EXHIBIT 10.22

                              EMPLOYMENT AGREEMENT

          This Employment Agreement ("Agreement") is made as of January 1, 1999,
between Resource Bank ("Resource"), and T. A. Grell, Jr. ("Employee").

          WHEREAS, Resource wishes to employ Employee to serve as its President
and Chief Operating Officer, and Employee is willing to accept such employment
in accordance with the terms of this Agreement; and

          WHEREAS, Employee recognizes the importance to Resource and to the
public of maintaining the high standards and quality associated with Resource's
name and reputation, and is willing to maintain such high standards and quality;

          NOW, THEREFORE, it is agreed as follows:

(1)      TERM OF EMPLOYMENT: Subject to the provisions of this Agreement,
         Resource will employ Employee as its President and Chief Operating
         Officer for an initial term of five (5) years, beginning on January 1,
         1999 and expiring on December 31, 2003 ("Initial Term"). Not less than
         six (6) months prior to the expiration of the Initial Term, Resource's
         Board of Directors (the "Resource Board of Directors") shall conduct
         and complete a review of Employee's performance.

         1.1      If the Resource Board of Directors determines upon such review
                  that Employee has performed in accordance with Resource's
                  performance criteria, no further action will be necessary, and
                  Resource shall employ Employee for an additional two-year
                  period under the terms herein. Thereafter, this Agreement
                  shall automatically renew for successive two-year periods
                  unless either party gives three (3) months written notice
                  prior to the expiration of any two-year term.

         1.2      If the Resource Board of Directors determines upon such review
                  that Employee has not performed in accordance with Resource's
                  performance criteria, it shall so notify Employee in writing
                  at least three (3) months prior to the expiration of the
                  Initial Term hereof that this Agreement will not be renewed
                  ("Notice of Non-Renewal"), and this Agreement shall expire and
                  the employment created herein shall end at the conclusion of
                  the Initial Term. Employee shall also receive three additional
                  month's regular base salary following expiration pursuant to
                  Resource's regular pay schedule.

         1.3      The  regular base salary payable both prior to and following
                  expiration as provided in subparagraph 1.2 shall not be paid
                  if Employee competes with Resource as that term is used in
                  subparagraphs 7.2 and 7.3 hereof.

         1.4      Resource, in its sole discretion, shall have the option but
                  not the obligation of relieving Employee of actually
                  performing any services following the giving of a Notice of
                  Non-Renewal. Employee shall nonetheless be paid as provided in
                  subparagraph 1.2 provided he neither seeks or accepts
                  employment in competition with Resource as provided in
                  subparagraph 1.3 nor breaches any other provision hereof.

(2)      DUTIES: During the period of employment hereunder, Employee will
         devote his best efforts and substantially his full time to the business
         and affairs of Resource, perform such services not inconsistent with
         his position as are designated by the Resource Board of Directors, and
         use his best efforts to promote the interest of Resource. Employee
         pledges that during the term of this Agreement,

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         Employee shall not, directly or indirectly, engage in any business
         that could detract from Employee's ability to apply his best efforts to
         the performance of his duties hereunder. Employee further agrees to
         comply with all rules, regulations and policies established or issued
         by Resource.

(3)      COMPENSATION: Resource will pay Employee a regular base salary
         commensurate with his position and performance, such salary to be
         determined from time to time by the Resource Board of Directors, but to
         be not less than $200,000 upon the initiation of this Agreement. Such
         salary will be payable in periodic installments on the same basis as
         that of other employees of Resource who hold executive positions. In
         addition, Employee will be eligible to participate in Resource's Bonus
         Program as determined from time to time by the Resource Board of
         Directors.

(4)      BENEFITS: Employee will participate in the various employee benefit,
         disability and retirement plans provided for similarly situated
         employees according to the terms and conditions of those plans, as
         determined by the Resource Board of Directors. During each full year of
         employment, Employee shall have five weeks paid vacation. During
         Employee's employment with Resource, Employee will be provided with an
         automobile allowance in the amount of $500.00 per month. Resource
         reserves the right to modify, eliminate, or add to any of the foregoing
         benefits as it deems appropriate.

(5)      DEATH: If Employee should die during the term of this Agreement,
         Resource will, in lieu of payments due under other provisions of this
         Agreement, pay to Employee's estate for a period of 3 months,
         Employee's regular base salary at the time of the Employee's death plus
         any previously accrued and unpaid compensation. Thereafter, Resource
         will have no further obligation to Employee or his estate under this
         Agreement.

(6)      DISABILITY: In the event that Employee, by reason of physical or
         mental incapacity or disability ("Disability"), is unable, with or
         without reasonable accommodation, to perform his duties and
         responsibilities under this Agreement, then Resource will pay to
         Employee his regular base salary for a six (6) month period following
         the date on which the Disability first begins, after which time it is
         intended that the payments under the disability insurance maintained by
         Resource for Employee will be in effect. Thereafter, Resource will have
         no obligation to pay Employee any compensation under this Agreement;
         provided, however, that for a period of one (1) year following the date
         the Disability first begins, Employee shall have the right to return to
         employment under this Agreement if Employee, with or without reasonable
         accommodation, is again able to fully perform his duties. Upon such a
         return to employment, Employee shall work as mutually agreed upon by
         Resource and Employee, and Employee shall receive the same compensation
         and benefits as set forth in this Agreement, subject to appropriate
         proration of compensation if Employee works less than the same schedule
         he had previously worked.

(7)      TERMINATION WITHOUT CAUSE; SEVERANCE PAY:

         7.1      Resource may terminate Employee's employment immediately and
                  without cause. However, if Resource terminates employee's
                  employment pursuant to this Section 7.1, Resource shall pay to
                  Employee his regular base salary payable in periodic
                  installments on the same schedule as other executive employees
                  of Resource through the lesser of (i) the remainder of the
                  Initial Term of this Agreement or (ii) a period of thirty-six
                  (36) months following the date on which employment is
                  terminated ("Severance Pay"). Notwithstanding the foregoing,
                  in the event Employee elects to compete with Resource or any
                  of its subsidiaries as described below, Resource's obligation
                  to pay the Severance Pay shall terminate immediately.

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         7.2      Employee agrees that in the event he competes, directly or
                  indirectly, with Resource or any of its subsidiaries within a
                  30-mile radius of any Resource office, or any of its
                  subsidiaries' offices, that exist on the date of such
                  termination he will forfeit any remaining Severance Pay from
                  the first date of such competition.

         7.3      It is the specific intent of the parties that as long as
                  Employee is receiving Severance Pay, Employee shall be
                  restricted from competing directly or indirectly within a
                  thirty mile radius of any segment of Resource's or its
                  subsidiaries' business in which Employee engaged prior to the
                  termination of employment and from any segment of Resource's
                  and its subsidiaries' business, about which Employee acquired
                  proprietary or confidential information, during the course of
                  his employment. Resource's and its subsidiaries' business
                  shall mean the business of banking and mortgage lending.
                  Employee agrees that competition shall include engaging in
                  competitive activity, either as an individual, as a partner,
                  as a joint venturer with any other person or entity, or as an
                  employee, agent, or representative of any other person or
                  entity, or otherwise being associated in a competitive
                  capacity with any business entity which directly or indirectly
                  competes with Resource or any of its subsidiaries. Employee
                  further agrees that for as long as he receives severance pay,
                  he will not induce or attempt to induce any of the employees
                  of Resource or its affiliates to terminate their agreement.

         7.4      Resource and Employee have examined in detail this paragraph 7
                  and agree that the restraint imposed upon Employee is
                  reasonable in light of the legitimate interests of Employer,
                  and it is not unduly harsh upon Employee's ability to earn a
                  livelihood.

         7.5      Notwithstanding any provision of this Agreement to the
                  contrary, any payments made to Employee pursuant to this
                  Agreement, or otherwise, are subject to and conditional upon
                  their compliance with 12 U.S.C. ss. 1828(k) and any
                  regulations promulgated thereunder.

(8)      TERMINATION FOR CAUSE: The employee's employment may be terminated at
         any time by Resource for "cause." As used in this Agreement, the term
         cause may mean personal dishonesty; gross neglect related to
         employment; incompetence; willful misconduct; breach of loyalty or
         fiduciary duty to Employer; intentional failure to perform assigned or
         agreed upon duties; willful violation of any law, rule, or regulation
         (other than traffic violations or similar offenses); or material breach
         of any provision of this Agreement. Termination by Resource for cause
         shall be determined by the vote of at least 51% of all of the members
         of the Resource Board of Directors. If the employment is so terminated,
         Employee will be entitled to receive any regular salary earned and
         employee benefits accrued as of the date of such termination, but
         Resource will have no further obligation to Employee hereunder from and
         after such date.

(9)      TERMINATION BY EMPLOYEE: Employee may resign from the employment of
         Resource at any time upon ninety (90) days prior written notice. Upon
         such resignation, Employee shall have no rights to any further
         compensation or benefits after the ninety (90) day notice period has
         expired. Resource reserves the option but not the obligation to relieve
         Employee from performance of work during this period, but absent
         subsequent breach hereof, Resource shall be obligated to pay Employee
         the Employee's regular base salary for the entire 90-day notice period.

(10)     CHANGE OF CONTROL: If there shall occur a "Change of Control of
         Resource" as defined below, the employee may be assigned such other
         duties, responsibilities and compensation as would be reasonably
         equivalent under the circumstances and acceptable to the Employee in
         his reasonable discretion. Upon such occurrence, if the Employee shall
         not be given such reasonably equivalent duties, responsibilities and

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         compensation, he may be terminated or he may resign; and, in either
         such case, Employee shall receive in lieu of any payments pursuant to
         paragraph 7, a one-time payment of 2.99 times the average of the last
         three (3) years' regular base salary, or if employed less than three
         years, a one-time payment of 2.99 times Employee's regular base salary
         in effect when the change of control occurs. As used in this paragraph
         10, a Change of Control of Resource shall be deemed to have occurred if
         any of the following occur:

         10.1     Any "person" (as such term is used in Sections 13(d) and
                  14(d)(2) of the Securities Exchange Act of 1934) is or becomes
                  the beneficial owner, directly or indirectly, of securities of
                  Resource representing twenty-five percent (25%) or more of the
                  combined voting power of Resource's then outstanding
                  securities; or

         10.2     During any period of two consecutive calendar years,
                  individuals who at the beginning of such period constitute the
                  Resource Board of Directors cease for any reason to constitute
                  a majority thereof unless the election by Resource's
                  Shareholders of each new director was approved by a vote of at
                  least two-thirds of the Resource directors then still in
                  office who were directors at the beginning of the period.

         10.3     The approval by Resource's shareholders of the merger or
                  consolidation of Resource with any other corporation or
                  business organization, the sale of substantially all of the
                  assets of Resource or the liquidation or dissolution of
                  Resource, unless, in the case of a merger or consolidation,
                  the directors of Resource in office immediately prior to such
                  merger or consolidation will constitute at least two-thirds of
                  the directors of the surviving corporation or business
                  organization of such merger or consolidation and any parent
                  (as such term is defined in Rule 12b-2 under the Securities
                  Exchange Act of 1934) of such corporation or business
                  organization.

(11)     REQUIRED PROVISIONS:

         11.1     If Employee is suspended and/or temporarily prohibited from
                  participating in the conduct of Resource's affairs by a notice
                  served under the Federal Deposit Insurance Act, Resource's
                  obligations under this Agreement shall be suspended as of the
                  date of service. If the charges in the notice are dismissed,
                  Resource may, in its discretion, (i) pay Employee all or part
                  of the compensation withheld while its obligations under the
                  Agreement were suspended, and (ii) reinstate (in whole or in
                  part) any of its obligations which were suspended.

         11.2     If Employee is removed and/or permanently prohibited from
                  participating in the conduct of Resource's affairs by an order
                  issued under the Federal Deposit Insurance Act, all
                  obligations of Resource under this Agreement shall terminate
                  as of the effective date of the order, but the Employee's
                  vested rights shall not be affected.

         11.3     If Resource is in default as defined in the Federal Deposit
                  Insurance Act, all obligations under this Agreement shall
                  terminate as of the date of default, but the operation of this
                  subparagraph 11.3 shall not affect any of Employee's vested
                  rights.

(12)     NONDISCLOSURE:

         12.1     Employee agrees to hold and safeguard any information about
                  Resource and its subsidiaries gained by Employee during the
                  course of Employee's employment. Employee shall not, without
                  the prior written consent of Resource, disclose or make
                  available to anyone for use outside Resource's and its
                  subsidiaries' organization at any time, either during his

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                  employment or subsequent to any termination of his employment,
                  however such termination is effected, whether by Employee or
                  Resource, with or without cause, or expiration or nonrenewal
                  of this Agreement, any information about Resource and its
                  subsidiaries or its customers or suppliers, whether or not
                  such information was developed by Employee, except as required
                  in the performance of Employee's duties for Resource and its
                  subsidiaries.

         12.2     Employee understands and agrees that any information about
                  Resource and its subsidiaries or Resource's and its
                  subsidiaries' customers is the property of Resource or its
                  subsidiaries and is essential to the protection of Resource's
                  and its subsidiaries' goodwill and to the maintenance of
                  Resource's and it subsidiaries' competitive position and
                  accordingly should be kept secret. Such information shall
                  include, but not be limited to, information containing
                  Resource's and its subsidiaries' promotional plans and
                  strategies, pricing strategies, customers and prospective
                  customers, customer lists, identity of key personnel in the
                  employ of customers and prospective customers, computer
                  programs, system documentation, manuals, ideas, or any other
                  records or information belonging to Resource and its
                  subsidiaries or relating to Resource's and its subsidiaries'
                  business.

(13)     NON-SOLICITATION OF EMPLOYEES: Employee agrees that during his
         employment hereunder and for a period of one year following termination
         of Employee's employment, whether such termination is voluntary or
         involuntary, effected by Resource or by Employee, regardless of cause,
         Employee shall not, directly or indirectly, hire, solicit or induce or
         attempt to hire, solicit or induce, any employee of Resource to become
         employed by Employee or any other person or entity or to perform
         services for remuneration for Employee or any other person or entity
         regardless of the structure or nature of any such remunerative
         relationship. For purposes of this paragraph 13, an employee of
         Resource shall mean any individual who was employed by Resource or any
         of its subsidiaries at the time of Employee's termination or at any
         time during the six-month period immediately preceding such
         termination. This paragraph does not apply in the event of "Change of
         Control of Resource" as defined in paragraph 10.

(14)     ENTIRE AGREEMENT: This Agreement and your offer letter dated November
         9, 1998 supersede any and all other agreements, either oral or in
         writing, between the parties hereto with respect to the employment of
         Employee by Resource or any affiliate of Resource and contains all the
         covenants and agreements between the parties with respect to such
         employment. Each party to these Agreements acknowledges that no
         representations, inducements, promises or agreements, orally or
         otherwise, have been made by any party, or anyone acting on behalf of
         any party, which are not embodied herein, and that no other agreement,
         statement or promise not contained in this Agreement and your offer
         letter dated November 9, 1998 will be valid or binding. Any
         modification of these Agreements will be effective only if it is in
         writing signed by the party to be charged.

(15)     BINDING EFFECT: This Agreement will be binding upon and inure to the
         benefit of each of the parties and their successors.

(16)     LAW GOVERNING AGREEMENT: This Agreement will be governed and
         construed in accordance with the laws of the Commonwealth of Virginia.

(17)     CONFLICT WITH REGULATIONS: The requirements of 12 C.F.R. ss.
         563.39(b) (the "Employment Agreement Regulations") shall be made part
         of this Agreement and are incorporated by reference. If any provision
         of this Agreement conflicts with the Employment agreement Regulations,
         the Employment Agreement Regulations shall govern.

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(18)     PARTIAL INVALIDITY: If any provision of this Agreement is held by a
         court of competent jurisdiction to be invalid, void or unenforceable,
         the remaining provisions will nevertheless continue in full force and
         effect.

(19)     SEVERABILITY: If any clause or provision of this Agreement is held to
         be illegal, invalid, or unenforceable under present or future laws
         effective during the term hereof, then the remainder of this Agreement
         shall not be affected thereby, and in lieu of each clause or provision
         of this Agreement which is illegal, invalid or unenforceable, and
         specifically including the restrictions on competition in paragraph 7,
         there shall be added, as a part of this Agreement, a clause or
         provision as similar in terms to such illegal, invalid or unenforceable
         clause or provision as may be possible and as may be legal, valid, and
         enforceable.

(20)     NOTICES: Any notices to be given hereunder by either party to the
         other may be effected either by personal delivery in writing or by
         mail, registered or certified, postage prepaid, with return receipt
         requested. Mailed notices will be addressed to the parties at the
         addresses appearing herein, but each party may change his address by
         written notice in accordance with this paragraph. Notices delivered
         personally will be deemed communicated as of actual receipt; mailed
         notices will be deemed communicated as of five (5) days after mailing.

                           TO:      Resource Bank
                                    Attention:  Debra C. Dyckman
                                    3720 Virginia Beach Boulevard
                                    Virginia Beach, Virginia 23452



                           TO:      T. A. Grell, Jr.
                                    5350 Lake Lawson Road
                                    Virginia Beach, VA 23455


(21)     COUNTERPARTS: This Agreement may be executed in counterparts,
         together which shall constitute one and the same instrument.


         IN WITNESS WHEREOF, Resource Bank has caused this Agreement to be
executed in its name and behalf by its proper officers, thereunto duly
authorized, and Employee has set his hand as of the date first above written.


EMPLOYEE'S NAME                             RESOURCE BANK

/s/ T.A. Grell, Jr.                        By:/s/ Lawrence N. Smith
-------------------                           ---------------------
Signature                                         Lawrence N. Smith

T. A. Grell, Jr.                              Its: Chief Executive Officer
-------------------                           ------------------------
Printed Name

Date: __________________________           Date __________________________