THIRD AMENDMENT TO
                            ASSET PURCHASE AGREEMENT

         THIS THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT  ("Amendment") is made
and entered into as of November __, 1999, by and among Mortgage Concepts,  Inc.,
a  Kentucky  corporation  ("Seller"),  William  P.  Everslage,  Jeffrey  D. Houk
(collectively  "Shareholders"),  Collateral One Mortgage Corporation, a Virginia
corporation ("Purchaser") and First Chesapeake Financial Corporation, a Virginia
corporation ("Financial").

         WHEREAS, Seller, Shareholders,  Purchaser and Financial have previously
entered  into  that  certain   Asset   Purchase   Agreement,   as  amended  (the
"Agreement"),  wherein the Purchaser has agreed to purchase substantially all of
the assets of Seller and certain related entities;

         WHEREAS, Seller, Shareholders,  Purchaser and Financial desire to amend
the Agreement in certain respects, all as hereinafter provided.

         NOW, THEREFORE,  in consideration of the foregoing Recitals, the mutual
covenants and  agreements  contained in this  Amendment,  and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  Seller,  Shareholders,  Purchaser and Financial  hereby amend the
Agreement as follows:

         1.  Section  2.1(b) of the  Agreement is deleted in its entirety and in
its place is substituted the following:

                  2.1 (b) on or before  November 11, 1999,  Purchaser  shall pay
Seller the sum of (i) Eight Hundred  Thousand Dollars  ($800,000.00);  plus (ii)
simple interest on the amount of $756,180  beginning October 9, 1999; less (iii)
simple  interest on the advances to Seller  totaling  $193,280  less  authorized
advances  thereunder in cash or cashier's  check or by wire transfer of funds to
an account  designated by Seller.  Interest  hereunder  shall be calculated at a
rate of twelve percent (12%) per annum.  Calculations  of the advances to Seller
and accrued interest amounts are included as Attachments A-1 to A3 of this Third
Amendment.

         2.  Section  2.1(c) of the  Agreement is deleted in its entirety and in
its place is substituted the following:

                  2.1 (c) (i) in January 2000, Purchaser shall issue that number
of  unregistered  shares of  Financial  common stock with a value of Two Hundred
Fifty Thousand  Dollars  ($250,000.00) as determined by the posted closing price
of Financial  stock as listed on the NASDAQ  Bulletin  Board on the date of this
Third Amendment.

                  2.1  (c)  (ii)  on or  before  the  tenth  day of  each  month
beginning in February 2000 and concluding in May 2000 Purchaser shall pay Seller
in cash,  certified or cashier's  check or by wire transfer the sum equal to 40%
of the net operating  profit for  Collateral  One Mortgage  Corporation  for the
preceding  month to an aggregate  amount of Two Hundred Six Thousand One Hundred
Eighty Dollars ($206,180.00). Any unpaid balance hereunder (the "Balloon Payment
Amount")  shall be added to and paid in accordance  with the amounts  payable in
May 2000 under Section 2.1. (c) (iii) hereof.

                  2.1. (c) (iii) on or before June 1, 2000,  Purchaser shall (1)
pay Seller in cash,  certified or cashier's check or by wire transfer the sum of
Four Hundred  Sixty Two Thousand  Five Hundred  Dollars  ($462,500.00)  plus any
Balloon Payment Amount, as adjusted pursuant to Section 2.2 below, and (2) shall
issue that number of unregistered  shares of Financial common stock with a value
of Two Hundred Forty Three Thousand Seven Hundred Fifty Dollars ($243,750.00) as
determined  by the  posted  closing  price of  Financial  stock as listed on the
NASDAQ  Bulletin  Board on the Closing  Date  ("Shares"),  adjusted  pursuant to
section 2.2 below (collectively,  the payments set forth in this section 2.1(c),
the "Final Payment").  Purchaser, in its sole and absolute discretion, may defer
payment of the Final  Payment  for a period of ninety  (90) days  following  the
Anniversary Date so that the adjustment set forth in section 2.2(a), if any, may
be calculated by its outside accounting firm. In the event that Purchaser defers
payment of the Final  Payment after June 1, 2000,  interest  shall accrue on the
unpaid balance of the Final Payment  (minus any  adjustment  pursuant to section
2.2(a)) at the rate of six  percent (6 %) per annum  from the  Anniversary  Date
until paid.  The remainder of the Purchase  Price shall be payable in accordance
with section 2.3(c).

         3.  Section 2.2 (b) of the  Agreement is deleted in its entirety and in
its place is substituted the following:

                  2.2 (b) In the event  that there is a  reduction  in the Final
Payment pursuant to the above formula, Purchaser, in its sole discretion,  shall
elect whether the reduction shall first be made against the payment set forth in
section 2.1(c)(1) or against the payment set forth in section 2.1(c)(2).  In any
case,  any  reduction  made  against the payment set forth in section  2.1(c)(1)
shall not exceed a maximum  of fifty  percent  (50%) of that total cash  payment
amount set forth in Section 2.1  (c)(iii)(1)  with the balance of any adjustment
against the  payments of stock set forth in Sections  2.1(c)(iii)(2).  2.3(b)(i)
and/or 2.3(b)(ii) herein.

         4.  Section 2.3 (a) of the  Agreement is deleted in its entirety and no
further advance payments shall be made.

         5.  Section 2.3 (b) of the  Agreement is deleted in its entirety and in
its place is substituted the following:

                  2.3 (b) (i) For the period  beginning June 1, 2000, at the end
of each  subsequent  calendar  quarter,  Purchaser  shall  issue that  number of
unregistered  shares of  Financial  common  stock with a value  equal to seventy
percent  (70%) of the net  operating  profits of  Purchaser  for such quarter as
determined by the posted  closing price of Financial  stock listed on the NASDAQ
Bulletin  Board on the date of this Third  Amendment;  provided that the maximum
number of shares of stock payable to Seller  pursuant to this Section  2.3(b)(i)
shall equal that number of shares  with a value equal of Five  Hundred  Thousand
Dollars  ($500,000.00)  as determined  by the posted  closing price of Financial
stock listed on the NASDAQ  Bulletin Board on the date of this Third  Amendment,
at which time the payments shall end.

                  2.3 (b) (ii) Upon the termination of such payments, at the end
of each  subsequent  calendar  quarter,  Purchaser  shall  issue that  number of
unregistered  shares of  Financial  common  stock with a value  equal to seventy
percent  (70%) of the net  operating  profits of  Purchaser  for such quarter as
determined by the posted  closing price of Financial  stock listed on the NASDAQ
Bulletin  Board on the Closing Date;  provided that the maximum number of shares
of stock payable to Seller pursuant to this Section  2.3(b)(ii) shall equal that
number of shares with a value equal of Two Hundred  Forty Three  Thousand  Seven
Hundred Fifty Dollars ($243,750.00) as determined by the posted closing price of
Financial stock listed on the NASDAQ Bulletin Board on the Closing Date.

         6.  Section 2.7 of the  Agreement is deleted in its entirety and Seller
does hereby relinquish any and all rights to unwind under the Agreement and does
hereby  release  its  first  priority   security  interest  in  all  issued  and
outstanding shares of stock of Purchaser.

         7.  The   Registration   Rights   Agreement   with  Seller  and/or  the
Shareholders  included  as Exhibit  2.4(b) is hereby  amended to  encompass  all
additional  shares of Financial  common stock identified in this Third Amendment
to the Agreement.

         8. This Third  Amendment is  conditional  upon  delivery of the payment
described in Section 2.1(b). In the event the payment is not made, the Agreement
shall be deemed to exist in its form on the day prior to execution of this Third
Amendment.

In all other  respects,  the  Agreement  is hereby  ratified and approved by the
parties.  In the event that there is a conflict between this Third Amendment and
the Agreement, this Third Amendment shall control.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this Third
Amendment as of the date first set forth above.





PURCHASER:                          COLLATERAL ONE MORTGAGE CORPORATION,
                                       a Virginia corporation



                                             By:______________________________
                                             Its:_____________________________




SELLER:                             MORTGAGE CONCEPTS, INC.,
                                             a Kentucky corporation



                                             By:______________________________
                                             Its:_____________________________



SHAREHOLDERS:                       WILLIAM P. EVERSLAGE



                                    __________________________________________

                                    JEFFREY D. HOUK



                                    __________________________________________



FINANCIAL:                          FIRST CHESAPEAKE FINANCIAL CORPORATION,
                                       a Virginia corporation



                                             By:______________________________
                                             Its:_____________________________