Exhibit 10.2


                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT ("Agreement"), is made and entered into as of
the 13th day of October, 1998, by and between CARDINAL FINANCIAL CORPORATION,  a
Virginia  corporation with its principal offices at 10641 Lee Highway,  Fairfax,
Virginia 22030 ("Company"),  and THOMAS C. KANE ("Kane"), an individual residing
at 2851 Woodlawn Avenue, Falls Church, Virginia 22042.


                              W I T N E S S E T H:

         WHEREAS,  the Company has been formed as a multi-bank  holding  company
for the purpose of organizing or acquiring and owning banking institutions; and

         WHEREAS,  the  Company  intends to organize  and charter an  investment
institution to provide financial and brokerage services  throughout the Northern
Virginia region ("Subsidiary"); and

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

         NOW, THEREFORE, in consideration of the promises and obligations of the
Company   and  Kane  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.  Initially,  Kane shall assume the title of Senior Vice
President  of the Company.  Kane shall  assume the title of President  and Chief
Executive  Officer of the Subsidiary  effective as of the date the Subsidiary is
chartered,  or as soon  thereafter  as all  regulatory  approvals  are  obtained
allowing  Kane to serve in that  position.  Kane  shall  remain as  Senior  Vice
President of the Company.

         1.2.     Duties and  Responsibilities.  As Senior Vice President of the
Company, Kane shall perform such duties as may be assigned to him by the Company
consistent with that position.  As President and Chief Executive  Officer of the
Subsidiary,  Kane will be responsible  for the supervision of the all Subsidiary
operations,  the development of recommendations to the board of directors of the
Subsidiary  ("Subsidiary  Board") of plans and policies for the Subsidiary,  and
shall serve on professional or civic  organizations  to promote the interests of
the Subsidiary if so directed by the Subsidiary  Board. Kane is also required to
perform such other duties  consistent with his position as the Subsidiary  Board
may direct from time to time.

<PAGE>

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

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

         1.3.     Failure  to  Obtain  Regulatory  Approval.  If the  applicable
regulatory  authorities  refuse  the  necessary  approvals  for Kane to serve as
President  and  Chief  Executive   Officer  of  the  Subsidiary,   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.

         1.4.     Other Affairs.  Notwithstanding  anything in this Agreement to
the contrary, Kane 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 Subsidiary and do not unreasonably  interfere
with the  performance  of his  duties or  responsibilities  as set forth in this
Agreement,  and  provided  that Kane  shall  not  engage  in any  activities  in
violation of Articles 7 and 8 of this Agreement. Kane may also serve as a member
of the  board  of  directors  of other  organizations,  subject  to the  advance
approval of the Company President and CEO.


                                    ARTICLE 2
                             RELATIONSHIP WITH BOARD

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

                  (a)      guarantee  by the  Company or the  Subsidiary  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 the Subsidiary;

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

                                      -2-
<PAGE>

                  (d)      change   corporate   purpose   of  the   Company   or
Subsidiary, or the Company's or Subsidiary'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
Subsidiary 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  Subsidiary  to expend or incur  liability  or debt in
excess of the approved Company or Subsidiary budgets for such expenditure;

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

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

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

                  (j)      lend money on behalf of the Company or Subsidiary; or

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

         2.2.     Board Action.  Unless  otherwise  noted  herein,  whenever any
action by the Company's Board or the Subsidiary'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 Kane, for services rendered
hereunder,  salary at the annual rate of ONE HUNDRED AND  SEVENTY-FIVE  THOUSAND
DOLLARS ($175,000). 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.  Kane's  salary may not be
adjusted  downward  at any time  during the term of this  Agreement  without his
express consent. Kane's salary may be adjusted upward annually at the discretion
of the Company's Board,  


                                      -3-
<PAGE>


based  upon the  Board's  assessment  of Kane's  performance  and the  Company's
financial  circumstances.  Kane will be  considered  for his first annual salary
raise at the time of his initial  performance  review in March 2000, 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.  Kane 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 Kane's  duties.  Reasonable  and necessary  expenses,  as determined by the
Company,  incurred  by Kane in  connection  with the  performance  of his duties
hereunder will be reimbursed  provided that Kane 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.     Benefits. Except as otherwise provided in this Agreement, Kane
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 Company Board. This includes  eligibility to participate in the Company's
qualified  retirement  plans as permitted  by the terms of such plans.  Specific
benefits that Kane is eligible to receive include:

         (i)  Medical  Insurance.  So long as the  Company  provides  health and
dental  insurance,  Kane  (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 Kane's full premiums
for long-term disability  insurance coverage,  providing a disability benefit of
up to 60% of Kane's salary (as defined by the applicable plan or policy),  up to
a maximum of $10,000 per month,  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 Kane, one annual physical examination through a doctor of Kane's choice.

         (iv) Life  insurance.  The Company  shall pay Kane's  premiums  for his
purchase of a term life insurance policy, providing a death benefit of $500,000,
through a Company-approved carrier.

         (vi) Vacation. Kane 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.

         3.4.     No Other Compensation. Except as provided in Article 4 hereof,
Kane 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
Subsidiary,  or any  affiliated  corporation.  Nothing  contained  herein shall,
however,  preclude Kane from  receiving any  additional  discretionary  bonus or
compensation  specifically  approved  in  writing  for  Kane in  advance  by the
Company's Board.

                                      -4-
<PAGE>

         3.5.     Tax Consequences.  Kane  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.     Incentive  Pay.  Kane  shall  be paid a 5%  override  of gross
revenues  generated by the  Subsidiary,  including fees and  commissions.  These
amounts  will be paid on a monthly  basis,  30 days in  arrears,  following  the
period in which the commissions or fees are earned.

         4.2.     Equity  Bonus.  Kane  will  be  granted  9,375  shares  of the
Company's common stock (having a per share price of $8 and an aggregate value of
$75,000 as of October 1998), subject to a forfeiture provision if the stock does
not become vested. The stock shall vest in equal one-third  increments beginning
on the first  anniversary  of the date of grant,  and each one-year  anniversary
thereafter,  if Kane is employed by the Company at that time and has met certain
performance  objectives for that one-year  period as established  for him by the
Company.

         For  his  initial   performance   goal,   Kane  shall  be  required  to
satisfactorily  complete (as  determined by the  Company's  CEO) by December 31,
1998, (i) an acceptable  budget,  (ii) operating plan,  (iii) proper  regulatory
filings,  (iv) hiring plan, and (v)  incorporation of the Subsidiary,  unless he
cannot complete these tasks through no fault on his part, or because the Company
management  has  changed  his  assignment  and goals.  Additional  or  different
performance criteria may be established by the Company as it sees fit each year.
In a situation where Kane has  satisfactorily and timely completed some, but not
all, of his assigned  performance  goals,  as determined by the Company CEO, the
stock will vest with respect to the shares on a pro-rata basis  according to the
percentage of tasks he has successfully completed.

         For calendar year 1999, and each subsequent  calendar year  thereafter,
Kane, if he achieves certain performance  parameters  established by the Company
in early 1999, will be granted: (i) an option to buy Company stock up to a value
of  $37,500  on the date of grant,  and (ii) up to a  lump-sum  cash  payment of
$37,500,  less applicable  deductions or withholding.  These  performance  goals
include (a) the  achievement  of budgeted  profitability,  (b)  achievement  and
stability of an annual 25% ROE minimum, (c) net income growth of 10% per year or
greater, (d) satisfactory  regulatory exams; and (e) other performance standards
established  by the Company.  The lump-sum cash  incentive  payment,  if earned,
shall be payable in March 2000, and each subsequent March thereafter.  The stock
option, if earned,  shall be granted and immediately  exercisable in March 2000,
and each subsequent March  thereafter.  The specific terms and conditions of the
Company  stock and option  grant under this  provision  shall be  contained in a
separate stock and option agreement, executed by the parties.

                                      -5-
<PAGE>

                                    ARTICLE 5
                                  TERM; RENEWAL

         5.1.     Term.  Kane's  employment  pursuant  to this  Agreement  shall
commence on October 15, 1998 and shall continue until October 15, 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.  In  October  2001,  the  Company  and Kane  agree to
discuss whether to extend the terms of the Agreement for an additional  two-year
period, through October 15, 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 Kane 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 Kane to
serve as President and CEO of the Subsidiary,  or otherwise  substantially limit
the  scope of duties he may  perform  in that  capacity,  this  Agreement  shall
terminate automatically and be of not further legal force or effect.

         6.2.     Termination by the Company.

                  (a)      General.   The  Company   shall  have  the  right  to
terminate  this  Agreement,  with or  without  cause,  upon the vote of at least
two-thirds of a quorum of the Company Board, at any time during the term of this
Agreement  by  giving  written  notice to Kane.  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.

                  (b)      Cause  Defined.  For  purposes  of  this  Section  6,
"cause"  shall mean (i) a material  breach by Kane of any  covenant or condition
under  this  Agreement;   (ii)  the  commission  by  Kane  of  any  willful  act
constituting dishonesty, fraud, immoral or disreputable conduct which is harmful
to the Company, or the Bank, or their reputation; (iii) any felony conviction of
Kane;  (iv)  any  willful  act of  gross  misconduct  which  is  materially  and
demonstrably  injurious  to the Company;  (v) material  violation by Kane 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 Kane unsuitable for duty as
determined  by any  regulatory  authority  that  oversees  banking or  financial
institutions.  Prior to termination for cause 

                                      -6-
<PAGE>

under  subparagraph  (i)  above,  Kane  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 Kane's death during the term
of this  Agreement,  all  obligations of the parties  hereunder  shall terminate
immediately.

                  (b)      Disability.  If the Kane 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 Kane,  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 Kane.  Kane 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)  Kane  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,  Kane's reasonable and necessary  business expenses incurred prior to
the date this Agreement  expires or  terminates;  and (iii) Kane may continue to
participate in any Company benefit plans to the extent he remains eligible to do
so.

                  (b)      Treatment   of  Incentive   Pay  and  Equity   Bonus.
Notwithstanding  the above,  if this Agreement  expires by its terms pursuant to
Article 5, Kane shall  receive any  Incentive Pay and Equity 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  Kane's death or disability),
Kane may be considered  for his  Incentive  Pay and Equity Bonus,  on a pro-rata
basis,  in the sole  discretion of the Company's  Board.  Such Incentive Pay and
Equity Bonus will not be available to Kane 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".  Kane 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 Kane' 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  

                                      -7-
<PAGE>


date;  (ii) 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.
Neither the option nor any stock granted under Section 4.2 will continue to vest
with respect to any additional shares during this 90-day period.

         6.6.     Cooperation.  Following  any  termination,  Kane  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)      Kane agrees that,  during his  employment  hereunder,
and for a period of one (1) year after the effective date of termination of this
Agreement for any reason, he will not:

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

                  (2)      assist a Competitor (as defined below) of the Company
                  or the  Subsidiary 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  term  "Business"  in  the  case  of the
                  Subsidiary  means  the  provision  of  investment   management
                  services,   investment   sales,   and  purchase  and  sale  of
                  securities on behalf of the customers of the  Subsidiary,  the
                  Company or their affiliates.  In the case of the Company,  the
                  term means the  provision of banking and  financial  services,
                  and  other   businesses  or  services  that  the  Company  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 the  Subsidiary's
                  Business and that has a facility  within five (5) miles of any
                  financial  institution  or  office  owned  by the  Company  or
                  Subsidiary.

                           (3)      The term "Compete" means to engage in direct
                  competition  with the Company or the  Subsidiary 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

                                      -8-
<PAGE>

                  fund or similar investment  vehicle) of any firm,  corporation
                  or entity that is a Competitor of the Company or Subsidiary.


                  (c)      Kane 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)      Kane  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.     Kane 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 is  engaged  in a  business  similar  to  that  of  the  Company  or
Subsidiary,  any trade secrets or other proprietary or confidential  information
of the Company or any  Subsidiary  or  affiliate  of the  Company or  Subsidiary
(collectively,  "Proprietary  Information") obtained by Kane 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. Kane 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 the  Subsidiary  and of its  subsidiaries  and
affiliates,  and that Kane 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.  Kane  further
acknowledges that the Company's or Subsidiary's  products and titles may consist
of copyrighted material, and Kane 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 Subsidiary.

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

         8.3.     Kane 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 


                                      -9-
<PAGE>

any other firm or  corporation  with whom Kane 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 Kane 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 Kane 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  Subsidiary's  charter and Kane's
approval as  President  and CEO,  the Company may assign this  Agreement  to the
Subsidiary. In that event, all references to the "Company" in this Agreement are
deemed to be  references  to the  "Subsidiary,"  (and  references to the Company
Board are deemed to refer to the Subsidiary Board), except that any provision of
this  Agreement  which  refers  to  both  the  "Company"  and  the  "Subsidiary"
separately shall continue to be effective with respect to the Company after such
an  assignment  (and  will  also be  effective  as to the  Subsidiary).  Upon an
assignment of the Agreement by the Company,  any obligations owed by Kane to the
Company under this Agreement shall be owed to the Subsidiary  (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.

                                      -10-
<PAGE>

         If to the Company, to:
                           L. Burwell Gunn
                           President & CEO
                           Cardinal Financial Corporation
                           10641 Lee Highway
                           Fairfax, Virginia  22030

         If to Kane, to:

                           Mr. Thomas C. Kane
                           2851 Woodlawn Avenue
                           Falls Church, Virginia  22042

         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
Kane 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.



                                      -11-
<PAGE>



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


                                        COMPANY:

                                        CARDINAL FINANCIAL CORPORATION


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

                                        EMPLOYEE:


                                        --------------------------------   
                                        Thomas C. Kane



                                      -12-