Exhibit 10.3





         THIS EMPLOYMENT AGREEMENT ("Agreement"), is made and entered into as of
the 17th day of December, 1998, by and between CARDINAL FINANCIAL CORPORATION, a
Virginia  corporation with its principal offices at 10641 Lee Highway,  Fairfax,
Virginia 22030 ("Company"), and EDGAR M. ANDREWS, III ("Andrews"), an individual
residing at 3207 Circle Hill Road, Alexandria, Virginia 22305.

                              W I T N E S S E T H:

         WHEREAS,  the Company, a multi-bank holding company,  has organized and
chartered a national bank subsidiary, known as Cardinal Bank, N.A.; and

         WHEREAS,  the  Company  intends  to  organize  and  charter a number of
banking  institutions to provide  financial and banking services  throughout the
Northern Virginia region, including a local bank located in Alexandria, Virginia
("Bank"); and

         WHEREAS,  Andrews has been retained to provide services in an executive
capacity for the Company and the Bank, and the parties desire to memorialize the
terms and conditions of Andrews' continuing employment; and

         NOW, THEREFORE, in consideration of the promises and obligations of the
Company  and  Andrews  under  this  Agreement,   and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

                                    ARTICLE 1
                               SCOPE OF EMPLOYMENT

         1.1.     Title.  Andrews shall be employed as Executive  Vice President
of the Company after the  effective  date of this  Agreement,  but no later than
October  31,  1998.  Andrews  shall  assume  the  title of  President  and Chief
Executive Officer of the Bank effective as of the date the Bank is chartered, or
as soon thereafter as all necessary  regulatory  approvals are obtained allowing
Andrews to serve in that  position.  Andrews  shall  continue as Executive  Vice
President of the Company.

         1.2.     Duties and Responsibilities. During the period he is Executive
Vice  President  of the  Company,  Andrews  shall  perform such duties as may be
assigned to him consistent with that position.

         Upon  becoming  President  and  Chief  Executive  Officer  of the Bank,
Andrews will be  responsible  for the  supervision of all Bank  operations,  the
development  of  recommendations  to the board of  directors  of the Bank ("Bank
Board") of plans and policies for the Bank, and shall serve on  professional  or
civic organizations to promote the interests of the Bank if so directed.


<PAGE>

Andrews is also  required  to  perform  such other  duties  consistent  with his
position as the Bank Board may direct from time to time.

         Prior to Andrews  becoming  President and CEO of the Bank, the board of
directors of the Company ("Company Board"),  and thereafter the Bank Board, may,
in its sole  discretion,  increase,  lessen,  or limit the  specific  duties and
responsibilities  of  Andrews.  During  the term of his  employment,  Andrews is
required  to devote  his full  time,  attention,  and  efforts,  with  undivided
loyalty,  to the  business  of the  Company  and the Bank and shall use his best
efforts to promote their interests.

         Andrews'  principal  office  shall be at a location  determined  by the
President and CEO of the Company.

         1.3.     Failure to Obtain  Regulatory  Approval.  In the event Andrews
does not receive  regulatory  approval to hold the position of President and CEO
of the Bank,  the  Company  may offer him  employment  in  another  senior-level
position,  but is under no obligation to do so. If Andrews accepts employment by
the Company in an alternate position, Andrews and the Company agree to negotiate
in good faith regarding an equitable  compensation and benefits package based on
the position he holds.

         1.4.     Other Affairs.  Notwithstanding  anything in this Agreement to
the contrary,  Andrews may engage in charitable and community affairs and manage
his personal  investments,  provided that such  activities are not  inconsistent
with the purposes of the Company or the Bank and do not  unreasonably  interfere
with the  performance  of his  duties or  responsibilities  as set forth in this
Agreement,  and provided  that  Andrews  shall not engage in any  activities  in
violation  of  Articles 7 and 8 of this  Agreement.  Andrews may also serve as a
member of the board of directors of other organizations,  subject to the advance
approval of the Company's CEO.

                                    ARTICLE 2
                             RELATIONSHIP WITH BOARD

         2.1.     Significant Actions.  Unless otherwise  specifically permitted
by Company or Bank policy,  Andrews  agrees not to  undertake,  or authorize any
other  employee  of the  Company  or Bank  to  undertake,  any of the  following
actions,  except with the prior written consent of the Company's Board (prior to
becoming President and CEO of the Bank) or the written consent of the Bank Board
(after becoming the Bank's  President and CEO), which consent may be withheld in
either Board's absolute discretion, or except as authorized by the Company's CEO
in certain instances noted below:

                  (a)      guarantee  by the  Company  or Bank of any  loans  or
indebtedness of any kind;

                  (b)      acquisition  or  disposition  of  stock,  securities,
properties,  or material assets of any corporation,  company, or other entity by
the Company or Bank;

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<PAGE>

                  (c)      amendment,  change,  extension,  renewal,  waiver, or
modification  of any  material  agreement  to which the  Company,  Bank or their
affiliates  are or may be a party,  or any rights or  obligations of the parties
under any of the foregoing;

                  (d)      change  corporate  purpose of the Company or Bank, or
the  Company's  or  Bank's   Articles  of   Incorporation,   ByLaws,   or  other
organizational documents;

                  (e)      sale, assignment,  pledge,  mortgage,  encumbrance or
other transfer  affecting assets or real or personal  property of the Company or
Bank except in the ordinary course of business;

                  (f)      enter into any contract or  commitment,  or series of
contracts or commitments, written or oral, which singularly or in the aggregate,
requires  the Company or Bank to expend or incur  liability or debt in excess of
the approved Company or Bank budgets for such expenditure.

                  (g)      compromise or settle any material  claim  asserted by
or against the Company or Bank;

                  (h)      change  the  Company's  or  Bank's  certified  public
accountants, law firms, or other professionals currently retained or utilized by
the Company or Bank;

                  (i)      change  location of the  principal  office,  or other
facilities of the Company or Bank;

                  (j)      lend money on behalf of the  Company or Bank,  except
routine transactions in the ordinary course of business; or

                  (k)      add  a  position  or  personnel  function,   hire  an
officer,  or  terminate  Company  employees  without  the prior  consent  of the
Company's CEO.

         2.2.     Board Action.  Unless  otherwise  noted  herein,  whenever any
action by the Company's Board or the Bank's Board is required or permitted under
this  Agreement,  the Chairman of the  respective  Board,  or his designee,  may
decide and take such action without approval or involvement of the full Board or
a majority of the Board. To the extent required,  a vote of the full Board shall
occur at a meeting  duly  called  and held with a quorum  acting  throughout  in
accordance with the applicable  Articles of Incorporation  and ByLaws,  and such
action must be evidenced in writing before being effective. Meetings held by the
Board in accordance with this Agreement may be conducted by teleconference,  and
in executive session.


                                    ARTICLE 3
                            COMPENSATION AND BENEFITS

         3.1.     Salary.  The  Company  agrees  to pay  Andrews,  for  services
rendered  hereunder,  salary at the annual rate of ONE HUNDRED  THOUSAND DOLLARS
($100,000).  Such salary shall be 


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<PAGE>

payable in equal periodic  installments,  not less frequently than monthly, less
any sums which may be required to be deducted or withheld  under the  provisions
of law. Andrews' salary may not be adjusted downward at any time during the term
of this Agreement  without his express consent.  Andrews' salary may be adjusted
upward  annually  at the  discretion  of  the  Company  Board,  based  upon  its
assessment of Andrews'  performance and the Company's  financial  circumstances.
Andrews will be considered  for his first annual salary raise at the time of his
initial  performance  review in March 1999,  and will be considered  for further
raises  at  each  one-year  anniversary  thereafter  during  the  term  of  this
Agreement. As referred to hereinafter, "Salary" means the compensation described
in this Section 3.1.

         3.2.     General  Expenses.  Andrews is  expected  from time to time to
incur  reasonable  and  necessary  expenses  for  promoting  the business of the
Company,  including  expenses for travel,  entertainment,  and other  activities
associated  with  Andrews'  duties.   Reasonable  and  necessary  expenses,   as
determined  by  the  Company,   incurred  by  Andrews  in  connection  with  the
performance  of his duties  hereunder  will be reimbursed  provided that Andrews
follows Company  procedures for the  reimbursement  of such expenses,  including
submission of reasonably detailed  verification of the nature and amount of such
expenses.

         3.3.     Special   Expenses.   In  addition  to  the  general  expenses
authorized  by  Section  3.2,  the  Company  agrees to pay,  or  reimburse,  the
following specific items:

         (i) Country club membership.  The Company will consider paying Andrews'
initiation  fee (up to an amount set by the  Company's  President/CEO),  monthly
dues, and reasonable food and entertainment  expenses for business purposes at a
country club approved by the Company ("Club") if Andrews desires membership in a
Club,  while  the  Company  is under no  obligation  to do so.  In the event the
Company  provides  this  benefit,  and  Andrews   subsequently   terminates  his
membership in the Club, any proceeds that Andrews  receives from the sale of his
membership  interest  or equity in the Club  shall be  reimbursed  by him to the
Company.

         (ii) Mobile  telephone.  The Company  agrees to purchase a mobile phone
for Andrews at its  expense,  which shall  remain  Company  property,  and shall
reimburse  Andrews for reasonable and necessary fees and charges  related to the
use of such phone for business purposes.

         3.4.     Benefits.  Except as  otherwise  provided  in this  Agreement,
Andrews will be entitled to  participate  in the same manner as other  executive
and managerial  employees of the Company in all retirement,  health and welfare,
and other fringe benefit programs  applicable to other  managerial  employees of
the Company generally which may be authorized,  adopted and amended from time to
time by the Board.  This includes  eligibility  to  participate in the Company's
qualified  retirement  plans as permitted  by the terms of such plans.  Specific
benefits that Andrews is eligible to receive include:

         (i)  Medical  Insurance.  So long as the  Company  provides  health and
dental  insurance,  Andrews (and his  eligible  family  members)  shall have the
opportunity  to  participate  in the same  manner and on the same terms as other
officers and employees of the Company.

         (ii) Long-term disability. The Company shall pay Andrews' full premiums
for long-term disability  insurance coverage,  providing a disability benefit of
up to 60% of Andrews' salary (as defined 


                                      -4-
<PAGE>

by the applicable plan or policy), so long as the Company offers group long-term
disability insurance coverage for its employees.

         (iii) Annual physical examination. The Company agrees to provide, at no
cost to Andrews,  one annual physical  examination  through a doctor of Andrews'
choice.

         (iv) Life insurance.  The Company shall pay Andrews' premiums,  for his
purchase of a term life insurance  policy providing a death benefit of $500,000,
through a carrier selected by the Company.

         (v) Automobile. The Company agrees to purchase an automobile for use by
Andrews,  which will be owned by the Company, with a retail purchase cost not to
exceed $30,000 taking into account all taxes,  fees, charges and the trade-in or
resale value received for Andrews' existing  automobile.  Andrews may select the
automobile  of his choice,  subject to these  restrictions.  Alternatively,  the
Company  may lease an  automobile  on behalf of Andrews,  if he so elects,  with
monthly  payments  not to exceed $600,  or may provide a monthly  transportation
allowance to Andrews not to exceed $600.

         (vi)  Vacation.  Andrews  shall be  entitled  to receive  four weeks of
vacation  leave  each  calendar  year.  Provisions  regarding  the  accrual  and
carry-over  of any  unused  vacation  time  will be  governed  by the  Company's
standard policies.

         3.5.     No Other Compensation. Except as provided in Article 4 hereof,
Andrews shall receive no  compensation  or  remuneration in addition to that set
forth in this  Article 3 for any services by him in any capacity to the Company,
the  Bank,  or any  affiliated  corporation.  Nothing  contained  herein  shall,
however,  preclude Andrews from receiving any additional  discretionary bonus or
compensation  specifically  approved  in writing  for  Andrews in advance by the
Company's Board.

         3.6.     Tax Consequences. Andrews acknowledges that, to the extent the
value of any of the  benefits  provided to him under this  Article 3  constitute
taxable income to him, he shall be responsible for the payment of such taxes and
the Company may withhold or deduct to satisfy his tax  liability as permitted by
applicable law.


                                    ARTICLE 4
                        VARIABLE AND EQUITY COMPENSATION

         4.1.     Performance Bonus.  Andrews shall be considered annually for a
cash bonus, up to, but not to exceed, thirty percent (30%) of his annual Salary,
based on the  attainment  of certain  performance  objectives  established  in a
Company-approved  bonus/performance plan. This maximum bonus opportunity may not
be decreased  below 30% of his Salary for the period in question.  Andrews shall
be  considered  for his initial  Performance  Bonus in March 1999 and each March
thereafter for the term of this Agreement. If awarded, payment of the bonus will
occur as soon as practicable after March 1 of each year.

         4.2.     Stock Option Grant.  Each year Andrews shall be considered for
a  non-qualified  stock option grant to buy stock of the Company on the date the
Company  Board  determines  that


                                      -5-
<PAGE>

he has  achieved  certain  annual  performance  objectives  established  under a
Company-approved  bonus/performance plan. This grant will be up to, but will not
exceed twenty  percent (20%) of his annual  Salary,  based on the  attainment of
certain    performance    objectives    established   in   a    Company-approved
bonus/performance  plan.  This maximum  grant  opportunity  may not be decreased
below 20% of  Andrews'  Salary for the period in  question.  The  Company  Board
reserves the right to modify the performance  goals established for Andrews from
year to year.  The other  specific  terms and  conditions  of the option will be
memorialized  in a separate stock option  agreement,  executed by the parties on
the date of grant of the option. The parties agree generally,  however, that the
exercise  price of the option shall be the fair market value of the stock on the
date of grant,  and that the option  will vest and become  exercisable  in equal
installment over a three-year period. Andrews shall be considered for an initial
stock option grant in March 1999 and each March  hereafter  for the term of this
Agreement.  The option, if earned, shall be granted as soon as practicable after
March 1 of each year.

                                    ARTICLE 5
                                  TERM; RENEWAL

         5.1.     Term. Andrews' employment,  pursuant to this Agreement,  shall
commence no later than  October 31, 1998 and shall  continue  until  October 31,
2001, at which time this Agreement  shall expire unless  extended as provided in
Section 5.2, or unless earlier terminated under Article 6.

         5.2.     Renewal.  Before the  expiration  of the initial  term of this
Agreement on October 31, 2001, the Company and Andrews agree to discuss  whether
to extend the terms of the Agreement for an additional two-year period,  through
October 31, 2003.  Neither party is under any  obligation to renew or extend the
terms  of this  Agreement.  There  shall  be no  extension  or  renewal  of this
Agreement  (except  Articles 7 and 8, each of which shall  continue in effect as
provided  in this  Agreement,  unless  and  until  modified  in  writing  by the
parties),  by operation of law or otherwise  unless by the written  agreement or
consent of both the Company and Andrews  prior to the  expiration of the initial
term.


                                    ARTICLE 6
                              EVENTS OF TERMINATION

         6.1.     Termination for Failure to Obtain Regulatory Approval.  If the
applicable regulatory  authorities refuse the necessary approvals for Andrews to
serve as President  and CEO of the Bank,  or otherwise  substantially  limit the
scope of duties he may perform in that capacity,  this Agreement shall terminate
automatically and be of no further legal force or effect.

         6.2.     Termination by the Company.

         General.  The Company shall have the right to terminate this Agreement,
with or without cause, by at least a two-thirds vote of the Company's  Board, at
any time during the term of this

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<PAGE>

Agreement by giving  written  notice to Andrews.  The  termination  shall become
effective on the date specified in the notice,  which termination date shall not
be a date prior to the date fourteen (14) days  following the date of the notice
of termination itself.

                  (a)      Cause  Defined.  For  purposes  of  this  Section  6,
"cause" shall mean (i) a material breach by Andrews of any covenant or condition
under  this  Agreement;  (ii) the  commission  by  Andrews  of any  willful  act
constituting dishonesty, fraud, immoral or disreputable conduct which is harmful
to the Company or the Bank, or its  reputation;  (iii) any felony  conviction of
Andrews;  (iv) any  willful  act of gross  misconduct  which is  materially  and
demonstrably  injurious to the Company or the Bank;  (v)  material  violation by
Andrews of the  Company's  or Bank's  policies as set forth in the  Company's or
Bank's personnel  handbook,  if one has been adopted, or announced by Company or
Bank  management  from time to time;  (vi)  violation of the Company's or Bank's
drug and  alcohol  policy as set  forth in the  Company's  or  Bank's  personnel
handbook,  if one has been adopted,  or announced by Company or Bank  management
from time to time; or (vii) any conduct that renders Andrews unsuitable for duty
as determined by any  regulatory  authority  that oversees  banking or financial
institutions.  Prior to  termination  for cause  under  subparagraph  (i) above,
Andrews shall be notified of the cause for termination and given sixty (60) days
from the date of such notice to cure his breach.

         6.3.     Termination by Death or Disability of the Employee.

                  (a)      General.  In the event of Andrews'  death  during the
term of this Agreement, all obligations of the parties hereunder shall terminate
immediately.

                  (b)      Disability.  If the  Andrews is unable to perform his
duties  hereunder,  with  or  without  any  reasonable  accommodation  (if  such
accommodation is legally required),  due to mental, physical or other disability
for a  period  of  ninety  (90)  consecutive  days  in any  180-day  period,  as
determined in good faith by the Company Board,  this Agreement may be terminated
by the Company,  at its option,  by written notice to Andrews,  effective on the
termination  date specified in such notice,  provided that such termination date
shall not be a date prior to the date of the notice of termination itself.

         6.4.     Termination  by Andrews.  Andrews may terminate this Agreement
at any time, with or without cause, by giving written notice to the Company. Any
such  termination  shall become  effective on the date specified in such notice,
provided that the Company may elect to have such termination become effective on
a date  after,  but not more  than,  fourteen  (14)  days  after the date of the
notice.

         6.5.     Effect of Expiration or Termination.

                  (a)      General.  In the event this  Agreement  expires or is
terminated  for any  reason,  then both  parties'  obligations  hereunder  shall
immediately  cease  (including  any right to  compensation  and  benefits  under
Articles  3 and  4),  except  that:  (i)  Andrews  or  his  estate  or  personal
representative  shall be  entitled to receive the Salary owed to him through the
effective date of such expiration or termination;  (ii) the Company will pay, or
reimburse, Andrews' reasonable and necessary business expenses incurred prior to
the date this  Agreement  expires or 


                                      -7-
<PAGE>

terminates;  (iii) Andrews may continue to  participate  in any Company  benefit
plans to the extent he remains  eligible to do so; (iv) Andrews agrees to return
his  Company-owned  or  Company-leased  automobile  and mobile  telephone to the
Company (unless he purchases the automobile as provided below);  and (v) Andrews
shall  become  solely  responsible  for  the  payment  of any  outstanding  Club
initiation fees, and all Club dues and expenses thereafter.

                  (b)      Treatment of Performance Bonus.  Notwithstanding  the
above,  if this  Agreement  expires by its terms  pursuant to Article 5, Andrews
shall  receive  any  Performance  Bonus he has  earned  for the period at issue.
Additionally, if the Agreement is terminated by the Company for any reason other
than cause (including  Andrews' death or disability),  Andrews may be considered
for his  Performance  Bonus,  on a pro-rata basis, in the sole discretion of the
Company's Board.  Such Performance  Bonus will not be available to Andrews if he
terminates the Agreement or if the Company terminates the Agreement for cause.

                  (c)      Special  payments  in the  event of  termination  for
other than "cause."  Andrews also shall be entitled to the following  additional
payments, or rights, if the Agreement is terminated without cause by the Company
for a reason other than Andrews' death or disability: (i) severance in an amount
equal to his annual base Salary, less any applicable  deductions or withholding,
by  a  lump-sum  payment  made  within  thirty  (30)  days  of  the  Agreement's
termination  date; (ii) the right to purchase his Company  automobile at current
book value, as determined by the Company;  (iii) the right,  for a 90-day period
after the date of  termination,  to exercise  the option  under the stock option
agreement  referenced in Paragraph  4.2 to the extent the option is  exercisable
(vested) at the time of  termination.  The option will not continue to vest with
respect to any additional shares during this 90-day period.

         6.6.     Cooperation.  Following any  termination,  Andrews shall fully
cooperate  with the  Company  in all  matters  related to the  handing  over and
transitioning  of his pending  work to other  employees of the Company as may be
designated by the Company's Board.


                                    ARTICLE 7
                                 NONCOMPETITION
         7.1.     Noncompetition.

                  (a)      Andrews agrees that, during his employment hereunder,
and for a period of one (1) year after the effective date of termination of this
Agreement, he will not:

                           (1)      Compete (as defined  below) with the Company
                  or the Bank; or

                           (2)      assist a  Competitor  (as defined  below) of
                  the  Company  or the  Bank by  providing  consulting  or other
                  advisory services to that Competitor.

                                      -8-
<PAGE>


                  (b)      The following  terms, as used in this Article 7 shall
have the meanings set forth below:

                           (1)      The Company's or Bank's "Business" means the
                  provision  of  banking  and   financial   services  and  other
                  businesses  or services that the Company or Bank may establish
                  from time to time during the term of this Agreement.

                           (2)      The  term   "Competitor"   means  any  firm,
                  corporation   or   entity   that  is   engaged   in   business
                  substantially  similar to the Company's or Bank's business and
                  that has a facility  within  five (5) miles of the  Company or
                  Bank or any banking institution owned by the Company or Bank.

                           (3)      The term "Compete" means to engage in direct
                  competition  with  the  Company  or  Bank  by  serving  as  an
                  employee, consultant,  officer, director, proprietor, partner,
                  stockholder or other  security  holder (other than a holder of
                  securities  of a corporation  listed on a national  securities
                  exchange or the  securities of which are  regularly  traded in
                  the over-the-counter  market, provided that the Employee at no
                  time  owns in excess of 1% of the  outstanding  securities  of
                  such  corporation   entitled  to  vote  for  the  election  of
                  directors or other than of a corporation in which the Employee
                  makes  passive  investments  through a venture fund or similar
                  investment vehicle) of any firm, corporation or entity that is
                  a Competitor of the Company or Bank.


                  (c)      Andrews further  acknowledges  that this Article 7 is
an  independent  covenant  within this  Agreement,  and that this covenant shall
survive any  termination  of  Agreement  and shall be treated as an  independent
covenant for the purposes of enforcement.

                  (d)      Andrews shall,  during the term of this Agreement and
thereafter,  notify any prospective employer of the terms and conditions of this
Agreement regarding confidentiality, nondisclosure and noncompetition.

                                    ARTICLE 8
                       CONFIDENTIALITY AND NON-DISCLOSURE

         8.1.     Andrews shall hold in strict  confidence and shall not, either
during the term of this  Agreement or after the  termination  hereof,  disclose,
directly or indirectly,  to any third party, person, firm,  corporation or other
entity,  irrespective  of whether such person or entity is a  competitor  of the
Company or Bank or is engaged  in a business  similar to that of the  Company or
Bank, any trade secrets or other proprietary or confidential  information of the
Company  or  Bank  or any  subsidiary  or  affiliate  of  the  Company  or  Bank
(collectively,  "Proprietary  Information")  obtained by Andrews from or through
his  employment  hereunder.  Such  Proprietary  Information  includes but is not
limited to  marketing  plans,  product  plans,  business  strategies,  financial
information, forecasts, personnel information and customer lists. Andrews hereby
acknowledges  and agrees that all  Proprietary  Information  referred to in this
Article 8 shall not be used for any purpose other than his duties  hereunder and
shall be deemed trade secrets of the Company or 


                                      -9-
<PAGE>


Bank and of its  subsidiaries  and affiliates,  and that Andrews shall take such
steps,  undertake  such actions and refrain from taking such other  actions,  as
mandated by the provisions  hereof and by the provisions of the Virginia Uniform
Trade Secret Act.  Andrews  further  acknowledges  that the  Company's or Bank's
products  and titles may consist of  copyrighted  material,  and  Andrews  shall
exercise his best efforts to prevent the use of such copyrighted material by any
person  or  entity  which  has not prior  thereto  been  authorized  to use such
information by the Company or Bank.

         8.2.     Andrews  further  hereby  agrees  and  acknowledges  that  any
disclosure of any Proprietary  Information  prohibited  herein, or any breach of
the provisions of Articles 7 and 8 of this Agreement,  may result in irreparable
injury and damage to the Company  which will not be  adequately  compensable  in
monetary damages, that the Company will have no adequate remedy at law therefor,
and that the  Company  may  obtain  such  preliminary,  temporary  or  permanent
mandatory or restraining  injunctions,  orders or decrees as may be necessary to
protect  the  company  against,  or on account  of, any breach by Andrews of the
provisions contained in Articles 7 or 8.

         8.3.     Andrews  further  agrees  that,   upon   termination  of  this
Agreement,  whether  voluntary or involuntary or with or without cause, he shall
notify any new  employer,  partner,  associate or any other firm or  corporation
with whom Andrews  shall become  associated  in any capacity  whatsoever  of the
provisions  of  Articles 7 and 8, and that the  Company  may give such notice to
such firm, corporation or other person.


                                    ARTICLE 9
                                  MISCELLANEOUS

         9.1.     Severability.  The Company and Andrews recognize that the laws
and public  policies  of the  Commonwealth  of  Virginia  are subject to varying
interpretations  and change.  It is the  intention of the Company and of Andrews
that the  provisions of this  Agreement  shall be enforced to the fullest extent
permissible  under  the laws  and  public  policies  of  Virginia,  but that the
unenforceability  (or  the  modification  to  conform  to such  laws  or  public
policies) of any provision or provisions hereof shall not render  unenforceable,
or impair,  the remainder of this Agreement.  Accordingly,  if any provisions of
this  Agreement  shall be determined to be invalid or  unenforceable,  either in
whole or in part, this Agreement shall be deemed amended to delete or modify, as
necessary,  the offending  provision or  provisions  and to alter the balance of
this Agreement in order to render it valid and enforceable.

         9.2.     Assignment.  Except as provided below,  neither the rights nor
obligations under this Agreement may be assigned by either party, in whole or in
part, by operation of law or otherwise, except that it shall be binding upon and
inure to the benefit of any  successor of the Company and its  subsidiaries  and
affiliates,  whether by merger, reorganization or otherwise, or any purchaser of
all or substantially all of the assets of the Company.

         Notwithstanding  the  above,  upon  the  Bank's  charter  and  Andrews'
approval as  President  and CEO,  the Company may assign this  Agreement  to the
Bank.  In the event of an  assignment  of 


                                      -10-
<PAGE>

this  Agreement by the Company to the Bank,  all  references to the "Company" in
this Agreement are deemed to be references to the "Bank," (and references to the
Company Board are deemed to refer to the Bank Board),  except that any provision
of this  Agreement  which  refers to both the  "Company"  and the  "Bank"  shall
continue to be effective  with respect to the Company  after such an  assignment
(and will also be effective as to the Bank). Upon an assignment of the Agreement
by the  Company,  any  obligations  owed by  Andrews to the  Company  under this
Agreement shall be owed to the Bank (except,  as noted above, in those instances
where  specific  references  have been made, and  obligations  are owed, to both
entities).  Additionally, any references to the Company's CEO or President shall
remain  unchanged  after  such an  assignment,  and the rights and duties of the
Company's  CEO  under  this  Agreement   shall  continue  in  effect  after  any
assignment.

         9.3.     Notices.   Any  notice  expressly   provided  for  under  this
Agreement  shall be in writing,  shall be given  either  manually or by mail and
shall be deemed  sufficiently  given when  actually  received by the party to be
notified or when  mailed,  if mailed by certified or  registered  mail,  postage
prepaid,  addressed to such party at their addresses as set forth below.  Either
party  may,  by notice to the other  party,  given in the  manner  provided  for
herein, change their address for receiving such notices.

         If to the Company, to:

                           L. Burwell Gunn
                           President & CEO
                           Cardinal Financial Corporation
                           10641 Lee Highway
                           Fairfax, Virginia  22030

         If to Andrews, to:



                                      -11-
<PAGE>


                           Mr. Edgar M. Andrews, III
                           3207 Circle Hill Road
                           Alexandria, Virginia  22305

         9.4.     Governing Law. This Agreement shall be executed, construed and
performed in accordance with the laws of the  Commonwealth  of Virginia  without
reference to conflict of laws  principles.  The parties agree that the venue for
any dispute  hereunder  will be the state or federal  courts sitting in Virginia
and the parties hereby agree to the exclusive jurisdiction thereof.

         9.5.     Headings. The section headings contained in this Agreement are
for  reference  purposes  only and shall not in any way  affect  the  meaning or
interpretation of this Agreement.

         9.6.     Entire Agreement;  Amendments.  This Agreement constitutes and
embodies the entire agreement between the parties in connection with the subject
matter  hereof  and  supersedes  all prior and  contemporaneous  agreements  and
understandings  in connection with such subject matter. No covenant or condition
not  expressed in this  Agreement  shall  affect or be  effective to  interpret,
change or restrict this Agreement.  In the event of a conflict or  inconsistency
between  the  terms  of this  Agreement  and the  Company's  policies  regarding
employees,  the terms of this  Agreement  shall  supersede  the  conflicting  or
inconsistent Company policies. No change, termination or attempted waiver of any
of the provisions of this Agreement shall be binding unless in writing signed by
Andrews and on behalf of the Company by an officer  thereunto duly authorized by
the  Company's  Board  of  Directors.  No  modification,   waiver,  termination,
rescission,  discharge or  cancellation of this Agreement shall affect the right
of any party to enforce any other  provision  or to exercise any right or remedy
in the event of any other default.


         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first above written.



                                        COMPANY:

                                        CARDINAL FINANCIAL CORPORATION


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

                                        EMPLOYEE:


                                        --------------------------------   
                                        Edgar M. Andrews, III




                                      -12-