AMENDMENT 0F MORTGAGE AND OTHER LOAN DOCUMENTS

         THIS  AMENDMENT  is made this 10th day of  November,  1999 by and among
First  Chesapeake  Financial  Corporation  ("Borrower"),  and  CRUSADER  BANK, a
federally-chartered savings bank (the "Bank"),

         On February 5, 1999,  Borrower and Bank  consummated a loan transaction
pursuant to the terms of which Bank lent to Borrower the sum of $1,500,000  (the
"Loan") for the  acquisition of Mortgage One Concepts Inc. The Loan is evidenced
by a promissory  note dated  February 5, 1999 (the "Note")  executed by Borrower
and made to the order of the Bank in the stated  principal sum of $1,500,000 and
is secured by, inter alia, (a) an open-end mortgage and security agreement dated
February 5, 1999 ("Mortgage") executed by Borrower in favor of Bank and covering
certain  real  property  and  improvements  located  at 1201  Meadow  Bank Road,
Villanova,  PA, as more particularly described on Exhibit A attached hereto (the
"Property"),  which Mortgage was recorded with the Montgomery County Recorder of
Deeds in Mortgage Book _____ page ______ (b) Guaranty and Suretyship  Agreements
executed by Mark Mendelson,  Richard Chakejian,  Mark Glatz, John Papandon,  Les
Salzman and Thomas Leonard and Kathleen Leonard. ("Guaranties").

         The Note, Guarantees,  Business Loan Agreement,  Mortgage and any other
document  executed  and  delivered  in  connection  with the Loan are  sometimes
collectively referred to herein as the "Loan Documents'.

         Borrower has  requested  that Bank further  amend the Loan in order to,
inter alia, (a) increase the loan amount to $2,108,566 and Bank has agreed to do
so pursuant to the terms hereof.

                                    Agreement

         NOW THEREFORE, in consideration of the extension and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, and intending to be legally bound hereby, the parties hereto agree
as follows

1. Note - The Note is amended, modified and supplemented as follows:

(a) The principal  balance of the loan  outstanding at November  5,1999 shall be
increased  to  $2,108,566  plus  accrued  interest  or other loan  charges.  All
references in the Note to the principal  amount thereof shall be deemed to refer
to $2,108,566  plus accrued  interest or other loan  charges.  The maturity date
shall be extended  to November 4, 2000.  The  $2,108,566  balance  includes  (1)
$78,566 of fail fees incurred by Borrower  through  October 31, 1999 pursuant to
the  section  of the  Business  Loan  Agreement  entitled  Requirement  to  Sell
Mortgages  to Bank and (ii) the $30,000  fee earned by the Bank  pursuant to the
section of the Business Loan Agreement entitled Equity Option.

2. Guaranties.

(a) Mark  Mendelson  shall  agree to  guarantee  and become  surety for the loan
balance up to $1,800,000 plus accrued but unpaid interest or other loan charges.
The guarantee and surety of Thomas and Kathleen Leonard shall remain at $300,000
and the guarantee  and Surety of the  Guarantors  other than Mark  Mendelson and
Thomas and Kathleen Leonard shall remain at $1,200,000.

(b) In connection with the increase in the amount  guaranteed by each Guarantor,
the  Guarantor  expressly  reaffirms  his or her  Confession of Judgment and all
other provisions of the Commercial Guaranty Agreement. In the event of a default
by the  Borrower,  it is  understood  that  the  Bank may  proceed  against  any
collateral  posted in connection with this loan or any other extension of credit
between the Bank and the Guarantor.

(c) Each of the  Guarantors  agrees that he or she is acting in the  capacity as
guarantor and surety with respect to the Loan.

3. Mortgage

(a) The Property shall remain subject to the liens,  operation and effect of the
Mortgage,  as amended  hereby,  and nothing  contained  herein or done  pursuant
hereto shall impair or  adversely  affect the liens,  operation or effect of the
same on the Property. Borrower hereby confirms, acknowledges and agrees that (i)
he has no defenses, charges, claims, demands, pleas or offsets whatsoever in law
or equity  against  the  Mortgage,  as  amended  hereby,  or to his  obligations
thereunder  and (ii) the Mortgage,  as amended  hereby,  constitutes a valid and
enforceable lien against the Property. The mortgage amount shall be increased to
$1,800,000.

4. Continuing Validity of Loan Documents; No Defense or Offsets;  Acknowledgment
of Outstanding Amount.

(a) By execution of this Amendment, the parties hereby confirm and ratify all of
the Loan  Documents in their  entirety and agree that the Loan  Documents  shall
remain in full force and effect in accordance  with their  respective  terms, as
the same may have been  amended  hereby.  All of the Loan  Documents  are hereby
amended, where necessary, to reflect the provisions of this Amendment.

(b) Borrower confirms. acknowledges and agrees that he has no defenses, charges,
claims,   demands,  pleas  or  offsets  whatsoever  in  law  or  equity  to  the
indebtedness evidenced and secured by the Loan Documents,  as amended, or to his
obligations thereunder.

5. Conditions Precedent.  The obligations of the Bank to amend the Loan (section
illegible)...

(a) This Amendment  shall have been executed in recordable  form by Borrower and
delivered to the Bank.

(b) Borrower shall have paid to Bark a legal and modification fee of $12,500 and
agrees to pay the Bank an extension fee of $15,000 by November 30, 1999.

(c) The Section in the Business  Loan  Agreement  entitled  Requirement  to Sell
Mortgages to Bank is hereby  amended  effective  November 1, 1999 to require the
Borrower  or an  affiliate  thereof to sell to the Bank at least $1 million  per
month of  nonconforming  credit  mortgage  loans  based on the  Bank's  standard
wholesale  rate  sheet  as  published  from  time  to  time  by the  Bank or its
subsidiary,  Crusader Mortgage Corporation ("Flow Priced Loans").  Additionally,
the Bank or its subsidiary shall have the right to match any bid received by the
Borrower on bulk sales of mortgage  loans.  The  requirement to sell the Bank $1
million per month of Flow Priced loans and to provide the Bank with the right to
match bulk bids shall extend for a period (the  "Requirement  Period") until the
later of (a) November 30, 2000 or (b) until all balances  outstanding under this
Loan are repaid.  In event the Borrower  shall fail to sell the Bank at least $1
million of Flow Priced Loans in any month  during the  Requirement  Period,  the
borrower  shall be required to pay the Bank a fail fee (which at the  discretion
of the Bank may be added to the principal  balance of this Loan) equal to 1 % of
the excess,  if any, of $1 million over the actual Flow Priced Loans sold to the
Bank during the month. If the Borrower sells more than $1 million of Flow Priced
Loans to the Bank in any month,  the $1  million  requirement  in the  following
month shall be reduced by such  excess.  Notwithstanding  the  requirements  set
forth in this paragraph,  the Bank shall purchase  nonconforming  loans from the
Borrower at its sole and absolute  discretion,  and the Bank's  disapproval of a
loan or  series  of loans  shall  not  reduce  the $1  million  per  month  sale
requirement.

(d)  Borrower  shall  agree to pay to the Bank in  addition  to monthly  accrued
interest,  50% of the Cash Flow generated by Collateral One Mortgage Corporation
("Collateral  One").  Cash Flow shall mean  pre-tax  income  plus  depreciation,
amortization and any other non-cash  expenses.  In calculating  Collateral One's
Cash Flow,  Borrower shall not take into account any Corporate Overhead Charges,
including but not limited to salaries, interest and data processing.

(e) Borrower  hereby agrees to pledge its shares in Collateral One as collateral
for this loan and to deliver such shares,  properly  endorsed to the Bank, prior
to the  disbursement  of any  funds  hereunder.  Borrower  also  agrees to fully
cooperate  with the Bank in executing any documents  reasonably  required by the
Bank  to  perfect  its  security  interest  in  the  collateral,  In  connection
therewith,  Borrower hereby represents and warrants to the Bank that such shares
represent 100% of the outstanding shares of Collateral One, that such shares are
owned  free and  clear by  Borrower  and there are no  agreements  that  prevent
Borrower from pledging such shares to the Bank.  Borrower and Guarantors further
represent that during the term of this Loan Agreement,  they will take all steps
necessary to ensure that (i) no additional  shares of  Collateral  One stock are
issued  and  (ii)  that  the  current  and  future  contemplated  operations  of
Collateral One are conducted by Collateral  One and that no such  operations are
conducted by the Borrower or any  affiliate  thereof.  In the event of a default
under any of the Loan Documents  that is not cured in accordance  with the terms
of such document,  in addition to any other remedies  available to the Bank, the
Bank shall have the right to assume the  operations of Collateral  One, in which
case the net income,  if any,  generated thereby shall be applied as a repayment
of the  outstanding  loan  balance.  Not  withstanding  anything  herein  to the
contrary,  nothing  in this  section  shall in any way  restrict  the Bank  from
proceeding against the Borrower or any of the Guarantors for full payment of the
outstanding  loan  balance,  even if the  Bank  does  assume  the  operation  of
Collateral One.

(f) Prior to disbursement of any funds hereunder, Borrower shall establish a two
month  interest  reserve  to be held  in a  money  market  account  at the  Bank
throughout the term of the Loan. In the event of a default under any of the Loan
Documents,  the Bank shall have the right to exercise any remedies  available to
it without  proceeding  against the interest reserve.  If the Bank does elect to
apply the interest reserve,  or any portion thereof,  in payment of any past due
balance  hereunder,  is shall be an Event of Default if Borrower  does not fully
replenish the interest  reserve  within five days after the interest  reserve is
applied.

(g) The disbursement of any funds pursuant to this Amendment shall be contingent
upon the Borrower (i) receiving  additional  cash equity pursuant to its private
offering of at least $350,000 and (ij) entering into the Third  Amendment to the
Asset Purchase  Agreement among Mortgage  Concepts,  Inc., William P. Everslage,
Jeffrey D. Houk,  Collateral Mortgage  Corporation,  First Chesapeake  Financial
Corporation and First Chesapeake Acquisition  Corporation,  a true copy of which
has been provided to the Bank. Simultaneous with the execution of this amendment
and disbursement of funds pursuant thereto,  Borrower shall pay seller all funds
required at this time pursuant to the Third Amendment.

(h) Upon  maturity of the Loan or payoff of the loan balance  prior to maturity,
Borrower agrees to pay the Bank a payoff fee of $12,000.

(i) Mark  Mendelson  agrees that within  seven days hereof he shall  deliver the
Assignment of  Partnership  Income and Security  Agreement  duly executed by all
parties  in the form  previously  provided  by the  Bank.  The  failure  of Mark
Mendelson to comply with the provisions of this Paragraph  shall,  at the Bank's
option, constitute an Event of Default under the Loan.

6. Miscellaneous.

(a) The  parties  hereto  acknowledge  and agree that this  Amendment  shall not
constitute  a novation of the Loan nor impair the  validity or lien  priority of
the Mortgage as amended hereby.

(b) The falsity of any representation  made by any Borrower in this Amendment or
the breach by any  Borrower of any of his or her  covenants or  agreements  made
herein  shall,  at the option of the Bank,  constitute an event of default under
the Loan Documents.

(c) This  Amendment  shall be binding upon and shall inure to the benefit of the
parties  hereto  and  their  respective  heirs,  successors  and  assigns.  This
Amendment  shall be governed by and construed in accordance  with the provisions
of the laws of the Commonwealth of Pennsylvania.

(d) This  Amendment  may be executed in one or more  counterparts  with the same
effect as if all parties had signed the same document. All counterparts shall be
construed together and shall constitute one Amendment.

         IN WITNESS WHEREOF,  the parties hereto have executed this Amendment on
the day and year first above written.