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                                                                    EXHIBIT 10F

                              LEASE AMENDMENT NO. 2


      This Amendment to Lease Agreement is by and between WOODBURN HOLDING
LIMITED PARTNERSHIP II, a Florida limited partnership ("Landlord") and GEORGE
MASON BANKSHARES, INC. ("Tenant").

                               STATEMENT OF FACTS

      A. On January 15, 1988, Tenant and Landlord entered into a certain Lease
Agreement for premises known as Suite 120 in the medical building located at
3289 Woodburn Road, Annandale, Virginia, as amended by an Addendum to Lease
dated January 15, 1988 (the "Lease").

      B. Landlord is a successor in title to Centennial Woodburn II Associates
Limited Partnership.

      C. Landlord and Tenant have agreed to extend the term of the Lease on the
terms and conditions more fully set forth in this Amendment.

      NOW, THEREFORE, in consideration of the covenants herein contained, the
receipt and sufficiency of which is hereby acknowledged,

                                  IT IS AGREED:

      1. Term. The Lease Term is hereby extended for an additional period of ten
(10) years, commencing on September 1, 1996, and terminating on August 31, 2006
("Extension Period"), unless sooner terminated in accordance with the terms of
the Lease.

      2. Annual Base Rent During Extension Period. The Annual Base Rent due and
payable during the Extension Period shall be Fifty-One Thousand Four Hundred
Eighty and no/100 Dollars ($51,480.00), calculated on the basis of Twenty-Six
and no/100 Dollars ($26.00) per square foot, which amount is subject to
adjustment pursuant to Section 4.2 of the Lease.

      3. Operating Charges Per Square Foot Base Rate. Section 1.1(c) of the
Lease is hereby amended as follows: "The Basic Operating Charges Per Square Foot
Base Amount" during the Extension Period shall be an amount equal to the actual
expenses incurred for the Building during the twelve (12) months prior to the
Extension Period.

      4. Tenant Area Janitorial Charges Per Square Foot Base Amount. Section
1.1(n) of the Lease is hereby amended as follows: "The Tenant Area Janitorial
Charges Per Square Foot Base Amount" during the Extension Period shall be an
amount equal to the actual janitorial charges incurred for the Building during
the twelve (12) months prior to the Extension Period.

      5. Option To Renew. Landlord and Tenant acknowledge that Tenant has
exercised its renewal option as provided in Paragraph 5 of the Addendum to Lease
dated January 15, 1988, which is of no further force and effect. Landlord hereby
grants to Tenant the Option To Renew this Lease as follows:

           "Section 3.6 Landlord hereby grants to Tenant the conditional right,
exercisable at Tenant's option, to renew the term of this Lease for two (2)
five-year terms (the "Renewal Term(s)"). If exercised, and if the conditions
applicable thereto have been satisfied, the Renewal Term shall commence
immediately following the end of the then current Lease term. The right of
renewal herein granted to Tenant shall be subject to, and shall be exercised in
accordance with, the following terms and conditions:

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           (a) Tenant shall exercise its right of renewal with respect to the
Renewal Term by giving Landlord written notice of such election not earlier than
fifteen (15) months nor later than twelve (12) months prior to the expiration of
the then current Lease term. The parties shall have thirty (30) days after
Landlord's timely receipt of such notice in which to agree on the annual base
rent, escalation factor and additional rent which shall be payable during each
year of the Renewal Term. Among the factors to be considered by the parties
during such negotiations shall be the general office rental market in Fairfax
County, Virginia, the rental rates then being quoted by Landlord to comparable
tenants for comparable space in the Building, and the rents being charged
similar tenants for similar office space in multi-tenanted, multi-story, medical
buildings. In no event, however, shall Landlord be under any obligation to agree
to an annual base rent, escalation factor or additional rent for the Renewal
Term which is less than the annual base rent, escalation factor or additional
rent in effect under this Lease during the Lease Year immediately preceding the
commencement of the Renewal Tem. If during such thirty (30) day period the
parties agree on such annual base rent, escalation factor and additional rent
payable during each year of the Renewal Term, then they shall promptly execute
an amendment to this Lease stating the rent so agreed upon. If during such
thirty (30) day period the parties are unable, for any reason whatsoever, to
agree on such annual base rent, escalation factor and additional rent payable,
then Tenant's rights with respect to the Renewal Term shall lapse and be of no
further force or effect.

           (b) If Tenant's renewal notice is not given timely, then Tenant's
right of renewal with respect to the Renewal Term shall lapse and be of no
further force or effect.

           (c) If Tenant is in default under this Lease on the date Tenant sends
a renewal notice or any time thereafter until the Renewal Term is to commence,
then, at Landlord's election, the Renewal Term shall not commence and the term
of this Lease shall expire at the expiration of the then current Lease term.

           (d) Tenant's right of renewal under this Section may be exercised
only by Tenant and shall not be exercised by any transferee, sublessee or
assignee of Tenant."

      6. General Provisions. Section 25.6 of the Lease is hereby amended as
follows:

           All notices or other required communications shall be in writing and
shall be deemed duly given when delivered in person (with receipt therefor), or
when sent by certified or registered mail, return receipt requested, postage
prepaid, to the following addresses:

           If to Landlord:        Realty Management Company
                                  3 Bethesda Metro Center
                                  Suite 600
                                  Bethesda, Maryland 20814

           With a copy to:        WLD Enterprises, Inc.
                                  One East Broward Boulevard
                                  Suite 1101
                                  Ft. Lauderdale, Florida 33301

           If to Tenant:          at the Tenant address for Notices

           Either party may change its address for the giving of notices or
provide for additional copies of notices by notice given in accordance with this
Section. If Landlord or the holder of any Mortgage notifies Tenant that a copy
of each notice to Landlord shall be sent to such holder at a specified address,
then Tenant shall send (in the manner specified in this Section and at the same
time such notice is sent to Landlord) a copy of each such notice to

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such holder, and no such notice shall be considered duly sent unless such copy
is sent to such holder. If Tenant claims that Landlord has breached any
obligation, then Tenant shall send such holder notice specifying the breach and
permit such holder a reasonable opportunity to cure the breach.

      7. Managing Agent. Tenant is hereby notified that the Landlord has
appointed Realty Management Company, 3 Bethesda Metro Center, Suite 600,
Bethesda, Maryland 20814, as its Managing Agent. The Landlord has authorized
said Managing Agent to act for, and in the name of, the Landlord, for any and
all purposes under this Lease, and Tenant shall direct any and all notices and
inquiries of any kind whatsoever pursuant to and regarding this Lease to said
Managing Agent. The Landlord reserves the right to substitute any other person,
firm or corporation for said Managing Agent, upon written notice thereof by the
Landlord to Tenant. Tenant hereby acknowledges the authority of any such
Managing Agent to act for, and in the name of, the Landlord for any and all
purposes under this Lease, and Tenant shall direct any and all notices and
inquires of any kind whatsoever pursuant to or regarding this Lease to said
Managing Agent.

      8. Broker. Landlord and Tenant recognize CB Commercial as the only broker
involved with this transaction.

      9. Conflict. In the event of any conflict between the provisions of this
Amendment to Lease Agreement and the provisions of the Lease, the provisions of
this Amendment to Lease Agreement shall govern.

      10. Survival. As modified herein, the Lease is hereby ratified and shall
remain in full force and effect.

      Signed this 30 day of October, 1996.


ATTEST:                                LANDLORD:

                                       WOODBURN HOLDING LIMITED 
                                       PARTNERSHIP II, a Florida 
                                       limited partnership

                                       BY: Woodburn Holding Corp. II, 
                                           a Florida corporation 
                                           Its Sole General Partner

-----------------------------          By:
                                          -------------------------------------

                                       Title:
                                             ----------------------------------

                                       Date:
                                            -----------------------------------

WITNESS:                               TENANT:  GEORGE MASON BANKSHARES, INC.


/s/ GLENN E. KINARD                    By: /s/ KEVIN F. DECOSTE
-----------------------------             -------------------------------------
                                               Kevin F. DeCoste

                                       Title: Executive vice President
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                                       Date: October 30, 1996
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