Exhibit 10.7


                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT ("Agreement"), is made and entered into as of
the 31st day of August, 1998, by and between CARDINAL FINANCIAL  CORPORATION,  a
Virginia  corporation with its principal offices at 10641 Lee Highway,  Fairfax,
Virginia 22030  ("Company"),  and GREG D. WHEELESS  ("Wheeless"),  an individual
currently residing at 21578 Goodwin Court, Ashburn, Virginia 20148.

                              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 the  Reston/Herndon
area of Fairfax County, Virginia ("Bank"); and

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

         NOW, THEREFORE, in consideration of the promises and obligations of the
Company  and  Wheeless  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.  Wheeless has been employed as Executive Vice President
of the Company, and as Senior Vice President of Cardinal Bank, N.A. since August
31,  1998.  Wheeless  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 Wheeless
to serve in that  position.  Wheeless shall continue as Executive Vice President
of the Company,  but will no longer hold any position with Cardinal  Bank,  N.A.
after he becomes President and CEO of the Bank.

         1.2.     Duties and  Responsibilities.  As Executive  Vice President of
the  Company,  Wheeless  shall  perform  such  duties as may be  assigned to him
consistent with that position.

         Upon  becoming  President  and  Chief  Executive  Officer  of the Bank,
Wheeless will be  responsible  for the  supervision  of all Bank  operations and
personnel,  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



<PAGE>

Bank if so directed by the Board of Directors of Cardinal Financial  Corporation
and/or the Cardinal  Financial  Corporation  CEO.  Wheeless is also  required to
perform  such other  duties  consistent  with his position as the Bank Board may
direct from time to time.

         Prior to Wheeless 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 Wheeless.  During the term of his  employment,  Wheeless 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.

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

         1.3.     Failure to Obtain Regulatory  Approval.  In the event Wheeless
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 Wheeless accepts employment by
the  Company  in an  alternate  position,  Wheeless  and the  Company  agree  to
negotiate  in  good  faith  regarding  a  written   contract  for  an  equitable
compensation and benefits package based on the position he holds.

         1.4.     Other Affairs.  Notwithstanding  anything in this Agreement to
the contrary, Wheeless 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  Wheeless  shall not engage in any  activities in
violation  of Articles 7 and 8 of this  Agreement.  Wheeless 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,  Wheeless  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 Board (prior to
becoming  President  and CEO of the Bank) or 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 except when acting within approved loan authorities;

                  (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.


                                      -3-
<PAGE>

                                    ARTICLE 3
                            COMPENSATION AND BENEFITS

         3.1.     Salary.  The  Company  agrees to pay  Wheeless,  for  services
rendered  hereunder,  salary at the annual rate of ONE HUNDRED  THOUSAND DOLLARS
($100,000).  Such salary shall be 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.  Wheeless'  salary may not be adjusted
downward  at any time  during the term of this  Agreement  without  his  express
consent.  Wheeless'  salary may be adjusted upward annually at the discretion of
the Company Board,  based upon its assessment of Wheeless'  performance  and the
Company's  financial  circumstances.  Wheeless 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.  Wheeless 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  Wheeless'  duties.   Reasonable  and  necessary  expenses,  as
determined  by  the  Company,  incurred  by  Wheeless  in  connection  with  the
performance of his duties  hereunder  will be reimbursed  provided that Wheeless
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  agrees to pay  Wheeless'
initiation  fee  (up to an  amount  set by the  President/CEO  of the  Company),
monthly  dues,  and  reasonable  food and  entertainment  expenses  for business
purposes at Hidden Creek  Country  Club, or another club approved by the Company
as being comparable in cost to Hidden Creek Country Club ("Club").  In the event
Wheeless  terminates  his  membership  in the Club  within  five (5) years after
initial  employment with the Company and this Agreement has not been terminated,
any proceeds that Wheeless 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 Wheeless at its  expense,  which shall remain  Company  property,  and shall
reimburse  Wheeless 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,
Wheeless 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 Wheeless is eligible to receive include, but are not limited to:


                                      -4-
<PAGE>

         (i)  Medical  Insurance.  So long as the  Company  provides  health and
dental insurance,  Wheeless (and his eligible family members,  which include his
wife and children)  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  Wheeless'  full
premiums for long-term  disability  insurance  coverage,  providing a disability
benefit of up to 60% of Wheeless'  salary (as defined 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 Wheeless,  one annual physical examination through a doctor of Wheeless'
choice.

         (iv) Life insurance.  The Company shall pay Wheeless' 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
Wheeless, which will be owned by the Company, with a retail purchase cost not to
exceed $35,000 taking into account all taxes,  fees, charges and the trade-in or
resale value received for Wheeless' existing automobile. Wheeless may select the
automobile  of his choice,  subject to these  restrictions.  Alternatively,  the
Company may lease an  automobile  on behalf of Wheeless,  if he so elects,  with
monthly payments not to exceed $600.

         (vi) Vacation. Wheeless shall be entitled to receive four weeks of paid
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,
Wheeless 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 Wheeless from receiving any additional discretionary bonus or
compensation  specifically  approved in writing  for  Wheeless in advance by the
Company's Board.

         3.6.     Tax Consequences.  Wheeless  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. Wheeless 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


                                      -5-
<PAGE>

question.  Wheeless  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.  As soon as  practicable,  but in no event
later than 30 days,  after the execution of this  Agreement,  Wheeless  shall be
granted a non-qualified  option to buy 750 shares of the Company's common stock,
at an exercise price of $10.00 per share.  This option will contain a three-year
vesting  schedule,  and  shall  expire  ten  years  after  the  option  is fully
exercisable.  The parties  agree to execute a separate  stock  option  agreement
memorializing the terms of the option.

         Each year Wheeless shall be considered for a non-qualified stock option
grant to buy stock of the Company on the date the Company Board  determines that
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  Wheeless'  Salary for the period in  question.  The Company  Board
reserves the right to modify the performance goals established for Wheeless 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.  Wheeless  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. Wheeless' employment,  pursuant to this Agreement, shall
commence on  August 31, 1998  and shall continue until August 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 August 31, 2001,  the Company and Wheeless agree to discuss in good
faith whether to extend the terms of the  Agreement  for an additional  two-year
period,  through August 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 Wheeless  prior to the expiration of the initial
term.


                                      -6-
<PAGE>

                                    ARTICLE 6
                              EVENTS OF TERMINATION

         6.1.     Termination for Failure to Obtain Regulatory Approval.  If the
applicable regulatory authorities refuse the necessary approvals for Wheeless 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 Agreement by giving written notice to Wheeless.
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  Wheeless  of any  covenant  or
condition under this  Agreement;  (ii) the commission by Wheeless of any willful
act constituting  dishonesty,  fraud,  immoral or disreputable  conduct which is
harmful  to the  Company,  or its  reputation;  (iii) any felony  conviction  of
Wheeless;  (iv) any  willful act of gross  misconduct  which is  materially  and
demonstrably injurious to the Company; (v) material violation by Wheeless of the
Company's policies as set forth in the Company's personnel handbook,  if one has
been  adopted,  or  announced  by  Company  management  from time to time;  (vi)
violation of the Company's drug and alcohol policy as set forth in the Company's
personnel handbook,  if one has been adopted, or announced by Company management
from time to time;  or (vii) any conduct that renders  Wheeless  unsuitable  for
duty  as  determined  by any  regulatory  authority  that  oversees  banking  or
financial  institutions.  Prior to termination for cause under  subparagraph (i)
above,  Wheeless 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 Wheeless'  death during the
term of this Agreement, all obligations of the parties hereunder shall terminate
immediately.

                  (b)      Disability.  If the Wheeless 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 Wheeless,  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 Wheeless. Wheeless may terminate this Agreement
at any time, with or without cause, by giving written notice to the Company. Any
such  termination  shall


                                      -7-
<PAGE>

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)  Wheeless  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,  Wheeless'  reasonable and necessary business expenses incurred prior
to the date this Agreement expires or terminates; (iii) Wheeless may continue to
participate in any Company benefit plans to the extent he remains eligible to do
so; (iv) Wheeless agrees to return his Company-owned  automobile,  if he elected
this option under Section 3.4(v) under this Agreement,  and mobile  telephone to
the Company  (unless he purchases  the  automobile as provided  below);  and (v)
Wheeless 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, Wheeless
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 Wheeless' death or disability), Wheeless 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 Wheeless 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." Wheeless 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  Wheeless'  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,  Wheeless 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.

                                      -8-
<PAGE>


                                    ARTICLE 7
                                 NONCOMPETITION

         7.1.     Noncompetition.

                  (a)      Wheeless   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.


                  (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
                  that: (i) is in the process of starting up operations or which
                  has been  chartered  and  operating  for  fewer  than five (5)
                  years; (ii) has assets of five hundred million  ($500,000,000)
                  or less; and (iii) 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)      Wheeless 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.

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<PAGE>

                  (d)      Wheeless 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.     Wheeless 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 Wheeless 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.  Wheeless
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 Bank and of its subsidiaries
and affiliates,  and that Wheeless 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. Wheeless further
acknowledges  that the  Company's  or Bank's  products and titles may consist of
copyrighted  material,  and Wheeless  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.     Wheeless  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,  if warranted in the  discretion of a competent
court,  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 Wheeless of the provisions contained in
Articles 7 or 8.

         8.3.     Wheeless   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 Wheeless  shall become  associated  in any capacity  whatsoever of the
provisions  of  Articles  7 and 8, if  applicable  to  such  new  employment  or
association, and that the Company may give such notice to such firm, corporation
or other person if the Company deems those  Articles  applicable as described in
this Agreement.

                                      -10-
<PAGE>


                                    ARTICLE 9
                                  MISCELLANEOUS

         9.1.     Severability. The Company and Wheeless 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 Wheeless
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  Wheeless'
approval as  President  and CEO,  the Company may assign this  Agreement  to the
Bank.  In that event,  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"  separately  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 Wheeless 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  personally 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.


                                      -11-
<PAGE>

         If to the Company, to:

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

         If to Wheeless, to:

                           Mr. Greg D. Wheeless
                           21578 Goodwin Court
                           Ashburn, Virginia  20148

         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
Wheeless 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.



                                      -12-
<PAGE>


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



                                        COMPANY:

                                        CARDINAL FINANCIAL CORPORATION


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

                                        EMPLOYEE:


                                        --------------------------------   
                                        Greg D. Wheeless



                                      -13-