Exhibit 10.5.2


                           ACCESS NATIONAL CORPORATION
                                     FORM OF
                        INCENTIVE STOCK OPTION AGREEMENT
                                       FOR
                                EMPLOYEE-DIRECTOR

--------------------------------------------------------------------------------
                      Granted ____________________________
--------------------------------------------------------------------------------


This Incentive Stock Option Agreement evidences the grant of an Incentive Stock
Option to _______________________ (the "Employee") pursuant to subparagraph
7.1(b) of the Access National Corporation 1999 Stock Option Plan (as restated
effective April 22, 2003) (the "Plan"). This Agreement also describes the terms
and conditions of the option evidenced by this Agreement.

1.       Grant of Option. In consideration of the services rendered to Access
         National Corporation (the "Company") by the Employee, the Company
         hereby grants to the Employee an option to purchase all or any part of
         a total of ________ shares of the Company's Common Stock at a price of
         $_________ per share. This option is granted as of _____________("Award
         Date"). This option is granted pursuant to the Plan and is subject to
         the terms thereof.

2.       Term.

         (a)      Normal Term. The term of this option is 7 years, until
                  _____________________, provided, however, that this option may
                  be terminated earlier as provided below.

         (b)      Early Termination. This option will terminate on the date the
                  Employee's membership on the Board of Directors of the Company
                  ceases; provided, however that to the extent this option is
                  exercisable or becomes exercisable upon the Employee's
                  cessation of membership on the Board, this option will remain
                  exercisable until
                  --------------------.

3.       Payment of Exercise Price. The exercise price will be payable in full
         upon exercise of this option, and if approved by the Committee at or
         prior to the time of exercise, such purchase price may be paid either
         in cash, or in shares of the Company's Common Stock (which shall be
         valued as determined by the Committee), or in a combination of cash and
         Common Stock. If approved by the Committee at or prior to the time of
         exercise, payment hereunder may also be made through such
         Company-approved broker-assisted cashless exercise procedures as are in
         effect from time to time.

4.       Transferability. This option may not be transferred by the Employee,
         except upon the Employee's death by will or by the laws of descent and
         distribution.

5.       Exercise.

         (a)      Exercisability. This option is first exercisable, in whole or
                  in part, from and after the applicable time provided below:

                  (i)      Subject to earlier exercisability as provided in (ii)
                           or (iii) below, options with respect to (1) one-third
                           of the total number of shares awarded under this
                           Agreement shall be first exercisable on the first
                           anniversary of the Award Date, (2) the second
                           one-third of the total number of shares awarded under
                           this Agreement shall be first exercisable on the
                           second anniversary of the Award Date, and (3) the
                           final one-third of the total number of shares awarded
                           under this Agreement shall be first exercisable on
                           the third anniversary of the Award Date.

<PAGE>

                  (ii)     If a Change-in-Control (as defined in the Plan)
                           occurs after the Award Date, before the expiration
                           date of this option and while the Employee is a
                           member of the Board of Directors of the Company, this
                           option may first be exercised, in whole or in part,
                           after the date such Change-in-Control occurs.

                  (iii)    If the Employee's membership on the Board of
                           Directors of the Company ceases as a result of the
                           Employee's retirement from Board service in
                           accordance with any Company policy on mandatory
                           retirement for directors, death, disability which in
                           the view of the Committee prevents or materially
                           impairs his ability to continue service on the Board
                           or failure to be reelected as a director after
                           requesting to stand for reelection, this option may
                           first be exercised, in whole or in part, after the
                           date of such cessation of membership on the Board.

         (b)      By Whom Exercisable. During the Employee's lifetime, only the
                  Employee may exercise this option. If an Employee dies prior
                  to the expiration date of an option granted to him, without
                  having exercised his option as to all of the shares covered
                  thereby, this option may be exercised, to the extent of the
                  shares with respect to which this option could have been
                  exercised on the date of the Employee's death, by the estate
                  or a person who acquired the right to exercise this option by
                  bequest or inheritance or by reason of the death of the
                  Employee.

         (c)      Exercise. This option shall be exercised by delivery on any
                  business day to the Company of a Notice of Exercise in the
                  form attached to this Agreement accompanied by payment as
                  provided in Paragraph 3 and payment in full, to the extent
                  required by Paragraph 10, of the amount of any income tax the
                  Company is required to withhold as a result of such exercise.

6.       Compliance with Securities Laws. The Company covenants that it will
         attempt to maintain an effective registration statement with the Office
         of the Comptroller of the Currency covering the shares of Common Stock
         of the Company which are the subject of this Agreement at all times
         during which this option is exercisable and there is no applicable
         exemption from registration of such shares; provided, however, that
         this option shall not be exercisable for stock at any time if its
         exercise would cause the Company to be in violation of any applicable
         provisions of the federal or state securities law.

7.       Administration of Plan. The Plan is administered by a Committee
         appointed by the Company's Board of Directors. The Committee has the
         authority to construe and interpret the Plan, to make rules of general
         application relating to the Plan, to amend outstanding options, and to
         require of any person exercising this option, at the time of such
         exercise, the execution of any paper or the making of any
         representation or the giving of any commitment that the Committee
         shall, in its discretion, deem necessary or advisable by reason of the
         securities laws of the United States or any State, or the execution of
         any paper or the payment of any sum of money in respect of taxes or
         the undertaking to pay or have paid any such sum that the Committee
         shall in its discretion, deem necessary by reason of the Internal
         Revenue Code or any rule or regulation thereunder, or by reason of the
         tax laws of any State.

8.       Capital Adjustments. The number of shares of Common Stock covered by
         this option, and the option price thereof, will be subject to an
         appropriate and equitable adjustment, as determined by the Committee,
         to reflect any stock dividend, stock split or share combination, and
         will be subject to such adjustment as the Committee may deem
         appropriate to reflect any exchange of shares, recapitalization,
         merger, consolidation, separation, reorganization, liquidation or the
         like, of or by the Company.

9.       Rights as a Shareholder. The Employee, or a transferee of an option,
         shall have no rights as a shareholder with respect to any shares
         subject to this option until the date of the exercise of this option
         for such shares. No adjustment shall be made for dividends (ordinary or
         extraordinary, whether in cash, securities or other property) or
         distributions or other rights for which the record date is prior to the
         date of such exercise, except as provided in Paragraph 8 hereof.

<PAGE>

10.      Withholding Taxes. The Company, or one of its subsidiaries, shall have
         the right to withhold any Federal, state or local taxes required to be
         withheld by law with respect to the exercise of this option. The
         Employee will be required to pay the Company, as appropriate, the
         amount of any such taxes which the Company, or one of its subsidiaries,
         is required to withhold.

11.      Prohibition against Pledge, Attachment, etc. Except as otherwise
         provided herein, this option, and the rights and privileges conferred
         hereby, shall not be transferred, assigned, pledged or hypothecated in
         any way and shall not be subject to execution, attachment or similar
         process.

12.      Intended to be an Incentive Stock Option. This option is intended to
         qualify as an incentive stock option within the meaning of Section
         422(b) of the Internal Revenue Code, and the provisions hereof shall be
         construed consistent with that intent. While it is intended that this
         option be treated as an incentive stock option within the meaning of
         Section 422(b) of the Internal Revenue Code, the Company does not
         guarantee such treatment. If or to the extent, for any reason, this
         option is not treated as an incentive stock option within the meaning
         of Section 422(b) of the Internal Revenue Code, this option shall
         nevertheless continue to otherwise be fully effective according to its
         terms and the applicable terms of the Plan and shall be regarded as a
         Non-Qualified Stock Option under the Plan.

To evidence their agreement to the terms and conditions of this option, the
Company and the Employee have signed this Agreement as of the date first above
written.

                                 ACCESS NATIONAL CORPORATION


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

                                 Its:
                                     -------------------------------------------

                                 EMPLOYEE:

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


<PAGE>

                               NOTICE OF EXERCISE



Access National Corporation
1800 Robert Fulton Drive, Suite 300
Reston, Virginia  20191
Attention:  Secretary


         I hereby exercise my option pursuant to that certain Incentive Stock
Option Agreement dated _________________________, subject to all of the terms
and conditions of the said Stock Option Agreement, and hereby notify you of my
election to purchase the following stated number of shares ("Shares") of the
common stock of Access National Corporation (the "Company"), as indicated below
at the following stated option price per share.

Number of Shares -                    Option Price per Share - $
                  -------------                                 -------------

Total Option Price -$
                     -----------------

If this Notice of Exercise involves fewer than all of the common stock which are
subject to option under the said Stock Option Agreement, I retain the right to
exercise my option for the balance of the shares remaining subject to option,
all in accordance with the terms of the said Stock Option Agreement.

         This Notice of Exercise is accompanied by [ ] (1) a [ ] certified
check, [ ] cashiers check or [ ] personal check in the amount of the above Total
Option Price or [ ] (2) shares of the Company's common stock having an aggregate
value of the amount of the above Total Option Price, in full payment of the
option price for the Shares.

         I hereby authorize the Company (and any of its affiliates) to withhold
from my regular pay or any extraordinary pay from the Company (and any of its
affiliates) the applicable amount of any taxes required by law or the said Stock
Option Agreement to be withheld as a result of this exercise.

         I represent that I am acquiring the Shares for investment for my own
account and beneficial interest and that I have no present intention of dividing
them with others or reselling, assigning or otherwise distributing them to
others.

         My current address and my Social Security Number are as follows:

                           Address:
                                     -------------------------------------------

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

                           Social Security Number:
                                                   -----------------------------

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