Exhibit 10.4


                              EMPLOYMENT AGREEMENT


         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  CHRISTOPHER W.  BERGSTROM  ("Bergstrom"),  an
individual residing at 7002 Bear Den Court, Manassas, Virginia 20111.

                              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 Prince  William
County, Virginia ("Bank"); and

         WHEREAS,  Bergstrom  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 Bergstrom's continuing employment; and

         NOW, THEREFORE, in consideration of the promises and obligations of the
Company  and  Bergstrom  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. Bergstrom has been employed as Executive Vice President
of the Company  since April 6, 1998,  and as Senior Vice  President  of Cardinal
Bank, N.A. since June 8, 1998. Bergstrom 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 Bergstrom to serve in that position.  Bergstrom shall continue
as Executive Vice President of the Company, but will no longer hold any position
with Cardinal Bank, N.A.

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

         Upon  becoming  President  and  Chief  Executive  Officer  of the Bank,
Bergstrom 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 by the
Bank Board.  Bergstrom is also required to perform such other duties  consistent
with his position as the Bank Board may direct from time to time.

<PAGE>

         Prior to Bergstrom 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 Bergstrom.  During the term of his employment,  Bergstrom is
required  to devote  his full  time,  attention,  and  efforts,  with  undivided
loyalty,  to the  business  of the Bank and the  Company  and shall use his best
efforts to promote their interests.

         Bergstrom's  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 Bergstrom
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 Bergstrom accepts  employment
by the Company in an  alternate  position,  Bergstrom  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,  Bergstrom 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 Bergstrom shall not engage in any
activities  in violation of Articles 7 and 8 of this  Agreement.  Bergstrom  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,  Bergstrom 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;

                  (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;

                                      -2-
<PAGE>

                  (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  Bergstrom,  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.  Bergstrom's salary may not be adjusted
downward  at any time  during the term of this  Agreement  without  his  express
consent. Bergstrom's salary may be adjusted upward annually at the discretion of
the Company's Board, based


                                      -3-
<PAGE>

upon  the  Board's  assessment  of  Bergstrom's  performance  and the  Company's
financial  circumstances.  Bergstrom  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.  Bergstrom 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  Bergstrom's  duties.  Reasonable  and necessary  expenses,  as
determined  by the  Company,  incurred  by  Bergstrom  in  connection  with  the
performance of his duties  hereunder will be reimbursed  provided that Bergstrom
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  Bergstrom's
initiation  fee  (up  to  $5,000),   monthly  dues,  and  reasonable   food  and
entertainment expenses for business purposes at Montclair Golf, Tennis, and Swim
Club ("Club"). In the event Bergstrom terminates his membership in the Club, any
proceeds that  Bergstrom  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 Bergstrom at its expense,  which shall remain  Company  property,  and shall
reimburse Bergstrom 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,
Bergstrom 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 Bergstrom is eligible to receive include:

         (i)  Medical  Insurance.  So long as the  Company  provides  health and
dental  insurance,  Bergstrom (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  Bergstrom's  full
premiums for long-term  disability  insurance  coverage,  providing a disability
benefit of up to 60% of Bergstrom's 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  Bergstrom,  one  annual  physical  examination  through  a  doctor  of
Bergstrom's choice.


                                      -4-
<PAGE>

         (iv) Life insurance.  The Company shall pay Bergstrom's  premiums of up
to $3,000  annually  for his  purchase  of a life  insurance  policy,  through a
carrier selected by Bergstrom.

         (v) Automobile. The Company agrees to purchase an automobile for use by
Bergstrom,  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  Bergstrom's  existing  automobile.  Bergstrom may
select  the   automobile   of  his  choice,   subject  to  these   restrictions.
Alternatively, the Company may lease an automobile on behalf of Bergstrom, if he
so elects, with monthly payments not to exceed $600.

         (vi)  Vacation.  Bergstrom  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,
Bergstrom  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 Bergstrom from receiving any additional discretionary bonus or
compensation  specifically  approved in writing for  Bergstrom in advance by the
Company's Board.

         3.6.     Tax Consequences.  Bergstrom  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.  Bergstrom 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.  Bergstrom
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  Bergstrom  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 Bergstrom's Salary for the period in question. The
Company Board reserves the right to modify the performance goals established for
Bergstrom  from year to year.  The other  specific  terms


                                      -5-
<PAGE>

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.
Bergstrom  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.  Bergstrom's employment pursuant to this Agreement shall
commence on October 15, 1998 and shall  continue  until March 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 March 31, 2001, the Company and Bergstrom  agree to discuss whether
to extend the terms of the Agreement for an additional two-year period,  through
March 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 Bergstrom 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 Bergstrom
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.

                  (a)      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 Bergstrom.  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  Bergstrom  of any  covenant  or
condition under this Agreement;  (ii) the commission by Bergstrom 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 


                                      -6-
<PAGE>

felony  conviction of Bergstrom;  (iv) any willful act of gross misconduct which
is  materially  and  demonstrably  injurious  to the  Company  or the Bank;  (v)
material violation by Bergstrom 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  Bergstrom
unsuitable  for duty as determined  by any  regulatory  authority  that oversees
banking  or  financial  institutions.  Prior  to  termination  for  cause  under
subparagraph (i) above, Bergstrom 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 Bergstrom's death during the
term of this Agreement, all obligations of the parties hereunder shall terminate
immediately.

                  (b)      Disability.  If  Bergstrom  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 Bergstrom,  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  Bergstrom.   Bergstrom  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)  Bergstrom  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, Bergstrom's reasonable and necessary business expenses incurred prior
to the date this Agreement  expires or terminates;  (iii) Bergstrom may continue
to participate in any Company benefit plans to the extent he remains eligible to
do so; (iv) Bergstrom agrees to return his  Company-owned  automobile and mobile
telephone to the Company (unless he purchases the automobile as provided below);
and (v)  Bergstrom  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, Bergstrom
shall  receive  any  Performance  

                                      -7-
<PAGE>


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 Bergstrom's
death or disability),  Bergstrom 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  Bergstrom  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". Bergstrom 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  Bergstrom's  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, Bergstrom 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)      Bergstrom   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 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 and


                                      -8-
<PAGE>


                  that has a facility  within  five (5) miles of the  Company or
                  Bank or any  financial  institution  or  office  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)      Bergstrom 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)      Bergstrom  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.     Bergstrom  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 Bergstrom 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.  Bergstrom
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 Bergstrom 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.  Bergstrom
further  acknowledges  that the  Company's  or Bank's  products  and  titles may
consist of copyrighted  material,  and Bergstrom 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.     Bergstrom  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


                                      -9-
<PAGE>

Agreement,  may result in  irreparable  injury and damage to the Company and the
Bank which will not be  adequately  compensable  in monetary  damages,  that the
Company  and Bank will have no  adequate  remedy at law  therefor,  and that the
Company or Bank may obtain such preliminary, temporary or permanent mandatory or
restraining  injunctions,  orders or decrees as may be  necessary to protect the
Company or Bank  against,  or on account  of,  any  breach by  Bergstrom  of the
provisions contained in Articles 7 and 8.

         8.3.     Bergstrom  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 Bergstrom  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  Bergstrom  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 Bergstrom
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  Bergstrom's
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 Bergstrom 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.

                                      -10-
<PAGE>

         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 Bergstrom, to:

                           Mr. Christopher W. Bergstrom
                           7002 Bear Den Court
                           Manassas, Virginia  20111

         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
Bergstrom 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:


                                        --------------------------------   
                                        Christopher W. Bergstrom


                                      -12-