CONSULTING AGREEMENT
                                     BETWEEN
                                 TERRIE G. SPIRO
                                       and
                  THE HERITAGE BANK and HERITAGE BANCORP, INC.
This Consulting Agreement (hereinafter the "Agreement") is made this 3rd day of
May, 1999 by TERRIE G. SPIRO, residing at 105 Follin Lane S.E., Vienna, Virginia
22180  (hereinafter  "Consultant")  and THE HERITAGE  BANK,  with its  principal
offices  located at 1313 Dolley Madison  Boulevard,  McLean,  Virginia  22101, a
Virginia corporation  (hereinafter the "Bank"), and HERITAGE BANCORP,  INC. (the
"Company").  WHEREAS,  Consultant has experience in administration and marketing
in connection with banks and financial institutions; and

     WHEREAS, the Bank and Company desire to hire Consultant as an independent
consultant; and

     WHEREAS,  Consultant  is  willing  to act as a  consultant  to the Bank and
Company in accordance with the following terms, conditions and provisions:

                              W I T N E S S E T H :

     NOW,  THEREFORE,  in  consideration  of the premises  and mutual  covenants
herein contained, and other good and valuable consideration,  the sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:

1. Consulting  Services.  Effective as of the date hereof,  the Bank and Company
retain  Consultant to render,  and Consultant  agrees to render, to the Bank and
Company, Services (hereinafter the "Services"),  as an independent consultant in
an advisory capacity for and relating to the operation and promotion of the Bank
and  Company's  business,  upon the  reasonable  request from time to time,  and
pursuant to the direction of the Board of Directors of the Bank and Company,  or
their designees.

2. Place of Work.  Consultant shall use all of her best efforts and shall render
the  Services  at such  time or times and such  place or places as are  mutually
agreeable to the parties hereto.

3. Term of Agreement.  This Agreement shall be effective as of the date and year
first above written  (hereinafter the  "Commencement  Date") and shall terminate
September 30, 1999, unless  terminated  earlier upon the mutual agreement of the
parties.

4.  Fees.  The  Bank  shall  pay  Consultant  a  fee  of  Ten  Thousand  Dollars
($10,000.00) per month, in  twice-monthly  payments during the Term, on the 15th
and 30th day of each month.  Consultant's  right to receipt of fees hereunder is
fully  vested  and shall be payable  whether  the Bank or  Company  require  any
services to be performed under the provisions of paragraph 1 hereof.




<PAGE>



The Consultant  shall also  participate  in all  retirement,  welfare,  life and
health  insurance,  and other  benefit  plans to  include  vacation  accrual  or
programs of the Bank to the extent  allowable for a Consultant  under the Bank's
plans, with the exception of any stock option plans, now or hereafter applicable
to those  classes of employees  which  include  senior  executives  of the Bank;
provided  (i) that  during any period  during  the Term that the  Consultant  is
subject to a disability,  meaning the  inability of  Consultant  due to illness,
accident,  or any other physical or mental incapacity to fulfill her obligations
hereunder for a period of ninety (90)  consecutive days during the terms hereof,
the amount of Consultant's  compensation under Section 4 hereof shall be reduced
by the sum of the amounts,  if any, paid to the  Consultant  for the same period
under any disability benefit or pension plan of the Bank or the Company.

5. Expense  Allowance.  Consultant shall be provided an expense allowance of One
Thousand Two Hundred Fifty & 00/100 Dollars  ($1,250.00)  per month to cover her
expenses in promoting  the  business of the Bank and Company  during the term of
the Consulting Agreement.

6.  Confidential  Nature of Services.  Consultant  will not, during or after the
Term,  divulge  to  anyone  other  than the  Board of  Directors  of the Bank or
Company,  or their  designees,  except as  necessary in the  performance  of the
Services,  or make any use of, any  information  or  knowledge  relating  to the
Services and/or the Bank or Company which shall have been obtained by Consultant
during the term of this  Agreement  and which  shall not be  generally  known or
recognized as standard practice to anyone in the Bank or Company's businesses.

7. Reports of Work. Consultant shall submit reports to the Board of Directors of
the Bank and Company,  upon their reasonable  request therefor,  of all Services
performed by Consultant and the results or findings  thereof.  Consultant  shall
from time to time at the Bank or Company's  request,  and in all events upon the
expiration  of the Term,  deliver to the Bank or Company all working  papers and
other documents and materials that have been prepared or developed by Consultant
or made available to Consultant in connection with the Services.

8. Nature of  Relationship.  It is understood  that in  performing  the Services
Consultant is acting as an  independent  Consultant and contractor and not as an
employee,  agent or representative  of the Bank or Company,  and as such will be
responsible  for  reporting  and paying any federal and state taxes owing on the
Fees paid.  Consultant shall not take any action, unless expressly authorized in
writing by the Board of  Directors  of the Bank or  Company,  as an agent of the
Bank or Company or enter into any  agreements  or incur any  obligations  on the
Bank or Company's behalf or commit it in any manner whatsoever.

9. Amendment.  No modification,  amendment,  addition to, or termination of this
Agreement,  nor waiver of any of its  provisions,  shall be valid or enforceable
unless in writing and signed by both parties.

10.  Notices.  All notices under this Agreement shall be in writing and shall be
served by personal  service,  or registered or certified  mail,  return  receipt
requested.
Notice by mail shall be addressed to each party as follows:

                            To Bank: The Heritage Bank
                                     Attn: Board of Directors
                                     1313 Dolley Madison Boulevard
                                     McLean, Virginia 22101


<PAGE>
                             To Company:  Heritage Bancorp, Inc.
                                          Attn: Harold E. Lieding, Chairman
                                          1313 Dolley Madison Boulevard
                                          McLean, VA 22101

                              To Consultant:  Terrie G Spiro
                                              105 Follin Lane S.E.
                                              Vienna, Virginia 22180

 .
11.  Governing  Law.  This  Agreement  shall  be  governed  by the  laws  of the
Commonwealth  of Virginia.  12.  Severability.  In the event that any  portions,
articles,  or sections of this Agreement are rendered invalid by the decision of
any  court  or by the  enactment  of any  law,  ordinance  or  regulation,  such
portion(s),  article(s) or section(s) of this  Agreement  will be deemed to have
never been included  herein and the balance of this Agreement  shall continue in
effect in accordance with it terms.

13. Entire  Agreement.  This document  contains the entire Agreement between the
parties with respect to the  performance  by Consultant of consulting  duties on
behalf of the Company.

WITNESS the following signatures as of the day and year first above written.

CONSULTANT:
-------------------------
Date 5/3/99
Terrie G. Spiro


BANK:

THE HERITAGE BANK
---------------------
By:  Harold E. Lieding
    George P. Shafran
Date 5/3/99


COMPANY:

HERITAGE BANCORP, INC.
---------------------
By: Harold E. Lieding
    George P. Shafran
Date 5/3/99



<PAGE>
                                    AGREEMENT

    THIS AGREEMENT entered into this _3rd___ day of May, 1999 by and between THE
HERITAGE BANK, HERITAGE BANCORP, INC. and TERRIE G. SPIRO.
     WHEREAS,  the  parties  have  agreed on all terms of a proposed  Employment
Agreement in accordance with attached Exhibit A; and
     WHEREAS,  the parties intend to execute such Employment  Agreement provided
Ms.  Spiro   successfully   removes  any  covenants  not  to  compete  or  other
restrictions   which  would  inhibit  her  from  executing  and  performing  the
Employment Agreement.
     NOW  THEREFORE,  for good  and  valuable  consideration,  the  receipt  and
sufficiency  which  is  expressly  acknowledged,  the  parties  hereto  agree as
follows:

1. It is expressly agreed and understood that the Employment  Agreement attached
hereto as Exhibit A shall be executed by all  parties  within  three days of the
time that Terrie G. Spiro is relieved of any and all  covenants  not to compete,
or any other  restraints  inhibiting  her  ability to execute  and  perform  the
Employment Agreement.

2. Terrie G. Spiro agrees to promptly notify The Heritage Bank of her ability to
execute and perform the Employment  Agreement and will provide The Heritage Bank
with written  evidence of the removal or expiration of such impediments upon her
receipt thereof.

3. In the event  Terrie G. Spiro is not in a position to legally able to execute
and perform the  Employment  Agreement  in  accordance  with  paragraph 1 above,
within 160 days of the date of this Agreement, then at the sole option of either
Heritage Bank or Heritage Bancorp, Inc., this Agreement may be declared null and
void , at which time neither party will have any  liability or obligation  under
this Agreement or the Employment Agreement.

4. The parties  agree that their  Agreement of March 26___,  1999 is hereby null
and void and superceded by this Agreement.


WITNESS THE FOLLOWING SIGNATURES AND SEALS.




THE HERITAGE BANK
---------
By: Harold E. Lieding
   George P. Shafran [SEAL]
Date 5/3/99

HERITAGE BANCORP, INC.
---------
By: Harold E. Lieding
   George P. Shafran [SEAL]
Date 5/3/99


____________________[SEAL]
Date 5/3/99
Terrie G. Spiro


<PAGE>
                              EMPLOYMENT AGREEMENT

     THIS  EMPLOYMENT  AGREEMENT  (this  "Agreement")  is  made  by and  between
HERITAGE BANK (the "Bank"), HERITAGE BANCORP, INC. (the "Company") and TERRIE G.
SPIRO (the "Executive") this        day of October, 1999.

                              W I T N E S S E T H :

     WHEREAS,  the  Bank  and  the  Company  wish to  employ  the  Executive  as
President,  Chief Executive  Officer and to elect her to their respective Boards
of Directors; and

     WHEREAS,  the Board of  Directors  of the Bank (the "Bank  Board")  and the
Board of Directors of the Company (the  "Company  Board")  desire to provide for
the  employment of the Executive  and to establish  terms and  conditions of the
Executive's  employment  which  the  Bank  Board  and  the  Company  Board  have
determined  will  encourage the  dedication of the Executive to the Bank and the
Company and will  promote the best  interests  of the Bank,  the Company and its
stockholders.


     WHEREAS,  the  Executive  is  willing  to be  employed  by the Bank and the
Company on the terms and conditions herein provided.

     NOW,  THEREFORE,  in consideration  of the foregoing,  the mutual covenants
contained herein, the recitals set forth above, which are hereby incorporated by
reference  herein,  and other good and valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged,  the parties hereto,  intending to
be legally bound, hereby agree as follows:

1.  Employment.
  The Bank and the Company shall employ the Executive,  and the Executive  shall
serve the Bank and the Company, as President and Chief Executive Officer ("CEO")
upon the terms and conditions set forth herein.  The Executive  shall be elected
to the Bank Board and to

 the Company  Board and shall  serve on all  appropriate  committees  thereof as
designated by the respective  Boards.  Should Executive's  employment  hereunder
terminate for any reason whatsoever, she will immediately resign from such Board
of Directors.  The  Executive  shall have such  authority  and  responsibilities
consistent  with her  position  and which may be set forth in the  Bank's or the
Company's Bylaws or assigned by the Bank Board or the Company Board from time to
time. The Executive  shall devote her full business time,  attention,  skill and
efforts to the  performance  of her duties  hereunder,  except during periods of
illness or periods of  vacation  and  leaves of  absence,  consistent  with Bank
and/or Company policy. The Executive may devote reasonable periods to service as
a director  or advisor  to other  organizations,  to  charitable  and  community
activities,  and to  managing  her  personal  investments,  provided  that  such
activities  do not  materially  interfere  with the  performance  of her  duties
hereunder  and are not in  conflict  or  competitive  with,  or adverse  to, the
interests of the Bank and the Company.

2.  Term.
Unless earlier terminated as provided herein,  the Executive's  employment under
this  Agreement  shall be for an initial term (the "Initial  Term") of three (3)
years,  commencing  as of  October  , 1999 and  terminating  on  October , 2002;
provided,  however,  this  Agreement  shall be  automatically  renewed after the
Initial Term for  additional  terms of two (2) years  ("Renewal  Terms")  unless
either party gives the other written  notice of  non-renewal  not later than six
(6) months prior to the expiration of the Initial Term or any Renewal Term.


<PAGE>

3.  Compensation and Benefits.

    3.1 Base Compensation. The Bank shall pay the Executive a base annual salary
("Base  Compensation")  at a rate of One  Hundred  Twenty  Thousand  and  No/100
Dollars  ($120,000.00)  per annum commencing  October , 1999, in accordance with
the salary payment practices of the Bank. The Bank Board (upon recommendation of
its Compensation  Committee)  shall review the Executive's Base  Compensation at
least annually  commencing  for calendar year 2002 and each year  thereafter and
may increase (but shall not decrease) the  Executive's  Base  Compensation if it
determines in its sole  discretion  that an increase is  appropriate.  In making
such determination, the Bank Board shall review peer group CEO compensation, and
such  other  factors as the  parties  may agree  upon;  provided  however,  Base
Compensation  shall be increased by at least the Consumer  Price Index.  As used
herein,  the Term "Consumer Price Index" shall mean the "United States Bureau of
Labor  Statistics,  Consumer  Price Index for Urban Wage  Earners  and  Clerical
Workers" all items,  Washington,  D.C.  standard  Metropolitan  Statistical Area
Average (1982-1984 = 100.00) CPI-W, and any revisions of or substitutes for that
Index.  No  additional  compensation  shall  be  paid to the  Executive  for her
employment by the Company except as set forth herein.


    3.2 Short Term  Performance  Bonus.  Provided the Bank achieves  appropriate
regulatory  ratings for safety and soundness,  and based upon the performance of
the Bank in  relation  to targets  for annual net  profit  after  provision  for
federal and state income taxes as set forth in the Bank's  year-end  Call report
opposite  the  caption  "Net  Income"  on line  12 and  excluding  (i) tax  loss
carryforward  benefits  and (ii) all other real estate  properties  owned as the
result of foreclosure  or conveyance in lieu of foreclosure  held by the Bank or
Company at the time this  Agreement is executed  regardless  of the  disposition
dates of such properties  ("Profits")  and asset growth  established by the Bank
Board  annually,  in  consultation  with the Executive,  the Executive  shall be
entitled to receive a short term  performance  bonus  ("Short  Term  Performance
Bonus"),  in cash, as a percentage of Base  Compensation,  payable within thirty
(30) days after the completion of the year-end financial  statements.  The Short
Term Performance  Bonus shall be pro-rated for the portion of the year Executive
is employed for any year in which Executive is not employed through the last day
of such year.  The 1999 targets for Profits and asset growth are set forth below
and shall be applied to the entire 1999  calendar  year as though the  Executive
had been employed for the entirety of such year. These targets shall be reviewed
and  adjusted  annually  by the Bank Board in  consultation  with the  Executive
following receipt of the year-end financial  statement.  Profit growth and asset
growth shall each carry a fifty percent (50%) weighted value and a percentage of
salary payout prorated on the basis of the percentage of performance level based
upon a Profit achieved of Six Hundred Thousand and No/100 Dollars  ($600,000.00)
as a 1999  base  performance  goal  of  (100%),  and an  asset  growth  base  of
Sixty-Seven Million and No/100 Dollars ($67,000,000.00) as the 1999 asset growth
goal. The 1999 Short Term Bonus shall be computed as follows

Performance     Achieved Payout      Profit Achieved     Asset Growth Achieved

   90%                10%              $540,000.00           $60,300,000.00
  100%                15%               600,000.00            67,000,000.00
  110%                20%               660,000.00            73,700,000.00
  125%                30%               750,000.00            83,750,000.00
  140%                40%               840,000.00            93,800,000.00
  155%                50%               930,000.00           103,850,000.00
  170%                60%             1,020,000.00           112,500,000.00


For each one and one-half  percent (1 1/2%) of  Performance  Achieved  above one
hundred seventy percent (170%), Payout shall be increased by one percent (1%).

For  example,  if Base  Compensation  for a given  year  is One  Hundred  Twenty
Thousand and No/100 Dollars ($120,000.00) and the Executive's  performance level
is one  hundred  percent  (100%) of asset  growth  achieved  and one hundred ten
percent (110%) of Profit  achieved,  the Short Term  Performance  Bonus would be
Twenty-One Thousand and No/100 Dollars ($21,000.00) calculated as follows:

              Target Base     Compensation     Weight     Payout     Bonus
              -----------     ------------     ------     ------     -----

              Asset Growth    $120,000.00 X     .5 X       15%=    $ 9,000.00

              Earnings         120,000.00 X     .5 X       20%=     12,000.00
                                                                    ---------
                     Total Bonus                                   $21,000.00

     3.3 Long Term Performance Bonus - Stock Options. Provided the Bank achieves
appropriate  regulatory  ratings  for safety and  soundness,  and based upon the
performance  of the Bank in relation to targets for  earnings  and asset  growth
established by the Bank Board, annually, in consultation with the Executive, the
Executive  shall be entitled  to receive  long term  performance  bonus of stock
options  ("Long  Term  Performance  Bonus"),  for  a  dollar  amount  of  shares
calculated as a percentage  of Base  Compensation,  to be awarded  within thirty
(30) days after the completion of the year-end  financial  statements.  The Long
Term  Performance  Bonus shall be prorated  for the portion of the year that the
Executive  is  employed  for any year in which  the  Executive  is not  employed
through the last day of such year.  The 1999 targets for Profit and asset growth
are set forth  below and shall be applied to the entire  1999  calendar  year as
though the  Executive  had been  employed for the  entirety of such year.  These
targets  shall  be  reviewed  and  adjusted   annually  by  the  Bank  Board  in
consultation  with the  Executive  following  receipt of the year-end  financial
statements.  Profit  growth and asset  growth  shall each carry a fifty  percent
(50%)  weighted  value  and  the  payout  being  prorated  on the  basis  of the
percentage of performance level achieved as set forth in Paragraph 3.2. The 1999
Long Term Bonus shall be computed as follows:

                     Performance Level Payout Percentage

                 90%                                      25%
                100%                                      50%
                110%                                      75%
                125%                                     100%
                140%                                     125%
                155%                                     150%
               170%                                     175%

For each one and  one-half  percent (1 1/2%) of  increase in  performance  level
above one hundred seventy percent (170%),  the Payout  Percentage shall increase
two and one-half percent (2 1/2%).

Such stock  options  shall  constitute  incentive  stock  options  defined under
Section 422 of the Internal  Revenue Code of 1986, as amended (the "Code"),  and
shall be issued under the Employee  Incentive Stock Option Plan, as amended,  or
any  successor  stock option plan or plans (the  "Plan"),  at an exercise  price
equal to the fair market value of the  underlying  shares of the issuance  date,
under terms and conditions  substantially  in the form of the Stock Option Grant
Agreement attached hereto as Exhibit "A".

For example, if Base Compensation for a year is One Hundred Twenty Thousand and
No/100  Dollars  ($120,000.00)  and at the time of the  award  the  price of the
shares of common  stock is Five and No/100  Dollars  ($5.00) per share,  and the
Executive's performance level was one hundred percent (100%) of asset growth and
one hundred ten percent (110%) of Profit growth, the Long Term Performance Bonus
would be an award of the option to purchase Fifteen Thousand  (15,000) shares at
Five and No/100 Dollars ($5.00) per share, calculated as follows:
                                             Payout
  Target        Base Compensation     Percentage      Weight       Bonus
  ------        -----------------     ----------      ------       -----

Asset Growth      $120,000.00 X        .50  X          .5  =     $30,000.00
Earnings           120,000.00 X        .75  X          .5  =      45,000.00
                                                                  ---------
Total                                                            $75,000.00

Total: $75,000.00 / $5.00 per share = 15,000 option shares


    3.4 Grant of Option Upon Execution.  Upon execution of this  Agreement,  the
Company shall grant to the Executive an option ("Execution  Option") to purchase
five  thousand  (5,000)  shares of stock of the Company at an exercise  price of
fair market value as of the date of execution.  The Execution  Option shall vest
immediately  as to one  hundred  percent  (100%) of the  shares  subject to such
Option.  Such stock option shall constitute an incentive stock option under Code
Section  422, if the  exercise  price equals or exceeds the fair market value of
the underlying  shares at the issuance date, and shall be issued under the Plan,
as amended as of the issuance date, under the terms and conditions  contained in
the stock  Heritage  Bank Employee  Incentive  Stock Option  attached  hereto as
Exhibit "A",  which shall be executed by the Company and the Executive as of the
date of the execution of this Agreement

Executive  shall also receive a signing bonus equal to eight  thousand times the
increase in the per share fair market value of Company  common stock from May 3,
1999 to October 1, 1999. For example,  if in the time period between May 3, 1999
and October 1, 1999 the per share market value increased ten cents,  Executive's
bonus would be $800.00.

     3.5 Grant of Option  Vesting.  Upon the  execution of this  Agreement,  the
Company shall grant to the Executive an additional option ("Anniversary Option")
to purchase three thousand (3,000) shares of stock of the Company at an exercise
price of fair market value as of the date of the  execution  of this  Agreement.
The  Anniversary  Option shall vest upon such first  anniversary  of Executive's
employment  as to one  hundred  percent  (100%) of the  shares  subject  to such
Option.  Such stock option shall constitute an incentive stock option under Code
Section  422, if the  exercise  price equals or exceeds the fair market value of
the underlying  shares at the issuance date, and shall be issued under the Plan,
as amended as of the issuance date, under the terms and conditions  contained in
the stock  Heritage  Bank Employee  Incentive  Stock Option  attached  hereto as
Exhibit "B",  which shall be executed by the Company and the Executive as of the
date of the execution of this Agreement

     3.6 Bonus Targets.  For the period of January 1, 1999, through December 31,
1999, the budgetary goals for earnings and asset growth in conjunction  with the
bonus to be paid to the  Executive  at the end of the  fiscal  year shall be the
goals  heretofore  established  by the Bank for that  period  and  reflected  in
Paragraph  3.2  above.  For the fiscal  years  commencing  January 1, 2000,  and
thereafter,  the  targets to be used shall be  established  by the Bank Board in
consultation  with the  Executive  and  shall be  computed  in  accordance  with
Paragraphs  3.2 and 3.3. Such goals shall be established in the first quarter of
each year and shall in all cases reflect  earnings and growth goals for the full
calendar year.

    3.7 Other Benefit Plans. The Executive shall  participate in all retirement,
welfare,  life and health insurance,  and other benefit plans or programs of the
Bank now or hereafter  applicable to the  Executive or  applicable  generally to
employees of the Bank or to a class of employees that includes senior executives
of the Bank;  provided  (i) that  during  any  period  during  the Term that the
Executive is subject to a disability (as defined in Paragraph 4.1.2), the amount
of the Executive's compensation provided under this Paragraph 3 shall be reduced
by the sum of the amounts,  if any,  paid to the  Executive  for the same period
under any  disability  benefit or pension plan of the Bank or the  Company;  and
(ii) that the  Executive's  participation  in the Plan  shall be  limited to the
participation  set forth in Paragraphs 3.4 and 3.5, unless otherwise  determined
by the Bank Board and/or the Company Board.

     3.8 Executive  Expenses.  The Bank shall provide to the Executive an annual
executive expense  allowance to be applied to Executive's  expenses as President
and CEO of the Bank and  Company in the amount of  Fifteen  Thousand  and No/100
Dollars  ($15,000.00)  to cover such costs as the business use of an  automobile
owned or leased by the Executive, country club dues of the Executive, disability
insurance and other expenditures as may be reasonably appropriate for one in the
Executive's position.

    3.9 Club  Initiation  Fee. The Bank shall  reimburse  the  Executive for her
final  initiation  fee for  membership,  in the name of  Executive,  in Westwood
Country Club, not to exceed Six Thousand and No/100 Dollars ($6,000.00).
    .
    3.10 Expense  Reimbursement.  The Bank shall  reimburse  the  Executive  for
travel,  seminar, and other expenses related to the Executive's duties which are
incurred and  accounted  for in  accordance  with the historic  practices of the
Bank.

    3.11 Vacation.  The Executive  shall be entitled to twenty (20) working days
of vacation in each year of her employment.

     4.     Termination.

     4.1 The Executive's employment under this Agreement may be terminated prior
to the end of the Initial Term or any Renewal Term for any of the following:

    4.1.1  Upon the death of the Executive.

    4.1.2 By the Bank due to the  disability of the Executive upon delivery of a
Notice of Termination  (as defined in Paragraph  4.2) to the Executive.  As used
herein,  "Disability" shall mean the inability of the Executive, due to illness,
accident, or any other physical or mental incapacity, to fulfill her obligations
hereunder for a period of ninety (90) consecutive days during the term hereof.

     4.1.3 The Bank or the  Company  may,  by written  notice to the  Executive,
immediately  terminate her employment at any time for Just Cause.  The Executive
shall have no right to receive  compensation  or other  benefits  for any period
after  termination  for Just  Cause.  Termination  for "Just  Cause"  shall mean
termination  because of, in the good faith  determination  of the Company  Board
and/or the Bank Board, the Executive's personal dishonesty,  breach of fiduciary
duty  involving  personal  profit,  willful  failure to perform  stated  duties,
repeated  refusal to carry out the written  directions  of the Bank Board or the
Company  Board,  willful  violation of any law, rule or  regulation  (other than
traffic violations or similar minor offenses),  final cease-and-desist order, or
material breach of any provision of this Agreement. No act or failure to act, on
the  Executive's  part,  shall be considered  "willful"  unless she has acted or
failed to act with an absence of good faith and without a reasonable belief that
the  action or  failure to act was in the best  interest  of the  Company or the
Bank.  Notwithstanding the foregoing,  the Executive shall not be deemed to have
been  terminated  for Just Cause unless  there shall have been  delivered to the
Executive  a copy of a  resolution  duly  adopted by the  affirmative  vote of a
majority  of either  the  Company  Board or the Bank  Board at a meeting of such
Board called and held for such purpose (after reasonable notice to the Executive
and an  opportunity  for the  Executive to be heard before such Board),  finding
that,  in the good faith  opinion of such  Board,  the  Executive  was guilty of
conduct  constituting  Just  Cause and  specifying  the  particulars  thereof in
detail.

    4.1.4 By the Bank or the  Company,  at any time,  in their  sole  discretion
without  Just Cause,  upon  delivery of a Notice of  Termination  (as defined in
paragraph 4.2) to the Executive.  No Notice of Termination  shall be given under
this paragraph unless there shall have been a majority vote of the Company Board
or the Bank Board  approving  such action at a meeting of such Board  called and
held for that purpose.

     4.1.5 By the Executive for Just Cause by delivering a Notice of Termination
(as hereinafter defined in paragraph 4.2) stating with particularity the reasons
for the  giving of the  Notice of  Termination.  Upon  receipt  of the Notice of
Termination under this Paragraph 4.1.5, the Bank and/or the Company shall have a
thirty (30) day period within which to cure the  circumstances  set forth in the
Notice of Termination  given by the Executive.  As used in this Paragraph 4.1.5,
Just Cause shall mean the  occurrence of any of the  following  events that have
not  been  consented  to in  writing  by  the  Executive  in  advance:  (i)  the
requirement  that the  Executive  move her  personal  residence  or perform  her
principal executive functions, more than thirty-five (35) miles from her primary
office;  (ii) the  assignment  to the  Executive of duties and  responsibilities
materially  different  from  those  normally  associated  with her  position  as
referenced  in  Paragraph  1 hereof;  (iii) a failure to elect or  re-elect  the
Executive to the Bank Board or the Company Board; or (iv) a material  diminution
or  reduction  in  the  Executive's  responsibilities  or  authority  (including
reporting responsibilities) in connection with her employment with the Bank.

     4.2 "Notice of Termination" shall mean a written notice of termination from
the Bank or the  Executive  which  specifies an effective  date of  termination,
indicates the specific termination  provision in this Agreement relied upon, and
sets forth in reasonable detail the facts and circumstances claimed to provide a
basis for  termination  of the  Executive's  employment  under the  provision so
indicated.  A Notice of  Termination  by the Bank  without  Just Cause  shall be
sufficient  if it states  that the  termination  is without  Just Cause  without
further detail.

     4.3  "Termination  Date" shall mean, in the case of the Executive's  death,
her date of  death,  or the date  upon  which the  employment  of the  Executive
ceases.

    4.4 If the Executive's  employment with the Bank and/or the Company shall be
terminated  during the Term (i) by reason of the  Executive's  death; or (ii) by
the Bank and/or the Company for Disability or Just Cause,  the Bank shall pay to
the  Executive  (or in the case of her death,  the  Executive's  estate)  within
fifteen (15) days after the  Termination  Date a lump sum cash payment  equal to
all Base  Compensation  earned through the Termination  Date. If the Termination
Date  occurs  before  Executive  has  received  any Short Term  and/or Long Term
Performance Bonuses to which she is entitled for any fiscal year pursuant to the
provisions of Paragraphs 3.2 and 3.3, then Executive shall also be paid the Long
Term and Short Term  Performance  Bonuses in accordance  with the  provisions of
Paragraphs  3.2 and 3.3 above.  Vested rights of the Executive  relating to such
matters as her 401(k) account, ESOP account, qualified pension plan and the like
shall not be affected by such termination, but shall be governed by the terms of
such plans and accounts.

    4.5 If the Executive's  employment with the Bank and/or the Company shall be
terminated  by the Bank  and/or the  Company  without  Just Cause  (pursuant  to
paragraph 4.1.4), the Executive shall be entitled to the following:

     4.5.1 The Bank  and/or  the  Company  shall pay the  Executive  (i) in cash
within  fifteen  (15) days after  Termination  Date an amount  equal to all Base
Compensation earned through the Termination Date; and (ii) in the event that the
Termination Date occurs before Executive has received any Short Term and/or Long
Term Performance  Bonuses to which she is entitled for that fiscal year pursuant
to the provisions of Paragraphs  3.2 and 3.3, then Executive  shall also be paid
the Long  Term  and  Short  Term  Performance  Bonuses  in  accordance  with the
provisions of Paragraphs 3.2 and 3.3 above.

    4.5.2 For the period (the  "Continuation  Period") from the Termination Date
through the end of the  Initial  Term or Renewal  Term,  the Bank or the Company
shall pay to the  Executive in cash at the end of each regular pay period of the
Bank,  an  amount  equal to the Base  Compensation  to which  the  Executive  is
entitled pursuant to Paragraph 3.1 above;  provided,  however, in no event shall
Executive  be paid  under  this  subsection  for a period  of less than nine (9)
months.

     4.5.3 The Bank shall, at its expense,  continue for the Continuation Period
on behalf of the Executive and her  dependents the life  insurance,  disability,
medical, dental and hospitalization benefits provided to the Executive as of the
Termination  Date on the  same  basis as such  benefits  are  provided  to other
similarly situated  executives who continue in the employ of the bank during the
Continuation Period. The coverage and benefits (including deductibles and costs)
provided in this Paragraph 4.5.3 during the Continuation Period shall be no less
favorable  to the  Executive  and her  dependents  and  beneficiaries  than  the
benefits available to Executive as of the Termination Date and shall provide for
Executive's  automobile  expenses,  office and phone  expenses and  outplacement
services. The Bank's obligation hereunder with respect to the foregoing benefits
shall be limited to the extent  that the  Executive  obtains  any such  benefits
pursuant to a subsequent  employer's  benefit plans,  in which case the Bank may
reduce the  coverage of any  benefits  it is  required to provide the  Executive
hereunder  as long as the  appropriate  coverages  and  benefits of the combined
benefit  plans is no less  favorable to the  Executive  than the  coverages  and
benefits required to be provided hereunder.

     4.5.4 The  Executive  shall not be required  to mitigate  the amount of any
payment  provided for in this Agreement by seeking other employment or otherwise
and no such payment shall be offset or reduced by the amount of any compensation
or benefits  provided to the Executive in any  subsequent  employment  except as
provided in Paragraph 4.5.3.

     4.6 The severance pay and benefits  provided for in this  Paragraph 4 shall
be in lieu of any other  severance or termination pay to which the Executive may
be entitled under any Bank severance or termination plan,  program,  practice or
arrangement,  except that termination of Executive's employment by the Executive
after the occurrence of a Change in Control,  as hereinafter  defined,  shall be
covered  by the  provisions  of  Paragraph  5 below and the  provisions  of this
Paragraph 4 shall not apply.

    4.7 In the event that the Executive terminates this Agreement for Just Cause
pursuant to Paragraph  4.1.5,  she shall be entitled to be paid by the Bank,  in
cash at the end of each  regular pay period of the Bank,  an amount equal to the
Base  Compensation to which the Executive is entitled  pursuant to Paragraph 3.1
above;  provided,  however,  in no event  shall  Executive  be paid  under  this
subsection for a period of less than nine (9) months.

    4.8 This Agreement shall terminate  immediately without further liability or
obligation of the Bank or the Company to the Executive (i) if the Bank is closed
or  taken  over by the  Office  of the  Comptroller  of the  Currency  or  other
supervisory authority,  including the Federal Deposit Insurance Corporation;  or
(ii) if any such  supervisory  authority  should  exercise  its cease and desist
powers to remove the Executive from office.

     4.9 To the extent any  provision  of this  Agreement,  with  respect to the
Executive's  employee stock options,  is inconsistent  with the Heritage Bancorp
Employee's  Incentive  Stock  Option  Plan,  the  provisions  of such plan shall
prevail.

    5.  Change in Control Provisions.

    5.l Definitions.  For purposes of this provision,  the following terms shall
have the following meanings:

     5.1.1 "Base  Amount" shall mean the amount of the  Executive's  annual Base
Compensation at the rate in effect immediately prior to the Change in Control.

     5.1.2  "Bonus  Amount"  shall  mean  the  most  recent  annual  Short  Term
Performance  Bonus paid or payable to the  Executive  for the full  fiscal  year
ended prior to the fiscal year during which a Change in Control occurred.

     5.1.3  "Change in Control" as used herein  shall mean any of the  following
events occurring after May 3, 1999:

    (A) When the Company or the Bank acquires  actual  knowledge that any person
(as such term is used in sections 13(d) and 14(d)(2) of the Securities  Exchange
Act of  1934  (the  "Exchange  Act")),  other  than  an  employee  benefit  plan
established  or  maintained  by the  Company  or the  Bank,  is or  becomes  the
beneficial  owner (as  defined in Rule 13d-3 of the  Exchange  Act)  directly or
indirectly,  or record owner of  securities of the Company  representing  50% or
more of the combined voting power of the Company's then outstanding securities;

    (B) Upon the  purchase  of more than fifty  percent  (50%) of the  Company's
common  stock  pursuant  to a tender or exchange  offer  (other than a tender or
exchange  offer made by the Company or an employee  benefit plan  established or
maintained by the Company or the Bank);

    (C) Upon the  approval  by the  Company's  stockholders  of: (i) a merger or
consolidation  of the Company  with or into  another  corporation  (other than a
merger or  consolidation  the  definitive  agreement for which  provides that at
least   two-thirds  (2/3)  of  the  directors  of  the  surviving  or  resulting
corporation  immediately  after the  transaction  are to be  Directors  who were
serving prior to the execution of such definitive agreement);  or (ii) a sale or
disposition of all or substantially all of the Company's assets;

    (D) If during any period of two  consecutive  years,  individuals who at the
beginning of such period constitute the Board of Directors of either the Company
or the Bank (the "Continuing  Directors")  cease for any reason to constitute at
least a majority thereof;

    (E) Upon a sale of (i)  common  stock of the  Bank if  after  such  sale any
person (as defined  above),  other than the Company or an employee  benefit plan
established  or  maintained  by the Company or the Bank,  owns a majority of the
Bank's common stock or (ii) all or substantially all of the Bank's assets; or

    (F) Any other  agreement,  happening or device which has  substantially  the
same effect on control of the Company or the Bank as any of the foregoing.

     5.2 Upon the  occurrence of a Change in Control of the Bank or the Company,
the Executive may  voluntarily  terminate her  employment  under this  Agreement
within six (6) months  following  a Change in Control of the Company or the Bank
by giving Notice of Termination and the Executive shall thereupon be entitled to
receive an amount equal to 2.99  multiplied by the  Executive's  Base Amount and
Bonus  Amount,  provided,  however,  such payment shall be reduced to the extent
necessary to eliminate the  imposition of any taxes under code Sections 280G and
4999 to such  payment,  if the amount of such  payment  thereby  received by the
Executive  on an after tax basis would be higher than the amount of such payment
the  Executive  would  otherwise  receive on an after tax basis had no reduction
occurred. In the event that the Executive is entitled to any payments under this
Paragraph  5.2 and has already  received any payments  under the  provisions  of
Paragraph 4.5, such payments already received shall be deducted from any payment
due under this  Paragraph  5.2. Upon an election to receive  payments under this
Section 5.2, the Executive  shall not be entitled to receive any payments  under
Paragraph 4.


     5.3 Any  payments  made to the  Executive  pursuant to this  Agreement,  or
otherwise,  are subject to and conditioned  upon their compliance with 12 U.S.C.
1828(k) and any regulations promulgated thereunder.


     6. Trade Secrets; Covenant Not to Compete.

     6.1 The Executive shall not, at any time, either during the Initial Term or
any  Renewal  Term or after the  Termination  Date,  use or  disclose  any Trade
Secrets of the Bank, except in fulfillment of her duties as the Executive during
her  employment,  for so long as the pertinent  information or data remain Trade
Secrets,  whether or not the Trade  Secrets are in written or tangible  form. As
used herein, "Trade Secrets" shall mean any information, pattern, a compilation,
a program,  a device, a method,  a technique,  a drawing,  a process,  financial
data,  financial plans,  product plans,  information on customers,  or a list of
actual or potential  customers or suppliers,  which: (i) derives economic value,
actual or potential,  from not being  generally  known to, and not being readily
ascertainable  by proper means by, other persons who can obtain  economic  value
from  its  disclosure  or use,  and  (ii) is the  subject  of  efforts  that are
reasonable under the circumstances to maintain its secrecy.

    6.2 Upon termination of Executive's  employment hereunder,  by the Bank, the
Company  or the  Executive,  for  any  reason,  other  than  nonrenewal  of this
Agreement,  for a period  of six (6)  months  after  the  Termination  Date (the
"Non-Compete  Period"),  Executive  agrees  that she will not  engage in banking
activities  similar to those  engaged in by the Bank and the Company,  within an
area (the  "Territory")  comprised  of Fairfax,  Arlington,  Prince  William and
Loudoun Counties,  including the incorporated  cities situated therein,  and the
City of Alexandria in the  Commonwealth of Virginia.  In the event that the Bank
or the Company  opens or  acquires a location  for its  operations  in any other
jurisdiction,  the county or the District of Columbia in which such  location is
opened or  acquired  shall be added to the  Territory.  During  the  Non-Compete
Period,  Executive  further  agrees  that she will not  directly  or  indirectly
solicit or provide banking services to customers of the Bank or the Company.

     7.  Successors; Binding Agreement.

     7.1 This Agreement  shall be binding upon and shall inure to the benefit of
the Bank,  their  successors  and  assigns  and the  Company  and the Bank shall
require any successors and assigns to expressly assume and agree to perform this
Agreement  in the same  manner  and to the same  extent  that the Bank  would be
required to perform if no such succession or assignment had taken place.

     7.2 Neither this  Agreement  nor any right or interest  hereunder  shall be
assignable  or  transferable  by  the  Executive,  her  beneficiaries  or  legal
representatives, except by will or by the laws of descent and distribution. This
Agreement  shall inure to the benefit of and be enforceable  by the  Executive's
legal personal representative.
     .
     8.  Notice.  For the  purposes  of this  Agreement,  notices  and all other
communications   provided  for  in  the  Agreement   (including  the  Notice  of
Termination)  shall be in  writing  and shall be deemed to have been duly  given
when personally  delivered or sent by certified mail, return receipt  requested,
postage prepaid, addressed as follows:

If to Company:
Heritage Bancorp, Inc.
Attention: Harold E. Lieding, Chairman
1313 Dolley Madison Blvd.
McLean, VA 22101

If to Bank:
The Heritage Bank
Attention: Board of Directors
1313 Dolley Madison Blvd.
McLean, VA 22101

If to Executive:
Terrie G. Spiro
105 Follin Lane, S.E.
Vienna, VA 22180

Any party to this  Agreement  may change such  address for notices by sending to
the parties to this Agreement  written notice of a new address for such purpose.
All notices and communications shall be deemed to have been received on the date
of delivery thereof.

    9. Settlement of Claims. The Company's and the Bank's obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder  shall  not be  affected  by  any  circumstances,  including,  without
limitation, any set-off, counterclaim,  recoupment, defense or other right which
the company or the Bank may have against the Executive or others. The Company or
the Bank may,  however,  withhold from any benefits payable under this Agreement
all federal,  state,  city, or other taxes as shall be required  pursuant to any
law or governmental regulation or ruling.

     10.  Modification and Waiver.
     No  provisions  of this  Agreement  may be modified,  waived or  discharged
unless such waiver, modification or discharge is agreed to in writing and signed
by the Executive, the Bank and the Company. No waiver by any party hereto at any
time of any  breach by the  other  party  hereto  of, or  compliance  with,  any
condition  or  provision  of this  Agreement to be performed by such other party
shall be deemed a waiver of similar or  dissimilar  provisions  or conditions at
the same or at any prior or subsequent time.

     11.  Governing Law.
     This  Agreement  shall  be  governed  by  and  construed  and  enforced  in
accordance with the laws of the  Commonwealth of Virginia  without giving effect
to the conflict of laws principles thereof.

    12.   Arbitration.
     Any  controversy  or claim arising out of or relating to this  Agreement or
the breach thereof, shall be settled by arbitration administered by the American
Arbitration   Association  under  its  National  Rules  for  the  Resolution  of
Employment  Disputes,  and judgment upon the award rendered by the arbitrator(s)
may be entered by any court having jurisdiction thereof.

WITNESS OUR HANDS AND SEALS as of the day above first written.

ATTEST:
BANK:

THE HERITAGE BANK



By:
Secretary
*SEAL*



ATTEST:
COMPANY:

HERITAGE BANCORP, INC.



By:

Secretary
*SEAL*


EXECUTIVE:


                                        [SEAL]
TERRIE G. SPIRO