Exhibit 10.6


                              EMPLOYMENT AGREEMENT


         THIS   EMPLOYMENT   AGREEMENT  (the   "Employment   Agreement"  or  the
"Agreement")  is made and entered into as of the 9th day of August,  1999 by and
between GILKISON & PATTERSON INVESTMENT ADVISORS,  INC., a Virginia corporation,
hereinafter called the "Corporation", and James H. Patterson, hereinafter called
the "Employee", and provides as follows:

                                    RECITALS

         WHEREAS,  the Corporation desires to retain the services of Employee on
the terms and  conditions  set forth herein and,  for purpose of  effecting  the
same, the Board of Directors of the  Corporation  (the "Board of Directors") has
approved this Employment  Agreement and authorized its execution and delivery on
the Corporation's behalf to the Employee; and

         WHEREAS,  the  Employee  is  presently  the  duly  elected  and  acting
President of the  Corporation  and, as such,  is a key  Employee  officer of the
Corporation whose continued dedication,  availability, advice and counsel to the
Corporation is deemed  important to the Board of Directors,  the Corporation and
its stockholders; and

         WHEREAS, the services of the Employee,  his experience and knowledge of
the affairs of the Corporation,  and his reputation and contacts in the industry
are valuable to the Corporation; and

         WHEREAS,   the   Corporation   wishes  to  attract   and  retain   such
well-qualified  Employees and it is in the best interests of the Corporation and
of the Employee to secure the continued services of the Employee; and

         WHEREAS,  The  Employee  owns  49.5% of the  Corporation's  issued  and
outstanding common stock; and

         WHEREAS,  contemporaneously  with  the  execution  of  this  Employment
Agreement   the   Corporation   is  entering  into  an  Agreement  and  Plan  of
Reorganization,  dated August 9, 1999, (the "Merger Agreement") with Independent
Community  Bankshares,  Inc., a Virginia  corporation  ("ICBI") and The Tredegar
Trust Company,  a Virginia  corporation  and a  wholly-owned  subsidiary of ICBI
("TTC"),  pursuant to which the Corporation would merge with and into TTC or, at
the option of ICBI, another wholly-owned subsidiary of ICBI (the "Merger"); and

         WHEREAS,  contemporaneously  with  the  execution  of  this  Employment
Agreement the  Corporation,  Employee,  ICBI and Robert C. Gilkison are entering
into a Shareholder Agreement dated August 9, 1999 (the "Shareholder  Agreement")
which  grants  ICBI the  option  to effect  the  Merger  and sets  forth how the
Corporation will be governed in certain respects,  pending the effective date of
the Merger; and

         WHEREAS,  ICBI has paid Employee  $600,000.00 in  consideration  of the
Shareholder

<PAGE>

Agreement; and

         WHEREAS, if the Merger is consummated,  Employee,  in his capacity as a
shareholder of the Corporation,  shall receive  additional  consideration with a
value of $1,900,000.00; and

         WHEREAS,  the Corporation and Employee  understand and acknowledge that
the  execution of this  Agreement is a material  inducement  for ICBI and TTC to
enter  into the  Merger  Agreement  and for ICBI to enter  into the  Shareholder
Agreement and make the payment to Employee provided therein;

         NOW, THEREFORE,  to assure the Corporation of the Employee's  continued
dedication,  the  availability  of  his  advice  and  counsel  to the  Board  of
Directors,  and to induce the  Employee to remain and  continue in the employ of
the Corporation and for other good and valuable  consideration,  the receipt and
adequacy  whereof  each  party  hereby  acknowledges,  the  Corporation  and the
Employee hereby agree as follows:


                               TERMS OF AGREEMENT

         Section 1.  Employment.  (a) Employee shall be employed to perform such
services for the Corporation and/or one or more Affiliates as may be assigned to
Employee  by the  Corporation  from time to time  upon the terms and  conditions
hereinafter  set forth.  Employee's  services  shall be rendered in an executive
capacity and shall be of the type for which Employee is suited by background and
training.

                  (b)      References in this Agreement to services rendered for
the  Corporation  and  compensation  and  benefits  payable or  provided  by the
Corporation  shall include  services  rendered for and compensation and benefits
payable or  provided  by any  Affiliate.  References  in this  Agreement  to the
"Corporation"  also shall mean and refer to each  Affiliate  for which  Employee
performs  services.  References in this Agreement to "Affiliate"  shall mean any
business   entity   that,   directly   or   indirectly,   through  one  or  more
intermediaries, is controlled by the Corporation.

                  (c)      On the  effective  date  of the  Merger,  ICBI  shall
assume all of the  Corporation's  obligations  hereunder and after the effective
date of the Merger the term "Corporation",  as used herein, shall mean and refer
to ICBI and/or to any  successor to ICBI by merger or similar  transaction.  The
Employee  intends  and  expressly  agrees that after the  effective  date of the
Merger,  ICBI and/or to any  successor to ICBI by merger or similar  transaction
may enforce all rights of the Corporation under this Agreement,  including,  but
not limited to, the Corporation's rights under Section 11.

                  (d)      Employee  acknowledges  that he is entering into this
Agreement on his own free will and that he has had the benefit of the advice of,
and is relying solely upon, independent counsel of his own choice.

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         Section 2. Term. The term of this Agreement  shall commence on the date
hereof and continue until August 9, 2003 (the "Employment Period") unless sooner
terminated under the terms of this Agreement.

         Section 3.  Exclusive  Service.  Employee shall devote his best efforts
and full time to rendering  services on behalf of the Corporation in furtherance
of its best  interests.  Employee shall comply with all policies,  standards and
regulations of the Corporation now or hereafter  promulgated,  and shall perform
his duties under this  Agreement to the best of his  abilities and in accordance
with general business standards of conduct.

         Section  4.  Cash  Compensation.  (a) As  compensation  while  employed
hereunder  until  the  effective  date of the  Merger,  Employee  and  Robert C.
Gilkison shall receive equal annual salaries at whatever level they shall agree;
provided such salaries shall not be greater than the excess of the Corporation's
cash receipts over its cash expenditures. Such salaries shall be payable on such
terms and in such  installments  as the parties  may from time to time  mutually
agree upon.  After the effective  date of the Merger,  Employee shall receive an
annual salary of $300,000, payable on such terms and in such installments as the
parties may from time to time mutually agree upon.

                  (b)(i)   Until  the  effective  date of the  Merger,  Employee
shall receive a semiannual bonus,  payable each July 31 and January 31, equal to
fifty  percent  (50%) of the  amount by which the  Corporation's  cash  receipts
exceed its cash expenditures for the six months ending each June 30 and December
31. The  Corporation  may defer  payment of all or any part of the bonus for any
semiannual  period,  provided  any  deferred  amount shall be paid in full on or
before the effective date of the Merger.

                  (ii)     After  the  effective  date of the  Merger,  Employee
shall receive a bonus each year equal to $300,000  multiplied by the  percentage
growth in investment  advisory revenues  attributable to clients of Employee and
Robert C. Gilkison over such  revenues for the preceding  year.  For purposes of
this Section 4(b)(ii),  revenue shall be computed on the accrual method. For the
year 2001,  such bonus will be prorated from the effective date of the Merger to
December 31, 2001 and shall  include  revenue  that is accrued on and  collected
after the effective date of the Merger.

                  For purposes of this Section 4(b)(ii) only, the following will
apply in determining the investment  advisory  revenues that are attributable to
clients of Employee and Robert C. Gilkison:

         (A)      All those who are clients of the  Corporation on the effective
date of the  Merger  will be  considered  clients  of  Employee  and  Robert  C.
Gilkison, except as set forth in the following paragraph;

         (B)      If, prior to the effective date of the Merger, the Corporation
and TTC are sharing  revenue from a client of the  Corporation  or TTC,  revenue
from such client shall be allocated in the same manner after the effective  date
of the Merger; and

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         (C)      With respect to those who become  clients  after the effective
date of the Merger:

                  (1)      If the client is  introduced by Employee or Robert C.
Gilkison,  forty  percent  (40%) of the  investment  advisory  revenue from such
client shall be counted in calculating Employee's bonus; and

                  (2)      If all or part of the client's  account is managed by
Employee or Robert C. Gilkison,  sixty percent (60%) of the investment  advisory
revenue from such client, multiplied by the percentage of the account managed by
Employee  or Robert C.  Gilkison,  shall be  counted in  calculating  Employee's
bonus.

                  (c)      The  Corporation  shall  withhold  state and  federal
income taxes,  social  security  taxes and such other payroll  deductions as may
from time to time be required  by law or agreed upon in writing by Employee  and
the  Corporation.  The  Corporation  shall also withhold and remit to the proper
party any amounts agreed to in writing by the  Corporation  and the Employee for
participation in any corporate  sponsored benefit plans for which a contribution
is required.

                  (d)      Except as otherwise expressly set forth hereunder, no
compensation shall be paid pursuant to this Agreement in respect of any month or
portion thereof  subsequent to any  termination of Employee's  employment by the
Corporation.

         Section 5.  Corporate  Benefit  Plans.  Employee  shall be  entitled to
participate in or become a participant in any employee  benefit plan  maintained
by the  Corporation for which he is or will become eligible on such terms as the
Board of  Directors  may,  in its  discretion,  establish,  modify or  otherwise
change.  On and  after  the  effective  date of the  Merger,  Employee  shall be
entitled to  participate  in the ICBI plans,  as set forth in Section 5.1 of the
Merger Agreement.

         Section 6. Expense Account.  The Corporation  shall reimburse  Employee
for reasonable and customary  business  expenses  incurred in the conduct of the
Corporation's business.  Such expenses will include business meals,  out-of-town
lodging and travel expenses.  In no event will there be reimbursement  for items
which are not reimbursable under Corporation  policy.  Employee agrees to timely
submit  records  and  receipts  of  reimbursable   items  and  agrees  that  the
Corporation   can  adopt   reasonable   rules  and   policies   regarding   such
reimbursement.  The  Corporation  agrees to make prompt  payment to the Employee
following receipt and verification of such reports.

         Section 7. Personal and Sick Leave.  Employee  shall be entitled to the
same  personal  and sick leave as the Board of  Directors  may from time to time
designate for all full-time employees of the Corporation.

         Section 8.  Vacations.  Employee shall be entitled to four (4) weeks of
vacation  leave each year,  which shall be taken at such time or times as may be
approved by the Corporation and during which Employee's  compensation  hereunder
shall continue to be paid.

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<PAGE>

         Section  9.  Termination.   (a)   Notwithstanding  the  termination  of
Employee's  employment pursuant to any provision of this Agreement,  the parties
shall  be  required  to  carry  out  any  provisions  of  this  Agreement  which
contemplate performance by them subsequent to such termination.  In addition, no
termination shall affect any liability or other obligation of either party which
shall have accrued prior to such termination, including, but not limited to, any
liability,  loss or damage on account of breach.  No  termination  of employment
shall terminate the obligation of the Corporation to make payments of any vested
benefits provided hereunder or the obligations of the Employee under Sections 11
and 12.

                  (b)      This  Agreement  shall  terminate  upon  death of the
Employee.  The  Corporation  may  terminate  Employee's  employment  under  this
Agreement,  after having established the Enployee's  disability by giving to the
Employee  written  notice of its  intention  to  terminate  his  employment  for
disability, and his employment with the Corporation shall terminate effective on
the 90th day after receipt of such notice (the  "Disability  Effective Date") if
within 90 days  after  such  receipt  the  Employee  shall fail to return to the
full-time  performance  of the  essential  functions of his position (and if the
Employee's  disability  has  been  established  pursuant  to the  definition  of
"disability"  set forth  below).  For purposes of this  Agreement,  "disability"
means  either  (i)  disability  which  after  the  expiration  of  more  than 13
consecutive weeks after its commencement is determined to be total and permanent
by a physician  selected and paid for by the  Corporation  or its insurers,  and
acceptable to the Employee or his legal representative,  which consent shall not
be  unreasonably  withheld,  or (ii)  disability  as  defined  in the  policy of
disability  insurance  maintained  by the  Corporation  for the  benefit  of the
Employee, whichever shall be more favorable to the Employee. Notwithstanding any
other  provision  of this  Agreement,  the  Corporation  shall  comply  with all
requirements  of the Americans with  Disabilities  Act, 42 U.S.C.  ss. 12101 et.
seq.

                  (c)      The   Corporation   may  terminate   the   Employee's
employment,  in its sole  discretion at any time during the  Employment  Period,
with or without "Cause."

                  (d)      The  Employee's  employment  may be terminated by the
Employee,  in the Employee's  sole  discretion at any time during the Employment
Period, with or without "Good Reason."

                  (e)      For purposes of this Agreement,

                           (i)      "Cause" shall mean the Employee's:

                                    (A)      continued willful failure,  without
Cure (as defined below), to perform substantially the Employee's duties with the
Corporation  (other  than any such  failure  resulting  from  incapacity  due to
physical or mental illness);

                                    (B)      acts    or    conduct     involving
embezzlement, theft, larceny, fraud, or any other material acts of dishonesty by
the Employee in the performance of the Employee's duties;

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<PAGE>

                                    (C)      conviction  of,  or  entrance  of a
plea of guilty  or nolo  contendere  to, a felony  or any crime by the  Employee
involving  moral  turpitude  which  crime of  moral  turpitude  is  demonstrably
injurious to the Corporation or client relationships;

                                    (D)      acts or conduct which result in the
Employee  becoming  subject  to an  order  of a  governmental  agency  or  other
regulatory  body  which  prevents  or  materially   restricts  the  Employee  in
performing the Employee's duties hereunder;

                                    (E)      reporting   to   work   under   the
influence of alcohol,  narcotics or unlawful controlled substances, or any other
material violation, without Cure (to the extent such other material violation is
capable of Cure), of any Corporation employment policy or procedure;

                                    (F)      conduct  that is  demonstrably  and
materially injurious to the Corporation without Cure (to the extent such conduct
is capable of Cure); or

                                    (G)      breach of any of the  provisions of
Section 11 of this Agreement.

                           (ii)     "Cure" shall mean,  following  the giving of
notice of Cause or Good Reason, the Employee or the Corporation, as the case may
be,  shall have cured the Cause or Good Reason  within  thirty (30) days of such
notice having been given.

                           (iii)    "Good Reason"  shall mean a  termination  by
Employee  resulting  from a  material  breach by the  Corporation  of a material
obligation  of the  Corporation  under this  Agreement  without  Cure.  A breach
described in this clause shall include, but not be limited to:

                                    (A)      a detrimental alteration or failure
to comply  with the terms of the  Employee's  employment  as they  relate to the
Employee's position, responsibilities, reporting and duties, or the compensation
and benefit arrangements applicable to the Employee;

                                    (B)      the failure of the  Corporation  to
obtain an agreement  reasonably  satisfactory to the Employee from any successor
of  the  Corporation  to  assume  and  agree  to  perform  this  Agreement,   as
contemplated in Section 13(b) hereof; or

                                    (C)      any  termination  of the Employee's
employment which is not effected pursuant to the terms of this Agreement.

                  (f)      Any  termination by the  Corporation  with or without
Cause, or by the Employee with or without Good Reason,  shall be communicated by
Notice of Termination to the other party hereto in accordance  with this Section
and Section 16 of this Agreement.  For purposes of this Agreement,  a "Notice of
Termination" means a written notice which (i) indicates the specific termination
provision in this Agreement relied upon, and (ii) to the extent applicable,

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sets forth in reasonable detail the facts and circumstances claimed to provide a
basis for  termination  of the  Employee's  employment  under the  provision  so
indicated.  The failure by the Employee or the  Corporation  to set forth in the
Notice of Termination any fact or circumstance which contributes to a showing of
Good  Reason  or  Cause  shall  not  waive  any  right  of the  Employee  or the
Corporation hereunder or preclude the Employee or the Corporation from asserting
such fact or  circumstance  in enforcing  the  Employee's  or the  Corporation's
rights hereunder.

                  (g)      "Date  of   Termination"   means  if  the  Employee's
employment is terminated (i) by the Corporation for Cause or by the Employee for
Good Reason,  the date that is one day after the last day of the cure period, if
any,  (ii) by the  Corporation  other  than for Cause or  Disability,  or by the
Employee  without Good Reason,  the date that is 30 days after the date on which
the  Corporation or the Employee  notifies the Employee or the  Corporation,  as
applicable, of such termination, and (iii) by reason of death or disability, the
date of death of the Employee or the Disability  Effective Date, as the case may
be.

         Section 10.  Obligations of the Corporation upon Termination.

                  (a)      If, during the  Employment  Period,  the  Corporation
shall  terminate  the  Employee's  employment  other  than for  Cause,  death or
disability or the Employee shall terminate  employment for Good Reason, then the
Corporation  shall pay to the  Employee in equal  monthly  installments  for the
remainder of the term of this Agreement or 24 months,  whichever is longer,  the
amounts set forth below:

                           (i)      To the  extent  not  theretofore  paid,  the
Employee's accrued salary through the Date of Termination, any bonus for a prior
year that remains unpaid; and

                           (ii)     The  Employee's  salary for 24 months or the
remainder of the term of this Agreement, whichever is longer.

                                    Additionally,  after  the end of the year in
which his employment  terminates,  the Corporation shall pay Employee a pro rata
portion  of any bonus that would have been  payable  under  Section  4(b) if his
employment  had not  terminated,  based on the  number  of days in the year that
elapse before this employment  terminates,  divided by the number of days in the
year.

                  (b)      If, during the  Employment  Period,  the  Corporation
shall  terminate  the  Employee's  employment  for Cause or the  Employee  shall
terminate his employment without Good Reason, then

                           (i)      the Corporation shall pay to the Employee in
a lump sum in cash  within 30 days after the Date of  Termination  to the extent
not  theretofore  paid,  the  Employee's  accrued  salary  through  the  Date of
Termination and any bonus for a prior year that remains unpaid; and

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                           (ii)     the   Corporation   shall  continue  to  pay
Employee's salary monthly for the 24 months that follow the Date of Termination.

                  (c)      If,  during the  Employment  Period,  the Employee is
terminated  due to  disability,  as  defined in Section  9(b)  hereof,  then the
Corporation shall pay to the Employee in a lump sum in cash within 30 days after
the Date of  Termination  to the extent not  theretofore  paid,  the  Employee's
accrued salary  through the Date of  Termination  and any bonus for a prior year
that remains unpaid.

                           Additionally,  after the end of the year in which his
employment terminates,  the Corporation shall pay Employee a pro rata portion of
any bonus that would have been payable under Section 4(b) if his  employment had
not terminated,  based on the number of days in the year that elapse before this
employment terminates, divided by the number of days in the year.

                  (d)      If, during the Employment  Period, the Employee shall
die, then the Corporation shall pay to the Employee's personal representative in
a lump sum in cash  within 30 days after the Date of  Termination  to the extent
not  theretofore  paid,  the  Employee's  accrued  salary  through  the  Date of
Termination and any bonus for a prior year that remains unpaid.

                           Additionally,  after the end of the year in which his
employment  terminates,   the  Corporation  shall  pay  to  Employee's  personal
representative  a pro rata  portion of any bonus  that  would have been  payable
under Section 4(b) if Employee's  employment  had not  terminated,  based on the
number  of days in the year  that  elapse  before  this  employment  terminates,
divided by the number of days in the year.

                  (e)      Notwithstanding  anything  in this  Agreement  to the
contrary,  if Employee  breaches  Section 11,  Employee  will not  thereafter be
entitled  to receive  any  further  compensation  or  benefits  pursuant to this
Section  10. All  payments  to  Employee  pursuant  to  Sections  10(a)(ii)  and
10(b)(ii)  shall be solely in exchange for  Employee's  covenants and agreements
set forth in Section 11 and shall not be deemed to be severance payments.


        Section  11.  Confidentiality/Nondisclosure/Noncompetition/
Nonsolicitation.  (a)(i) The Employee acknowledges:

         (A)      The Corporation's  business has been built over a period of 18
years through the efforts of Employee and Robert C. Gilkison; and

         (B)      That  all  or  substantially   all   relationships   with  the
Corporation's customers are personal to Employee and Robert C. Gilkison; and

         (C)      That the  Corporation  has  customers  in 28 states and that a
business that competes with the  Corporation  can be carried on anywhere  within
the United States by telephone

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and advanced  communication  techniques and that the  geographic  restriction in
Section 11(c) is necessary to protect the Corporation; and

         (D)      That it is his intent, if the Merger is consummated,  that the
Corporation's  goodwill,  including the value of the long term  relationships he
has developed  with the  Corporation's  customers,  shall become the property of
ICBI.

                  (ii)     By  entering  into  this   Agreement,   the  Employee
intends:

                  (A)      To induce the  Corporation and ICBI to enter into the
Shareholder Agreement;

                  (B)      To  induce  ICBI  to  pay   $600,000.00  to  Employee
pursuant to the Shareholder Agreement;

                  (C)      To induce the  Corporation and ICBI to enter into the
Merger Agreement; and

                  (D)      To induce ICBI to consummate the Merger.

         (b)      Employee  covenants  and agrees  that any and all  information
concerning the customers, businesses and services of the Corporation of which he
has knowledge or access as a result of his  association  with the Corporation in
any capacity shall be deemed  confidential in nature and shall not,  without the
prior  written  consent of the  Corporation,  be  directly or  indirectly  used,
disseminated,  disclosed or published by Employee to third parties other than in
connection  with the usual  conduct of the  business  of the  Corporation.  Such
information shall expressly  include,  but shall not be limited to,  information
concerning the  Corporation's  asset  management  methods,  other trade secrets,
business  operations,   business  records,  customer  lists  or  other  customer
information.  Upon  termination  of employment the Employee shall deliver to the
Corporation  all  originals  and copies of  documents,  forms,  records or other
information,  in whatever form it may exist,  concerning the  Corporation or its
business,  customers,  products or services.  In construing this provision it is
agreed that it shall be  interpreted  broadly so as to provide  the  Corporation
with the maximum  protection.  This Section 11(b) shall not be applicable to any
information which, through no misconduct or negligence of Employee, is disclosed
to the public by anyone other than Employee or that  Employee,  after  notifying
the Corporation, is compelled to disclose by legal process.

         (c)      During the term of this  Agreement and  throughout any further
period that he is an officer or employee of the Corporation, and for a period of
twenty-four  (24)  months  from and  after the date  that  Employee  is (for any
reason) no longer  employed by the  Corporation  or for a period of  twenty-four
(24) months  from the date of entry by a court of  competent  jurisdiction  of a
final  judgment  enforcing  this  covenant in the event of a breach by Employee,
whichever is later,  Employee covenants and agrees that he will not, directly or
indirectly,  either for himself or as a principal,  agent,  employee,  employer,
stockholder,  co-partner or in any other individual or

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representative  capacity whatsoever provide Competitive  Services (as defined in
Section 11(e)) anywhere in the United States of America.

                  This  Section  11(c) shall not preclude  Employee  from merely
becoming the holder of any publicly  traded  stock,  provided  Employee does not
acquire a stock interest in excess of 5%.

         (d)      While employed by the  Corporation and for two years after the
Employee's  termination of employment with the  Corporation for any reason,  the
Employee  will not,  directly or  indirectly,  on behalf of the  Employee or any
other person or entity,  solicit or induce, or attempt to solicit or induce, any
person employed by the Corporation  during the two-year period immediately prior
to the Employee's  termination,  to terminate his or her  relationship  with the
Corporation  and/or to enter into an employment or agency  relationship with the
Employee  or with  any  other  person  or  entity  with  whom  the  Employee  is
affiliated.

         (e)      While employed by the  Corporation and for two years after the
Employee's  termination of employment with the  Corporation for any reason,  the
Employee will not, except to the extent  necessary to carry out his duties as an
employee of the Corporation, directly or indirectly provide Competitive Services
(as defined below) to any Customer (as defined  below),  directly or indirectly,
on behalf of the Employee or any other person or entity,  solicit or divert away
or attempt to solicit or divert  away any  Customer of the  Corporation  for the
purpose of selling or providing Competitive  Services,  provided the Corporation
is then still engaged in the sale or provision of Competitive Services.

         For  purposes  of  this  Agreement,   the  term  "Customer"  means  any
individual or entity to whom or to which the  Corporation  provided  Competitive
Services (or,  within one year of the Date of  Termination,  had identified as a
prospect for the provision of Competitive Services,  and with whom or with which
the Employee had, alone or in conjunction with others,  material contact) during
the year immediately prior to the Date of Termination.

         For purposes of this  Agreement,  the Employee  shall have had material
contact with a person or entity if (i) the Employee had direct business dealings
with the person or entity on behalf of the  Corporation;  (ii) the  Employee was
responsible for supervising or coordinating  the business  dealings  between the
person or entity and the  Corporation;  (iii) the Employee was  responsible  for
supervising or  coordinating  the  identification  of such person or entity as a
prospective  Customer of the  Corporation;  or (iv) the Employee  obtained trade
secrets  or  confidential  information  about  the  person or entity as a direct
result  of the  Employee's  business  involvement  with the  person or entity on
behalf of the Corporation.

         For  purposes  of this  Agreement,  "Competitive  Services"  means  the
investment advisory services of the type that the Corporation provides as of the
Date of Termination.

         (f)      The Employee  agrees that the covenants in this Section 11 are

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reasonably necessary to protect the legitimate interests of the Corporation, are
reasonable  with respect to time and  territory  and do not  interfere  with the
interests of the public.  The Employee  further agrees that the  descriptions of
the  covenants  contained  in this  Section  11 are  sufficiently  accurate  and
definite to inform the  Employee  of the scope of the  covenants.  Finally,  the
Employee agrees that the consideration  set forth in the Merger  Agreement,  the
Shareholder  Agreement  and in this  Agreement  is full,  fair and  adequate  to
support  the  Employee's  obligations  hereunder  and the  Corporation's  rights
hereunder  before  and after the  effective  date of the  Merger.  The  Employee
acknowledges that in the event the Employee's employment with the Corporation is
terminated  for any  reason,  the  Employee  will  be able to earn a  livelihood
without  violating  such  covenants.  The parties  have  attempted  to limit the
Employee's  right  to  compete  only to the  extent  necessary  to  protect  the
Corporation  from unfair  competition.  The  parties  recognize,  however,  that
reasonable  people may differ in making such a determination.  Accordingly,  the
parties intend that the covenants  contained in this Section 11 to be completely
severable and independent,  and any invalidity or unenforceability of any one or
more such covenants will not render invalid or unenforceable  any one or more of
the  other  covenants.   The  parties  further  agree  that,  if  the  scope  or
enforceability of a covenant contained in this Section 11 is in any way disputed
at any time, a court or other trier of fact may modify and reform such provision
to substitute  such other terms as are  reasonable to protect the  Corporation's
legitimate business interests.

         (g)      In the event  Employee  shall desire to engage in any activity
which Employee  believes could breach the covenants in this Section 11, Employee
may give notice of such desired activity to the Corporation, and the Corporation
shall advise Employee in writing,  within thirty (30) days following  receipt of
such  notice,  of its  determination  as to whether  the  proposed  activity  is
permissible  hereunder,  or whether  the  Corporation  is willing to permit such
activity  even if the  Corporation  believes  such  activity is not  permissible
hereunder.

         Section 12. Injunctive Relief,  Damages, Etc. The Employee agrees that,
given the nature of the positions  held by Employee with the  Corporation,  each
and every one of the  covenants and  restrictions  set forth in Section 11 above
are reasonable in scope,  length of time and  geographic  area and are necessary
for  the  protection  of  the  significant  investment  of  the  Corporation  in
developing,  maintaining  and expanding its business.  Accordingly,  the parties
hereto  agree  that  in  the  event  of any  breach  by  Employee  of any of the
provisions  of  Section  11 that  monetary  damages  alone  will not  adequately
compensate  the  Corporation  for its losses  and,  therefore,  that it shall be
entitled to any and all legal or equitable relief available to it,  specifically
including,  but not limited to,  injunctive  relief,  and the Employee  shall be
liable for all damages,  including actual and consequential  damages,  costs and
expenses,  including  legal costs and actual  attorneys'  fees,  incurred by the
Corporation  as a result of taking action to enforce,  or recover for any breach
of,  Section 11. The  covenants  contained in Section 11 shall be construed  and
interpreted  in any  judicial  proceeding  to permit  their  enforcement  to the
maximum extent permitted by law.

         Section 13. Binding  Effect/Successors.  (a) This Employment  Agreement
shall be binding upon and inure to the benefit of the  Corporation  and Employee
and their respective heirs, legal  representatives,  executors,  administrators,
successors and assigns. Neither this Agreement, nor any

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<PAGE>

of the rights hereunder,  shall be assignable by the Employee or any beneficiary
or beneficiaries designated by the Employee.

         (b)      The Corporation will require any successor  (whether direct or
indirect,   by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially  all of the business and/or assets of the  Corporation,  or either
one of them, by agreement in form and substance satisfactory to the Employee, to
expressly assume and agree to perform this Agreement in its entirety. Failure of
the Corporation to obtain such agreement prior to the  effectiveness of any such
succession shall be a breach of this Agreement and shall entitle the Employee to
the compensation described in Section 10(a).

         Section 14.  Governing Law. This Employment  Agreement shall be subject
to and construed in accordance with the laws of Virginia.

         Section 15. Invalid  Provisions.  The invalidity or unenforceability of
any provision of this Agreement shall not affect the validity or  enforceability
of any other provision of this  Agreement,  which shall remain in full force and
effect.  Any provision in this Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be valid and enforceable to the
fullest extent permitted by law without  invalidating or affecting the remaining
provisions  hereof,  and  any  such  prohibition  or   unenforceability  in  any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

         Section  16.  Notices.  Any and all  notices,  designations,  consents,
offers, acceptance or other communications provided for herein shall be given in
writing and shall be deemed  properly  delivered  if  delivered  in person or by
registered or certified mail, return receipt requested, addressed in the case of
the Corporation to its registered  office or in the case of Employee to his last
known address.

         Section 17.  Litigation.  If litigation  shall be brought to challenge,
enforce or interpret any provision of this  Agreement,  and such litigation ends
with  judgment  against  a party,  that  party  shall  indemnify  the  other for
reasonable attorneys' fees and disbursements incurred in such litigation.

         Section 18.  Entire Agreement.

         (a)      This Employment  Agreement  constitutes  the entire  agreement
among the parties with respect to the subject  matter hereof and  supersedes any
and all other  agreements,  either oral or in writing,  among the parties hereto
with respect to the subject matter hereof.

         (b)      This  Employment  Agreement  may be  executed  in one or  more
counterparts,  each of  which  shall  be  considered  an  original  copy of this
Agreement, but all of which together shall evidence only one agreement.

         Section 19. Amendment and Waiver. This Employment  Agreement may not be
amended except in accordance with the Shareholder  Agreement by an instrument in
writing  signed by or on

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<PAGE>

behalf of each of the parties  hereto.  No  provision of this  Agreement  may be
waived,  except in accordance  with the Shareholder  Agreement.  Any such waiver
shall be in writing,  signed by the Employee and on behalf of the Corporation by
such officer as may be  specifically  designated by the Board of  Directors.  No
waiver  by either  party  hereto  at any time of any  breach by the other  party
hereto of, or compliance  with,  any condition or provision of this Agreement to
be  performed  by such other  party  shall be deemed a waiver of any  similar or
dissimilar  provision or  conditions  at the same or at any prior or  subsequent
time.

         Section 20.  Captions.  The captions used in this Employment  Agreement
are intended for descriptive and reference purposes only and are not intended to
affect the meaning of any Section hereunder.


                           [execution page to follow]

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<PAGE>



         IN  WITNESS  WHEREOF,   the  Corporation  has  caused  this  Employment
Agreement to be signed by its duly authorized  officer and Employee has hereunto
set his hand and seal on the day and year first above written.

                                    GILKISON & PATTERSON INVESTMENT
                                    ADVISORS, INC.


                                    By:
                                       -----------------------------------------
                                    Title:
                                          --------------------------------------
ATTEST:

------------------------------

                                    EMPLOYEE


                                                                 (SEAL)
                                    -----------------------------

         The  undersigned  agrees that it is legally bound by the  provisions of
Section 1(c) of this Employment Agreement.

                                    INDEPENDENT COMMUNITY BANKSHARES, INC.


                                    By:
                                        ----------------------------------------
                                          Joseph L. Boling
                                          Chairman and Chief Executive Officer



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