charge, claim, equity or
encumbrance of any kind.


(viii) Except for the Bank, Intervest Mortgage Corporation, Intervest
Securities Corporation, Intervest Statutory Trust I, Intervest Statutory
Trust II, Intervest Statutory Trust III and Intervest Statutory Trust IV,
the Company does not have any "significant subsidiaries" as defined in Rule
1-02 of Regulation S-X of the Commission.


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(ix) The Company had at the date indicated a duly authorized and
outstanding capitalization as set forth in the Prospectus under the caption
"Description of Our Securities." The capital stock, trust preferred
securities and other securities of the Company and the subordinated
debentures of Intervest Mortgage Corporation conform in all material
respects to the description thereof contained or incorporated by reference
in the Prospectus and such description conforms to the rights set forth in
the instruments defining the same. Except as described in the Prospectus,
there are no outstanding rights (contractual or otherwise), warrants or
options to acquire, or instruments convertible into or exchangeable for, or
agreements or understandings with respect to the sale or issuance of, any
shares of capital stock of or other equity interest in the Company.


(x) This Agreement has been duly authorized, executed and delivered by
the Company and, when duly executed by the Underwriter, will constitute the
valid and binding agreement of the Company enforceable against the Company
in accordance with its terms, except as enforcement thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting creditors' rights generally or by general
equitable principles.


(xi) The Securities have been duly and validly authorized by the
Company for issuance and sale to the Underwriter pursuant to this Agreement
and, when issued and delivered by the Company to the Underwriter pursuant
to this Agreement against payment of the consideration set forth herein,
will be validly issued, fully paid and non-assessable. The Securities
conform in all material respects to the description thereof in the
Prospectus, and such description conforms in all material respects to the
rights set forth in the instruments defining the same; and the issuance of
the Securities is not subject to any preemptive or other similar rights.


(xii) The issuance and sale of the Securities pursuant to this
Agreement by the Company and the compliance by the Company with all of the
provisions of the Agreement and the consummation of the transactions
therein contemplated will not conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default
under, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument filed as an exhibit to the Registration Statement
to which the Company or any of its subsidiaries is a party or by which the
Company or any of its subsidiaries is bound or to which any of the property
or assets of the Company or any of its subsidiaries is subject, nor will
such action result in any violation of the provisions of the Restated
Certificate of Incorporation or Bylaws of the Company or any federal
statute, rule, regulation, Delaware law or regulation or any Delaware
governmental agency or body having jurisdiction over the Company or any of
its subsidiaries, or any order of any court or governmental agency or body
having jurisdiction over the Company or any of its subsidiaries or any of
their respective properties or assets.


(xiii) The issuance and sale of the Securities by the Company, the
compliance by the Company with all of the provisions of this Agreement and
the consummation of the transactions herein contemplated will not conflict
with or result in a breach of any of the terms or provisions of, or
constitute a default under, any statute or any order, rule or regulation of
any court or governmental agency or body having jurisdiction over the


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Company or any of its properties; and no consent, approval, authorization,
order, license, certificate, permit, registration or qualification of or
with any such court or other governmental agency or body is required to be
obtained by the Company for the issue and sale of the Securities by the
Company, or the consummation by the Company of the transactions
contemplated by this Agreement, except for such consents, approvals,
authorizations, licenses, certificates, permits, registrations or
qualifications as have already been obtained, or as may be required under
the 1933 Act or the 1933 Act Regulations, the Rules and Regulations of the
NASD or the state securities laws.


(xiv) Each person who is an executive officer or director of the
Company or a director or officer of the Bank or Intervest Mortgage
Corporation has agreed to sign an agreement substantially in the form
attached hereto as EXHIBIT B (the "Lock-up Agreements"). The Company has
---------
provided to counsel for the Underwriter true, accurate and complete copies
of all of the Lock-up Agreements presently in effect or effected hereby.
The Company hereby represents and warrants that it will not release any of
its officers, directors or other shareholders from any Lock-up Agreements
currently existing or hereafter effected without the prior written consent
of the Underwriter.


(xv) The Company has not engaged in any activity that would result in
the Company being, and after giving effect to the offering and sale of the
Securities, the Company will not be, an "investment company," or an entity
"controlled" by an "investment company," as such terms are defined in the
Investment Company Act of 1940, as amended (the "Investment Company Act").


(xvi) All of the outstanding shares of capital stock of the Company
have been duly authorized and validly issued, are fully paid and
non-assessable, and are not subject to the preemptive rights of any
stockholder of the Company.


(xvii) Since the respective dates as of which information is given in
the Registration Statement and the Prospectus, except as otherwise stated
therein, there has not been (A) any material adverse change in the results
of operations, condition (financial or otherwise), earnings, business
affairs, stockholders' equity, assets or business prospects of the Company
and its subsidiaries, considered as one enterprise, whether or not arising
in the ordinary course of business (a "Material Adverse Change"), (B) any
transaction entered into by the Company or any subsidiary thereof, other
than in the ordinary course of business, that is material to the Company
and its subsidiaries, considered as one enterprise, or (C) any dividend or
distribution of any kind declared, paid or made by the Company on its
capital stock. None of the Company, the Bank, Intervest Mortgage
Corporation or any other subsidiary of the Company has any material
liability of any nature, contingent or otherwise, except as set forth in
the Registration Statement and the Prospectus.


(xviii) Neither the Company, the Bank, Intervest Mortgage Corporation
nor any other direct or indirect subsidiary of the Company is in violation
of any provision of its certificate of incorporation, charter, certificate
of trust, trust agreement or bylaws, as applicable, or in default in the
performance or observance of any obligation, agreement, covenant or
condition contained in any contract, indenture, mortgage, loan agreement,


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note, lease or other agreement or instrument to which it is a party or by
which it may be bound or to which any of its respective properties may be
subject, except for such defaults that, individually or in the aggregate,
would not have a Material Adverse Effect.


(xix) Except as disclosed in the Prospectus, there is no action, suit,
proceeding or investigation before or by any government, governmental
instrumentality or court, domestic or foreign, now pending or, to the
knowledge of the Company, threatened against the Company, the Bank or any
other subsidiary that is required to be disclosed in the Prospectus or that
could reasonably be expected to result in a Material Adverse Change, or
that could reasonably be expected to have a Material Adverse Effect on the
properties or assets of the Company and its subsidiaries, considered as one
enterprise, or that could reasonably be expected materially and adversely
to affect the consummation of the transactions contemplated in this
Agreement; all pending legal or governmental proceedings to which the
Company, the Bank or any other direct or indirect subsidiary is a party
that are not described in the Prospectus, including ordinary routine
litigation incidental to its business, if decided in a manner adverse to
the Company, would not have a Material Adverse Effect.


(xx) There are no contracts or documents of the Company or any
subsidiaries of a character required to be described in the Registration
Statement or the Prospectus or to be filed as exhibits to the Registration
Statement that are not described and filed as required.


(xxi) Each of the Company and its direct and indirect subsidiaries,
including the Bank, has good and marketable title to all properties and
assets described in the Prospectus as owned by it, free and clear of all
liens, charges, encumbrances or restrictions, except such as (A) are
described in the Prospectus or (B) are neither material in amount nor
materially significant in relation to the business of the Company and its
subsidiaries, considered as one enterprise; all of the leases and subleases
material to the business of the Company and its subsidiaries, considered as
one enterprise are in full force and effect, and none of the Company, the
Bank, Intervest Mortgage Corporation or any other subsidiary has any notice
of any material claim that has been asserted by anyone adverse to the
rights of the Company, the Bank, Intervest Mortgage Corporation or any
other subsidiary under any such lease or sublease or affecting or
questioning the rights of such corporation to the continued possession of
the leased or subleased premises under any such lease or sublease.


(xxii) Each of the Company and its direct and indirect subsidiaries,
owns, possesses or has obtained all material governmental licenses,
permits, certificates, consents, orders, approvals and other authorizations
and have made all filings, applications and registrations necessary to own
or lease, as the case may be, and to operate its properties and to carry on
its business as presently conducted; all such licenses, permits,
certificates, consents, orders, approvals and authorizations are valid and
in full force and effect, except where the invalidity would not have a
Material Adverse Effect and none of the Company, the Bank, Intervest
Mortgage Corporation or any other subsidiary has received any notice of any
restriction upon, or any notice of proceedings relating to revocation or
modification of, any such licenses, permits, certificates,


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consents, orders, approvals or authorizations. Neither the Company, nor any
of its direct or indirect subsidiaries is a party to or subject to any
order, decree, directive, agreement, memorandum of understanding or similar
arrangement with, or a commitment letter, supervisory letter or similar
submission to, the OCC, the FRB, the FDIC, the SEC, the NASD or any other
governmental entity charged with the supervision or regulation of
depository institutions or engaged in the insurance of deposits (including
the FDIC) or the supervision or regulation of it or any of its subsidiaries
and neither the Company nor any of its subsidiaries has been advised by any
of the aforementioned governmental entities that such governmental entity
is contemplating issuing or requesting (or is considering the
appropriateness of issuing or requesting) any such order, decree,
directive, agreement, memorandum of understanding, commitment letter,
supervisory letter or similar submission.


(xxiii) No labor problem with the employees of the Company, the Bank,
Intervest Mortgage Corporation or any other direct or indirect subsidiary
of the Company exists or, to the best knowledge of the Company, is imminent
such that it could result in a Material Adverse Effect, and the Company is
not aware of any existing or imminent labor disturbance by the employees of
any of its, the Bank's or any other subsidiary's principal suppliers,
contractors or customers that could reasonably be expected to result i ...