Exhibit 10.5

         Lease between The Marathon Bank and the Lessor H.K. Benham III

         THIS LEASE, made in duplicate this 6th day of January, 1997, between H.
K. Benham, III, of the one part, hereinafter called the Lessor; and The Marathon
Bank, of the other part, hereinafter collectively called the Lessee.

         WITNESSETH: That for and in consideration of the rents and covenants
hereinafter set forth, the Lessor does hereby lease to the Lessee and the Lessee
does hereby lease from the Lessor, upon the terms and conditions hereinafter set
forth, the following property:

                    The Northern portion of the lot owned by
               the Lessor at Sunnyside on the South side of
               Route 522 North, just East of its intersection
               with Fox Drive and the West side of the
               entrance to the Sunnyside Plaza Shopping
               Center, containing a building and paved area
               adjacent to it, known as 1447 North Frederick
               Pike, more particularly described by Exhibit A
               attached hereto.


          1.  TERM OF LEASE:  The term of this lease shall begin on January 13,
1997 and shall terminate on December 31, 2006.

          2.  RENTAL:  The rent shall be One Thousand Seven Hundred Fifty
Dollars ($1,750.00) a month, payable on the 1st day of each month (the first
month's rent to be prorated).  The monthly


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rent shall be increased as follows:

                  YEAR                    MONTHLY RENT
                  ----                    ------------
                  1998                    $2,000.00
                  1999                    $2,250.00
                  2000 & 2001             $2,500.00
                  2002 - 2006             2 1/2% more than prior year
                  2007 - thereafter       $2,500.00 increased by the
                                           percentage increase in CPI
                                           from January 1, 2001 and
                                           January 1st of year rent



          3. CARE OF PREMISES: Lessee shall maintain the leased property,
including the building and the adjacent paved area, and the grassy area between
the paved area and Route 522 and the Sunnyside Plaza Shopping Center entrance
road, including but not limited to the plumbing, heating and cooling systems,
the electrical system, the hot water heater, the paved area, the exterior
painting of the building, the interior of the building and all windows and other
glass, in good repair and condition, normal wear and tear excepted. The Lessor
shall have no responsibility of maintenance and repair nor any responsibility
regarding the building other than the structural integrity of the roof and walls
of the building, including the repair and replacement, if necessary, of the roof
in the event of leaks.

             The Lessee shall return the building to the Lessor at the
termination of the lease in good and sound condition, normal

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wear and tear excepted.

          4.  REFUSE:  Lessee shall remove all refuse and garbage so as not to
permit an unreasonable accumulation thereof nor permit the leased property to
appear unsightly.

          5.  INSPECTION:  Lessor shall have the right to inspect the building
at all reasonable times.

          6. ALTERATIONS: Lessee shall not make any alterations or changes to
the building or the property without the written permission of the Lessor, which
will not be unreasonably withheld. However, during the first year of the lease,
the Lessee may make substantial changes to the building and to the property for
purposes of making improvements to the property so that it can be used for a
branch bank.

          7.  UTILITIES:  Lessee shall be responsible for the payment of all
utility costs applicable to the leased property during the term of this lease.

         8. TAXES: The Lessee shall pay the real estate taxes accessible against
the improvements to the property, either made by the Lessee or leased by the
Lessee, and two-thirds of the real estate taxes assessable against the land.
Presently the entire lot and the building being leased are all assessed as one
parcel, the taxes for 1996 being $1,740.00.

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         9.  INSURANCE AND WAIVER:

                  A. Lessee shall keep the building on the property insured
beginning January 7, 1997 to the extent of its full insurable value against loss
or damage by fire or other casualty, with the Lessor being named as the payee of
the policy.

                  B. Lessee shall indemnify and save Lessor harmless from and
against all loss, damage or claims for injuries or death suffered in, upon or
about the leased property, resulting from the negligence of the Lessee, its
agents or employees. Lessee shall provide for the mutual benefit of the Lessor
and the Lessee general public liability insurance upon the leased property, with
the Lessor named as an additional insured, which policy shall provide a minimum
coverage of Five Hundred Thousand Dollars ($500,000.00).

         10. DESTRUCTION OF PREMISES: If the building on the leased property
shall be damaged by fire or other casualty, Lessee shall terminate this lease or
shall repair said damage and if necessary replace said building so that same
will thereafter be in as good a condition as existing immediately prior to such
fire or other casualty. If Lessee repairs said damages or replaces said
building, upon completion of said

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repairs or replacement, Lessee shall be reimbursed by Lessor for Lessee's
expenses, to the extent Lessor has been paid under the fire insurance policy
listed under Paragraph 9 B above.

         11. Notices. Any notices or demands required or permitted by law or any
provisions of this lease shall be in writing, and if the same is to be served
upon Lessor or Lessee may be personally delivered to Lessor or my be deposited
in the United States mail, registered or certified with return receipt
requested, postage prepaid and addressed to Lessor, 21 South Loudoun Street,
Winchester, Virginia 22601, or to Lessee, 4095 Valley Pike, Winchester, Virginia
22602. Either party shall have the right to specify from time to time changes to
its address for purposes of this lease upon giving the other party ten (10) days
advance written notice of such change.

         12. If suit is brought to enforce any covenant of this lease or for the
breach of any covenant herein, the losing party shall pay the prevailing party a
reasonable attorney's fees, which will be fixed by the Court, plus Court costs.

         13.  Default.  If Lessee defaults in any of its obligations under this
agreement, including the payment of rent and all other amounts due under this
lease, and such failure shall continue for a period of ten (10) days after
written notice

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thereof is given by Lessor to Lessee, then the Lessor shall have the immediate
right to terminate this lease. If the lease is terminated, the rent for the
entire term shall become due and payable and the Lessee shall deliver possession
immediately of all the leased property to the Lessor.

                  If, on three (3) separate occasions, Lessor gives Lessee
written notice under this paragraph after Lessee is in default of its payment
under this lease, then Lessee shall not be entitled to said ten (10) day written
notice and any default in the payment of rent or other payments due hereunder
shall immediately grant Lessor the right to terminate this lease as set forth
above.

         14. BINDING AGREEMENT: This lease is binding upon and shall inure to
the benefit of the parties hereto and their heirs, executors, administrators,
successors, and assigns, as the case may be. This lease shall be subject to and
subordinate to all recorded deeds of trust and/or mortgages encumbering the
subject premises.

         15. This instrument contains all the agreements between the parties
hereto and may not be modified except by a writing signed by all of the parties
hereto.

         16.  WAIVER:  A waiver of the breach of any of the


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provisions of this lease shall not constitute waiver of any subsequent breaches.

         17. The Lessor covenants that he has the right to lease said property
to the Lessee; that the Lessee shall have quiet possession thereof, free from
all encumbrances; that the Lessor has done no act to encumber said property and
that the Lessor will execute such further assurances there of as may be
requisite.

         18. EXTENSION: This lease shall be automatically extended for two (2)
additional five (5) years terms, unless Lessee notifies the Lessor in writing at
least ninety (90) days prior to the termination of the then current lease that
it is not extending the lease. If extended, the lease shall be upon the same
terms and conditions set forth herein.

         19. FIRST RIGHT OF REFUSAL: Neither the Lessor nor any successor in
title to the Lessor shall sell the above described real estate without first
offering the property in writing to the Lessee upon certain terms and prices set
forth in the written notice. The Lessee shall have an option to purchase the
property for said price for a period of thirty (30) days after receiving notice.
If the Lessee does not exercise its option, Lessor shall have the right to sell
said property at said price


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and upon said terms for a period of ninety (90) days thereafter. If the property
is not so sold, the property will continue to be subject to this restriction.

         IN WITNESS WHEREOF, this lease agreement has been duly executed by the
parties hereto.

                                            ___________________________(SEAL)
                                            H. K. Benham, III - Lessor

                                            THE MARATHON BANK
                                             Lessee


                                            By_________________________(SEAL)




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