Exhibit 10.5


                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT ("Agreement"), is made and entered into as of
the 17th day of February, 1999, by and between CARDINAL FINANCIAL CORPORATION, a
Virginia  corporation with its principal offices at 10641 Lee Highway,  Fairfax,
Virginia 22030 ("Company"),  and JOSEPH L. BORRELLI ("Borrelli"),  an individual
residing at 12220 Thoroughbred Road, Oak Hill, Virginia 20171


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

         NOW, THEREFORE, in consideration of the promises and obligations of the
Company  and  Borrelli  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.  Borrelli  was  employed as Senior Vice  President  and
Chief  Financial  Officer of the  Company on January 1, 1998,  and  promoted  to
Executive Vice President and Chief Financial  Officer of the Company on December
1, 1998. He will continue in that position.

         1.2.     Duties and  Responsibilities.  As Executive Vice President and
CFO of the Company,  Borrelli will be  responsible  for the  supervision  of the
Company's human resources,  investment, and financial operations,  including all
regulatory and financial reporting  requirements,  subject to supervision by the
Company's  President and Chief Executive Officer,  and the board of directors of
the  Company  ("Company  Board").  Borrelli  will serve as cashier of local bank
subsidiaries established by the Company.

         Borrelli is also required to perform such other duties  consistent with
his position as the  Company's  President/CEO  or Company  Board may direct from
time to time. The  President/CEO or Company Board may, in their sole discretion,
increase, lessen, or limit the specific duties and responsibilities of Borrelli.
During the term of his employment, Borrelli is required to devote his full time,
attention,  and efforts,  with undivided loyalty, to the business of the Company
and shall use his best efforts to promote its interests.

<PAGE>

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

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


                                    ARTICLE 2
                      RELATIONSHIP WITH PRESIDENT AND BOARD

         2.1.     Significant Actions.  Unless otherwise  specifically permitted
by Company  policy,  Borrelli  agrees not to  undertake,  or authorize any other
employee of the Company to undertake,  any of the following actions, except with
the prior  written  consent of the  Company's  President,  which  consent may be
withheld in the President's absolute discretion:

                  (a)      guarantee by the Company 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;

                  (c)      amendment,  change,  extension,  renewal,  waiver, or
modification of any material  agreement to which the Company,  or its 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 the
Company'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
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  to  expend or incur  liability  or debt in excess of the
approved Company budgets for such expenditure;

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

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

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

                                      -2-
<PAGE>

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

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

         2.2.     Board Action.  Unless  otherwise  noted  herein,  whenever any
action by the Company's Board is required or permitted under this Agreement, the
Chairman of the 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  Company's
Articles of  Incorporation  and ByLaws,  and such  action must be  evidenced  in
writing  to be  effective.  Meetings  held  by the  Board  may be  conducted  by
teleconference, and in executive session.

                                    ARTICLE 3
                            COMPENSATION AND BENEFITS

         3.1.     Salary.  The  Company  agrees to pay  Borrelli,  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.  Borrelli's  salary may not be adjusted
downward  at any time  during the term of this  Agreement  without  his  express
consent.  Borrelli's salary may be adjusted upward annually at the discretion of
the Company's Board, based upon the Board's assessment of Borrelli's performance
and the Company's financial  circumstances.  Borrelli will be considered for his
first annual salary raise at the time of his  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.  Borrelli 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  Borrelli's  duties.  Reasonable  and  necessary  expenses,  as
determined  by the  President,  incurred  by  Borrelli  in  connection  with the
performance of his duties  hereunder  will be reimbursed  provided that Borrelli
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 purchase a mobile phone for
Borrelli  at its  expense,  which  shall  remain  Company  property,  and  shall
reimburse  Borrelli for reasonable and necessary fees and charges related to the
use of such phone for  business  purposes.  In addition,  the Company  agrees to
reimburse  Borrelli for the cost of Continuing  Practice Education (CPE) credits
required  to retain  Borrelli's  CPA  certificate  as  required by the AICPA and
Virginia State Society of CPAs.

                                      -3-
<PAGE>

         3.4.     Benefits.  Except as  otherwise  provided  in this  Agreement,
Borrelli 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 Borrelli is eligible to receive include:

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

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

         (v) Automobile.  The Company agrees to lease an automobile on behalf of
Borrelli  with  monthly  payments  not to exceed  $600,  or,  alternatively,  at
Borrelli's  request,  will assume his existing lease for his current automobile,
up to $600.

         (vi)  Vacation.  Borrelli  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,
Borrelli 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,
or any affiliated corporation. Nothing contained herein shall, however, preclude
Borrelli  from  receiving any  additional  discretionary  bonus or  compensation
specifically approved in writing for Borrelli in advance by the Company's Board.

         3.6.     Tax Consequences.  Borrelli  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. Borrelli 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 


                                      -4-
<PAGE>

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. Borrelli 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 Borrelli 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 Borrelli's Salary for the period in question.  The
Company Board reserves the right to modify the performance goals established for
Borrelli  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.  Borrelli 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.  Borrelli's  employment pursuant to this Agreement shall
commence on February 17, 1999 and shall  continue  until  January 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.  Before the  expiration  of the initial  term of this
Agreement on January 15, 2001, the Company and Borrelli agree to discuss whether
to extend the terms of the Agreement for an additional two-year period,  through
January 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 Borrelli  prior to the expiration of the initial
term.

                                    ARTICLE 6
                              EVENTS OF TERMINATION

         6.1.     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


                                      -5-
<PAGE>

the term of this Agreement by giving written notice to Borrelli. 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  Borrelli  of any  covenant  or
condition under this  Agreement;  (ii) the commission by Borrelli of any willful
act constituting  dishonesty,  fraud,  immoral or disreputable  conduct which is
harmful  to the  Company  or its  reputation;  (iii) any  felony  conviction  of
Borrelli;  (iv) any  willful act of gross  misconduct  which is  materially  and
demonstrably injurious to the Company; (v) material violation by Borrelli 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  Borrelli  unsuitable  for
duty in his current  position as determined  by any  regulatory  authority  that
oversees banking or financial institutions. Prior to termination for cause under
subparagraph (i) above,  Borrelli 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 Borrelli's death during the
term of this Agreement, all obligations of the parties hereunder shall terminate
immediately.

                  (b)      Disability.  If  Borrelli  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 Borrelli,  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 Borrelli. Borrelli 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.

         6.4.     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)  Borrelli  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,  Borrelli's reasonable and necessary business expenses incurred prior
to the date this Agreement expires or terminates; (iii) Borrelli may continue to
participate in any Company benefit plans to the extent he


                                      -6-
<PAGE>

remains eligible to do so; and (iv) Borrelli agrees to return his Company-leased
automobile and mobile telephone to the Company.

                  (b)      Treatment of Performance Bonus.  Notwithstanding  the
above,  if this  Agreement  expires by its terms pursuant to Article 5, Borrelli
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  Borrelli's  death  or  disability),   Borrelli  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 Borrelli 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".  Borrelli 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  Borrelli'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, 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,  Borrelli 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)      Borrelli   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


                           (2)      assist a  Competitor  (as defined  below) of
                  the Company 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:


                                      -7-
<PAGE>

                           (1)      The Company's "Business" 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  Business  that:  (i) is in the process of starting up
         operations  or which has been  chartered  and  operating for fewer than
         five (5)  years;  (ii)  has  assets  of five  hundred  million  dollars
         ($500,000,000)  or less; and (iii) has a facility within five (5) miles
         of the Company or any banking institution owned by the Company.

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


         (c)      Borrelli  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)      Borrelli  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.     Borrelli 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,  any trade
secrets or other  proprietary or confidential  information of the Company or any
subsidiary or affiliate of the Company (collectively, "Proprietary Information")
obtained by Borrelli 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.  Borrelli 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
and of its subsidiaries and affiliates, and that Borrelli shall take such steps,
undertake such actions and refrain from taking such other


                                      -8-
<PAGE>

actions,  as  mandated by the  provisions  hereof and by the  provisions  of the
Virginia  Uniform  Trade  Secret Act.  Borrelli  further  acknowledges  that the
Company's products and titles may consist of copyrighted material,  and Borrelli
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.

         8.2.     Borrelli  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  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 Borrelli of the
provisions contained in Articles 7 or 8.

         8.3.     Borrelli   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 Borrelli  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 Borrelli 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 Borrelli
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.  The rights and  obligations  under this Agreement
may be assigned by the  Company,  in whole or in part,  by  operation  of law or
otherwise,  and those rights and obligations  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.  No rights or obligations under
this Agreement may be assigned by Borrelli.

                                      -9-
<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 Borrelli, to:

                           Mr. Joseph L. Borrelli
                           12220 Thoroughbred Road
                           Oak Hill, Virginia  20171

         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
Borrelli 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.


                                      -10-
<PAGE>


                                        COMPANY:

                                        CARDINAL FINANCIAL CORPORATION


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

                                        EMPLOYEE:


                                        --------------------------------   
                                        Joseph L. Borrelli




                                      -11-