EXHIBIT 10.16


                           CHANGE IN CONTROL AGREEMENT


         This  CHANGE  IN  CONTROL  AGREEMENT  is  made as of the  first  day of
January,  1998, by and among Essex Bancorp,  Inc.  ("Bancorp")  and Gene D. Ross
("Employee").

                                   WITNESSETH

         WHEREAS,  certain  subsidiaries of Bancorp and Employee  entered into a
Restated  Executive  Services  Agreement  ("Employment  Agreement")  dated as of
January 1, 1998; and

         WHEREAS,  Bancorp and its  subsidiaries  desire to amend the Employment
Agreement to eliminate  the  obligation  thereunder  to pay certain  benefits to
Employee upon a "Change in Control" (as defined in the Employment Agreement) and
to instead provide such payments under a separate  agreement between Bancorp and
Employee only; and

         WHEREAS,  Employee  is willing  to  consent to the above  change to the
Employment  Agreement  on the  condition  that the  Change  in  Control  payment
provisions   contained  therein  be  continued  in  a  separate  agreement  (the
"Agreement") between Bancorp and the Employee.

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
set forth  herein,  and other good and valuable  consideration,  the adequacy of
which is hereby acknowledged, Bancorp and Employee agree as follows:

         1.       Change in Control Payment.

                  (a) In the event a Change in Control occurs prior to or on the
effective date of termination of the Employment  Agreement,  Bancorp shall:  (1)
pay to the  Employee  in a lump sum  within  thirty  (30) days of the  Change in
Control an amount  equal to two  hundred  (200%) of his  highest  rate of annual
Salary (as  defined in the  Employment  Agreement)  in effect  during the period
commencing  on May 1, 1997 and ending on the date of the Change in Control;  and
(2) provide  continuing health and medical insurance,  disability  insurance and
life insurance coverage on behalf of the Employee (and his other family members,
if applicable)  for a period of two (2) years following the Change in Control on
the same basis as was in effect as of the  effective  date of  termination.  For
purposes of this  Agreement,  a "Change in  Control"  shall occur if and only if
after  December 31, 1997 a "person" or "group" (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934), directly or indirectly,
first  becomes  the  "beneficial  owner" (as  defined  in Rule  13d-3  under the
Securities  Exchange Act of 1934) of securities of Bancorp  representing  25% or
more of the combined voting power of the then outstanding securities of Bancorp.
Any provision herein to the contrary notwithstanding, no Change in Control shall
be deemed to occur as a result of: (1) any transaction prior to January 1, 1998;
(2) any purchase,  transfer,  or other  disposition of the Series B and Series C
preferred  shares of Bancorp;  or (3) any exercise or  conversion of warrants or
options  of  Bancorp  which  were  issued  prior to 1996 (and any  exercise,  or
conversion  of such  warrants or options  shall be  disregarded  in  determining
whether a Change in Control has occurred.)

                  (b) Any provision herein to the contrary notwithstanding:  (1)
no Change in Control  payment  under  Section  1(a) shall be due to  Employee if
Employee is terminated  (with or without  Cause) or resigns under the Employment
Agreement  prior to a Change in Control;  and (2) under no  circumstances  shall
Employee  be  entitled to a payment  under both  Section  3.7 of the  Employment
Agreement and this Agreement.

         2. Term of Agreement. This Agreement shall continue in force during the
term of the  Employment  Agreement  and shall  expire on the  effective  date of
termination of the Employment Agreement.

         3.       General Matters.

                  (a) This Agreement shall be governed by the  substantive  laws
of the Sate of Virginia  and shall be construed in  accordance  therewith.  This
Agreement constitutes the entire agreement between the parties as to the matters
described herein and supersedes all prior agreements and understandings  between
the parties as to such matters.

                  (b) No provision  of this  Agreement  may be waived  except by
agreement  in  writing  signed  by the  waiving  party.  A waiver of any term or
provision shall not be construed as a waiver of any other term or provision.

                  (c) This  Agreement may be amended,  altered or revoked at any
time,  in whole or in part,  only by a written  instrument  setting  forth  such
changes, signed by all the parties.

                  (d) This Agreement  shall be binding upon the Employee and the
Employers, and shall not be assignable in any event by the Employee.

                  (e)  Throughout  this Agreement the singular shall include the
plural and the  plural  shall  include  the  singular  whenever  the  context so
requires.

                  (f) If any  provision  of this  Agreement  is  declared by any
court of common  jurisdiction to be invalid for any reason such invalidity shall
not affect the remaining provisions.  On the contrary, such remaining provisions
shall be  construed  in force  as if such  invalid  provisions  had  never  been
inserted in this Agreement.



<PAGE>



         IN  TESTIMONY  WHEREOF,  the parties  have caused this  Agreement to be
executed as of the 24th day of June, 1998.

                                        ESSEX BANCORP, INC.



                                        By:  /s/ Roscoe D. Lacy, Jr.
                                           -------------------------------
                                                 Its:  Director



                                        /s/ GENE D. ROSS