Exhibit 10.4

                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT ("Agreement"), is made and entered into as of
the 3rd day of November, 2000, by and between CARDINAL FINANCIAL CORPORATION,  a
Virginia  corporation with its principal offices at 10555 Main Street,  Fairfax,
Virginia  22030  ("Company"),  and  CARL E.  DODSON  ("Dodson"),  an  individual
residing at 4010 North River Street, Arlington, Virginia 22207.

                              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, Potomac; and

         WHEREAS,  Dodson 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 Dodson's' continuing employment; and

         NOW, THEREFORE, in consideration of the promises and obligations of the
Company  and  Dodson  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. Dodson shall be employed as Executive Vice President of
the  Company  after the  effective  date of this  Agreement,  but no later  than
January 2, 2001 2000.  Dodson  shall  assume  the title of  President  and Chief
Executive Officer of the Bank effective as of the date the Bank is acquired,  or
as soon thereafter as all necessary  regulatory  approvals are obtained allowing
Dodson to serve in that  position.  Dodson  shall  continue  as  Executive  Vice
President of the Company.

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

         Upon becoming President and Chief Executive Officer of the Bank, Dodson
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.  Dodson 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 Dodson  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  Dodson.  During  the  term of his  employment,  Dodson  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.

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

         1.3.     Other Affairs.  Notwithstanding  anything in this Agreement to
the contrary,  Dodson 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  Dodson  shall not engage in any  activities  in
violation  of  Articles  7 and 8 of this  Agreement.  Dodson 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,  Dodson  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;

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



                                      -2-
<PAGE>

                  (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 By Laws, 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  Dodson,  for  services
rendered  hereunder,  salary at the annual rate of ONE HUNDRED AND SIX  THOUSAND
DOLLARS ($106,000). 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.  Dodson's  salary may not be
adjusted  downward at



                                      -3-
<PAGE>

any time during the term of this Agreement without his express consent. Dodson's
salary may be adjusted  upward  annually at the discretion of the Company Board,
based upon its assessment of Dodson's  performance  and the Company's  financial
circumstances.  Dodson will be  considered  for his first annual salary raise at
the time of his initial performance review in March 2001, 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.  Dodson  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  Dodson's  duties.   Reasonable  and  necessary  expenses,   as
determined by the Company, incurred by Dodson in connection with the performance
of his duties hereunder will be reimbursed  provided that Dodson follows Company
procedures  for the  reimbursement  of such  expenses,  including  submission of
reasonably detailed verification of the nature and amount of such expenses.

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

         (i)      Country  club  membership.  The Company will  consider  paying
Dodson's  initiation  fee (up to an amount set by the Company's  President/CEO),
monthly  dues,  and  reasonable  food and  entertainment  expenses  for business
purposes at a country club  approved by the Company  ("Club") if Dodson  desires
membership in a Club,  while the Company is under no obligation to do so. In the
event the Company provides this benefit, and Dodson subsequently  terminates his
membership in the Club,  any proceeds that Dodson  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 Dodson at its expense,  which shall remain Company property, and shall
reimburse  Dodson 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,
Dodson 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 Dodson is eligible to receive include:

         (i)      Medical Insurance.  So long as the Company provides health and
dental  insurance,  Dodson  (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.



                                      -4-
<PAGE>

         (ii)     Long-term  disability.  The Company  shall pay  Dodson's  full
premiums for long-term  disability  insurance  coverage,  providing a disability
benefit of up to 60% of Dodson'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 Dodson, one annual physical  examination through a doctor of Dodson's
choice.

         (iv)     Life insurance.  The Company shall pay Dodson's 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 Dodson,  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 Dodson's existing  automobile.  Dodson may
select  the   automobile   of  his  choice,   subject  to  these   restrictions.
Alternatively, the Company may lease an automobile on behalf of Dodson, if he so
elects,  with  monthly  payments  not to exceed  $600,  or may provide a monthly
transportation allowance to Dodson not to exceed $600.

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

         3.6.     Tax Consequences.  Dodson 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.  Dodson 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. Dodson shall be
considered  for his



                                      -5-
<PAGE>

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 Dodson 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 Dodson's  Salary for the period in question.  The
Company Board reserves the right to modify the performance goals established for
Dodson 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.  Dodson shall be
considered  for an initial stock option grant in September,  2000 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. The term of this Agreement, shall commence no later than
September 1, 2000 and shall  continue  until August 31, 2003, 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, 2003, the Company and Dodson agree to discuss whether to
extend the terms of the  Agreement for an additional  two-year  period,  through
August 31, 2005.  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 Dodson  prior to the  expiration  of the initial
term.





                                      -6-
<PAGE>

                                    ARTICLE 6

                              EVENTS OF TERMINATION

         6.1.     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 Dodson.
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 Dodson of any covenant or condition
under  this  Agreement;  (ii)  the  commission  by  Dodson  of any  willful  act
constituting dishonesty, fraud, immoral or disreputable conduct which is harmful
to the Company or the Bank, or its  reputation;  (iii) any felony  conviction of
Dodson;  (iv) any  willful  act of gross  misconduct  which  is  materially  and
demonstrably  injurious to the Company or the Bank;  (v)  material  violation by
Dodson 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 Dodson  unsuitable for duty
as determined by any  regulatory  authority  that oversees  banking or financial
institutions.  Prior to  termination  for cause  under  subparagraph  (i) above,
Dodson shall be notified of the cause for  termination and given sixty (60) days
from the date of such notice to cure his breach.

         6.2.     Termination by Death or Disability of the Employee.

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

                  (b)      Disability.  If the Dodson 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 Dodson,  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.

         6.3.     Termination by Dodson.  Dodson may terminate this Agreement at
any time,  with or without cause,  by giving written notice to the Company.  Any
such



                                      -7-
<PAGE>

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.

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

         6.5.     Cooperation.  Following  any  termination,  Dodson 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)      Dodson 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 and
                  that has a facility  within  five (5) miles of the  Company or
                  Bank or any banking institution owned by the Company or Bank.

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



                                      -9-
<PAGE>

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

         8.3.     Dodson   further  agrees  that,   upon   termination  of  this
Agreement,  whether  voluntary or involuntary or with or without cause, he shall
notify any new  employer,



                                      -10-
<PAGE>

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

         9.3.     Notices.   Any  notice  expressly   provided  for  under  this
Agreement  shall be in writing,  shall be given  either  manually or by mail and
shall be deemed  sufficiently



                                      -11-
<PAGE>

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
                      10555 Main Street
                      Fairfax, Virginia  22030

         If to Dodson, to:

                      Mr. Carl E. Dodson
                      4010 North River Street
                      Arlington, Virginia 22207

         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
Dodson 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:  /s/
                                           -------------------------------------

                                        Title:
                                              ----------------------------------


                                        EMPLOYEE:


                                        /s/ Carl E. Dodson
                                        ----------------------------------------
                                        Carl E. Dodson

















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