ECHAPMAN COM INC, S-4, 1999-11-19

ECHAPMAN COM INC
S-4, 1999-11-19
BUSINESS SERVICES, NEC

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 1999

REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

ECHAPMAN.COM, INC.
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
MARYLAND 7375 52-2184621
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>

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WORLD TRADE CENTER--BALTIMORE
401 EAST PRATT STREET
SUITE 2800
BALTIMORE, MARYLAND 21202
(410) 625-9656
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive office)
------------------------------

NATHAN A. CHAPMAN, JR., PRESIDENT
ECHAPMAN.COM, INC.
WORLD TRADE CENTER--BALTIMORE
401 EAST PRATT STREET
SUITE 2800
BALTIMORE, MARYLAND 21202
(410) 625-9656
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------

COPIES TO:

ELIZABETH R. HUGHES, ESQ.
MICHAEL W. CONRON, ESQ.
VENABLE, BAETJER AND HOWARD, LLP
TWO HOPKINS PLAZA
SUITE 1800
BALTIMORE, MARYLAND 21201
(410) 244-7400
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective. If the
securities being registered on this form are to be offered in connection with
the formation of a holding company and there is compliance with General
Instruction G, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
------------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value............... 7,485,640 $2.35 $17,594,504 $4,892
</TABLE>

(1) Estimated solely for purposes of calculating the registration fee, as
required by Section 6(b) of the Securities Act of 1933, as amended (the
"Securities Act"), and calculated in accordance with Rule 457(f) thereunder,
on the average of the high and low sales prices of Chapman Capital
Management Holdings, Inc. Common Stock as reported by the Nasdaq SmallCap
Market on November 12, 1999

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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<PAGE>
[LOGO]

ECHAPMAN.COM, INC.
CHAPMAN CAPITAL MANAGEMENT
HOLDINGS, INC.

December [ ], 1999

Dear Stockholder:

You are cordially invited to attend a Special Meeting of Stockholders of
Chapman Capital Management Holdings, Inc. which we will hold at [11:00 a.m.]
local time on [ ], January [ ], 2000 at the World Trade Center--Baltimore, 401
East Pratt Street, Suite 2800, Baltimore, Maryland.

The purpose of the meeting is to approve the merger of Chapman Capital
Management Holdings into a subsidiary of EChapman.com, Inc. In the merger, each
Chapman Capital Management Holdings share (other than any dissenting shares)
will convert into the right to receive 2.23363 shares of EChapman.com common
stock, except that EChapman.com will pay cash for fractional shares. The merger
will qualify as a tax-free transaction for federal income tax purposes (except
for cash paid for fractional shares). No public market currently exists for
EChapman.com common stock; however, EChapman.com has filed an application for
its common stock to be quoted on the Nasdaq National Market under the symbol
"ECMN".

YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE MERGER IS FAIR
TO AND IN THE BEST INTERESTS OF CHAPMAN CAPITAL MANAGEMENT HOLDINGS AND ITS
STOCKHOLDERS AND RECOMMENDS THAT YOU APPROVE THE MERGER AGREEMENT WITH
ECHAPMAN.COM.

We are enclosing a proxy statement containing detailed information
concerning EChapman.com, the merger and the merger agreement. FOR RISKS IN
CONNECTION WITH THE MERGER, SEE "RISK FACTORS" BEGINNING ON PAGE 11.

Sincerely,

/s/ NATHAN A. CHAPMAN, JR.
President and Chairman of the Board

This document is dated December [ ], 1999 and was first mailed to
stockholders on or about December [ ], 1999.

THE SECURITIES AND EXCHANGE COMMISSION AND THE STATE SECURITIES REGULATORS HAVE
NOT APPROVED OR DISAPPROVED THE SHARES OF ECHAPMAN.COM COMMON STOCK TO BE ISSUED
IN THE MERGER OR DETERMINED IF THIS DOCUMENT IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
[LOGO]

CHAPMAN CAPITAL MANAGEMENT HOLDINGS, INC.
------------------

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [ ], 2000
------------------

We will hold a special meeting of stockholders of Chapman Capital Management
Holdings, Inc. at the World Trade Center--Baltimore, 401 East Pratt Street,
Suite 2800, Baltimore, Maryland 21202, on January [ ], 2000 at 11:00 a.m. local
time, for the following purposes:

1. To consider and approve the Agreement and Plan of Merger, dated as of
November 15, 1999, by and among Chapman Capital Management Holdings, Inc.,
EChapman.com, Inc. and CCMHI Merger Subsidiary, Inc., a copy of which is
included as Annex I to the accompanying prospectus and proxy statement,
pursuant to which (i) Chapman Capital Management Holdings shall merge into
CCMHI Merger Subsidiary and (ii) each share of Chapman Capital Management
Holdings common stock (other than dissenting shares) shall convert into the
right to receive 2.23363 shares of EChapman.com common stock except that
cash will be paid in lieu of fractional shares.

2. To transact such other business as may properly come before the
meeting or any adjournments or postponements thereof.

Stockholders may, if the merger is approved and consummated, assert
dissenters' rights under Article 3, Subtitle 2 of the Maryland General
Corporation Law. Exercise of such rights requires strict compliance with the
procedures set forth in the applicable statute. A copy of Article 3, Subtitle 2
of the Maryland General Corporation Law is included as Annex III to the
accompanying Prospectus and Proxy Statement.

We have fixed the close of business on [December , 1999], as the record
date for determining those stockholders entitled to vote at the special meeting
and any adjournments or postponements of the special meeting. Accordingly, only
holders of record of Chapman Capital Management Holdings common stock on that
date are entitled to receive notice of and to vote at the special meeting or any
adjournments or postponements of the special meeting.

By Order of the Board of Directors

Earl U. Bravo, Sr.
Secretary

December [ ], 1999

THE BOARD OF DIRECTORS OF CHAPMAN CAPITAL MANAGEMENT HOLDINGS UNANIMOUSLY
RECOMMENDS THAT YOU VOTE TO APPROVE THE MERGER AGREEMENT AND THE MERGER
CONTEMPLATED THEREBY.

THE AFFIRMATIVE VOTE OF AT LEAST A MAJORITY OF THE OUTSTANDING SHARES OF CHAPMAN
CAPITAL MANAGEMENT HOLDINGS COMMON STOCK ENTITLED TO VOTE ON THESE MATTERS IS
REQUIRED TO APPROVE THE MERGER AGREEMENT AND THE MERGER. WHETHER OR NOT YOU PLAN
TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE COMPLETE, DATE, SIGN AND RETURN
THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. THE ENCLOSED ENVELOPE REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE SPECIAL MEETING,
YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR
PROXY CARD.
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TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING OF CHAPMAN
CAPITAL MANAGEMENT HOLDINGS STOCKHOLDERS.................. 2
SUMMARY..................................................... 4
SUMMARY HISTORICAL FINANCIAL DATA........................... 9
RISK FACTORS................................................ 11
THE CHAPMAN CAPITAL MANAGEMENT HOLDINGS SPECIAL MEETING..... 22
THE MERGER.................................................. 24
CERTAIN OTHER AGREEMENTS.................................... 42
DESCRIPTION OF CHAPMAN CAPITAL MANAGEMENT HOLDINGS, INC..... 43
DESCRIPTION OF ECHAPMAN.COM, INC............................ 61
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS....... 77
DESCRIPTION OF ECHAPMAN.COM, INC. CAPITAL STOCK............. 93
COMPARISON OF STOCKHOLDER RIGHTS OF HOLDERS OF ECHAPMAN.COM,
INC. COMMON STOCK AND CHAPMAN CAPITAL MANAGEMENT HOLDINGS,
INC. COMMON STOCK......................................... 94
SHARES ELIGIBLE FOR FUTURE SALE............................. 95
LEGAL MATTERS............................................... 96
EXPERTS..................................................... 96
WHERE YOU CAN FIND MORE INFORMATION......................... 96
INDEX TO FINANCIAL STATEMENTS............................... F-1
ANNEX I--AGREEMENT OF MERGER................................ I-1
ANNEX II--OPINION OF TUCKER ANTHONY CLEARY GULL............. II-1
ANNEX III--DISSENTERS' RIGHTS STATUTORY PROVISIONS.......... III-1
</TABLE>

THE C-EAGLE LOGO-TM- (THE LOGO APPEARING ON THE FRONT AND BACK COVERS OF
THIS PROSPECTUS AND PROXY STATEMENT) AND CHAPMAN-TM-, CHAPMAN TRADING-TM-,
CHAPMAN NETWORK-TM-, CHAPMAN EDUCATION-TM-, CHAPMAN MARKETPLACE-TM-, CHAPMAN
KIDS CLUB-TM-, DEM INDEX-TM-, DEM PROFILE-TM-, DEM UNIVERSE-TM-, DEM
COMPANY-TM-, DEM COMMUNITY-TM-, DEM MULTI-MANAGER-TM- AND ECHAPMAN.COM-TM- ARE
TRADEMARKS OF NATHAN A. CHAPMAN, JR. DOMESTIC EMERGING
MARKETS-REGISTERED TRADEMARK- AND DEM-REGISTERED TRADEMARK- ARE REGISTERED
TRADEMARKS OF NATHAN A. CHAPMAN, JR. THIS PROSPECTUS AND PROXY STATEMENT ALSO
INCLUDES TRADEMARKS OF OTHER ENTITIES.
<PAGE>
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING OF
CHAPMAN CAPITAL MANAGEMENT HOLDINGS STOCKHOLDERS

Q: WHEN AND WHERE IS THE SPECIAL MEETING?

A: Our Special Meeting of Stockholders will be held at the World Trade
Center--Baltimore, 401 East Pratt Street, Suite 2800, Baltimore, Maryland 21202,
on January [ ], 2000 at 11:00 a.m. local time.

Q: WHAT IS THE PURPOSE OF THE SPECIAL MEETING?

A: The purpose of the special meeting is to approve the merger of Chapman
Capital Management Holdings into a subsidiary of EChapman.com, Inc. In the
merger, each Chapman Capital Management Holdings share (other than dissenting
shares) will convert into the right to receive 2.23363 shares of EChapman.com
common stock, except that EChapman.com will pay cash for fractional shares.

Q: WHAT IS THE VOTE REQUIRED TO APPROVE THE MERGER PROPOSAL?

A: The affirmative vote of a majority of the total number of outstanding
shares of our common stock is required to approve the proposal.

Q: WILL THE MERGER PROPOSAL BE APPROVED?

A: Yes. Nathan A. Chapman, Jr., the President and Chairman of the Board of
both Chapman Capital Management Holdings and EChapman.com, has executed a
support agreement. Under the support agreement, Mr Chapman has agreed to vote
all of his shares, which constitute approximately 68.2% of the outstanding
shares of our common stock, in favor of the proposal to be presented at the
special meeting. This support agreement ensures that the proposal will be
approved even if all of our other stockholders vote their shares against the
proposal. Nevertheless, we encourage you to attend the special meeting, either
in person or by proxy, because of its importance to your investment in Chapman
Capital Management Holdings.

Q: WHO CAN VOTE AT THE SPECIAL MEETING?

A: All individuals who own our common stock at the close of business on
December [ ], 1999 may vote at the special meeting.

Q. WHAT DO I NEED TO DO NOW?

A. Simply indicate on your proxy card how you want to vote and then mail
your signed and dated proxy card in the enclosed postage-paid return envelope as
soon as possible. Our board of directors unanimously recommends that you vote in
favor of the proposal.

Q. WHAT IF I PLAN TO ATTEND THE SPECIAL MEETING IN PERSON?

A. We recommend that you send in your proxy card even if you plan to attend
the special meeting in person. Sending in your proxy card will ensure that your
vote is counted in the event that you cannot attend the special meeting.
However, sending in your proxy card will not prevent you from attending the
special meeting or voting in person.

Q. IF MY SHARES ARE HELD BY MY BROKER, WILL MY BROKER VOTE MY SHARES FOR ME?

A. Your broker will not be able to vote your shares of common stock without
voting instructions from you on the proposal. You should instruct your broker
how to vote your shares on the proposal, following the directions provided by
your broker.

2
<PAGE>
Q. WHAT DO I DO IF I WANT TO CHANGE MY VOTE AFTER I HAVE MAILED MY SIGNED
PROXY CARD?

A. You can change your vote by sending in a notice of revocation or a
later-dated, signed proxy card to Secretary, Chapman Capital Management
Holdings, Inc., World Trade Center--Baltimore, 401 East Pratt Street, Suite
2800, Baltimore, Maryland 21202 before the special meeting or attending the
special meeting in person and voting. If you attend in person and vote, you will
override any previously submitted proxy.

Q. WHEN DO YOU EXPECT TO COMPLETE THE MERGER?

A. We are working towards competing the merger as quickly as possible and
expect that the merger will become effective shortly after the special meeting.

Q. WHAT DO I NEED TO DO TO GET MY ECHAPMAN.COM SHARES?

A. After we complete the merger, we will send former Chapman Capital
Management Holdings stockholders written instructions for exchange of their
shares. If you hold Chapman Capital Management Holdings shares in physical form,
you should not send in your stock certificates now.

Q. WHO CAN HELP ANSWER MY QUESTIONS?

A. If you have more questions about the proposal or the merger, you should
contact Mr. Earl U. Bravo, Sr. at: Chapman Capital Management Holdings, Inc.,
World Trade Center--Baltimore, 401 East Pratt Street, Suite 2800, Baltimore,
Maryland 21202. Telephone: (410) 625-9656. E-mail: [email protected].

3
<PAGE>
SUMMARY

THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION CONTAINED ELSEWHERE IN THIS
DOCUMENT. THIS SUMMARY MAY NOT CONTAIN ALL OF THE INFORMATION THAT IS IMPORTANT
TO YOU. WHERE APPROPRIATE, WE HAVE INCLUDED PAGE REFERENCES TO DIRECT YOU TO A
MORE COMPLETE DESCRIPTION OF THE TOPICS PRESENTED IN THIS SUMMARY.

THE PARTIES

EChapman.com, Inc. (Page 60)
World Trade Center--Baltimore
401 East Pratt Street, Suite 2800
Baltimore, Maryland 21202
Telephone: (410) 625-9656

EChapman.com is a newly formed corporation designed to bring together the
financial services capabilities of (i) Chapman Holdings, Inc. and its
subsidiaries, The Chapman Co., Charles A. Bell & Co., Inc., Charles A. Bell
Securities Corp., and Charles A. Bell Asset Management, Inc., (ii) Chapman
Capital Management Holdings, Inc. and its subsidiary Chapman Capital
Management, Inc. and (iii) Chapman Insurance Holdings, Inc. and its subsidiary,
The Chapman Insurance Agency Incorporated, while taking advantage of the unique
opportunities presented by the growth of the Internet. The EChapman.com Website,
which is currently under development, will seek to be a leading interactive
online community, offering both financial services and a variety of lifestyle,
educational and cultural content selected to appeal particularly to
African-Americans, Asian-Americans, Hispanic-Americans and women market
segments. EChapman.com and Chapman Capital Management Holdings both refer to
these groups collectively as the Domestic Emerging Markets, or DEM, community.

EChapman.com is also in the initial exploratory stages of establishing an
Internet bank to service the DEM community, an undertaking which it believes
would round out Chapman Capital Management Holdings' and Chapman Holdings'
financial product lines and make EChapman.com a complete, one-stop financial
services company. The establishment of a bank involves a lengthy application
process and requires regulatory approvals. These plans are in the preliminary
stages, and EChapman.com cannot assure you that they will come to fruition or
represent a significant source of revenue.

EChapman.com is currently working internally and with third party service
providers to design and develop a prototype of its Web site. EChapman.com
intends to launch the online trading portion of the EChapman.com Web site during
the first quarter of 2000. Although EChapman.com expects to add content and
functionality on a continuous basis, it anticipates that the layout, content and
functionality of the lifestyle, educational and cultural portions of its Web
site should be substantially complete within six months following the closing of
the initial public offering of its common stock, which will close simultaneously
with the closing of the proposed merger.

CCMHI Merger Subsidiary, Inc.
World Trade Center--Baltimore
401 East Pratt Street, Suite 2800
Baltimore, Maryland 21202
Telephone: (410) 625-9656

Merger Subsidiary is a wholly-owned subsidiary of EChapman.com. Merger
Subsidiary was formed solely for the purpose of effecting the merger with
Chapman Capital Management Holdings.

Chapman Capital Management Holdings, Inc. (Page 42)
World Trade Center--Baltimore
401 East Pratt Street, Suite 2800
Baltimore, Maryland 21202
Telephone: (410) 625-9656

4
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Chapman Capital Management Holdings, Inc. is an African-American controlled
holding company. Its investment advisory subsidiary, Chapman Capital Management,
currently manages three mutual funds: the DEM Equity Fund, the DEM Index Fund
and The Chapman U.S. Treasury Money Fund, each a portfolio of The Chapman
Funds, Inc., a diversified, open-end management investment company registered
under the Investment Company Act of 1940. Chapman Capital Management has formed
and manages one private investment trust, the DEM-MET Trust. Chapman Capital
Management also advises corporate, institutional and individual investors on a
separate account basis. In addition, Chapman Capital Management is in the
process of establishing two new mutual funds which will use the DEM
Multi-Manager strategy.

As of October 31, 1999, Chapman Capital Management's total assets under
management was over $690 million.

THE MERGER (Page 24)

On November 15, 1999, Chapman Capital Management Holdings entered into a
merger agreement with EChapman.com and CCMHI Merger Subsidiary pursuant to which
Chapman Capital Management Holdings will merge into a wholly-owned subsidiary of
EChapman.com.

The merger is subject to, in addition to customary conditions, the closing
of a separate merger of Chapman Holdings, Inc. into a separate wholly owned
subsidiary of EChapman.com and the closing of an initial public offering of
common stock of EChapman.com.

We have attached the merger agreement to this document as Annex I. Please
read the merger agreement. It is the legal document that governs the merger.

EACH CHAPMAN CAPITAL MANAGEMENT HOLDINGS SHARE WILL BE EXCHANGED FOR 2.23363
ECHAPMAN.COM SHARES (Page 22)

When we complete the merger, your shares of Chapman Capital Management
Holdings common stock will be converted into the right to receive shares of
EChapman.com common stock. You will have to surrender your Chapman Capital
Management Holdings common stock certificates to receive new stock certificates
representing EChapman common stock. This will not be necessary, however, until
you receive written instructions after we complete the merger. Do not send your
stock certificates with your proxy card.

TRANSACTION GENERALLY TAX-FREE FOR CHAPMAN CAPITAL MANAGEMENT HOLDINGS
STOCKHOLDERS (Page 38)

We have received an opinion of counsel dated the date of this document
regarding the tax consequences of the merger. The information below is based on
that opinion.

We expect that your exchange of shares of Chapman Capital Management
Holdings common stock for shares of common stock of EChapman.com generally will
not cause you to recognize any gain or loss for U.S. federal income tax
purposes. You will, however, have to recognize income or gain in connection with
any cash received in lieu of fractional shares. THIS TAX TREATMENT MAY NOT APPLY
TO ALL CHAPMAN CAPITAL MANAGEMENT HOLDINGS STOCKHOLDERS. DETERMINING THE ACTUAL
TAX CONSEQUENCES OF THE MERGER TO YOU CAN BE COMPLICATED. THEY WILL DEPEND ON
YOUR SPECIFIC SITUATION AND ON VARIABLES NOT WITHIN OUR CONTROL. YOU SHOULD
CONSULT YOUR TAX ADVISOR FOR A FULL UNDERSTANDING OF THE MERGER'S TAX
CONSEQUENCES TO YOU.

Chapman Capital Management Holdings and EChapman.com will not be obligated
to complete the merger unless we receive written legal opinion, dated the
closing date, that the merger will be treated as a transaction of a type that is
generally tax-free for U.S. federal income tax purposes. This opinion will not
bind the Internal Revenue Service, which could take a different view.

5
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OUR FINANCIAL ADVISOR BELIEVES THE EXCHANGE RATIO IS FAIR TO STOCKHOLDERS
(Page 33)

Among other factors considered in deciding to approve the merger, the
Chapman Capital Management Holdings Board of Directors received the opinion of
its financial advisor, Tucker Anthony Cleary Gull, that, as of November 11,
1999, the exchange ratio was fair to the holders of Chapman Capital Management
Holdings common stock from a financial point of view. Chapman Capital Management
Holdings has received an updated opinion from Tucker Anthony dated the date of
this document. We have attached this updated opinion to this document as Annex
II. You should read this opinion completely to understand the assumptions made,
matters considered and limitations of the review undertaken by Tucker Anthony in
providing its opinion. As compensation for its services in rendering the
Fairness Opinion, Chapman Capital Management Holdings has agreed to pay Tucker
Anthony: a) a retainer fee of $12,500 due upon execution of the letter of
engagement; b) an opinion fee of $50,000 at the time of delivery of the written
fairness opinion; and c) an update fee of $25,000 at the time of delivery of the
update opinion.

STOCKHOLDERS HAVE APPRAISAL RIGHTS (Page 39)

Maryland law permits holders of Chapman Capital Management Holdings common
stock to dissent from the merger and to have the fair value of their Chapman
Capital Management Holdings common stock appraised by a court and paid to them
in cash by CCMHI Merger Subsidiary. TO DO THIS, HOLDERS OF THESE SHARES MUST
FOLLOW REQUIRED PROCEDURES, INCLUDING FILING NOTICES WITH CHAPMAN CAPITAL
MANAGEMENT HOLDINGS, AND, IF THEY ARE ENTITLED TO VOTE, EITHER ABSTAINING OR
VOTING AGAINST THE MERGER. If you hold shares of Chapman Capital Management
Holdings common stock, and you dissent from the merger and follow the required
procedures, your shares of Chapman Capital Management Holdings common stock will
not become shares of common stock of EChapman.com. Instead, your only right will
be to receive the appraised value of your shares in cash. We have attached the
applicable provisions of Maryland law related to dissenters' rights to this
document as Annex III. See "The Merger--Dissenters Rights."

THE STOCKHOLDERS' MEETING (Page 22)

The Chapman Capital Management Holdings special meeting will be held at the
World Trade Center--Baltimore, 401 East Pratt Street, Suite 2800, Baltimore,
Maryland 21202, on January [ ], 2000 at 11:00 a.m. local time. At the special
meeting, you will be asked to approve the merger of Chapman Capital Management
Holdings into a subsidiary of EChapman.com and to act on other matters that may
properly be submitted to a vote at the special meeting.

RECORD DATE; VOTE REQUIRED (Page 22)

You can vote at the special meeting if you owned Chapman Capital Management
Holdings common stock at the close of business on December [ ], 1999. On that
date, there were 3,351,334 shares of Chapman Capital Management Holdings common
stock outstanding and entitled to vote. You can cast one vote for each share of
Chapman Capital Management Holdings common stock that you owned on that date. In
order to approve the merger, the holders of a majority of the outstanding shares
of Chapman Capital Management Holdings common stock must vote in favor of doing
so. As of December [ ], 1999, Nathan A. Chapman, Jr., the President and
Chairman of the Board of both Chapman Capital Management Holdings and
EChapman.com, owned 2,285,143 shares constituting approximately 68.2% of the
Chapman Capital Management Holdings Common Stock. Mr. Chapman has executed an
agreement to support and to vote to approve the merger.

6
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WE RECOMMEND THAT OUR STOCKHOLDERS APPROVE THE MERGER (Page 29)

The Board of Directors believes that the merger is fair to you and in your
best interests, and unanimously recommends that you vote "FOR" the proposal to
approve the merger.

OUR REASONS FOR THE MERGER (Page 29)

We are proposing to merge because we believe that by combining Chapman
Capital Management Holdings with EChapman.com we can create a stronger and more
diversified company. We believe that the merger will strengthen our position as
a competitor in the financial services industry, which is rapidly changing and
growing more competitive, while at the same time, taking advantage of the growth
opportunities provided by the Internet.

CONDITIONS TO COMPLETION OF THE MERGER (Page 25)

The completion of the merger depends on a number of conditions being met,
including:

- Consummation of the merger of Chapman Holdings, Inc. into CHI Merger
Subsidiary, a wholly-owned subsidiary of EChapman.com; and

- Completion of an initial public offering of EChapman.com common stock in
which (i) EChapman.com receives gross proceeds of no less than
$20 million and (ii) the price paid by the public for such shares reflects
a preoffering valuation of EChapman.com of no less than $80 million.

- Chapman Capital Management Holdings shall have received from its financial
advisor an opinion to the effect that the consideration to be received by
the stockholders of Chapman Capital Management Holdings in the merger is
fair, from a financial point of view, to the holders of Chapman Capital
Management Holdings common stock.

- Chapman Capital Management Holdings shall have received an opinion from
counsel to EChapman.com to the effect that the merger to be treated as a
tax-free reorganization for federal and state income tax purposes.

Where the law permits, a party to the merger agreement could elect to waive
a condition to its obligation to complete the merger although that condition has
not been satisfied. We cannot be certain when (or if) the conditions to the
merger will be satisfied or waived or that the merger will be completed.

WE MAY DECIDE NOT TO COMPLETE THE MERGER (Page 27)

We can agree at any time not to complete the merger, even if the
stockholders have approved it. Also, either of us can decide, without the
consent of the other, not to complete the merger in the event the conditions to
the merger are not satisfied.

WE MAY AMEND THE TERMS OF THE MERGER AND WAIVE SOME CONDITIONS (Page 27)

We may jointly amend the terms of the merger, and each of us may waive our
right to require the other party to adhere to those terms, to the extent legally
permissible. However, after the stockholders approve the merger, they must
approve any amendment or waiver that reduces or changes the consideration that
will be received by them.

WE EXPECT "PURCHASE" ACCOUNTING TREATMENT (Page 39)

We will account for the merger using the purchase method of accounting.

7
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DIFFERENCES IN THE RIGHTS OF STOCKHOLDERS (Page 39)

The rights of stockholders of Chapman Capital Management Holdings are
governed by Maryland law and by the charter and bylaws of Chapman Capital
Management Holdings. The rights of EChapman.com stockholders are governed by
Maryland law and by its charter and bylaws. Upon completion of the merger, the
rights of former stockholders of Chapman Capital Management Holdings will be
governed by Maryland law and by the EChapman.com charter and bylaws which are
substantially similar to the existing charter and bylaws of Chapman Capital
Management Holdings; however certain anti-takeover provisions of Maryland law
from which Chapman Capital Management Holdings has opted out are applicable to
EChapman.com.

WE EXPECT THE ECHAPMAN.COM COMMON STOCK TO BE LISTED ON THE NASDAQ NATIONAL
MARKET

EChapman.com has filed an application for its common stock to be quoted on
the Nasdaq National Market under the symbol "ECMN"; however, the listing of the
EChapman.com common stock is not a condition to the closing of the merger.

MARKET PRICE DATA

Chapman Capital Management Holdings common stock is publicly traded and
quoted on the Nasdaq SmallCap Market under the symbol "CMGT." The market value
of Chapman Capital Management Holdings common stock on November 15, 1999, the
last full trading day preceding the public announcement of the execution of the
merger agreement, based on the closing price as reported on the Nasdaq SmallCap
Market, was $5 per share. The market value of Chapman Capital Management
Holdings common stock on [ ], 1999, the last practicable date prior to the date
of this prospectus and proxy statement, based on the closing price as reported
on the Nasdaq SmallCap Market, was $[ ] per share.

EChapman.com common stock is not traded on any exchange, and no established
trading market exists for EChapman.com common stock; however, EChapman.com has
filed an application for its common stock to be quoted on the Nasdaq National
Market under the symbol "ECMN".

8
<PAGE>
CHAPMAN CAPITAL MANAGEMENT HOLDINGS' SUMMARY FINANCIAL INFORMATION

The summary of financial information set forth below is derived from Chapman
Capital Management Holdings' audited financial statements for each of the years
ended December 31, 1997 and 1998, which have been audited by Arthur Andersen
LLP, independent public accountants. The summary of financial data for the nine
months ended September 30, 1998 and 1999, has been derived from unaudited
financial statements of Chapman Capital Management Holdings. The summary
unaudited pro forma Statement of Operations data for EChapman.com gives effect
to the mergers of Chapman Capital Management Holdings and Chapman Holdings, Inc.
as if the mergers had occurred as of January 1, 1998. The unaudited pro forma
Balance Sheet data for EChapman.com gives effect to the mergers as if they had
occurred as of September 30, 1999. The summary unaudited as adjusted pro forma
Statement of Operations data for EChapman.com gives effect to the mergers and an
initial public offering of EChapman.com (at the minimum level required for the
merger to close) as if the mergers had occurred as of January 1, 1998. The
unaudited pro forma as adjusted Balance Sheet data for EChapman.com gives effect
to the mergers and an initial public offering at such level as if they had
occurred as of September 30, 1999. The unaudited financial data, in the opinion
of management, includes all adjustments and recurring adjustments necessary for
the fair presentation of the financial condition and results of operations of
Chapman Capital Management Holdings. The summary unaudited pro forma
consolidated financial information does not purport to represent what
EChapman.com's results of operations or financial condition would actually have
been had the transactions described occurred on the dates indicated or to
project EChapman.com's results of operations or financial condition for any
future period or date. The historical financial information for Chapman Capital
Management Holdings should be read in conjunction with such financial
statements, including the notes thereto included elsewhere in this prospectus
and proxy statement.

<TABLE>
<CAPTION>
CHAPMAN CAPITAL MANAGEMENT HOLDINGS HISTORICAL
-----------------------------------------------------
NINE MONTHS ENDED
YEARS ENDED DECEMBER 31, SEPTEMBER 30,
------------------------- -------------------------
1997 1998 1998 1999
----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Total revenue........................... $ 2,287,000 $ 3,218,000 $ 2,383,000 $ 3,198,000

Income (loss) from before income tax
(provision) benefit................... 88,000 (151,000) 92,000 (662,000)
Net income (loss)....................... $ 48,000 $ (106,000) $ 59,000 $ (498,000)
=========== =========== =========== ===========
Basic and diluted income (loss) per
share................................. $ 0.02 $ (0.04) $ 0.02 $ (0.15)
=========== =========== =========== ===========
Weighted average shares outstanding..... 2,487,000 2,811,000 2,636,000 3,351,000
=========== =========== =========== ===========
</TABLE>

<TABLE>
<CAPTION>
ECHAPMAN.COM PRO FORMA
------------------------------------------------------------
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, 1998 SEPTEMBER 30, 1999
----------------------------- ----------------------------
PRO FORMA PRO FORMA
PRO FORMA AS ADJUSTED PRO FORMA AS ADJUSTED
------------- ------------- ----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Total revenue............................ $ 6,024,000 $ 6,024,000 $ 7,405,000 $ 7,405,000
Loss before income tax (provision)
benefit................................ (2,120,000) (2,120,000) (2,182,000) (2,182,000)
Net loss................................. $(1,590,000) $(1,590,000) $(1,621,000) $(1,621,000)
=========== =========== =========== ===========
Basic and diluted loss per share......... $(0.12) $(0.10) $(.012) $(0.10)
=========== =========== =========== ===========
Weighted average shares outstanding...... 13,195,000 16,528,000 13,195,000 16,528,000
=========== =========== =========== ===========
</TABLE>

9
<PAGE>

<TABLE>
<CAPTION>
CHAPMAN CAPITAL
MANAGEMENT HOLDINGS'
HISTORICAL ECHAPMAN.COM PRO FORMA
------------------------ ----------------------------
AS OF SEPTEMBER 30, 1999 AS OF SEPTEMBER 30, 1999
------------------------ ----------------------------
(UNAUDITED) (UNAUDITED)
PRO FORMA
PRO FORMA AS ADJUSTED
----------- -----------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Cash, cash equivalents and marketable
securities............................ $3,370,000 $ 5,259,000 $22,859,000
Total assets............................ 5,204,000 18,532,000 36,132,000
Total debt.............................. 150,000 2,200,000 2,200,000
Total stockholders' equity.............. 4,543,000 14,734,000(1) 32,334,000(1)
</TABLE>

- ------------------------

(1) Total stockholders' equity excludes 138,464 shares issuable upon exercise of
options that were outstanding as of September 30, 1999 and the underwriters'
over allotment option related to the EChapman offering.

10
<PAGE>
RISK FACTORS

UNLESS WE INDICATE OTHERWISE, IN THIS SECTION, THE TERMS "WE," "US,"
"ECHAPMAN.COM" OR "ECHAPMAN" REFER TO ECHAPMAN.COM, INC. AFTER THE MERGERS OF
CHAPMAN HOLDINGS, INC., CHAPMAN CAPITAL MANAGEMENT HOLDINGS, INC. AND CHAPMAN
INSURANCE HOLDINGS, INC. INTO THREE WHOLLY-OWNED SUBSIDIARIES OF ECHAPMAN.COM.
UNLESS WE INDICATE OTHERWISE, ALL INFORMATION IN THIS SECTION (I) GIVES EFFECT
TO THE CONSUMMATION OF THE MERGERS OF CHAPMAN CAPITAL MANAGEMENT, CHAPMAN
HOLDINGS AND CHAPMAN INSURANCE HOLDINGS WITH OUR THREE WHOLLY-OWNED SUBSIDIARIES
AND (II) THE INITIAL PUBLIC OFFERING OF ECHAPMAN.COM.

THE MERGER AND OWNERSHIP OF ECHAPMAN.COM COMMON STOCK FOLLOWING THE MERGER
INVOLVE THE FOLLOWING RISKS. YOU SHOULD CAREFULLY CONSIDER THESE RISKS TOGETHER
WITH ALL OTHER INFORMATION CONTAINED IN THIS DOCUMENT IN EVALUATING THE PROPOSED
MERGER AND YOUR INVESTMENT IN ECHAPMAN.COM COMMON STOCK.

WARNING AS TO OUR USE OF FORWARD-LOOKING STATEMENTS

This prospectus contains certain forward-looking statements concerning
EChapman.com. These forward-looking statements are based on the beliefs of our
management, as well as on assumptions made by and information currently
available to us at the time such statements are made. When we use words such as
"anticipate," "believe," "estimate," "intend" and similar expressions in this
prospectus, we intend to identify forward-looking statements. Actual results
could differ materially from those projected in the forward-looking statements
as a result of the risk factors set forth below, the matters set forth or
incorporated in this prospectus generally and economic and business factors,
some of which are beyond our control. We caution the reader, however, that this
list of factors may not be exhaustive particularly with respect to future
filings with the Securities and Exchange Commission ("SEC"). In analyzing an
investment in shares of our common stock, you should carefully consider, along
with other matters referred to in this prospectus, the risk factors described
below.

CHAPMAN CAPITAL MANAGEMENT HOLDINGS DOES NOT INTEND TO RESOLICIT VOTES IF THE
MERGER AGREEMENT IS AMENDED.

As of December [ ], 1999, Nathan A. Chapman, Jr., the President and
Chairman of the Board of both Chapman Capital Management Holdings and
EChapman.com, owned 2,285,143 shares constituting approximately 68.2% of the
Chapman Capital Management Holdings common stock. Mr. Chapman has executed an
agreement to support and to vote to approve the merger. This agreement ensures
the approval of the merger even if all other Chapman Capital Management Holdings
stockholders vote their shares against the merger. Because this agreement
ensures the approval of the merger, Chapman Capital Management Holdings does not
intend to resolicit stockholder approval for the merger even if material
amendments are made to the merger agreement or if any conditions to the closing
are waived by either party. Although Chapman Capital Management Holdings has no
present intention to amend the merger agreement after the date of this document
in any material respect, you should be aware that an amendment to the merger
agreement could change the terms of the proposed merger and possibly have an
adverse effect on you.

RISKS ASSOCIATED WITH ECHAPMAN.COM

WE HAVE NOT LAUNCHED OUR WEB SITE.

EChapman.com was formed in 1999. We have not launched the EChapman.com Web
site. In addition, we are still in the process of designing and developing our
Web site, and we have not made final decisions with respect to a Web design
firm, Web development firm, a hosting services provider or other necessary
Internet vendors. We are currently working internally and with third party
service providers to design and develop the prototype of our Web site. We intend
to launch the online trading portion of the EChapman.com Web site during the
first quarter of 2000. Although we expect to add

11
<PAGE>
content and functionality on a continuous basis, we anticipate that the layout,
content and functionality of the lifestyle, educational and cultural portions of
our Web site should be substantially complete within six months following the
closing of the initial public offering of EChapman.com and the consummation of
the mergers. However, because we are dependent upon outside vendors for these
services, these time frames will depend upon their availability. We intend to
use a portion of the proceeds of our intital public offering to fund the design
and development of our Web site.

WE HAVE NO INTERNET-RELATED OPERATING HISTORY AND WE HAVE NOT ENTERED INTO
AGREEMENTS WITH ADVERTISERS, STRATEGIC PARTNERS OR CONTENT PROVIDERS.

Although we have a history with respect to the securities brokerage,
investment banking and investment advisory businesses, we have no Internet-based
operating history from which you can evaluate our combined business plan and
prospects. In addition, although we intend to pursue advertising relationships
and strategic alliances with third parties and enter into agreements with
content providers, we have not entered into negotiations with any companies, and
we cannot assure you that we will be able to establish or maintain these
relationships.

As a new entrant to the Internet business, we face risks and uncertainties
relating to our ability to implement successfully the Internet component of our
business strategy, including:

- Successful design and development of the EChapman.com Web site

- Creation of public awareness of the EChapman.com brand and Web site

- Successful expansion of our financial service businesses on the Internet

If we are unsuccessful in addressing these risks and uncertainties, our
business, results of operations and financial condition will be materially
adversely affected.

WE HAVE A HISTORY OF OPERATING LOSSES, AND WE EXPECT TO CONTINUE TO INCUR
SIGNIFICANT LOSSES FOR THE FORESEEABLE FUTURE.

On a pro forma basis, after giving effect to the mergers of Chapman
Holdings, Chapman Capital Management Holdings and Chapman Insurance Holdings
into our wholly-owned subsidiaries, we had net losses of $1,621,000 and
$1,590,000 for the nine months ended September 30, 1999 and the year ended
December 31, 1998, respectively. Following the offering and the consummation of
the mergers, we expect to continue to increase our operating expenses
significantly, expand our marketing and staff and continue to develop and expand
our Web site and our online information and services. Such expenses will be
significant and generally will precede revenues, and if they are not followed by
increased revenues, our business, results of operations and financial condition
would be materially and adversely affected.

OUR PROMOTION OF THE ECHAPMAN.COM BRAND MUST BE SUCCESSFUL IN ORDER FOR US TO
ATTRACT USERS AS WELL AS ADVERTISERS AND OTHER STRATEGIC PARTNERS.

We believe that establishing and maintaining our brand is critical to our
success and that the importance of brand recognition will increase due to the
growing number of Web sites, particularly those targeted to discrete segments of
the DEM community. Successful promotion and marketing of our brand will depend
on providing interesting and compelling content, community, commerce and
personalized services, and we will need to increase our marketing and branding
expenditures in our effort to increase our brand awareness. If our brand
building strategy is unsuccessful, we may never recover these expenses, we may
be unable to increase our future revenues, and our business would be materially
and adversely affected. We intend to use a significant portion of the proceeds
of this offering for promotion of our Web site.

12
<PAGE>
OUR FUTURE GROWTH SIGNIFICANTLY DEPENDS UPON THE EFFORTS OF SENIOR MANAGEMENT.

For the foreseeable future, we will place substantial reliance upon the
personal efforts and abilities of Nathan A. Chapman, Jr., President of
EChapman.com. The loss of the services of Mr. Chapman would have a material
adverse effect on our business, operations, revenue and/or business prospects.
We do not have an employment agreement with Mr. Chapman. The Chapman Co.
currently maintains "key man" life insurance coverage in the amount of
$7,000,000 on Mr. Chapman.

OUR COMPETITIVE POSITION WILL ALSO DEPEND ON OUR ABILITY TO ATTRACT AND RETAIN
OTHER KEY PERSONNEL.

Our success will depend substantially on the services and performance of key
personnel other than Mr. Chapman. EChapman.com's future success will also depend
on its ability to identify, attract, retain and motivate highly skilled
technical, managerial, sales, marketing and customer service personnel.
Competition for such persons is intense. We cannot assure you that we will be
able to attract or retain these personnel.

USE OF THE DEM STRATEGY ON THE INTERNET IS NEW AND UNTESTED.

We plan to use the DEM strategy in our Internet business to focus on
attracting African-Americans, Asian-Americans, Hispanic-Americans and women to
our Web site. The success of our business will depend on our ability to attract
members of the DEM community to our Web site; however, we cannot assure you that
these individuals will use our Web site or that the expansion of the DEM
strategy on the Internet will be profitable.

WE MAY NOT BE ABLE TO SECURE FINANCING IF WE NEED IT IN THE FUTURE.

We may require additional financing beyond the proceeds of this offering to:

- Support expansion

- Develop new and enhanced products and services

- Respond to competitive pressures

- Acquire complementary businesses or technologies

- Respond to unanticipated requirements

We can give you no assurance that we will be able to secure additional
financing when needed on favorable terms, if at all.

THE FUTURE SALE OF SHARES OF OUR COMMON STOCK BY CERTAIN STOCKHOLDERS MAY
ADVERSELY AFFECT THE PRICE PER SHARE IN THE PUBLIC MARKET.

As of the closing of the mergers and the initial public offering of
EChapman.com, we will have 16,528,178 shares of common stock outstanding and
138,464 shares of common stock subject to issuance upon exercise of options, of
which 8,648,988 shares will be beneficially owned by Nathan A. Chapman, Jr. With
the exception of Mr. Chapman's shares and shares held by our affiliates as
defined in Rule 144 under the Securities Act, all of the shares outstanding
after the offering will be freely transferable without further registration
under the Securities Act. Except in connection with the over-allotment option,
Mr. Chapman has agreed not to sell publicly any of the shares of common stock
that he owns as of the date of this prospectus until 180 days after the closing
of the initial public offering of EChapman.com. Sales of a significant number of
shares of common stock in the public market could have a material adverse effect
on the market price of the common stock. See "Shares Eligible for Future Sale."

13
<PAGE>
FOLLOWING THE MERGERS, WE WILL BE CONTROLLED BY NATHAN A. CHAPMAN, JR.

Following our initial public offering and consummation of the mergers,
Nathan A. Chapman, Jr. will beneficially own 52.2% of the common stock of
EChapman.com. Accordingly, Mr. Chapman will have effective control over all
fundamental matters affecting EChapman.com, such as the election of directors,
mergers, sales of all or substantially all of our assets, charter amendments and
other matters requiring stockholder approval.

THERE IS NO PRIOR PUBLIC MARKET FOR OUR COMMON STOCK AND THE MARKET PRICE IS
LIKELY TO FLUCTUATE SIGNIFICANTLY.

Prior to this offering, our common stock has not been publicly traded, and
we cannot assure you that an active public market for our common stock will
develop or, if developed, that it will continue after the offering. In the
absence of an active public trading market, you may be unable to liquidate your
investment in our common stock.

The trading prices of our common stock could be subject to wide fluctuations
in response to quarterly variations in operating results, announcements of
material business events by us or our competitors and other events or factors.
Recently, the trading prices for the stock of Internet-based companies have
exhibited considerably more volatility than the stock market generally. In the
past, following periods of volatility in the market price of a company's
securities, securities class action litigation has often been instituted.
Litigation could result in substantial costs and a diversion of management's
attention and resources.

WE INTEND TO PURSUE ACQUISITIONS AND STRATEGIC RELATIONSHIPS AND THIS STRATEGY
INVOLVES CERTAIN RISKS.

We intend to pursue strategic acquisitions of businesses and technologies.
Acquisitions may entail numerous risks, including:

- Difficulties in identifying appropriate acquisition candidates

- Competition from others for identified acquisition candidates

- Difficulties in assessing values for acquired businesses and technologies

- Difficulties in the integration of acquired operations and products

- Diversion of management's attention from core business concerns

- Assumption of unknown material liabilities of acquired companies

- Amortization of acquired intangible assets, which could reduce future
reported earnings

- Potential loss of customers or key employees of acquired companies

We also intend to establish strategic relationships with online service
providers and information service providers. These relationships will be
important to our business and growth prospects. If we are unable to develop or
maintain these relationships it would have a materially adverse effect on our
results of operations and financial condition.

IF WE, OR THIRD PARTIES ON WHICH WE RELY, FAIL TO ACHIEVE YEAR 2000 READINESS,
OUR BUSINESS COULD BE MATERIALLY HARMED.

We may realize exposure and risk if the systems on which we are dependent to
conduct our operations are not Year 2000 ready. Any significant disruption of
these systems after the Year 2000 could significantly interfere with our
business operations. Our potential areas of exposure include products purchased
from third parties, including computers, software, telephone equipment and other
technology used internally, and the Year 2000 readiness of our vendors,
strategic partners and others. If our present efforts to address Year 2000
readiness issues are not successful, or if vendors or other third

14
<PAGE>
parties with whom we conduct business do not successfully address such issues,
our business, our operating results and financial condition could be materially
and adversely affected.

THE CONSUMMATION OF THE MERGER IS NOT CONDITIONED UPON ACHIEVING NASDAQ NATIONAL
MARKET SYSTEM LISTING.

There is currently no public market for our common stock. We have applied
for quotation on the Nasdaq National Market System; however, we can give no
assurance that the Nasdaq Stock Market will approve our application.

The consummation of the merger is not conditioned on achieving listing, and
we cannot assure you that a market will develop for our common stock or that we
will continue to meet the other requirements of quotation.

We believe that there will be sufficient market-makers to qualify for and
maintain a Nasdaq National Market System listing; however, no firms are
obligated to make a market in our common stock, and any firm that commences
market-making activities may cease such activities at any time.

If our common stock does not qualify for inclusion on the Nasdaq National
Market, we intend to seek listing of our shares on the Nasdaq SmallCap Market.

WE DO NOT EXPECT TO PAY ANY DIVIDENDS.

To date, we have not paid any cash dividends on our common stock, and we do
not expect to declare or pay any cash dividends in the foreseeable future. We
intend to retain all earnings, if any, for the foreseeable future for our
continued growth.

ANTI-TAKEOVER PROVISIONS COULD MAKE A THIRD-PARTY ACQUISITION OF US DIFFICULT.

Maryland corporate law restricts transactions between a corporation and its
affiliates and potential acquirers. The applicability of these provisions may
discourage bids for our common stock at a premium over the market price and may
adversely affect the market price and the voting rights of our common stock.
These statutory provisions may discourage changes in control.

RISKS RELATED TO ECOMMERCE AND THE INTERNET

THERE IS INTENSE EXISTING AND INCREASING COMPETITION FOR INTERNET-BASED
BUSINESS.

The number of Web sites competing for the attention and spending of users
and advertisers has greatly increased, and we expect it to continue to increase.
The market for Internet content sites is rapidly evolving and financial,
technical and legal barriers to entry are low, enabling newcomers to launch
competitive sites at relatively low costs.

We will compete for users, investors and advertisers with the following
types of companies:

- Online services or Web sites targeted at the various segments of the DEM
community, such as msbet.com, netnoir.com, quepasa.com, ivillage.com,
women.com and womencentral.com

- Web search and retrieval and other online service companies, commonly
referred to as portals, such as Excite, Inc., Infoseek Corporation,
Lycos, Inc. and Yahoo! Inc.

- Publishers and distributors of traditional media, such as television,
radio and print

- Online brokerages and investment banks, such as Ameritrade, DLJdirect,
eSchwab, E*trade and Wit Capital

- Traditional brokerages and investment banks

Increased competition could result in price reductions, reduced margins or
loss of market share, any of which could adversely affect our business.

15
<PAGE>
WE ARE DEPENDENT ON CONTINUED GROWTH IN USE OF THE INTERNET.

The Internet market is rapidly evolving. Our business would be adversely
affected if Internet usage does not continue to grow, particularly usage by
members of the DEM community. A number of factors unique to this medium may
inhibit Internet usage, including:

- Inadequate network infrastructure

- Security/privacy concerns

- Inconsistent quality of service

- Lack of cost-effective, high speed service

- Failure of the Internet as a viable commercial marketplace

If Internet usage grows, the Internet infrastructure may not be able to
support the demands placed on it by this growth, and its performance and
reliability may decline. In addition, in the past, Web sites have experienced
interruptions in service as a result of outages and other delays occurring
throughout the Internet infrastructure. If these outages or delays frequently
occur in the future, Internet usage, as well as the usage of our Web site, could
grow more slowly or decline.

WE MAY NOT BE ABLE TO DELIVER VARIOUS SERVICES IF THIRD PARTIES FAIL TO PROVIDE
RELIABLE SOFTWARE, SYSTEMS AND RELATED SERVICES TO US.

We are and expect to continue to be dependent on various third parties for
software, systems and related services. For example, we rely on third party
service providers for the design and development of our prototype Web site. We
will depend on third parties for the design and development of our Web site, Web
hosting and technical support, and on a licensed software package to track
demographic information of users of our Web site. We have not yet selected these
vendors. Some of these third parties that provide software and services to us
may have a limited operating history, may have relatively immature technology
and may themselves be dependent on reliable delivery of services from others. As
a result, our ability to deliver various services to our users may be adversely
affected by the failure of these third parties to provide reliable software,
systems and related services to us. If these outages or delays frequently occur
in the future, Internet usage, as well as the usage of our Web site, could grow
more slowly or decline.

INTERNET SECURITY CONCERNS COULD HINDER ECOMMERCE.

The need to securely transmit confidential information over the Internet has
been a significant barrier to electronic commerce and other Internet
communications. Any well-publicized compromise of security could deter people
from using the Internet or using it to conduct transactions that involve
transmitting confidential information. We may incur significant costs to protect
against the threat of security breaches or to alleviate problems caused by such
breaches.

WE MAY BE UNABLE TO RESPOND TO THE RAPID TECHNOLOGICAL CHANGE IN THE INDUSTRY.

The Internet market is characterized by rapidly changing technologies,
frequent new product and service introductions and evolving industry standards.
The recent growth of the Internet and intense industry competition amplify these
market characteristics. To achieve our goals, we need to integrate effectively
the various software programs and tools required to enhance and improve our
product offerings and manage our business. Our future success will depend on our
ability to adapt to rapidly changing technologies by continually improving the
performance, features and reliability of our services. We may experience
difficulties that could delay or prevent the successful development,
introduction or marketing of new products and services. In addition, any
enhancements must meet the requirements of our current and prospective users and
must achieve significant market acceptance. We could also incur substantial
costs if we need to modify our service or infrastructure to adapt to these
changes.

16
<PAGE>
THE MARKET FOR INTERNET ADVERTISING IS UNCERTAIN AND SUBJECT TO CHANGE.

We expect to derive a portion of our revenues from sponsorships and
advertising; however, demand and market acceptance for Internet advertising is
uncertain.

There are currently no uniform standards for the measurement of the
effectiveness of Internet advertising, and the industry may need to develop
standard measurements to support and promote Internet advertising as a
significant advertising medium. If such standards do not develop, existing
advertisers may not continue their levels of Internet advertising. Furthermore,
advertisers that have traditionally relied upon other advertising media may be
reluctant to advertise on the Internet. Our business would be adversely affected
if the market for Internet advertising fails to develop or develops more slowly
than expected.

Different pricing models are used to sell advertising on the Internet. It is
difficult to predict which, if any, will emerge as the industry standard. This
makes it difficult to predict our future advertising rates and revenues. Our
advertising revenues could be adversely affected if we are unable to adapt to
new forms of Internet advertising. Moreover, software programs that limit or
prevent advertising from being delivered to an Internet user's computer are
available. Widespread adoption of this software could adversely affect the
commercial viability of Internet advertising.

TO REMAIN COMPETITIVE, WE MUST CONSTANTLY EXPAND AND DEVELOP NEW CONTENT AREAS
AND SERVICES.

We may not be able to respond to changing consumer needs and industry
standards. EChapman.com may not be able to introduce new products and services
before competitors or improve existing products to match competitors' products
and services. If we do not timely and continually improve our product and
service offerings and introduce new ones, our business could be adversely
affected.

GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES COULD ADD ADDITIONAL COSTS TO
DOING BUSINESS ON THE INTERNET.

There are currently a comparatively small number of federal or state laws or
regulations that specifically regulate communications or commerce on the
Internet. However, federal and state governments are increasingly asserting more
active regulation of the Internet. These efforts include attempts to apply
existing laws of general applicability to the Internet, including actions
involving:

- User privacy, including sending of unsolicited email or "spamming"

- Consumer protection to ensure quality products and services and fair
dealing

- Media regulation, such as libel and obscenity

In addition, federal and state legislatures and administrative agencies are
beginning to consider or adopt a variety of Internet-specific statutes and
regulations. In 1998, Congress passed the Children's On-Line Privacy Protection
Act of 1998, which strictly limits the collection by Web sites of "personal
information" from children under the age of 13 by requiring, among other things,
prior parental consent.

The National Conference of Commissioners of Uniform State Laws has recently
recommended two new laws for adoption by the states. The first, the Uniform
Electronic Transaction Act, seeks to recognize the scope and enforceability of
electronic contracts and agreements generally. Separately, the Uniform Computer
Information Transaction Act seeks to impose a general contract law framework for
electronic transactions. We expect that states may adopt either or both of these
uniform acts in the near future, and a consequence may be additional
requirements and liability for Internet-based businesses. Additional legislation
could be introduced if self-regulatory efforts by online businesses are deemed
ineffective.

17
<PAGE>
Several states have adopted or are considering adoption of statutes that
address "spamming" practices on the Internet.

Moreover, it may take years to determine the extent to which existing laws
relating to issues such as copyright, trademark, trade secrets and other
intellectual property law; libel and defamation; and privacy are applicable to
the Internet. These existing and new laws and regulations could adversely affect
our business.

IF WE ESTABLISH AN INTERNET BANK, WE WILL BE SUBJECT TO ADDITIONAL GOVERNMENT
REGULATION AND RISKS.

If we establish an Internet bank, we will become subject to regulation by
federal and state banking regulators. These laws and regulations include but are
not limited to those relating to consumer lending, community development and
advertising. In addition, in conducting various aspects of a banking business,
our Internet bank would be subject to various laws and regulations relating to
commercial transactions generally, such as the Uniform Commercial Code. An
Internet bank's earnings would be affected by market interest rates and other
economic factors beyond our control, and EChapman.com and such Internet bank
would be subject to a variety of liability risks associated with the operation
of a bank.

OUR SYSTEMS MAY FAIL OR EXPERIENCE A SLOW DOWN.

If we cannot expand our systems to cope with increased demand or fail to
perform, we could experience:

- Unanticipated disruption in service

- Decreased customer service and customer satisfaction

- Delays in the introduction of new products and services

- Financial losses

- Litigation or other customer claims

- Regulatory sanctions in connection with the online brokerage services

Our ability to facilitate transactions successfully and provide high-quality
customer service also depends on the efficient and uninterrupted operation of
our computer and communications hardware systems. Fire, floods, earthquakes,
power loss, telecommunications failures, break-ins and similar events could
damage our systems. Computer viruses, electronic break-ins or other similar
disruptive problems could also adversely affect our Web site. Our business could
be adversely affected if our systems were affected by any of these occurrences.
Our insurance policies may not compensate us for any losses that may occur due
to any failures or interruptions in our systems. We do not presently have any
secondary "off-site" systems or a formal disaster recovery plan. Any system
failure that causes an interruption in service or decreases the responsiveness
of our service could impair our reputation, damage our brand name and harm our
revenues.

OUR USERS DEPEND ON OTHERS FOR ACCESS TO OUR WEB SITE.

Our users will depend on Internet service providers, online service
providers and other Web site operators for access to our Web site. Many of these
service providers have experienced significant outages in the past, and could
experience outages, delays and other difficulties due to system failures
unrelated to our systems.

WE MAY BE LIABLE IF THIRD PARTIES MISAPPROPRIATE OUR USERS' PERSONAL
INFORMATION.

If third parties were able to penetrate our network security or otherwise
misappropriate our users' personal information or credit card information, we
could be subject to liability. These could include claims for unauthorized
purchases with credit card information, impersonation or other similar fraud

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claims. They could also include claims for other misuses of personal
information, such as for unauthorized marketing purposes or the collection of
personal information from children. These claims could result in litigation. In
addition, the FTC and state agencies have been investigating various Internet
companies regarding their use of personal information. We could incur additional
expenses if new regulations regarding the use of personal information are
introduced or if our privacy practices are investigated.

WE MAY BE SUED FOR INFORMATION RETRIEVED FROM THE WEB.

We may be subjected to claims for defamation, negligence, patent, copyright
or trademark infringement, trade secret misappropriation, personal injury or
other legal theories relating to the information we publish on our Web site.
These types of claims have been brought, sometimes successfully, against
companies offering online services, as well as other print publications, in the
past. We could also be subjected to claims based upon the content that is
accessible from our Web sites through links with other Web sites or through
content and materials that may be posted by members in chat rooms or on bulletin
boards.

WE COULD BE SUBJECT TO POSSIBLE INFRINGEMENT ACTIONS BASED UPON CONTENT LICENSED
FROM OTHERS.

It is possible that we could become subject to infringement actions and
liability based upon content we may license from third parties. Any of these
claims, with or without merit, could subject us to costly litigation and the
diversion of our financial resources and technical and management personnel.
Further, if such claims are successful, we may be required to alter the content
of our Web site, pay financial damages or obtain licenses from others.

RISKS RELATED TO OUR SECURITIES BROKERAGE, INVESTMENT BANKING AND
INVESTMENT ADVISORY BUSINESSES

OUR SECURITIES BROKERAGE, INVESTMENT BANKING AND INVESTMENT ADVISORY BUSINESSES
COULD BE HARMED BY MARKET FLUCTUATIONS AND OTHER SECURITIES INDUSTRY RISKS.

Our securities brokerage, investment banking and investment advisory
businesses are concentrated in the securities industry, which is subject to
numerous and substantial risks, particularly in volatile or illiquid markets and
in markets influenced by sustained periods of low or negative economic growth.
Such risks include the risk of losses resulting from:

- Underwriting and ownership of securities

- Trading and principal activities

- Counterparty failure to meet commitments

- Customer fraud

- Employee errors

- Misconduct and fraud (including unauthorized transactions by traders)

- Failures in connection with the processing of securities transactions

In addition, our investment banking revenues may decline in periods of
reduced demand for public offerings or reduced activity in the secondary markets
and when there are reduced spreads on the trading of securities.

THE INVESTMENT BANKING, BROKERAGE AND INVESTMENT ADVISORY INDUSTRIES ARE HIGHLY
COMPETITIVE.

The investment banking, brokerage and investment advisory industries are all
extremely competitive. We encounter intense competition in all aspects of the
securities and investment advisory businesses and compete directly with other
securities and investment advisory firms, many of which

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have significantly more financial, technical, personnel and other resources than
we possess. Competition also exists for experienced personnel including
technical personnel and account executives. In addition to competition from
firms currently in the securities and investment advisory businesses, recently
we have encountered increasing competition from other sources, such as
commercial banks and insurance companies offering financial services. We also
expect competition to increase as a result of the recently-enacted Financial
Services Modernization Act of 1999, which removes barriers to affiliation
between banks, insurance companies and securities firms. See
"Business-Competition" for more information about the nature and extent of the
competition we face.

WE MAY EXPERIENCE POTENTIAL ADVERSE EFFECTS OF CHANGES IN THE ECONOMY AND MARKET
CONDITIONS.

The financial markets and businesses operating in the securities industry
are highly volatile and are directly affected by, among other factors, domestic
and foreign economic conditions and general trends in business and finance, all
of which are beyond our control. There can be no assurance that broad market
performance will be favorable in the future. Any decline in the financial
markets or a lack of sustained growth may result in a corresponding decline in
the performance of our investment products and separate accounts, which may
adversely affect assets under management and/or fees. Our revenues from
investment management are directly related to fluctuations in the dollar amount
of assets under management.

TRADING FOR OUR OWN ACCOUNT INVOLVES CERTAIN RISKS.

Our security brokerage subsidiary's trading activities involve the purchase,
sale or short sale of securities as a principal, and, accordingly, involve risks
of a change in market price of such securities and of a decrease in the
liquidity of markets, which can limit our ability to sell securities purchased
or to purchase securities sold in such transactions. In 1998, The Chapman Co.
experienced a loss on trading of $638,000. Most of this loss on trading is
attributable to an unrealized loss of value on The Chapman Co.'s market-making
inventory of approximately $405,000 and a realized loss on this inventory of
$74,000.

OUR INVESTMENT ADVISORY SUBSIDIARY IS DEPENDENT ON KEY INVESTMENT MANAGEMENT
CLIENTS.

All of Chapman Capital Management's agreements with its advisory clients are
terminable by the client upon short notice (typically 30-60 days prior written
notice). As of October 31, 1999, five clients, including two invested in DEM-MET
Trust and The Chapman U.S. Treasury Money Fund, represented approximately 69.0%
of our total assets under management. As of October 31, 1999, DEM-MET Trust,
with $290.3 million in assets under management, represented approximately 41.6%
of our total assets under management. If the DEM-MET Trust or any of our key
investment management clients terminate their advisory arrangements with us, our
advisory fee revenue would be materially and adversely affected.

OUR BROKERAGE BUSINESS IS SUBJECT TO RISKS ASSOCIATED WITH MARKET-MAKING
ACTIVITIES.

The Chapman Co. makes a market in securities of selected DEM companies.
Market-making activities typically require The Chapman Co. to maintain an
inventory of the securities in which it makes a market. The Chapman Co.'s
inventory is subject to the same risks as those faced by investors in such
securities. To the extent The Chapman Co. makes a market in small capitalization
companies, it is subject to greater risks than those associated with investments
in securities of larger, more established companies. The market for securities
by small capitalization companies is less liquid and subjects The Chapman Co. to
the risk that its sales of securities could drive down the market price and
cause The Chapman Co. to suffer losses. As of September 30, 1999, The Chapman
Co.'s inventory of market-making securities was $1,813,273, of which $681,373 is
attributable to Chapman Holding's stock and $1,131,900 is attributable to
Chapman Capital Management Holdings' stock.

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WE ARE SUBJECT TO EXTENSIVE REGULATION.

Our investment banking, brokerage and investment advisory businesses, and
the securities industry generally, are subject to extensive regulation at both
the federal and state levels. In addition, self-regulatory organizations, such
as the National Association of Securities Dealers, Inc. ("NASD"), require strict
compliance with their rules and regulations. Among other things, these
regulatory authorities impose restrictions on sales methods, trading practices,
use and safekeeping of customer funds and securities, record keeping and the
conduct of principals and employees.

The purpose of the extensive regulation of broker-dealers and investment
advisors is to protect customers and the integrity of the securities markets.
However, this regulation imposes significant compliance requirements on us.
Failure to comply with any of these laws, rules or regulations of any state or
federal regulatory authority or self regulatory organization could result in a
fine, injunction, suspension or expulsion from the industry, which could have a
material adverse effect on our business. Although we have implemented procedures
designed to achieve compliance with such laws, rules and regulations, we cannot
assume that such compliance procedures will prevent violations. Furthermore,
amendments to existing statutes and regulations or the adoption of new statutes
and regulations could require us to alter our methods of operation at costs
which could be substantial.

Securities trading and investment advisory services are activities that have
drawn particularly intensive scrutiny from regulatory agencies when conducted
over the Internet. The recent substantial increase in securities trading over
the Internet has created a renewed attention to and concern over the integrity
of brokerage firms. As a result, there may be a substantial growth in the volume
of regulations and enforcement actions with respect to online brokerage and
financial services companies. That growth is expected to be somewhat chaotic and
inconsistent since it is expected that a number of government agencies,
including foreign government agencies, will attempt to assert jurisdiction over
online trading and financial services concerns.

THE FAILURE OF OUR BROKERAGE CUSTOMERS TO MEET THEIR MARGIN REQUIREMENTS MAY
CAUSE US TO INCUR SIGNIFICANT LIABILITIES.

We clear all transactions for our brokerage customers on a fully-disclosed
basis with our clearing agent, which carries and clears all customer securities
accounts. In the future, the clearing agent may lend funds to our brokerage
customers through the use of margin credit. These loans will be made to
customers on a secured basis, with the clearing agent maintaining collateral in
the form of salable securities, cash or cash equivalents. Pursuant to the terms
of our agreement with the clearing agent, in the event that customers fail to
pay for their purchases, to supply the securities that they have sold, or to
repay funds they have borrowed, we would be obligated to indemnify the clearing
agent for any resulting losses.

OUR SECURITIES BROKERAGE SUBSIDIARY MUST COMPLY WITH NET CAPITAL REQUIREMENTS.

The SEC and the NASD impose stringent net capital requirements on securities
firms. A significant operating loss or any charge against the net capital of our
securities brokerage subsidiary could adversely affect our ability to operate,
expand or, depending upon the magnitude of the loss or charge, maintain its
present level of brokerage business. These rules could also restrict our ability
to withdraw capital from our securities brokerage subsidiary even in
circumstances where our securities brokerage subsidiary has more than the
minimum amount of required capital, which could limit our ability to implement
our strategies.

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THE CHAPMAN CAPITAL MANAGEMENT HOLDINGS SPECIAL STOCKHOLDERS' MEETING

DATE, PLACE AND TIME

The Chapman Capital Management Holdings special meeting of stockholders will
be held at the World Trade Center--Baltimore, 401 East Pratt Street, Suite 2800,
Baltimore, Maryland 21202, on January [ ], 2000 at 11:00 a.m. local time.

PURPOSE OF THE SPECIAL MEETING

At the Chapman Capital Management Holdings special meeting, stockholders
will consider and vote upon (i) the proposal to approve the merger agreement and
the merger contemplated thereby pursuant to which each share of Chapman Capital
Management Holdings common stock (other than shares held by Chapman Capital
Management Holdings stockholders who properly perfect their dissenters' rights)
automatically shall become and be converted into the right to receive 2.23363
shares of EChapman.com common stock and cash in lieu of fractional shares of
EChapman.com common stock, and (ii) such other matters as may properly be
brought before the Chapman Capital Management Holdings special meeting.

The Chapman Capital Management Holdings Board of Directors unanimously
recommends a vote FOR approval of the merger agreement and the merger
contemplated thereby.

RECORD DATE

The Chapman Capital Management Holdings Board of Directors has fixed the
close of business on December [ ], 1999 (the "Record Date") as the record date
for determining holders entitled to notice of and to vote at the special
meeting. Accordingly, only holders of record of Chapman Capital Management
Holdings common stock at the close of business on the Record Date will be
entitled to notice of, and to cast their vote at, the special meeting. As of
December [ ], 1999, there were 3,351,334 shares of Chapman Capital Management
Holdings common stock issued and outstanding held by approximately 23 holders of
record.

VOTING INFORMATION

Each holder of record of shares of Chapman Capital Management Holdings
common stock on the Record Date is entitled to cast one vote per share, in
person or by properly executed proxy, on any matter that may properly come
before the special meeting. The presence, in person or by properly executed
proxy, of the holders of a majority of the shares of Chapman Capital Management
Holdings common stock outstanding on the Record Date is necessary to constitute
a quorum at the special meeting.

The approval of the merger requires the affirmative vote of the holders of
at least a majority of the outstanding shares of Chapman Capital Management
Holdings common stock entitled to vote thereon.

Votes cast by proxy or in person at the special meeting will be tabulated to
determine whether or not a quorum is present. Where, as to any matter submitted
to the stockholders for a vote, stockholders appear in person but abstain from
voting, such abstentions will be treated as shares that are present and entitled
to vote for purposes of determining the presence of a quorum. If a broker
indicates on the proxy that it does not have discretionary authority as to
certain shares to vote on a

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particular matter (a "broker non-vote"), those shares are also treated as shares
that are present and entitled to vote for quorum purposes. Because the required
vote of stockholders on the merger agreement and the merger are based upon the
total number of outstanding shares of Chapman Capital Management Holdings common
stock, the failure to submit a proxy card (or the failure to vote in person at
the special meeting, the abstention from voting and any broker non-vote will
(except for purposes of rights of dissenting stockholders)) have the same effect
as a vote against the merger agreement and the merger.

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THE MERGER

THE FOLLOWING DESCRIPTION OF THE MERGER DOES NOT PURPORT TO BE COMPLETE AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MERGER AGREEMENT, A COPY OF
WHICH IS ATTACHED TO THIS PROSPECTUS AND PROXY STATEMENT AS ANNEX A AND
INCORPORATED HEREIN BY REFERENCE.

GENERAL

EChapman.com, Inc. is a newly-formed company and has had no operations to
date. EChapman.com has three wholly-owned subsidiaries:

- CCMHI Merger Subsidiary, Inc.

- CHI Merger Subsidiary, Inc.

- CIHI Merger Subsidiary, Inc.

These subsidiaries were formed for the sole purpose of effecting the mergers
described below.

On November 15, 1999, EChapman.com entered into merger agreements with each
of Chapman Holdings, Chapman Capital Management Holdings, Inc. and Chapman
Insurance Holdings, Inc. to acquire all of the outstanding stock of each of
these companies. The merger agreements provide that (1) Chapman Capital
Management Holdings will merge with CCMHI Merger Subsidiary, (2) Chapman
Holdings will merge with CHI Merger Subsidiary and (3) Chapman Insurance
Holdings will merge with CIHI Merger Subsidiary. CCMHI Merger Subsidiary, CHI
Merger Subsidiary and CIHI Merger Subsidiary will each be the surviving entities
in their respective mergers and will be renamed Chapman Capital Management
Holdings, Inc., Chapman Holdings, Inc. and Chapman Insurance Holdings, Inc.,
respectively.

Upon consummation of the acquisitions, EChapman.com will directly own 100%
of Chapman Capital Management Holdings, Chapman Holdings and Chapman Insurance
Holdings and will indirectly control:

- The Chapman Co., a full service securities brokerage and investment
banking firm and wholly-owned subsidiary of Chapman Holdings

- Charles A. Bell & Co., Inc., a California holding company and indirect
wholly owned subsidiary of Chapman Holdings

- Charles A. Bell Securities Corp., a California broker-dealer and indirect
wholly owned subsidiary of Chapman Holdings

- Charles A. Bell Asset Management, Inc., a California asset management firm
and indirect wholly owned subsidiary of Chapman Holdings

- Chapman Capital Management, Inc., an investment advisory firm and
wholly-owned subsidiary of Chapman Capital Management Holdings

- The Chapman Insurance Agency, Incorporated, a licensed insurance agency
that sells annuity products and which is a wholly-owned subsidiary of
Chapman Insurance Holdings

Chapman Holdings was incorporated in Maryland on December 12, 1997, has been
publicly traded since February 1998 and is quoted on the Nasdaq SmallCap Market
under the symbol CMGT.

Chapman Capital Management Holdings was incorporated in Maryland on
January 8, 1998, has been publicly traded since August 1998 and is quoted on the
Nasdaq SmallCap Market under the symbol CMGT.

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Chapman Insurance Holdings was incorporated in Maryland on January 8, 1998,
has remained a privately-held company and has not had significant operations to
date.

Upon consummation of the mergers and the initial public offering of
EChapman.com, Nathan A. Chapman, Jr., will be the majority stockholder of
EChapman.com, with 52.2% of the outstanding common stock.

THE MERGER AGREEMENT

GENERAL

The Merger Agreement provides that, subject to the satisfaction or waiver of
the conditions set forth therein, Chapman Capital Management Holdings will be
merged into CCMHI Merger Subsidiary, whereupon, the separate existence of
Chapman Capital Management Holdings shall cease and Merger Subsidiary will be
the surviving corporation and change its name to Chapman Capital Management
Holdings, Inc. Each share of Chapman Capital Management Holdings common stock
(other than shares held by Chapman Capital Management Holdings stockholders who
properly perfect their dissenters' rights) automatically shall become and be
converted into the right to receive 2.23363 shares of EChapman.com common stock
and payment for fractional shares held. Certificates for Chapman Capital
Management Holdings common stock shall be exchanged for certificates of
EChapman.com common stock as described below.

Upon consummation of the merger and the EChapman.com initial public
offering, former Chapman Capital Management Holdings stockholders will own
approximately 45.3% of the outstanding EChapman.com common stock.

CONDITIONS TO MERGER

Consummation of the merger is conditioned upon, among other things, approval
of the merger agreement and the merger by an affirmative vote of at least a
majority of the outstanding shares of Chapman Capital Management Holdings common
stock entitled to vote thereon. As of December [ ], 1999, Nathan A. Chapman,
Jr., the President and Chairman of the Board of both Chapman Capital Management
Holdings and EChapman.com, owned 2,285,143 shares constituting approximately
68.2% of the Chapman Capital Management Holdings common stock. He has executed a
support agreement to support and to vote to approve the merger. This support
agreement ensures that the merger and the merger agreement will be approved even
if all of our other stockholders vote their shares against the proposal.

The obligation of EChapman.com and Chapman Capital Management Holdings to
consummate the merger is subject to the satisfaction of certain further
conditions including the following: (1) the approval of the merger agreement and
the merger by the stockholders of Chapman Capital Management Holdings;
(2) completion of an initial public offering of EChapman.com common stock in
which (i) EChapman receives gross proceeds of no less than $20 million and
(ii) the price paid by the public for such shares reflects a preoffering
valuation of EChapman of no less than $80 million; (3) closing of the proposed
merger of Chapman Holdings, Inc. into CHI Merger Subsidiary, a wholly-owned
subsidiary of EChapman; (4) receipt of an opinion of counsel confirming certain
of the tax consequences of the merger for Chapman Capital Management Holdings
stockholders as set forth above under the heading "--Certain Federal Income Tax
Consequences;" (5) the effectiveness of the Registration Statement pertaining to
the issuance of the shares of EChapman.com common stock to be issued to holders
of Chapman Capital Management Holdings common stock in the merger; (6) the
receipt by Chapman Capital Management Holdings of the written opinion of Tucker
Anthony to the effect that the consideration to be received by the stockholders
of Chapman Capital Management Holdings in the merger is fair from a financial
point of view; and (7) the accuracy and satisfaction of various financial and
legal representations and conditions, including representations and conditions
of

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Chapman Holdings in the merger agreement by and among EChapman.com, CHI Merger
Subsidiary and Chapman Holdings, as of the date of closing of the EChapman.com
initial public offering.

INDEMNIFICATION

The merger agreement also provides that for a period of six years from and
after the merger, CCMHI Merger Subsidiary and EChapman.com shall indemnify,
defend and hold harmless each individual who served as a director, or officer of
Chapman Capital Management Holdings or any of its subsidiaries (the "Indemnified
Parties") at any time prior to the merger from and against (i) all losses,
claims, damages, costs, expenses, liabilities or judgments or amounts that are
paid in settlement of or in connection with any claim, action, suit, proceeding
or investigation based in whole or in part on or arising in whole or in part out
of the fact that such person is or was a director or officer of Chapman Capital
Management Holdings or any of its subsidiaries, whether pertaining to any matter
existing or occurring at or prior to the merger and whether asserted or claimed
prior to, or at or after the merger and (ii) all such liabilities based in whole
or in part on, or arising in whole or in part out of, or pertaining to this
Agreement or the transactions contemplated hereby, in each case to the full
extent a corporation is permitted under the MGCL to indemnify its own directors
and officers, as the case may be.

NO SOLICITATION

The merger agreement provides that after the date of the merger agreement
and prior to the Effective Time Chapman Capital Management Holdings shall not,
and shall not permit any of its subsidiaries to (i) initiate, solicit or seek,
directly or indirectly, any inquiries or the making or implementation of any
proposal or offer (including, without limitation, any proposal or offer to its
stockholders) to acquire all or any substantial part of the business and
properties of Chapman Capital Management Holdings and its subsidiaries or more
than fifty percent (50%) of the capital stock of Chapman Capital Management
Holdings and its subsidiaries, whether by merger, purchase of assets, tender
offer or otherwise, whether for cash, securities or any other consideration or
combination thereof except for the transaction contemplated herein (any such
transactions being referred to herein as "Acquisition Transactions") or
(ii) otherwise cooperate in any effort or attempt to make, implement or accept
an Acquisition Transaction. Notwithstanding any other provision of the merger
agreement, in response to an unsolicited proposal or inquiry (or a proposal or
inquiry arising from a general solicitation) with respect to an Acquisition
Transaction and subject to the duties of Chapman Capital Management Holdings'
Board of Directors under applicable law, if such Acquisition Transaction is a
tender offer subject to the provisions of Section 14(d) under the Exchange Act,
Chapman Capital Management Holdings' Board of Directors may take and disclose to
Chapman Capital Management Holdings' stockholders a position contemplated by
Rule 14e-2(a) under the Exchange Act. In the event Chapman Capital Management
Holdings shall receive any offer of an Acquisition Transaction, it shall
(i) immediately inform EChapman.com of such offer, and (ii) furnish to
EChapman.com the identity of the proponent of such offer and, unless the Board
of Directors of Chapman Capital Management Holdings concludes that such
disclosure is inconsistent with its duties under applicable law, a description
of the material terms thereof. Chapman Capital Management Holdings may terminate
the merger agreement, withdraw, modify or not recommend the merger to Chapman
Capital Management Holdings stockholders, and enter into a definitive agreement
for an Acquisition Transaction if, but only if, (i) the Board of Directors of
Chapman Capital Management Holdings shall have consulted with legal counsel
concerning its obligations under applicable law, (ii) Chapman Capital Management

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Holdings shall have determined in good faith after consultation with the
independent financial advisors of Chapman Capital Management Holdings that such
Acquisition Transaction would be more favorable to Chapman Capital Management
Holdings stockholders from a financial point of view than the merger, and
(iii) the Board of Directors of Chapman Capital Management Holdings shall
conclude in good faith that such action is necessary in order for the Board of
Directors of Chapman Capital Management Holdings to act in a manner that is
consistent with its obligations under applicable law.

TERMINATION

The merger agreement may be terminated by the mutual consent of the parties,
or at any time prior to the closing of the merger, whether before or after
approval of the matters presented in connection with the merger by the
stockholders of Chapman Capital Management Holdings (i) by Chapman Capital
Management Holdings (A) if the merger is not completed by June 30, 2000 other
than on account of delay or default on the part of Chapman Capital Management
Holdings; (B) if the merger or the transactions set forth in the CCMHI Merger
Agreement are enjoined by a final, unappealable court order not entered at the
request or with the support of Chapman Capital Management Holdings or any of its
affiliates or associates; (C) if Chapman Capital Management Holdings enters into
a qualifying Acquisition Transaction and Chapman Capital Management Holdings has
paid EChapman.com $3 million in lieu of any other payments or penalties or the
reimbursement of expenses incurred by EChapman.com; (D) if Chapman Capital
Management Holdings stockholders' vote is not sufficient to approve the merger
and the merger agreement; or (ii) by EChapman.com (X) if the merger is not
completed by June 30, 2000 other than on account of delay or default on the part
of EChapman.com; (Y) if the merger or the transactions set forth in the merger
agreement are enjoined by a final, unappealable court order; or (Z) if Chapman
Capital Management Holdings stockholders' vote is not sufficient to approve the
merger and the merger agreement.

The merger agreement may not be amended except by action taken by the
parties' respective Boards of Directors or duly authorized committees thereof
and then only by an instrument in writing signed on behalf of each of the
parties and in compliance with applicable law.

At any time prior to the Effective Time, any party to the merger agreement
may (a) extend the time for the performance of any of the obligations or other
acts of the other parties hereto, (b) waive any inaccuracies in the
representations and warranties contained herein or in any document delivered
pursuant thereto, and (c) waive compliance with any of the agreements or
conditions contained in the merger agreement. Any such extension or waiver shall
not be deemed to be continuing or to apply to any future obligation or
requirement of any part hereto provided in the merger agreement. Any agreement
on the part of a party to the merger agreement to any such extension or waiver
shall be valid if set forth in an instrument in writing signed on behalf of such
party.

RECOMMENDATION OF CHAPMAN CAPITAL MANAGEMENT HOLDINGS BOARD OF DIRECTORS

The Board of Directors has concluded that the terms of the merger are
advisable and are fair to, and in the best interests of, Chapman Capital
Management Holdings and the Chapman Capital Management Holdings stockholders.
Upon consummation of the merger, the former Chapman Capital Management Holdings
stockholders who become holders of EChapman.com common stock will be
stockholders in a larger entity and, if the listing application of EChapman.com
is approved, the EChapman.com common stock will be publicly traded on the Nasdaq
National Market. Each Chapman Capital Management Holdings stockholder who
becomes a holder of EChapman.com common stock shall possess the same rights as
other EChapman.com holders, and former Chapman Capital Management Holdings
stockholders as a group will no longer be taking action at the Chapman Capital
Management Holdings corporate level.

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BACKGROUND OF THE MERGER

Since the initial public offerings of Chapman Holdings and Chapman Capital
Management Holdings, their common management has discussed various strategies
that could be separately implemented to exploit opportunities available through
the Internet to market their traditional financial services to their target
market, the DEM community. They have further considered various alternatives
that would be available to raise the necessary capital to implement such
strategies. Separate from these discussions, Nathan A. Chapman, Jr., President,
Chairman of the Board and majority stockholder of each of Chapman Holdings and
Chapman Capital Management Holdings, has recognized that, in addition to the
traditional financial services, other products and services can effectively be
marketed to the DEM community through the Internet. Over the past year, these
separate discussions have evolved into the EChapman.com business plan which
includes the combination of Chapman Holdings and Chapman Capital Management
Holdings and their various subsidiaries.

On August 25, 1999, Mr. Chapman discussed the proposed EChapman.com business
plan with the Chapman Capital Management Holdings Board of Directors. On
November 1, 1999, the Board reconvened to consider the business plan and
authorized Chapman Capital Management Holdings to retain legal, accounting and
financial advisors to commence implementation of the merger. In light of the
interested status of Mr. Chapman and Mr. Bravo, the Board established a Merger
Committee, consisting solely of independent non-employee directors, to consider
the proposed merger. The Merger Committee retained Ballard Spahr Andrews &
Ingersoll, LLP as its counsel to assist in negotiating the terms of the merger
and the merger agreement.

Prior to the November 1, 1999 meeting, representatives of Ballard Spahr
conducted extensive due diligence reviews over a period of three days with
respect to Chapman Capital Management Holdings and each of the other companies
expected to merge into EChapman.com.

On November 3, 1999, the Merger Committee held a meeting, at which
representatives of Ballard Spahr were present throughout, and at which a
preliminary due diligence report was provided to the Merger Committee. Also at
that meeting, representatives of Tucker Anthony Cleary Gull made a presentation
to the Merger Committee and the Merger Committee asked questions of such
representatives about the background, experience and independence of Tucker
Anthony. After such presentation and questioning, the Merger Committee formally
engaged Tucker Anthony Cleary Gull as its financial advisor to assist in
determining whether the merger is fair to the Chapman Capital Management
Holdings stockholders from a financial point of view.

On November 8, 1999, a representative of Tucker Anthony conducted a due
diligence visit at the corporate headquarters of Chapman Capital Management
Holdings. In addition, discussions were held with certain executives of Chapman
Capital Management Holdings as well as representatives of its independent public
accountants, Arthur Andersen LLP, concerning valuation expectations. During the
week of November 8, 1999, representatives of Ballard Spahr continued to
negotiate the terms of the Merger Agreement with the legal advisors of
EChapman.com.

On November 11, 1999, the Merger Committee held a meeting, at which
representatives of Ballard Spahr and Tucker Anthony were present, which
continued for over six hours. Tucker Anthony presented its written opinion to
the Merger Committee to the effect that the merger is fair to the Chapman
Capital Management Holdings stockholders from a financial point of view and
explained to the Merger Committee in detail the analysis undertaken by Tucker
Anthony. Extensive discussion and questioning followed the presentation by
Tucker Anthony. Representatives of Ferris, Baker Watts, in its capacity as
qualified independent underwriter for the offering by EChapman.com, were invited
to participate in part of the meeting as were representatives of Chapman Capital
Management Holdings, including Nathan A. Chapman, Jr., for the purpose of
responding to questions from the Merger Committee and its legal and financial
advisors. The Merger Committee adjourned the meeting to allow

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committee members sufficient time to review and consider the materials provided
by Tucker Anthony as well as certain other documents.

On November 12, 1999, the Merger Committee held a meeting, at which
representatives of Ballard Spahr were present, to further consider the proposed
merger. Representatives of Ballard Spahr gave a detailed presentation to the
Merger Committee regarding the material terms of the merger agreement, including
the termination provisions and presented a final due diligence report. After
extensive discussion and questioning among the members of the Merger Committee
and the representatives of Ballard Spahr, the Merger Committee determined that
it needed to give additional consideration to certain terms of the proposed
merger. The Merger Committee adjourned the meeting and decided to meet again on
November 14, 1999 to make its final determination about the merger.

Between the November 12, 1999 and November 14, 1999 Merger Committee
meetings, representatives of Ballard Spahr and representatives of the legal
advisors of EChapman.com continued to negotiate the terms of the Merger
Agreement.

On November 14, 1999, the Merger Committee held a meeting, at which
representatives of Tucker Anthony and Ballard Spahr were present, to discuss the
terms of the proposed merger to which they had given additional consideration
and certain other issues. After this discussion and questioning, the Merger
Committee adopted a resolution recommending that the Board of Directors approve
the merger.

Immediately thereafter on November 14, 1999, the Board of Directors held a
meeting, at which representatives of Tucker Anthony, the legal advisors of
EChapman.com and Ballard Spahr were present. Tucker Anthony reiterated the
opinion delivered to the Merger Committee and the Board of Directors unanimously
approved the merger agreement and merger, declared the merger advisable and
recommended approval to the stockholders. Tucker Anthony delivered a revised
written opinion dated November 15, 1999 to the effect that the merger is fair to
the Chapman Capital Management Holdings stockholders from a financial point of
view.

On November 12, 1999, Nathan A. Chapman, Jr., the President and Chairman of
the Board of both Chapman Capital Management Holdings and EChapman.com, who
owned 2,285,143 shares constituting approximately 68.2% of the Chapman Capital
Management Holdings common stock, executed an agreement to support and to vote
to approve the merger agreement and merger.

REASONS FOR THE MERGER; RECOMMENDATION OF THE CHAPMAN CAPITAL MANAGEMENT
HOLDINGS BOARD OF DIRECTORS

Our Board of Directors has unanimously approved and recommends that Chapman
Capital Management Holdings stockholders vote to approve the merger agreement
and the merger and declared the merger advisable. The Board believes that the
terms of the merger agreement and the merger are in the best interests of
Chapman Capital Management Holdings and the Chapman Capital Management Holdings
stockholders.

At a meeting on November 14, 1999, our Board of Directors, on the
recommendation of the Merger Committee, unanimously approved the terms of the
merger agreement and the merger. The Board believes that the terms of the merger
are fair to, and in the best interests of, our stockholders and unanimously
recommends that you vote in favor of the merger. In the course of evaluating
recent trends in the financial industry, our management has recognized both the
opportunities presented by the Internet and the challenges faced by us and
comparably sized companies with respect to exploiting such opportunities. These
considerations led us to analyze alternatives that would enhance stockholder
value and permit us to implement an Internet strategy.

The alternatives we considered included the possibility of additional
capital-raising transactions and debt financing. However, we ultimately
determined that we could provide a more extensive line of

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services and achieve substantial economies of scale if we pursued a common
Internet strategy with Chapman Holdings. We also recognized that, in addition to
financial services, the combined company would be better able to raise capital
and, therefore, could provide additional, non-financial services to the DEM
community that we have developed. Further, we considered that a merger would
diversify our existing business, improve our prospects for long-term growth and
thereby increase stockholder value. The other alternatives analyzed by our Board
of Directors did not offer the same growth opportunities as the proposed merger.

The Board determined that the merger with EChapman.com was comparatively
better than the alternative strategy of individually accessing the capital
markets or obtaining debt financing because the merger offers us the opportunity
to provide a broader line of financial services to the DEM community and the
proposed Ecommerce strategy of EChapman.com represents an opportunity for our
stockholders and clients.

Our management believes that the merger will reduce risks associated with
our continued independent operations, including the:

- limited ability to access capital due to our smaller capital base and
operational resources;

- potential downside exposure associated with the limited financial services
that we currently provide; and

- the increasing challenge in meeting the growth expectations of our
stockholders.

Management believes that our stockholders will benefit from the merger and
resulting investment in EChapman.com because the merger provides:

- the potential for increasing products and services that we can offer our
client base;

- an experienced, growth oriented management team focused on the combined
operations of EChapman.com;

- a means to create operational efficiencies and cost savings in the
combined operations through

- lowering our financing costs; and

- further integrating administrative operations.

- the opportunity to diversify our operations and, as a result, expand our
customer base;

- improved market liquidity and a greater ability to attract market makers,
stock market analysts and institutional investors to our stock; and

- ownership in a larger entity with significant growth opportunities for our
stockholders.

Management also believes that there are some detriments and uncertainties to
the merger, including but not limited to:

- EChapman has not launched its Web site;

- We do not intend to resolicit votes if the merger agreement is amended;

- EChapman.com has no Internet-related operating history and has not entered
into agreements with advertisers, strategic partners or content providers;

- EChapman.com has a history of operating losses, and expects to continue to
incur significant losses for the foreseeable future;

- EChapman.com's promotion of the EChapman.com brand must be successful in
order to attract users as well as advertisers and other strategic
partners;

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<PAGE>
- Use of the DEM strategy on the Internet is new and untested;

- There is no prior public market for EChapman.com common stock and the
market price is likely to fluctuate significantly;

- The merger is not conditioned upon achieving Nasdaq National Market System
listing for the EChapman common stock;

- There is intense existing and increasing competition for Internet-based
business;

- EChapman.com are dependent on continued growth in use of the Internet;

- EChapman.com may not be able to deliver various services if third parties
fail to provide reliable software, systems and related services;

- Internet security concerns could hinder Ecommerce;

- EChapman.com may be unable to respond to the rapid technological change in
the industry;

- The market for Internet advertising is uncertain and subject to change;

- To remain competitive, EChapman.com must constantly expand and develop new
content areas and services;

- Government regulation and legal uncertainties could add additional costs
to doing business on the Internet;

- If EChapman.com establishes an Internet bank, EChapman.com will be subject
to additional government regulation and risks;

- EChapman.com's systems may fail or experience a slow down;

- EChapman.com's users depend on others for access to the Web site;

- EChapman.com may be liable if third parties misappropriate users' personal
information;

- EChapman.com may be sued for information retrieved from the Web;

- EChapman.com could be subject to possible infringement actions based upon
content licensed from others;

We discuss these detriments and uncertainties and others in the Risk Factors
section of this document.

After consulting with and considering the analysis of Tucker Anthony, our
Board of Directors determined that it was in the best interests of our
stockholders to pursue the merger. In making this determination, the Board
considered the positive and negative factors set forth above. Our legal counsel
advised the Board about its duties under Maryland law in the evaluation of the
proposed transaction. Among the items considered by the Board were the
presentations made by Mr. Chapman at the Board meetings of September 2-3, 1999
and October 28, 1999 and the opinion of Tucker Anthony delivered November 11,
1999, reiterated on November 14, 1999 and updated and delivered in writing on
November 15, 1999 to the effect that, subject to the assumptions, limitations
and qualifications set forth in the opinion, the exchange ratio used to
determine the number of shares of EChapman.com common stock to be issued in
exchange for our common stock in connection with the merger is fair to our
stockholders from a financial point of view. Our Board of Directors believes
that the terms of the merger remain fair and in the best interests of our
stockholders as of the date of this document.

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<PAGE>
The preceding discussion sets forth the material information and factors
considered by our Board of Directors in determining the fairness to our
stockholders of the stock issuance in connection with the merger and the
associated change of control. In view of the variety of factors considered in
connection with its evaluation of the merger, the Board did not find it
practicable or necessary to and did not quantify or otherwise assign relative
weights to the specific factors considered in reaching its determination.
Moreover, the Board did not expressly adopt the Tucker Anthony opinion as a
conclusive endorsement of the transaction, but did weigh it along with the other
factors described. Individual members of the Board may have given different
weights to different factors.

THE CHAPMAN CAPITAL MANAGEMENT HOLDINGS BOARD OF DIRECTORS BELIEVES THAT THE
MERGER AGREEMENT AND THE MERGER ARE IN THE BEST INTERESTS OF CHAPMAN CAPITAL
MANAGEMENT HOLDINGS AND THE CHAPMAN CAPITAL MANAGEMENT HOLDINGS STOCKHOLDERS.
THE CHAPMAN CAPITAL MANAGEMENT HOLDINGS BOARD OF DIRECTORS RECOMMENDS THAT THE
CHAPMAN CAPITAL MANAGEMENT HOLDINGS STOCKHOLDERS VOTE TO APPROVE THE MERGER
AGREEMENT AND THE MERGER.

EFFECTIVE DATE

As soon as practicable after the performance of all agreements and
obligations of the parties under the merger agreement and upon fulfillment or
waiver of all conditions precedent contained therein, Merger Subsidiary and
Chapman Capital Management Holdings will execute and deliver Articles of Merger,
and will file the articles with the State Department of Assessments and Taxation
of the State of Maryland (the "SDAT"). The merger shall become effective on such
date and time (the "Effective Date") as set forth in the Articles of Merger as
filed with the SDAT.

PROCEDURES FOR EXCHANGE OF CERTIFICATES

On and after the Effective Date, certificates for shares of Chapman Capital
Management Holdings common stock shall represent the right to receive
certificates representing the number of whole shares of EChapman.com common
stock and cash in lieu of fractional shares represented thereby, as described
herein. Certificates representing shares of Chapman Capital Management Holdings
common stock may be exchanged after the Effective Date by surrendering such
certificates to UMB Bank, N.A., acting as exchange agent, or such other or
additional exchange agent as EChapman.com may select (the "Exchange Agent"), in
exchange for new certificates representing the appropriate number of whole
shares of EChapman.com common stock determined by the exchange ration and for
cash in lieu of any fractional shares.

No certificates for fractional shares of EChapman.com common stock shall be
issued but, in lieu thereof, and solely as a mechanism for rounding
stockholdings to whole shares, EChapman.com will pay cash for such fractional
shares on the basis of $34 per share, without interest, upon surrender of
certificates for Chapman Capital Management Holdings common stock representing
such fractional shares. No such holder shall be entitled to dividends, voting
rights or any other rights of stockholders in respect of any fractional share.

Shortly after the Effective Date, Chapman Capital Management Holdings
stockholders will receive transmittal forms and instructions as to the time and
method of surrendering their certificates. Until so surrendered, certificates
formerly representing shares of Chapman Capital Management Holdings common stock
(other than shares of dissenting stockholders as described herein under the
heading "--Rights of Dissenting Stockholders") will be deemed for all corporate
purposes to evidence the number of whole shares of EChapman.com common stock
that a holder would be entitled to receive upon surrender and the cash to be
paid in lieu of fractional shares. Dividends and other distributions, if any,
that become payable on whole shares of EChapman.com common stock pending
exchange of certificates representing shares of Chapman Capital Management
Holdings common stock will be

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<PAGE>
retained by EChapman.com or the Exchange Agent until surrender of the
certificates, at which time those dividends and any other distributions will be
paid without interest.

CHAPMAN CAPITAL MANAGEMENT HOLDINGS STOCKHOLDERS SHOULD NOT FORWARD STOCK
CERTIFICATES UNTIL THEY HAVE RECEIVED TRANSMITTAL FORMS AND INSTRUCTIONS.
CHAPMAN CAPITAL MANAGEMENT HOLDINGS STOCKHOLDERS SHOULD NOT RETURN STOCK
CERTIFICATES WITH THE ENCLOSED PROXY.

OPINION OF TUCKER ANTHONY CLEARY GULL

Tucker Anthony Cleary Gull ("Tucker Anthony") was retained by the Merger
Committee of the Board of Directors (the "Merger Committee") of Chapman Capital
Management Holdings, Inc. in a letter dated November 3, 1999 to render a written
opinion (the "Fairness Opinion") as to the fairness, from a financial point of
view, of the consideration to be received by the independent public stockholders
(excluding insiders and affiliates) of Chapman Capital Management Holdings'
common stock as a result of a merger agreement (the "CCMH Merger Agreement")
with EChapman.com pursuant to which all of the outstanding shares of Chapman
Capital Management Holdings' common stock will be exchanged for shares of
EChapman.com, Inc. common stock.

The Merger Committee selected Tucker Anthony to render the Fairness Opinion
for a number of reasons including its experience and reputation in the area of
valuation and financial advisory work generally, and in relation to financial
institutions specifically. Tucker Anthony is a nationally recognized investment
banking firm and is regularly engaged in the valuation of businesses and their
securities in connection with mergers and acquisitions, negotiated
underwritings, private placements and valuations for corporate and other
purposes.

Tucker Anthony has rendered a written opinion to the Merger Committee to the
effect that, as of November 15, 1999 and as of the date of this Proxy
Statement-Prospectus, the consideration to be paid to the independent public
holders (excluding insiders and affiliates) of Chapman Capital Management
Holdings' common stock pursuant to the CCMH Merger Agreement is fair, from a
financial point of view, to the holders of the Chapman Capital Management
Holdings' common stock. THE FULL TEXT OF THE FAIRNESS OPINION DATED AS OF THE
DATE OF THIS PROXY STATEMENT, SETTING FORTH THE ASSUMPTIONS MADE, PROCEDURES
FOLLOWED, MATTERS CONSIDERED AND CERTAIN LIMITATIONS ON THE REVIEW UNDERTAKEN BY
TUCKER ANTHONY, IS INCLUDED AS ANNEX II HERETO. HOLDERS OF THE CHAPMAN CAPITAL
MANAGEMENT HOLDINGS' COMMON STOCK ARE URGED TO READ THE FAIRNESS OPINION IN ITS
ENTIRETY. This opinion is directed to the Merger Committee of the Board of
Directors of Chapman Capital Management Holdings and does not constitute a
recommendation to any holder of Chapman Capital Management Holdings' common
stock as to how such stockholder should vote at the meeting. Tucker Anthony and
the Merger Committee have agreed that they do not believe any party other than
the Merger Committee has the legal right to rely on the opinion and, absent any
controlling precedent, would resist any assertion otherwise. The November 15th
opinion is substantially identical to the opinion attached hereto.

As compensation for its services in rendering the Fairness Opinion, Chapman
Capital Management Holdings has agreed to pay Tucker Anthony: a) a retainer fee
of $12,500 due upon execution of the letter of engagement; b) an opinion fee of
$50,000 at the time of delivery of the written fairness opinion; and c) an
update fee of $25,000 at the time of delivery of the update opinion. All of
these amounts have been paid as of the date hereof. Chapman Capital Management
Holdings has also agreed to reimburse Tucker Anthony for its out-of-pocket
expenses and to indemnify Tucker Anthony against certain liabilities arising out
of its services.

In arriving at its opinion dated as of the date hereof, Tucker Anthony,
among other things, reviewed the Agreement and Plan of Merger by and among
EChapman.com, Inc., CCMH Merger Subsidiary, Inc. and Chapman Capital Management
Holdings dated November 14, 1999; reviewed the Agreement and Plan of Merger (the
"CHI Merger Agreement") by and among EChapman.com, Inc., CHI Merger
Subsidiary, Inc. and Chapman Holdings, Inc. dated November 15, 1999; reviewed
the

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<PAGE>
EChapman.com Form SB-2 ("Form SB-2") dated November 15, 1999; reviewed certain
historical financial and other information concerning Chapman Capital Management
Holdings and Chapman Holdings for the nine month period ended September 30, 1999
and for the fiscal years ended December 31, 1998 and December 31, 1997, as filed
with the SEC; reviewed certain estimated financial and other information
concerning Chapman Capital Management Holdings and Chapman Holdings for the
fiscal year ending December 31, 1999; held discussions with the senior
management of Chapman Capital Management Holdings, Chapman Holdings and
EChapman.com with respect to their past and current financial performance,
financial condition and future prospects; reviewed certain internal financial
data, projections and other information of Chapman Capital Management Holdings,
Chapman Holdings and EChapman.com including financial projections prepared by
management; reviewed certain historical financial and other information
concerning Chapman Insurance Holdings for the nine month period ended
September 30, 1999 and for the fiscal years ended December 31, 1998 and
December 31, 1997; held discussions with the senior management of Chapman
Insurance Holdings with respect to their past and current financial performance,
financial condition and future prospects and reviewed the proposed Chapman
Insurance Holdings merger terms as presented in Form SB-2; analyzed certain
publicly available information of other asset management and investment banking
firms deemed comparable or otherwise relevant to our inquiry, and compared
Chapman Capital Management Holdings and Chapman Holdings from a financial point
of view with certain of these firms; compared the consideration to be received
by the stockholders of Chapman Capital Management Holdings and Chapman Insurance
Holdings pursuant to the CCMH Merger Agreement and the CHI Merger Agreement with
the consideration received by stockholders in other acquisitions of asset
management and investment banking firms deemed comparable or otherwise relevant
to its inquiry; reviewed historical trading activity and ownership data of
Chapman Capital Management Holdings and Chapman Holdings common stock and
considered the prospects for price movement in each; and conducted such other
financial studies, analyses and investigations and reviewed such other
information as it deemed appropriate to enable it to render its opinion. In its
review, it also took into account an assessment of general economic, market and
financial conditions and certain industry trends and related matters. Tucker
Anthony's opinions were necessarily based upon conditions as they existed and
could be evaluated on the date thereof and the information made available to
Tucker Anthony through the date thereof. No limitations were imposed by the
Merger Committee with respect to the investigations made or procedures followed
by Tucker Anthony in its review and analysis.

Tucker Anthony noted that the merger is subject to the condition that
EChapman.com completes a public offering of its common stock in which
(i) EChapman.com receives gross proceeds of no less than $20.0 million and
(ii) the price paid by the public for shares of EChapman.com common stock
reflects a post-merger, pre-offering valuation of EChapman.com of no less than
$80.0 million (which would equate to a pre-merger, pre-offering valuation of
Chapman Capital Management Holdings of approximately $45.2 million, or $13.40
per share). Tucker Anthony has assumed that this and all other conditions to the
merger will be satisfied prior to completion of the merger.

Tucker Anthony's opinion assumes that the EChapman.com public offering is
fairly priced and that each of the constituent transactions is adequately
disclosed in EChapman.com's Form SB-2. Tucker Anthony also notes that Ferris,
Baker Watts, Incorporated is expected to act as qualified independent
underwriter for the proposed offering of shares of EChapman.com common stock and
that Tucker Anthony is not opining on the fairness of that offering to any
person. Tucker Anthony has assumed that the CHI Merger will be closed
simultaneously with the merger, without waiver of any of Chapman Holdings' terms
and conditions.

In its review and analysis and in arriving at its opinion Tucker Anthony
assumed and relied upon the accuracy and completeness of all the financial
information publicly available or provided to it by Chapman Capital Management
Holdings and Chapman Holdings and did not attempt to verify any of such
information. Tucker Anthony assumed that (i) the financial projections of
Chapman Capital

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<PAGE>
Management Holdings provided to it with respect to the results of operations
likely to be achieved by Chapman Capital Management Holdings were prepared on a
basis reflecting the best currently available estimates and judgments of Chapman
Capital Management Holdings' management as to future financial performance and
results and (ii) that such forecasts and estimates will be realized in the
amounts and in the time periods currently estimated by management. Tucker
Anthony did not make or obtain any independent evaluations or appraisals of any
assets or liabilities of Chapman Capital Management Holdings, Chapman Holdings
or any of their respective subsidiaries or affiliates nor did it verify any of
Chapman Capital Management Holdings' or Chapman Holdings' books or records. The
opinion was delivered for the use and benefit of the Merger Committee of the
Board of Directors of Chapman Capital Management Holdings and is not a
recommendation to stockholders. Tucker Anthony and the Merger Committee have
agreed that they do not believe any party other than the Merger Committee has
the legal right to rely on the opinion and, absent any controlling precedent,
would resist any assertion otherwise. As of November 15, 1999 the implied value
of the merger consideration to Chapman Capital Management Holdings' stockholders
was approximately $33.50 per share at the mid-point of the filing range in the
preliminary Form SB-2. Based upon the termination provisions in the Merger
Agreement, the implied value would be approximately $13.40 per share.

On November 14, 1999, Tucker Anthony made a presentation and subsequently
rendered a written fairness opinion to the Merger Committee of the Board of
Directors of Chapman Capital Management Holdings. Set forth below is a summary
of the main elements of the financial analyses performed by Tucker Anthony in
connection with that opinion. It does not purport to be a complete description
of the analyses performed by Tucker Anthony or of the presentation of Tucker
Anthony to the Merger Committee. In connection with its opinion dated as of the
date hereof, Tucker Anthony performed procedures to update certain analyses and
reviewed the assumptions on which such analyses were based and the factors
considered in connection therewith. Taken as a whole, Tucker Anthony believes
these analyses support the conclusion that the consideration to be paid to
holders of Chapman Capital Management Holdings common stock is fair from a
financial point of view to the holders of Chapman Capital Management Holdings
common stock.

ACQUISITION PRICE ANALYSIS. Tucker Anthony considered the ranges of
possible acquisition prices which could result under the Merger Agreement and
their impact on the consideration to be received by Chapman Capital Management
Holdings stockholders. In particular, Tucker Anthony focused its analysis on the
implied per share offer price of $33.50 at the mid-point of the EChapman.com
filing range and considered the implied offer price of $13.40 at the termination
level of the offering.

CONTRIBUTION ANALYSIS. Tucker Anthony analyzed the contribution of each of
Chapman Capital Management Holdings and Chapman Holdings to, among other things,
the stockholders' equity and after-tax net income of the pro forma combined
company. This analysis showed, among other factors, that Chapman Capital
Management Holdings would have contributed 35.8%, 44.0% and 43.0% of the total
assets, stockholders' equity and revenues of the pro forma combined company as
of and for the nine months ended September 30, 1999, respectively. This is
compared with a proposed ownership of 56.5% of the combined company to be held
by the holders of Chapman Capital Management Holdings common stock following the
merger.

STOCK TRADING ANALYSIS. Tucker Anthony examined the historical trading
prices and volume for Chapman Capital Management Holdings and Chapman Holdings
common stock, and compared the historical trading prices of these stocks in
relation to movements in certain stock indices, specifically the NASDAQ
Composite Index, the NASDAQ Financial Stocks Index, the Russell 2000 Index, as
well as to indices of other selected publicly traded asset management and
investment banking firms. Tucker Anthony noted that Chapman Capital Management
Holdings' common stock closed at its 52 week low of $5.00 per share on
November 12, 1999.

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<PAGE>
ANALYSIS OF SELECTED PUBLICLY TRADED COMPANIES. Tucker Anthony compared
selected financial data and financial ratios of Chapman Capital Management
Holdings to the corresponding data and ratios of certain publicly traded asset
management firms with total assets under management of less than $35.0 billion.
The asset management firms included in the comparison were: Atalanta/Sosnoff
Capital Corporation; Conning Corporation; Lexington Global Asset
Managers, Inc.; U.S. Global Investors, Inc.; and Winmill & Co. Incorporated. The
selected asset management firms, as a group, exhibited certain
characteristics--including assets under management, business composition and
business risk--similar to those exhibited by the Company. Tucker Anthony chose
to exclude the ratio of the Company's common stock price to earnings per share
because Chapman Capital Management Holdings reported a net loss for the latest
twelve months ended September 30, 1999. Tucker Anthony also compared selected
financial data and financial ratios of Chapman Holdings to the corresponding
data and ratios of certain publicly traded investment banking firms with
revenues between $20.1 million and $230.4 million. The investment banking firms
included in the comparison were: First Albany Companies Inc.; First Montauk
Financial Corp.; Kinnard Investments, Inc.; Olympic Cascade Financial
Corporation; Paulson Capital Corp.; Research Partners International, Inc.; and
Stifel Financial Corp. The selected investment banking firms, as a group,
exhibited certain characteristics--including business composition and business
risk--similar to those exhibited by Chapman Holdings. Tucker Anthony chose to
exclude the ratio of Chapman Holdings common stock price to earnings per share
because Chapman Holdings reported a net loss for the latest twelve months ended
September 30, 1999.

The comparison of Chapman Capital Management Holdings to the selected asset
management peer group showed among other things that based on financial data as
of September 30, 1999 for Chapman Capital Management Holdings and for the
selected peer group: (i) the ratio of Chapman Capital Management Holdings'
equity to total assets was 87.3%, as compared to an average of 72.0% for the
peer group; (ii) the ratio of Chapman Capital Management Holdings' advisory fees
to assets under management was 0.6%, as compared to an average of 0.2% for the
peer group; and (iii) the ratio of Chapman Capital Management Holdings' advisory
fees to total revenues was 95.2%, as compared to an average of 88.8% for the
peer group.

The comparison of Chapman Holdings to the selected investment banking peer
group showed among other things that based on financial data as of
September 30, 1999 for Chapman Holdings and for the selected peer group:
(i) the ratio of Chapman Holdings' equity to total assets was 67.5%, as compared
to an average of 48.5% for the peer group; (ii) the ratio of Chapman Holdings'
investment banking fees to total revenues was 20.0%, as compared to 8.6% for the
peer group; (iii) the ratio of Chapman Holdings' commissions to total revenues
was 88.2%, as compared to 57.3% for the peer group; (iv) the ratio of Chapman
Holdings' interest income to total revenues was 5.7%, as compared to an average
of 8.4% for the peer group; and (v) the ratio of Chapman Holdings' other
revenues to total revenues was (13.9%), as compared to 6.6% for the peer group.

ANALYSIS OF SELECTED ACQUISITION TRANSACTIONS. Tucker Anthony reviewed and
performed analysis on 17 selected asset management firm mergers and acquisitions
announced between January 1, 1997 and July 20, 1999 (the "Selected Asset
Management Transactions") in the U.S. with transaction characteristics deemed
comparable to Chapman Capital Management Holdings by Tucker Anthony,
specifically transactions in which the transaction size was less than
$300.0 million, and where the target asset management firm's assets under
management are less than $10.0 billion. The Selected Asset Management
Transactions were chosen because they represented merger and acquisition
transactions which involved target asset management firms exhibiting certain
characteristics--including assets under management, revenues and business
risk--similar to Chapman Capital Management Holdings. Tucker Anthony noted that
the median of the transaction consideration to latest twelve months revenues was
3.9x for the Selected Asset Management Transactions.

Tucker Anthony also reviewed and performed analysis on seven selected
investment banking firm mergers and acquisitions announced between January 1,
1997 and April 1, 1999 (the "Selected

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<PAGE>
Investment Banking Transactions") in the U.S. with transaction characteristics
deemed comparable to Chapman Holdings by Tucker Anthony, specifically
transactions in which the transaction size was less than $1.0 billion, and where
the target investment banking firm's price to book multiple was 1.2x to 4.4x.
The Selected Investment Banking Transactions were chosen because they
represented merger and acquisition transactions which involved target investment
banking firms exhibiting certain characteristics--including business composition
and business risk--similar to Chapman Holdings. Tucker Anthony noted that the
mean of the transaction consideration to book value was 2.7x for the Selected
Investment Banking Transactions.

Set forth below is a summary of the analysis with respect to the Selected
Asset Management Transactions:

<TABLE>
<CAPTION>
PRELIMINARY IPO SELECTED ASSET
MID-POINT FILING TERMINATION MANAGEMENT
RANGE(1) LEVEL (2) TRANSACTIONS
OFFER OFFER MEDIAN
---------------- ----------- --------------
<S> <C> <C> <C>
Consideration/Assets Under Management................. 16.4% 6.5% 2.0%
Consideration/LTM Revenues............................ 28.0x 11.2x 3.9x
Price/Book Value (3).................................. 24.9x 10.0x NA
Price Premium to Current Market Price (4)............. 570.0% 168.0% NA
</TABLE>

- ------------------------

(1) Based upon the mid-point EChapman.com offering filing range value of $15.00
per share, the implied value of the merger consideration to Chapman Capital
Management Holdings' stockholders would be approximately $33.50 per share.

(2) Based upon the EChapman.com offering termination level of $6.00 per share,
the implied value of the merger consideration to Chapman Capital Management
Holdings' stockholders would be approximately $13.40 per share.

(3) Based upon Chapman Capital Management Holdings' book value per share of
$1.35 as of September 30, 1999.

(4) Based upon Chapman Capital Management Holdings' closing price of $5.00 per
share on November 12, 1999.

DISCOUNTED CASH FLOW ANALYSIS. Tucker Anthony also performed an analysis
for a forecast period ending December 31, 2004, which estimated the present
value per Chapman Capital Management Holdings common share of future earnings
per share and possible share prices for Chapman Capital Management Holdings'
common stock, assuming that the merger were not consummated and Chapman Capital
Management Holdings performed in accordance with the earnings forecasts of its
management. To approximate the terminal value of Chapman Capital Management
Holdings' common stock at December 31, 2004, Tucker Anthony applied
price/earnings multiples ranging from 10.0x to 18.0x. The earnings per share
stream and terminal values were then discounted to present values using discount
rates ranging from 15.0% to 25.0% chosen to reflect different assumptions
regarding required rates of return of holders or prospective buyers of Chapman
Capital Management Holdings' common stock. This analysis indicated an imputed
range of values per share of Chapman Capital Management Holdings' common stock
of $4.67 to $11.55.

In connection with its analysis, Tucker Anthony considered and discussed
with the Chapman Capital Management Holdings Board how the present value
analysis would be affected by changes in the underlying assumptions, including
variations with respect to growth rates, assets under management and stock price
trading multiples.

The foregoing is a summary of the main elements of the financial analyses
performed by Tucker Anthony, but it does not purport to be a complete
description of such analyses. The preparation of a

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<PAGE>
fairness opinion involves various determinations as to the most appropriate and
relevant methods of financial analysis and the application of these methods to
the particular circumstances and, therefore, such an opinion is not readily
susceptible to a summary description. Accordingly, notwithstanding the separate
factors summarized above, Tucker Anthony believes that its analyses must be
considered as a whole and that selecting portions of its analyses and factors
considered by it, without considering all analyses and factors, or attempting to
ascribe relative weights to some or all of such analyses or factors, could
create an incomplete view of the evaluation process underlying Tucker Anthony's
opinion. In addition, Tucker Anthony may have used the various analyses for
different purposes and may have deemed various assumptions more or less probable
than other assumptions, so that the ranges of valuations resulting from any
particular analysis described above should not be taken to be Tucker Anthony's
view of the actual value of Chapman Capital Management Holdings or Chapman
Holdings. The fact that any specific analysis has been referred to in the
summary above is not meant to indicate that such analysis was given more weight
than any other analyses.

In performing its analyses, Tucker Anthony made numerous assumptions with
respect to industry performance, general business and economic conditions, and
other matters, many of which are beyond the control of Chapman Capital
Management Holdings and Chapman Holdings. The analyses performed by Tucker
Anthony are not necessarily indicative of actual values or actual future
results, which may be significantly more or less favorable than those suggested
by such analyses. Such analyses were prepared solely as a part of Tucker
Anthony's analysis of the fairness, from a financial point of view, to the
holders of Chapman Capital Management Holdings' common stock of the
consideration to be paid in the merger of Chapman Capital Management Holdings
with EChapman.com and were provided to the Merger Committee of the Board of
Directors of Chapman Capital Management Holdings in connection with the delivery
of Tucker Anthony's opinion. The analyses do not purport to be appraisals or to
reflect the prices at which Chapman Holdings or Chapman Capital Management
Holdings might actually be sold or the prices at which any securities may trade
at the present time or at any time in the future. In addition, as described
above, Tucker Anthony's opinion is just one of the many factors taken into
consideration by the Merger Committee of the Board of Directors of Chapman
Capital Management Holdings.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of the anticipated material Federal income tax
consequences of the merger; it is not intended to be a complete description of
those consequences. The matters set forth in paragraphs (i) through (v) are
based upon the opinion of Venable, Baetjer and Howard, LLP, counsel to
EChapman.com.

(i) the merger should qualify as a tax-free reorganization within the
meaning of Sections 368(a)(2)(D) of the Internal Revenue Code of 1986,
as amended (the "Code"), to which EChapman.com, Merger Subsidiary and
Chapman Capital Management Holdings will each be a party;

(ii) no gain or loss should be recognized by EChapman.com, Merger Subsidiary
or Chapman Capital Management Holdings in the merger;

(iii) no gain or loss should be recognized by the Chapman Capital Management
Holdings stockholders upon receipt by them of EChapman.com common stock
in exchange for Chapman Capital Management Holdings common stock
pursuant to the merger;

(iv) provided that the Chapman Capital Management Holdings common stock is
held as a capital asset, the tax basis of the EChapman.com common stock
received by each Chapman Capital Management Holdings stockholder should
be the same as the tax basis of the Chapman Capital Management Holdings
common stock surrendered and exchanged therefor decreased

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by the amount of any cash received by the stockholder and increased by
the amount of any gain recognized by the stockholder; and

(v) provided that the Chapman Capital Management Holdings common stock is
held as a capital asset, the holding period of the EChapman.com common
stock received by the Chapman Capital Management Holdings stockholders
should include the holding period during which the Chapman Capital
Management Holdings common stock surrendered in exchange therefor was
held.

The obligation of Chapman Capital Management Holdings to consummate the
merger is subject to the receipt of an opinion of Venable, Baetjer and Howard,
LLP, counsel to EChapman.com (or such other qualified law firm as Chapman
Capital Management Holdings shall select), with respect to the federal income
tax consequences of the merger, substantially to the effect of paragraphs
(i) through (v) immediately above. Such opinion will not address the state,
local or foreign tax aspects of the merger.

Any cash received by Chapman Capital Management Holdings stockholders,
whether as a result of the exercise of their dissenters' rights or in lieu of
the issuance of fractional shares, could result in taxable income to such
Chapman Capital Management Holdings stockholders. The receipt of such cash
generally will be treated as a sale or exchange of the stock resulting in
capital gain or loss measured by the difference between the cash received and an
allocable portion of the basis of the stock relinquished. The receipt of such
cash may be treated as a dividend and taxed as ordinary income in certain
limited situations.

The discussion set forth above is included for general information only. It
does not address the state, local or foreign tax aspects of the merger. In
addition, it does not discuss the federal income tax considerations that may be
relevant to certain persons, and may not apply to certain holders subject to
special tax rules, including dealers in securities and foreign holders. The
discussion is based upon currently existing provisions of the Code, existing
Treasury regulations thereunder and current administrative rulings and court
decisions. All of the foregoing are subject to change and any such change could
affect the continuing validity of this discussion.

Each Chapman Capital Management Holdings stockholder should consult his own
tax advisor with respect to the specific tax consequences of the merger to him,
including the application and effect of state, local and foreign tax laws.

ACCOUNTING TREATMENT

The merger will be treated as a purchase for accounting purposes. Under the
purchase method of accounting, the merger of Chapman Capital Management
Holdings, Chapman Holdings and EChapman.com will result in the recording and
recognition of approximately $4.6 million of goodwill based on Chapman Holdings'
and Chapman Capital Management Holdings' market value as of September 30, 1999.
This amount of goodwill may change depending on the market value of Chapman
Holdings at the date of the merger. The $4.6 million of goodwill will be
amortized over an estimated period of not more than 20 years.

RESALE OF ECHAPMAN.COM COMMON STOCK AFTER THE MERGER BY CONTROLLING PERSONS

Under Federal securities laws there are certain potential limitations on the
sale of EChapman.com common stock received in the merger that will affect
certain Chapman Capital Management Holdings stockholders who may be controlling
persons of Chapman Capital Management Holdings. EChapman.com and Chapman Capital
Management Holdings believe that the only Chapman Capital Management Holdings
stockholders who may be deemed controlling persons subject to these limitations
are the directors and certain officers of Chapman Capital Management Holdings
and certain

39
<PAGE>
persons related to them who have been advised of these restrictions and have
agreed in writing to them.

RIGHTS OF DISSENTING STOCKHOLDERS

Under Section 3-201 et seq. of the Maryland General Corporation Law
("MGCL"), certain relevant sections of which are attached to this Proxy
Statement-Prospectus as Annex III, each holder of Chapman Capital Management
Holdings common stock will be entitled to demand and receive payment of the
"fair value" of his or her shares in cash, if he or she (i) prior to or at the
special meeting, files with Chapman Capital Management Holdings a written
objection to the merger, (ii) does not vote in favor of the merger by person or
by proxy and (iii) within 20 days after Articles of Merger have been accepted fo
record by the Maryland State Department of Assessments and Taxation ("SDAT"),
makes written demand on Merger Subsidiary for payment of his or her shares,
stating the number and class of shares for which payment is demanded. A written
demand for payment should be sent to Earl U. Bravo, Sr., Secretary, CCMHI Merger
Subsidiary, Inc., World Trade Center--Baltimore, 401 East Pratt Street, Suite
2800, Baltimore, Maryland 21202. Any stockholder who fails to comply with the
requirements described above will be bound by the terms of the merger agreement.

A VOTE AGAINST OR AN ABSTENTION WITH REGARD TO THE MERGER WILL NOT ITSELF
CONSTITUTE A TIMELY WRITTEN NOTICE OF INTENT TO DEMAND PAYMENT AND A FAILURE TO
VOTE WILL NOT CONSTITUTE A TIMELY WRITTEN NOTICE OF INTENT TO DEMAND PAYMENT.

EChapman.com will promptly deliver or mail to each stockholder requesting
appraisal written notice of the date of acceptance of the Articles of Merger for
record by SDAT. Within 50 days after acceptance of the Articles of Merger for
record by SDAT, any such stockholder who has not received payment for his or her
shares may petition a court of equity in Baltimore City, Maryland, for an
appraisal to determine the "fair value" of such shares. If the court finds that
a stockholder is entitled to appraisal of his or her stock, the court will
appoint three disinterested appraisers to determine the "fair value" of such
shares as of the date of the special meeting on terms and conditions the court
considers proper, and the appraisers will, within 60 days after appointment (or
such longer period as the court may direct), file with the court and mail to
each party to the proceeding their report stating their conclusion as to the
"fair value" of the shares. Within 15 days after the filing of the report, any
party may object to the report and request a hearing thereon. The court will,
upon motion of any party, enter an order either confirming, modifying or
rejecting the report and, if confirmed or modified, enter judgment directing the
time within which payment must be made. If the appraisers' report is rejected,
the court may determine the "fair market" value of the shares of the
stockholders requesting appraisal or may remit the proceeding to the same or
other appraisers. Any judgment entered pursuant to a court proceeding will
include interest from the date of the stockholders' vote related to the
transaction giving rise to the rights of appraisal, unless the court finds that
the stockholder's refusal to accept a written offer to purchase the stock which
may previously have been made by Merger Subsidiary in accordance with
Section 3-207 of the MGCL was arbitrary and vexatious or not in good faith.
Costs of the proceeding (not including attorneys' fees) will be determined by
the court and will be assessed against Merger Subsidiary or, under certain
circumstances, the stockholder requesting appraisal, or both.

At any time after the filing of a petition for appraisal, the court may
require any stockholder requesting appraisal to submit his or her certificates
representing shares to the clerk of the court for notation of the pendency of
the appraisal proceedings. In order to receive payment, whether by agreement
with EChapman.com or pursuant to a judgment, the stockholder must surrender the
stock certificates endorsed in blank and in proper form for transfer. A
stockholder demanding payment for shares will not have the right to receive any
dividends or distributions payable to holders of record after the close of
business on the date of the stockholders' vote and shall cease to have any
rights as a

40
<PAGE>
stockholder with respect to the shares except the right to receive payment of
the "fair value" thereof. The stockholder's rights may be restored only upon the
withdrawal, with the consent of EChapman.com of the demand for payment, failure
of either party to file a petition for appraisal within the time required, a
determination of the court that the stockholder is not entitled to an appraisal,
or the abandonment or rescission of the merger.

Any dissenting stockholder who exercises his or her right to be paid the
value of his or her shares will recognize gain or loss, if any, for federal
income tax purposes upon the receipt of cash for his or her shares. The amount
of gain or loss and its character as ordinary income or capital gain will be
determined in accordance with applicable provisions of the Internal Revenue
Code.

The foregoing summary of the rights of stockholders requesting appraisal
contains all material information relating to the exercise of appraisal rights
but does not purport to be a complete statement of the procedures to be followed
by stockholders desiring to exercise their rights requesting appraisal. The
preservation and exercise of appraisal rights are conditioned on strict
adherence to the applicable provisions of the MGCL. Each stockholder desiring to
exercise appraisal rights should refer to Title 3, Subtitle 2, of the MGCL for a
complete statement of the stockholder's rights and the steps which must be
followed in connection with the exercise of those rights. No further notice of
the events giving rise to dissenters' rights or any steps associated therewith
will be furnished to Chapman Capital Management Holdings stockholders, except as
indicated above or otherwise required by law. For further information relating
to the exercise of appraisal rights, see Annex III to this Proxy Statement and
Prospectus.

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<PAGE>
CERTAIN OTHER AGREEMENTS

THE SUPPORT AGREEMENT

As a condition to EChapman.com entering into the merger agreement, Nathan A.
Chapman, Jr., the President and Chairman of the Board of both Chapman Capital
Management Holdings and EChapman.com, who holds 2,285,143 shares of Chapman
Capital Management Holdings common stock constituting approximately 68.2% of the
outstanding Chapman Capital Management Holdings common stock has entered into a
Support Agreement with EChapman.com. Pursuant to the Support Agreement,
Mr. Chapman has agreed (a) not to pledge, hypothecate, grant a security interest
in, sell, transfer or otherwise dispose of or encumber nor enter into any
agreement, arrangement or understanding which would restrict, establish a right
of first refusal to or otherwise relate to the transfer or voting of the shares
of Chapman Capital Management Holdings common stock owned or acquired during the
term of the Support Agreement; (b) subject to the provisions of Section 6.5 of
the merger agreement with respect to their obligations as directors of Chapman
Capital Management Holdings under applicable law, not to directly or indirectly,
solicit, initiate or encourage inquiries or proposals from, or participate in
discussions or negotiations with, or provide any information to, any individual
or entity (other than EChapman.com and its employees and agents) concerning any
sale of assets, sale or exchange of stock, merger, consolidation or similar
transactions involving Chapman Capital Management Holdings, and to use all
commercially reasonable efforts to assure that Chapman Capital Management
Holdings takes no such steps; (c) to promptly advise EChapman.com of any such
inquiry or proposal of which such person has knowledge; (d) to vote his shares
of Chapman Capital Management Holdings common stock in favor of the merger
agreement and the transactions contemplated thereby, and, in his capacity as a
stockholder, to use his best efforts to cause the merger to be effected, subject
to the provisions of Section 6.5 of the merger agreement with respect to the
obligations of directors of Chapman Capital Management Holdings under applicable
law. The terms of the support agreement expire upon the termination of the
merger agreement.

AFFILIATE UNDERTAKINGS

In connection with the execution and delivery of the merger agreement, the
directors and officers of Chapman Capital Management Holdings also executed a
memorandum, undertaking and agreement pursuant to which they have undertaken to
comply with certain provisions of the federal securities laws which restrict the
sale of shares of EChapman.com common stock by such persons.

THE SERVICE MARK LICENSE AGREEMENT

As of November 12, 1999, EChapman.com and Mr. Chapman entered into a
revocable, non-exclusive, royalty-free service mark licensing agreement
pertaining to the use of the DEM-Registered Trademark-, Domestic Emerging
Markets-Registered Trademark-, DEM Index-TM-, DEM Profile-TM-, DEM Universe-TM-,
DEM Company-TM-, DEM Multi-Manager-TM-, Chapman-TM-, and stylized C-Eagle-TM-
trademarks that are owned by Mr. Chapman.

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<PAGE>
CHAPMAN CAPITAL MANAGEMENT HOLDINGS, INC.

BUSINESS

Chapman Capital Management Holdings, Inc. is an African-American controlled
holding company. Its investment advisory subsidiary, Chapman Capital Management,
currently manages three mutual funds: the DEM Equity Fund, the DEM Index Fund
and The Chapman U.S. Treasury Money Fund, each a portfolio of The Chapman
Funds, Inc., a diversified, open-end management investment company registered
under the Investment Company Act of 1940. Chapman Capital Management has formed
and manages one private investment trust, the DEM-MET Trust. Chapman Capital
Management also advises corporate, institutional and individual investors on a
separate account basis. In addition, Chapman Capital Management is in the
process of establishing two new mutual funds which will use the DEM
Multi-Manager strategy.

As of October 31, 1999, Chapman Capital Management's total assets under
management attributable to mutual funds were approximately 19.1% of its total
assets under management.

DEM EQUITY FUND is a non-diversified portfolio of The Chapman Funds, Inc.
The principal investment objective of the DEM Equity Fund is aggressive
long-term growth through investment in equity securities of companies meeting
the DEM profile. As of October 31, 1999, the DEM Equity Fund had approximately
$17.4 million in assets. The DEM Equity Fund commenced operations in
April 1998.

DEM INDEX FUND is also a non-diversified portfolio of The Chapman
Funds, Inc. The DEM Index Fund seeks to match, as closely as possible, the DEM
Index, an index composed of 100 stocks from the universe of publicly-traded
companies which meet the DEM profile. As of October 31, 1999, the DEM Index Fund
had approximately $146,000 in assets. The DEM Index Fund commenced operations in
March 1999.

THE CHAPMAN U.S. TREASURY MONEY FUND, also a portfolio of The Chapman
Funds, Inc., invests solely in short-term direct obligations of the U.S.
Government and repurchase agreements collateralized fully by direct obligations
of the U.S. Government. This fund is intended primarily for state and local
governments and their authorities and agencies. As of October 31, 1999, The
Chapman U.S. Treasury Money Fund had an average for the ten month period of
approximately $91.5 million in assets. The Chapman U.S. Treasury Money Fund
began operations in June 1989.

THE DEM MULTI-MANAGER FUNDS. Chapman Capital Management has registered but
has not yet begun to sell the DEM Multi-Manager Bond Fund and the DEM
Multi-Manager Equity Fund. The DEM Multi-Manager Bond Fund seeks to earn high
current income with the potential for capital appreciation through investment in
fixed income securities of companies identified by multiple sub-advisors. The
DEM Multi-Manager Equity Fund seeks aggressive long-term growth through capital
appreciation by investment in equity securities of companies identified by
multiple sub-advisors. Chapman Capital Management oversees the sub-advisors of
these multi-manager funds and it determines the percentage of a fund's assets
each sub-advisor will manage. In the process of selecting sub-advisors for these
multi-manager trustees, Chapman Capital Management employs the DEM Multi-
Manager strategy by actively recruiting sub-advisors which meet the DEM profile.

DEM-MET TRUST was organized in 1996 under New York law. The DEM-MET Trust is
intended to qualify as a tax-exempt pooled trust for qualified employee benefit
plans and certain governmental plans. The DEM-MET Trust was the first product
introduced by Chapman Capital Management that employs the DEM Multi-Manager
strategy. In managing the DEM-MET Trust, Chapman Capital Management actively
recruits money managers which meet the DEM profile to manage a portion of the
assets of the trust. These money managers invest their allocated assets in the
securities of domestic and foreign issuers which may consist of common stock, or
other types of equity investments, or temporary money market funds chosen by
Chapman Capital Management. Chapman Capital

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<PAGE>
Management acts as investment advisor to the DEM-MET Trust and in such capacity
is responsible for selecting and monitoring the sub-advisors. As of
September 30, 1999, Chapman Capital Management had sub-advisory relationships
with 12 investment advisors, all of which meet the DEM profile. Chapman Capital
Management evaluates such sub-advisors monthly and reallocates assets among
existing sub-advisors and new sub-advisors as necessary. The DEM-MET Trust was
created in December 1996 pursuant to an agreement between Chapman Capital
Management and Bankers Trust Company, as custodial trustee. As of October 31,
1999, the DEM-MET Trust had approximately $290.3 million in assets, representing
41.6% of Chapman Capital Management's total assets under management.

SEPARATE ACCOUNTS. Chapman Capital Management also provides investment
advisory services to separate accounts under individual investment advisory
agreements. Chapman Capital Management manages equity and debt portfolios with
varied investment objectives including long term capital appreciation and
current income. As of October 31, 1999, approximately 57.5% of the separate
accounts under management incorporate the DEM strategy as an investment
objective. Chapman Capital Management will continue to attempt to differentiate
itself from other investment managers by providing the DEM strategy as an
investment objective. As of October 31, Chapman Capital Management managed
approximately $274.1 million in assets for separate accounts, of which
approximately $157.5 million was invested pursuant to the DEM Strategy.

MARKETING AND CUSTOMER SERVICE

Chapman Capital Management's marketing strategy is to provide a single
source for investing in DEM companies while achieving a competitive rate of
return. Chapman Capital Management aggressively markets to large corporations,
government entities and other institutions seeking investment in DEM companies.

Chapman Capital Management targets its marketing efforts to the various
types of customers that use its investment advisory and asset management
services. Chapman Capital Management's separate accounts are typically large
institutional investors. Chapman Capital Management markets to these accounts
through customer support activities and personal sales efforts by officers of
Chapman Capital Management. This strategy has also been utilized with the
DEM-MET Trust due to the small number of large investors that have invested in
the trust.

Chapman Capital Management's proprietary investment products are distributed
by The Chapman Co. To date, Chapman Capital Management's investment product
marketing activities have been providing "wholesale" marketing assistance to
support The Chapman Co.'s direct retail selling efforts. Chapman Capital
Management intends to offer proprietary investment funds to banks, insurance
companies, providers of 401(k) deferred compensation plans and other
institutions for resale to their customers. Chapman Capital Management will
provide support to The Chapman Co. in marketing to institutional resellers and
to the institutional resellers' own retail sales forces. Chapman Capital
Management may also undertake some limited advertising of its proprietary
investment products.

In addition to separate accounts and proprietary investment products,
Chapman Capital Management will seek to enter into agreements with other
investment advisors whereby Chapman Capital Management will act as a sub-advisor
with respect to their investment products. Chapman Capital Management will
provide wholesale marketing assistance to the distributors of such third-party
investment products to ensure that such products are effectively marketed by the
third-party distributors to the DEM community.

RESEARCH

As of September 30, 1999, Chapman Capital Management employed three
portfolio managers. Chapman Capital Management intends to hire additional
portfolio managers to support its existing

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<PAGE>
investment advisory and management services and to facilitate the introduction
and maintenance of new investment products.

Chapman Capital Management currently employs a buy-side analyst to assist
the portfolio managers in investment research, monitoring of investment
opportunities and the development and maintenance of Chapman Capital
Management's proprietary DEM valuation and screening model. Chapman Capital
Management also utilizes the research services of The Chapman Co. for coverage
on certain companies meeting the DEM profile. Chapman Capital Management intends
to expand its research staff by hiring additional buy-side analysts.

GOVERNMENT REGULATION

Chapman Capital Management's business is subject to various federal and
state laws and regulations. These laws and regulations are primarily intended to
protect investment advisory clients and stockholders of registered investment
companies. Under these laws and regulations, agencies that regulate investment
advisors have broad administrative powers, including the power to limit,
restrict, or prohibit an advisor from carrying on its business in the event that
it fails to comply with applicable laws and regulations. Possible sanctions that
may be imposed include the suspension of individual employees, limitations on
engaging in certain lines of business for specified periods of time, revocation
of investment advisor and other registrations, censures, and fines.

Chapman Capital Management is registered with the SEC under the Investment
Advisers Act of 1940 and is subject to examination by the SEC. Under
Section 206 of the Advisers Act, it is unlawful for any investment advisor to:
(i) employ any device, scheme, or artifice to defraud any client or prospective
client; (ii) engage in any transaction, practice, or course of business which
operates as a fraud or deceit upon any client or prospective client; or
(iii) engage in any act, practice, or course of business which is fraudulent,
deceptive or manipulative. The Advisers Act imposes numerous other obligations
on registered investment advisors including fiduciary duties, recordkeeping
requirements, operational requirements, and disclosure obligations. The SEC is
authorized to institute proceedings and impose sanctions for violations of the
Advisers Act, ranging from censure to termination of an investment advisor's
registration. The failure of the Company to comply with the requirements of the
SEC could have a material adverse effect on EChapman.com.

An investment advisor to a registered investment company, its principals,
and its employees may also be subject to proceedings initiated by the SEC to
impose remedial sanctions for violation of any provision of the federal
securities laws and the regulations adopted thereunder, and the SEC may prohibit
such investment advisor to an investment company from continuing to act in such
capacity. Stockholders of registered investment companies or the SEC may also
bring an action against the officers, directors, and investment advisor for
breach of fiduciary duty in establishing the compensation paid to the investment
advisor.

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<PAGE>
agreement must have initially been approved by a majority of the outstanding
shares and, after two years, must be annually approved, either by the board or
by the outstanding voting shares. The advisory agreement must be subject to
termination upon 60 days notice by the board or by the outstanding voting
shares. The underwriting agreement must be annually approved by the board or by
a vote of a majority of the outstanding voting shares, and must provide for
automatic termination in the event of an assignment. With limited exceptions,
transactions between the investment company and an affiliate can be entered into
only if approved by the SEC, after notice and opportunity for hearing, as fair
and equitable.

Chapman Capital Management derives a large portion of its revenues from its
investment company management agreements. Under the Advisers Act, Chapman
Capital Management's investment management agreements terminate automatically if
assigned without the client's consent. Under the Investment Company Act,
advisory agreements with registered investment companies such as the mutual
funds managed by Chapman Capital Management terminate automatically upon
assignment. The term "assignment" is broadly defined and includes direct
assignments as well as assignments that may be deemed to occur, under certain
circumstances, upon the transfer, directly or indirectly, of a controlling
interest in Chapman Capital Management.

COMPETITION

Chapman Capital Management's investment advisory business competes with a
number of larger, more established investment advisors and securities firms.
Competition is influenced by various factors, including product offering,
quality of service and price. All aspects of the advisory business are
competitive, including competition for assets to manage. Large national firms,
often with more personnel, have much greater marketing, financial, technical,
research, and other capabilities. These firms offer a broader range of financial
services than Chapman Capital Management and compete not only with Chapman
Capital Management and among themselves but also with commercial banks,
insurance companies and others for retail and institutional clients. The
investment funds managed by Chapman Capital Management are similarly subject to
competition from nationally and regionally distributed funds offering equivalent
financial products with returns equal to or greater than those offered by
Chapman Capital Management's affiliated investment funds.

Chapman Capital Management's investment management operations compete with a
large number of other investment management firms, commercial banks, insurance
companies, broker/dealers and other financial service firms. Most of these firms
are larger and have access to greater resources than Chapman Capital Management.
The investment advisory industry is characterized by relatively low cost of
entry and the formation of new investment advisory entities which may compete
directly with Chapman Capital Management is a frequent occurrence. Chapman
Capital Management directly competes with many firms which are of similar or
larger size. Chapman Capital Management's ability to increase and retain assets
under management could be materially adversely affected if client accounts or
Chapman Capital Management's affiliated investment funds under-perform specified
market benchmarks. Chapman Capital Management's ability to compete with other
investment management firms also is dependent, in part, on the relative
attractiveness of their investment philosophies and methods under prevailing
market conditions.

A large number of investment products including mutual funds, are sold to
the public by investment management firms, broker/dealers, insurance companies
and banks in competition with the investment products offered by Chapman Capital
Management. Many of Chapman Capital Management's competitors apply substantial
resources to advertising and marketing their investment products which may
adversely affect the ability of Chapman Capital Management's investment products
to attract new assets. Chapman Capital Management expects that there will be
increasing pressures among investment advisors to obtain and hold market share.

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<PAGE>
PERSONNEL

At September 30, 1999, Chapman Capital Management Holdings had 12 full-time
employees and shared three officers with affiliated companies. None of these
personnel is covered by a collective bargaining agreement. Management considers
Chapman Capital Management Holdings' relationship with its employees to be good.

CHAPMAN CAPITAL MANAGEMENT HOLDINGS PROPERTY

Chapman Capital Management Holdings' principal executive offices are located
at the World Trade Center-Baltimore, 401 East Pratt Street, 28(th) Floor,
Baltimore, Maryland 21202 where it shares approximately 10,000 square feet of
office space under a lease maintained by The Chapman Co. The Chapman Co.'s lease
for these premises expires in October 2000 and The Chapman Co. has an option to
renew this lease for another five years.

CHAPMAN CAPITAL MANAGEMENT HOLDINGS LEGAL PROCEEDINGS

Many aspects of Chapman Capital Management Holdings' business involve
substantial risks of liability, including exposure under federal and state
securities laws. Chapman Capital Management Holdings maintains an errors and
omissions insurance policy in the amount of $1 million insuring it against these
risks.

CHAPMAN CAPITAL MANAGEMENT HOLDINGS MARKET PRICE AND DIVIDEND INFORMATION

PRICE RANGE PER SHARE

<TABLE>
<CAPTION>
CHAPMAN CAPITAL
MANAGEMENT
HOLDINGS
(CMGT)
-----------------------
HIGH LOW
---------- ----------
<S> <C> <C>
1998
3(rd) Quarter(1).......................................... 8 7
4(th) Quarter............................................. 8 3/8 7 1/16
1999
1(st) Quarter............................................. 8 1/4 7 1/4
2(nd) Quarter............................................. 8 3/8 7 1/4
3(rd) Quarter............................................. 7 3/4 7
4(th) Quarter(2).......................................... 6 7/8 5
</TABLE>

- ------------------------

(1) From August 14, 1998.

(2) Through November 12, 1999.

On November 12, 1999, there were approximately 23 record holders of Chapman
Capital Management Holdings' common stock. As of November 12, 1999, Chapman
Capital Management Holdings had 3,351,334 outstanding shares of common stock.

DIVIDENDS

Chapman Capital Management Holdings has never declared or paid cash or other
dividends on its common stock and does not anticipate doing so in the
foreseeable future. The payment of dividends, if any, in the future is within
the discretion of the Board of Directors and will depend upon Chapman Capital
Management Holdings' earnings, if any, its financial condition, and other
relevant factors.

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<PAGE>
Chapman Capital Management Holdings intends to retain any earnings in the
foreseeable future for its continued growth.

CHAPMAN CAPITAL MANAGEMENT HOLDINGS MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the
Chapman Capital Management Holdings, Inc. Consolidated Financial Statements and
the notes thereto included elsewhere in this document. The discussion of
results, causes and trends should not be construed to imply any conclusion that
such result or trends will necessarily continue in the future. When used in this
document, the words "believes," "intends," "expects," "anticipates" and similar
expressions are intended to identify forward-looking statements. These
forward-looking statements are largely based on the current expectations of
management and are subject to a number of risks and uncertainties. In light of
these risks and uncertainties, many of which are described in the "Risk Factors"
section of the Chapman Capital Management Holdings Form 10-KSB for the fiscal
year ended December 31, 1998, actual results could differ materially from the
forward-looking statements contained herein.

OVERVIEW AND GENERAL INDUSTRY CONDITIONS

Advisory and administrative revenue is earned by Chapman Capital Management
Holdings through its investment advisory and administrative services operations.
For the nine month period ending September 30, 1999 Chapman Capital Management
Holdings generated revenues of $3,198,000 and a loss before income taxes of
$662,000. For the fiscal year ended December 31, 1998, Chapman Capital
Management Holdings generated revenue of $3,218,000 and loss before income taxes
of $151,000. For the fiscal year ended December 31, 1997, Chapman Capital
Management Holdings generated revenue of $2,287,000 and income before income
taxes of $88,000.

Chapman Capital Management Holdings' primary source of revenue is advisory
and administrative fees. Chapman Capital Management Holdings' principal business
activities are by their nature affected by many factors, including general
economic and financial conditions, movement of interest rates and competitive
conditions. Although Chapman Capital Management Holdings seeks to maintain cost
controls, a significant portion of Chapman Capital Management Holdings' expenses
are fixed and do not vary significantly with the factors listed above. As a
result, substantial fluctuations can occur in Chapman Capital Management
Holdings' revenue and net income from period to period.

Revenues are derived primarily from fees for investment advisory services
provided to institutional and other clients. Investment advisory fees are
generally a function of the overall fee rate charged to each account and the
level of assets under management. Assets under management can be affected by the
addition of new client accounts or client contributions to existing accounts,
withdrawals of assets from or terminations of client accounts and investment
performance, which may depend on general market conditions. Assets under
management were $686.6 million as of September 30, 1999, compared to $643.4
million as of June 30, 1999. The $43.2 million increase in assets under
management during the quarter resulted from investment performance and
additional assets in the Chapman US Treasury Fund.

During the quarter ending September 30, 1999, five clients accounted for
approximately 73.4% of the revenue, compared to 67.5% for the period ended
September 30, 1998.

On September 30, 1999 Chapman Capital Management was notified that one of
its clients, accounting for less than 1% of total revenues, was withdrawing its
funds from a separate account managed by Chapman Capital Management. The amount
withdrawn effective October 14, 1999 was $3.9 million, or less than 1% of assets
under management. The reduction in assets under management is expected to have a
corresponding reduction in the management and advisory fee revenues received in
future periods.

48
<PAGE>
In order to comply with the expense limitation requirements of a proposed
sub-distributor of Institutional Shares of the DEM portfolios of The Chapman
Funds, Inc., Chapman Capital Management has agreed to a fee limitation of 2% of
average daily net assets in favor of the Institutional Shares of DEM Equity Fund
and DEM Index Fund, each of which is active, and DEM Multi-Manager Equity Fund,
DEM Multi-Manager Bond Fund and DEM Fixed Income Fund, each of which is
currently inactive. The DEM Index Fund and DEM Equity Fund expense limitations
went into effect as of March 23, 1999 and July 1, 1999, respectively. In order
to facilitate retail distribution of the Investor Shares of the DEM portfolios,
Chapman Capital Management has agreed to fee limitations in favor of the
Investor Shares of the following portfolios in the following percentages of
average daily net assets: DEM Equity Fund, 2.99%; DEM Index Fund, 2.69%; DEM
Multi-Manager Equity Fund, 2.99%; and DEM Multi-Manager Bond Fund, 2.99%. The
DEM Index Fund and DEM Equity Fund expense limitations went into effect as of
March 23, 1999 and July 1, 1999, respectively.

Pursuant to these expense limitations, Chapman Capital Management has agreed
to reimburse the portfolios for all fees and expenses in excess of their
respective expense limitations until at least December 31, 2000. The service
providers to the portfolios typically charge a fixed fee combined with a
variable fee determined by such factors as the number of accounts and the net
assets of the portfolio. Due to these fixed fees, when the assets of a portfolio
are low, as they typically are at the commencement of operations, the fees
assessed by service providers can result in expenses significantly in excess of
the fee limitations discussed above, requiring reimbursement or direct payments
by Chapman Capital Management Holdings.

On September 30, 1999, the amount under management in the DEM Index Fund was
$126,242 and Chapman Capital Management Holdings paid costs of $101,000 pursuant
to the DEM Index Fund expense limitations for the nine month period ended
September 30, 1999. Chapman Capital Management Holdings believes that it will be
required to reimburse expenses for DEM Index Fund in progressively lower amounts
as net assets rise until the expiration of the expense limitations or until the
net assets of DEM Index Fund exceed approximately $17 million. Further, Chapman
Capital Management Holdings expects the amounts that are required to reimburse
may increase in future periods with the implementation of the DEM Equity Fund
expense limitations and the commencement of operations of additional DEM
portfolios with their own expense limitations. There can be no assurance that
these portfolios will attract net assets sufficient to lower their expenses
below their respective expense limitations. To the extent these portfolios are
unsuccessful in lowering their expenses below their respective expense
limitations, Chapman Capital Management Holdings' results of operations could be
materially adversely affected.

49
<PAGE>
RESULT OF OPERATIONS

The following table reflects items in the Statements of Operation as dollar
amounts and as percentages of total revenue:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, NINE MONTHS ENDED SEPTEMBER 30,
------------------------------------------------- -------------------------------------------------
1998 1997 1999 1998
----------------------- ----------------------- ----------------------- -----------------------
PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE
OF TOTAL OF TOTAL OF TOTAL OF TOTAL
AMOUNTS REVENUES AMOUNTS REVENUES AMOUNTS REVENUES AMOUNTS REVENUES
------- ---------- ------- ---------- ---------- ---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUE:
Advisory and
administrative
fees.................... $3,136,000 97.5% $2,284,000 99.9% $3,046,000 95.2% $2,344,000 98.4%
Other income.............. 82,000 2.5 3,000 0.1 152,000 4.8 39,000 1.6
---------- ----- ---------- ----- ---------- ----- ---------- -----
Total revenue....... 3,218,000 100.0 2,287,000 100.0 3,198,000 100.0 2,383,000 100.0
---------- ----- ---------- ----- ---------- ----- ---------- -----
OPERATING EXPENSES:
Management fees........... 1,177,000 36.6 869,000 38.0 1,109,000 34.7 912,000 38.3
Compensation and
benefits................ 857,000 26.6 595,000 26.0 836,000 26.1 499,000 20.9
General and
administrative.......... 1,077,000 33.5 489,000 21.4 1,713,000 53.6 680,000 28.5
Amortization and
depreciation expense.... 232,000 7.2 232,000 10.1 196,000 6.1 174,000 7.3
Interest expense.......... 26,000 0.8 14,000 0.6 6,000 .2 26,000 1.1
---------- ----- ---------- ----- ---------- ----- ---------- -----
Total operating
expenses.......... 3,369,000 104.7 2,199,000 96.1 3,860,000 120.7 2,291,000 96.1
---------- ----- ---------- ----- ---------- ----- ---------- -----
(Loss) income before
income tax benefit
(provision)............. (151,000) (4.7) 88,000 3.9 (662,000) (20.7) 92,000 3.9
Income tax benefit
(provision)............. 45,000 1.4 (40,000) (1.8) 164,000 5.1 (33,000) (1.4)
---------- ----- ---------- ----- ---------- ----- ---------- -----
Net (loss) income......... $ (106,000) (3.3%) $ 48,000 2.1% $ (498,000) 15.6% $ 59,000 2.5%
========== ===== ========== ===== ========== ===== ========== =====
</TABLE>

FISCAL YEAR ENDED DECEMBER 31, 1998 COMPARED TO FISCAL YEAR ENDED
DECEMBER 31, 1997

Total revenue increased by $931,000, or 40.7%, to $3,218,000 in 1998 from
$2,287,000 in 1997. Advisory and administrative fee revenue increased by
$852,402, or 37.3%, to $3,136,000 in 1998 from $2,284,000 in 1997 reflecting
increased fees as a result of an increase in total assets under management due
largely to investment performance, the addition of the DEM Equity Fund, new
separate accounts under the DEM strategy, and additional assets from a DEM-MET
client.

Total expenses increased by $1,170,000, or 53.2%, to $3,369,000 in 1998 from
$2,199,000 in 1997. As a percentage of total revenue, total expense increased to
104.7% in 1998 compared to 96.1% in 1997 reflecting efforts to expand
operations.

Management fees expenses, which consists primarily of payments to
sub-advisors in connection with the multi-manager investment product, the
DEM-MET Trust, increased by $308,000, or 35.4%, to $1,177,000 in 1998 from
$869,000 in 1997. The increase in such fees reflects an increase in assets under
management in the DEM-MET Trust, including approximately $40 million of new
assets added by an existing trust client.

Compensation and benefits expenses increased by $262,000, or 44.0%, to
$857,000 in 1998 from $595,000 in 1997 due primarily to the addition of new
employees connected with efforts to expand operations, annual pay increases and
bonuses. As a percentage of total revenue, compensation and benefits expenses
increased to 26.6% for 1998 from 26.0% for 1997.

Interest expenses increased by $12,000, or 85.7%, to $26,000 in 1998 from
$14,000 in 1997 substantially due to the cost of debt to affiliates that was
outstanding prior to the public offering.

50
<PAGE>
General and administrative expenses increased by $588,000, or 120.2%, to
$1,077,000 for 1998 from $489,000 for 1997. This increase is attributable to
additional travel, advertising, publicity and business development expenses
connected with efforts to expand operations.

The income tax provision decreased by $85,000, or 212.5%, to a tax benefit
of $45,000 in 1998 from a tax provision of $40,000 in 1997 due to the operating
loss incurred during the year.

Net loss of $106,000 was incurred for 1998 as compared to net income of
$48,000 for 1997 as a result of the items discussed above.

NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 1998.

Total Revenue increased by $815,000, or 34.2%, to $3,198,000 for the nine
months ended September 30, 1999 from $2,383,000 for the prior comparable period.
This increase was primarily due to increased assets under management and
increased investment income on the investment of funds from the public offering.

Advisory and administrative fee revenue increased $702,000, or 29.9%, to
$3,046,000 for the nine months ended September 30, 1999 from $2,344,000 for the
prior comparable period. This increase was primarily due to increases in assets
under management. Advisory fees are net of amounts waived pursuant to The
Chapman US Treasury Money Fund fee waiver. Pursuant to such waiver, Chapman
Capital Management agreed to limit its advisory and administrative fee to ensure
that the annual expense ratio of The Chapman US Treasury Money Fund is below
0.65% of average daily net assets; however, Chapman Capital Management is not
required to reimburse amounts in excess of its advisory and administrative fee.
For the nine month period ended September 30, 1999, Chapman Capital Management
waived $101,883 of The Chapman U.S. Treasury Money Fund advisory fees.

Interest and other income increased by $113,000, or 289.7%, to $152,000 for
the nine months ended September 30, 1999 from $39,000 for the prior comparable
period. This increase was due to investing higher cash balances associated with
the net proceeds from the public offering of common stock and interest earnings
on a loan.

Total expenses increased by $1,569,000, or 68.5%, to $3,860,000 for the nine
months ended September 30, 1999 from $2,291,000 for the prior comparable period.
Expenses increased in all areas due to expanded operations, including the hiring
of additional staff and associated expenses, as well as increased marketing
efforts.

Management fees, which consist primarily of payments to sub-advisors in
connection with Chapman Capital Management's multi-manager investment product,
the DEM-MET Trust, increased by $197,000, or 21.6%, to $1,109,000 for the nine
months ended September 30, 1999 from $912,000 for the prior comparable period.
This increase in management fee expense largely reflects an increase in assets
under management of the DEM-MET Trust, offset by a reduction in fees because of
two less sub-advisors working for the DEM-MET Trust.

Compensation and benefits increased by $337,000, or 67.5%, to $836,000 for
the nine months ended September 30, 1999 from $499,000 for the prior comparable
period. This increase is largely due to the addition of five employees and the
increase in annual compensation to certain existing employees.

General and administrative expense increased by $1,033,000 or 151.9%, to
$1,713,000 for the nine months ended September 30, 1999 from $680,000 for the
prior comparable period. General and administrative expense increased due to
increases in charges under the expense allocation arrangement with Chapman
Holdings, an affiliate, to pay costs associated with additional employees,
ancillary activities to support the increased marketing efforts and costs
incurred pursuant to the DEM Index Fund expense limitations. Additionally, the
increase is attributable to new contracts with marketing

51
<PAGE>
consultants, legal expenses of developing and registering four new DEM strategy
mutual funds for which we will not be reimbursed.

Interest expenses decreased by 19,000, or 73.1%, to $6,000 for the nine
months ended September 30, 1999 from $26,000 for the prior comparable period.
This decrease is attributable to the retirement of a note payable to The Chapman
Co., a subsidiary of Chapman Holdings.

Income taxes decreased by $197,000, to a tax benefit of $164,000 for the
nine months ended September 30, 1999 from a tax provision of $33,000, for the
prior comparable period. This increase was due to the losses from operations
before the provisions.

Chapman Capital Management Holdings had a loss of $498,000 for the nine
months ended September 30, 1999 versus net income of $59,000 for the prior
comparable period. This change is the result of the items discussed above.

LIQUIDITY AND CAPITAL RESOURCES

Historically, Chapman Capital Management Holdings has financed its
operations through capital contributions from its principal stockholder, loans
from affiliates, cash flow from operations and the sale of equity securities.

Chapman Capital Management Holdings' liquid assets consist primarily of
cash, cash equivalents and receivables from advisory clients. Chapman Capital
Management Holdings' total assets as of September 30, 1999 were $5,204,000.

On August 14, 1998, Chapman Capital Management Holdings consummated an
initial public offering of its common stock pursuant to which Chapman Capital
Management Holdings received net proceeds of approximately $5,240,000. Prior to
Chapman Capital Management Holdings' loans made on July 29, 1999, Chapman
Capital Management Holdings' offering proceeds were invested in The Chapman U.S.
Treasury Money Fund which invests in short-term U.S. government securities and
repurchase agreements collateralized by such securities.

On July 29, 1999, Chapman Capital Management Holdings made an unsecured loan
of $3,220,000 to Chapman Holdings, Inc., an affiliate of Chapman Capital
Management Holdings in connection with its broker-dealer subsidiary, The Chapman
Co., seeking to qualify to participate in a municipal underwriting syndicate.
The loan was issued pursuant to a demand note that required Chapman Holdings to
repay the amount of the loan upon Chapman Capital Management Holdings' demand
and with interest due thereon at the brokers call rate as in effect from time to
time. Chapman Holdings repaid this loan with accrued interest in full on
September 14, 1999.

The final payment of $150,000 on a non-compete agreement pertaining to the
DEM-MET Trust is due on demand.

On July 29, 1999, the Company advanced Nathan A. Chapman, Jr., President of
the Company, $242,000 pursuant to an unsecured demand note bearing interest at
the rate of 5.45% per annum. As of September 30, 1999, the Company had
outstanding unsecured loans to Mr. Chapman in the amount of $367,000.

The Company's balance of cash and cash equivalents, following the
transactions above, was $3,103,000 as of September 30, 1999.

EFFECTS OF INFLATION

Chapman Capital Management Holdings' assets are to a large extent liquid in
nature and, accordingly, may be significantly affected by inflation. Chapman
Capital Management Holdings' expenses, such as employee compensation and
occupancy expenses are subject to inflation and the

52
<PAGE>
effects of inflation may not be readily recoverable in the prices of services
offered to Chapman Capital Management Holdings customers. To the extent
inflation results in rising interest rates or has adverse effects upon the
securities market, it may adversely affect the Chapman Capital Management
Holdings' financial position, results of operations and assets under management.

YEAR 2000 SOFTWARE ISSUE

As the Year 2000 approaches, existing software programs and operating
systems must be reviewed to determine if they can accommodate information that
employs dates after December 31, 1999. As of September 30, 1999, Chapman Capital
Management Holdings' Year 2000 readiness costs were approximately $75,000 to
cover assessment of systems, internal testing, point-to-point testing, training,
replacement and modification of existing systems, and contingency planning.

Chapman Capital Management Holdings' Year 2000 readiness costs consist of
direct expenses incurred with respect to software, consulting and employee time
and Chapman Capital Management Holdings' share of readiness expenses for
upgraded computers, software, and communication systems to be paid or financed
by Chapman Holdings. Chapman Capital Management Holdings will reimburse Chapman
Holdings for its share of these Year 2000 expenses through increased charges for
support under the terms of its expense allocation agreement with Chapman
Holdings.

Chapman Capital Management Holdings estimates its Year 2000 readiness costs
at approximately $94,000. Chapman Capital Management Holdings estimates that its
total Year 2000 readiness costs, direct and allocated by Chapman Holdings, will
be approximately $109,000.

Chapman Capital Management Holdings' management has prepared a written plan
detailing Chapman Capital Management Holdings' software and operating systems
readiness issues for the Year 2000. The plan identifies mission critical and
non-mission critical operating systems of Chapman Capital Management Holdings.
Working with its hardware and software vendors and other third parties to
prepare for the Year 2000, Chapman Capital Management Holdings substantially
completed necessary hardware and software renovations during the second quarter
of 1999. We tested during the third quarter of 1999 to determine the effect of
our readiness efforts, and we are currently working with our hardware and
software vendors and other third parties to complete our Year 2000 contingency
plan.

Chapman Capital Management Holdings' Year 2000 readiness plan involves four
phases:

PHASE I--ASSESSMENT. This phase involved the identification of all
systems that are date dependent. This phase was substantially completed
during the first quarter of 1998.

PHASE II--RENOVATION. This phase involved the identification and
replacement of mission critical systems which Chapman Capital Management
was unable to update or certify as compliant. This phase commenced in the
first quarter of 1998 and was substantially completed in the second
quarter of 1999. Remaining activities relate to monitoring and following
up with third parties as part of our contingency planning activities in
Phase IV.

PHASE III--TESTING. This phase involves testing all systems that are date
dependent and upgrading all non-compliant systems. Chapman Capital
Management Holdings completed this phase during the third quarter of
1999.

PHASE IV--CONTINGENCY PLANNING. This phase involves an assessment of all
mission critical systems for potential problems that would result from
Year 2000 related failures of software or hardware and also the
development of plans and strategies to continue operations should such
failures occur. Chapman Capital Management has prepared an initial plan
and will continue to refine and expand it as required through the first
quarter of 2000.

Within Chapman Capital Management Holdings' Year 2000 readiness plan,
systems are identified as "mission critical" and "non-mission critical." Systems
were identified as "mission critical" if the loss

53
<PAGE>
of the system, software or facility would cause an immediate stoppage of
activity or a significant impairment of a core business area. Systems were
determined to be non-Y2K compliant based on information from manufacturers.
Systems were identified as "non-mission critical" if loss of the system,
although inconvenient, would not cause an immediate stoppage of activity or
significant impairment of a core business area. The following table summarizes
Chapman Capital Management Holdings' estimate of the status of mission critical
elements of Chapman Capital Managements' Year 2000 readiness plan.

<TABLE>
<CAPTION>
NUMBER OF
CRITICAL
NUMBER OF CRITICAL CRITICAL SYSTEMS FOR
CRITICAL SYSTEMS SYSTEMS IN WHICH PHASE
Y2K PLAN PHASE SYSTEMS COMPLETED PROCESS NOT APPLICABLE
- -------------- --------- --------- ---------- --------------
<S> <C> <C> <C> <C>
Assessment....................................... 32 32 -- --
Renovation....................................... 32 23 -- 9
Testing.......................................... 32 23 -- 9
Contingency Planning............................. 32 -- 32 --
</TABLE>

Chapman Capital Management Holdings has relationships with third parties
that may have computer systems that are not Year 2000 ready. Chapman Capital
Management Holdings has identified the third parties upon which it relies for
mission critical systems and has contacted such third parties to confirm that
their systems are Year 2000 ready. Responses from the majority of these vendors
during the first and second quarters indicated that they expected to reach
compliance by the third quarter of 1999. Chapman Capital Management Holdings
continues to monitor the progress of its vendors and suppliers. The Chapman
Capital Management Holdings contingency plan calls for the replacement, whenever
feasible, of any vendors of mission critical systems that have not certified
readiness by September 30, 1999. As of November 11, 1999, only four such vendors
had not verified readiness. We have identified alternative vendors in the event
these vendors are not Year 2000 ready.

While Chapman Capital Management Holdings believes that it is taking prudent
and necessary action to become Year 2000 ready, there can be no assurance that
the Year 2000 issue will not result in information or communications systems
interruptions. Any such interruptions could be expected to have a material
adverse effect on Chapman Capital Management Holdings' business, financial
condition, results of operations and business prospects and may subject Chapman
Capital Management Holdings to liability to its clients. Chapman Capital
Management Holdings is currently building upon its existing contingency plan in
the event that Chapman Capital Management Holdings or third parties do not
successfully complete their readiness efforts, or if vendors or third parties
controlling mission critical systems are unable to confirm that their systems
will be Year 2000 ready. These efforts may result in additional costs in excess
of current allocations and estimates.

CHAPMAN CAPITAL MANAGEMENT HOLDINGS MANAGEMENT

The directors and executive officers of Chapman Capital Management Holdings
are as follows:

<TABLE>
<CAPTION>
NAME AGE PRINCIPAL POSITIONS
- ------------------------------------------ -------- ------------------------------------------
<S> <C> <C>
Nathan A. Chapman, Jr..................... 42 President, Chairman of the Board and
Director
Earl U. Bravo, Sr......................... 52 Vice President, Secretary, Assistant
Treasurer and Director
Theron Stokes............................. 47 Director
Robert L. Wallace......................... 42 Director
Maria Markham Thompson.................... 41 Chief Financial Officer
M. Lynn Ballard........................... 56 Treasurer and Assistant Secretary
Tracey C. Rancifer........................ 29 Senior Vice President
</TABLE>

54
<PAGE>
The Board of Directors has appointed an Audit Committee, currently
consisting of its two independent Directors. The Audit Committee reviews the
scope of accounting audits, reviews with the independent public accountants the
corporate accounting practices and policies and recommends to whom reports
should be submitted within the company, reviews with the independent public
accountants their final report, reviews with the independent public accountants
overall accounting and financial controls, and is available to the independent
public accountants during the year for consultation purposes.

The Board of Directors has also appointed a Compensation Committee of the
Board of Directors, currently consisting of the two independent Directors. The
Compensation Committee reviews the performance of senior management, approves
the compensation of the President, recommends appropriate compensation levels
for officers other than the President and approves the issuance of stock options
pursuant to Chapman Capital Management Holdings' stock option plan. All
Directors and officers serve until their successors are duly elected and
qualify.

NATHAN A. CHAPMAN, JR. founded Chapman Holdings, Inc. in 1997 and its
subsidiary, The Chapman Co., in 1986. Mr. Chapman also founded Chapman Capital
Management Holdings, Inc. in 1998, and its subsidiary Chapman Capital
Management, Inc. in 1988. Mr. Chapman founded EChapman.com in 1999. Mr. Chapman
founded Chapman Insurance Holdings, Inc. in 1997 and its subsidiary, The Chapman
Insurance Agency Incorporated, in 1987. Mr. Chapman has served as President,
Chairman of the Board and a Director of all of these entities since their
inception. Mr. Chapman is also the President, Chairman of the Board and a
Director of The Chapman Funds, Inc. Prior to founding The Chapman Co.,
Mr. Chapman was a broker for Alex. Brown and Sons from 1982 to 1987.
Mr. Chapman is a Certified Public Accountant, a General Securities Principal,
Registered Options Principal, and Registered Municipal Principal. In July 1999,
the University of Maryland Office of the Board of Regents elected Mr. Chapman
chairman of the Board of Regents.

EARL U. BRAVO, SR. has been Chief Operating Officer of The Chapman Co. since
1992 and Secretary and Assistant Treasurer since 1997. Mr. Bravo has been Senior
Vice President, Secretary, Assistant Treasurer and a Director of Chapman
Holdings, Inc. since 1997 and of Chapman Capital Management Holdings, Inc. since
1998. Mr. Bravo is a Director, Sr. Vice President, Secretary and Assistant
Treasurer of EChapman.com. Mr. Bravo is a General Securities Principal,
Financial and Operations Principal and Registered Representative. Mr. Bravo
holds an MBA from the University of Maryland, College Park.

LYNN BALLARD has been Treasurer and Assistant Secretary since 1997 of The
Chapman Co., Treasurer and Assistant Secretary of Chapman Holdings, Inc. since
1997 and Chapman Capital Management Holdings, Inc. since 1998. Ms. Ballard has
been employed as a senior financial executive of The Chapman Co. and Chapman
Capital Management, Inc. since 1988. Ms. Ballard is Treasurer and Assistant
Secretary of The Chapman Funds, Inc.

55
<PAGE>
THERON STOKES has been an attorney for the Alabama Education Association
since 1993 and has been a Director of Chapman Capital Management Holdings, Inc.
since 1998.

ROBERT L. WALLACE has been President of the BiTH Group, Inc. since 1993.
Mr. Wallace is the author of "Black Wealth Through Black Entrepreneurship." He
has been a Director of Chapman Capital Management Holdings, Inc. since 1998.

MARIA MARKHAM THOMPSON has been Chief Financial Officer of the Company since
1998 and portfolio manager and administrator of Chapman Capital
Management, Inc. since 1997. Ms. Thompson was in private practice as a certified
public accountant from 1996 to 1997 and was Director of the Maryland Water
Quality Financing Administration from 1989 to 1996, during which she also served
as Director of Finance and Central Services for the Maryland Department of the
Environment for 18 months.

TRACEY RANCIFER is the Senior Vice President of Corporate Development for
Chapman Capital Management and EChapman.com since 1998. Prior to joining Chapman
Capital Management, Ms. Rancifer was Executive Assistant to the Mayor of
Memphis, Tennessee and the Director of Government Affairs from 1997 to 1999.
From 1996 to 1997, Ms. Rancifer was the Administrative Operations Director for
the City of Little Rock, Arkansas. Ms Rancifer was a Graduate Research Assistant
at the Arkansas Institute of Government from 1995 to 1996, and from 1993 to
1995, Ms. Rancifer was the Special Assistant to the United States Secretary of
Commerce. In 1993, Ms. Rancifer served as the Eastern Manager of Corporate and
Government Relations for E.W. Moon, Inc. Ms. Rancifer received her B.A. in
Political Science from Rhodes College and her Masters of Public Affairs and
Administration from the University of Little Rock.

EXECUTIVE COMPENSATION

The following table sets forth information concerning compensation paid by
Chapman Capital Management Holdings during the last three fiscal years, for
services rendered in all capacities to Chapman Capital Management Holdings and
its subsidiary, Chapman Capital Management, Inc., to the chief executive officer
and the other most highly paid executive officers Chapman Capital Management
Holdings whose total annual salary and bonus exceeded $100,000 during the year
ended December 31, 1998. No other executive officer of Chapman Capital
Management Holdings received salary and bonus of $100,000 or more during such
years.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS
- --------------------------- -------- -------- --------
<S> <C> <C> <C>
Nathan A. Chapman, Jr. President............................ 1998 $100,000 $50,000
1997 79,500 25,000
1996 72,000 72,000
</TABLE>

The Board of Directors of Chapman Capital Management Holdings has
established the 1998 Chapman Capital Management Holdings, Inc. Omnibus Stock
Plan (the "Plan") to enable Chapman Capital Management Holdings to grant equity
compensation to Chapman Capital Management Holdings directors, officers,
employees and consultants. Pursuant to the Plan, 150,000 shares have been
reserved for award thereunder. The Plan is administered by the Compensation
Committee of the Board of Directors.

COMPENSATION OF DIRECTORS

Directors receive no cash compensation for their service as directors;
however, they are reimbursed for all out-of-pocket expenses relating to
attendance at meetings of the Board of Directors and any

56
<PAGE>
committee thereof. Members of the Board of Directors are eligible to receive
stock options pursuant to the stock option plan.

CHAPMAN CAPITAL MANAGEMENT HOLDINGS PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of shares of the Chapman Capital Management Holdings common stock as
of October 31, 1999 by (i) each person known by Chapman Capital Management
Holdings to own beneficially 5% or more of its outstanding shares of common
stock, (ii) each director, (iii) each executive officer, and (iv) all directors
and executive officers as a group. Except as otherwise indicated, Chapman
Capital Management Holdings believes that the beneficial owners of the common
stock listed below, based on information furnished by such owners, have sole
voting and investment power with respect to such shares, subject to community
property laws where applicable.

<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OF BENEFICIAL SHARES
OWNER (1) OWNERSHIP OUTSTANDING
- ---------------------------------------------------------- ----------------------- -----------
<S> <C> <C>
Nathan A. Chapman, Jr..................................... 2,457,005 shares (2)(3) 73.3%
Earl U. Bravo, Sr......................................... 7,375 shares (5) *
M. Lynn Ballard........................................... 5,000 shares (5) *
Theron Stokes............................................. 9,750 shares (6) *
Robert L. Wallace......................................... 1,000 shares (7) *
Tracey C. Rancifer........................................ 1,000 shares (8) *
Maria Markham Thompson.................................... 1,000 shares (9) *
All Directors and Executive as a Group (7 persons)........ 2,482,130 shares 74.1%
</TABLE>

- ------------------------

* Represents less than one percent of the outstanding shares of common stock.

(1) Each stockholder's address is 401 East Pratt Street, 28th Floor, Baltimore,
Maryland unless otherwise noted.

(2) Includes 165,380 shares, or 4.5% of the outstanding shares, held in
inventory by The Chapman Co., as market-maker for the common stock, and
1,482 shares held in investment advisory accounts over which the Chapman
Capital Management Holdings' subsidiary, CCM has dispository discretion.
Such shares have no voting rights as long as they are held by a subsidiary
of Chapman Capital Management Holdings. The Chapman Co. is a wholly-owned
subsidiary of Chapman Holdings, Inc. and Mr. Chapman is President and
Director of each of The Chapman Co. and Chapman Holdings and Chairman and
majority stockholder of Chapman Holdings. Mr. Chapman disclaims beneficial
ownership of the shares held by The Chapman Co. and CCM.

(3) Includes shares issuable upon exercise of options to purchase 5,000 shares
of Chapman Capital Management Holdings common stock.

(4) Includes shares issuable upon exercise of options to purchase 5,000 shares
of Chapman Capital Management Holdings common stock.

(5) Includes shares issuable upon exercise of options to purchase 5,000 shares
of Chapman Capital Management Holdings common stock.

(6) Includes shares issuable upon exercise of options to purchase 1,000 shares
of Chapman Capital Management Holdings common stock.

(7) Includes shares issuable upon exercise of options to purchase 1,000 shares
of Chapman Capital Management Holdings common stock.

57
<PAGE>
(8) Includes shares issuable upon exercise of options to purchase 1,000 shares
of Chapman Capital Management Holdings common stock.

(9) Includes shares issuable upon exercise of options to purchase 1,000 shares
of Chapman Capital Management Holdings common stock.

CHAPMAN CAPITAL MANAGEMENT HOLDINGS CERTAIN TRANSACTIONS

On January 8, 1998, Chapman Capital Management Holdings, a newly-formed
Maryland corporation, issued shares of common stock to The Chapman Co. in
exchange for all of the outstanding equity securities of CCM, a registered
investment advisor. Accordingly, CCM is currently a wholly-owned direct
subsidiary of Chapman Capital Management Holdings. On February 26, 1998, The
Chapman Co. and its sole stockholder, Chapman Holdings effected a tax-free
spin-off transaction pursuant to which all the outstanding shares of common
stock of Chapman Capital Management Holdings were distributed to Chapman
Holdings and, immediately following such distribution, such common stock was
distributed to the then-existing stockholders of Chapman Holdings.

Nathan A. Chapman, Jr., the President, Chairman of the Board, a Director and
controlling stockholder of Chapman Capital Management Holdings, is the
President, Chairman of the Board and a Director of EChapman.com, Chapman
Holdings and Chapman Insurance Holding. He is also a controlling stockholder of
Chapman Capital Management Holdings and Chapman Holdings and will be a
controlling stockholder of EChapman.com upon the consummation of the proposed
mergers with Chapman Capital Management Holdings and Chapman Holdings. At the
request of Chapman Capital Management Holdings, Mr. Chapman also serves as
President and Director of CCM and The Chapman Funds, Inc.

Earl U. Bravo, Sr., the Vice President, Secretary, Assistant Treasurer and a
Director of Chapman Capital Management Holdings, is Senior Vice President,
Secretary, Assistant Treasurer and a Director of Chapman Holdings and Chapman
Insurance Holdings and Secretary and Assistant Secretary of The Chapman Funds.

M. Lynn Ballard, the Treasurer and Assistant Secretary of Chapman Capital
Management Holdings, is Treasurer and Assistant Secretary of Chapman Holdings
and The Chapman Co.

At the request of Chapman Capital Management Holdings, Mr. Bravo and
Ms. Ballard serve as Secretary and Assistant Treasurer and Treasurer and
Assistant Secretary, respectively, of CCM and The Chapman Funds, Inc. Mr. Bravo
also serves as Vice President of CCM.

The Chapman Funds, Inc., a multi-series open-end management investment
company, is registered under the Investment Company Act and was organized by
Chapman Capital Management Holdings. DEM, Inc., a closed-end investment company,
organized by Chapman Capital Management Holdings, was liquidated in
September 1998 pursuant to the vote of its stockholders. Until such liquidation,
at the request of Chapman Capital Management Holdings, Mr. Chapman served as
President and Director, Mr. Bravo served as Vice President and Secretary and
Ms. Ballard served as Treasurer of DEM, Inc.

Until liquidation DEM, Inc.'s, Chapman Capital Management Holdings served as
the investment advisor and administrator of DEM, Inc. In connection therewith,
Chapman Capital Management Holdings was paid $139,000 and $150,000 in advisory
and administrative fees in the years ended December 31, 1997 and December 31,
1998, respectively.

Chapman Capital Management Holdings is the investment advisor and
administrator of The Chapman U.S. Treasury Money Fund, a portfolio of The
Chapman Funds, Inc. In connection therewith, Chapman Capital Management Holdings
was paid $259,991 and $353,125 in advisory and administrative fees for the year
ended December 31, 1998, and for the nine months ended September 30, 1999,
respectively. For the nine months ended September 30, 1999, Chapman Capital
Management Holdings

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has waived $101,873 of advisory fees pursuant to management fee waiver agreement
with The Chapman Funds.

Chapman Capital Management Holdings is the investment advisor and
administrator of the DEM Equity Fund, a portfolio of The Chapman Funds, Inc. The
DEM Equity Fund became active in April 1998 and Chapman Capital Management
Holdings was paid $69,356 and $55,021 in advisory and administrative fees for
the year ended December 31, 1998 and for the nine months ended September 30,
1999, respectively. For the nine months ended September 30, 1999, Chapman
Capital Management Holdings has waived $1,263 of advisory fees pursuant to a
management fee waiver agreement with The Chapman Funds.

Chapman Capital Management Holdings is the investment advisor and
administrator of the DEM Index Fund, a portfolio of The Chapman Funds, Inc. The
DEM Index Fund became active in March 1999 and Chapman Capital Management
Holdings was paid $250 in advisory and administrative fees through
September 30, 1999. Chapman Capital Management Holdings has paid $101,207
directly to The Chapman Funds, or on its behalf pursuant to an expense
limitation agreement.

Chapman Capital Management Holdings has entered into agreements with The
Chapman Funds, Inc. on behalf of three additional portfolios, the DEM Fixed
Income Fund, the DEM Multi-Manager Bond Fund and the DEM Multi-Manager Equity
Fund, to provide investment advisory and administration services. Such funds are
not currently active. However, Chapman Capital Management Holdings has paid
approximately $111,000 of start-up expenses for these funds and the DEM Index
Fund.

Chapman Capital Management Holdings executed a 10-year note to Chapman
Holdings as of October 31, 1996 in the amount of $763,367 which accrued interest
at 6.68% per annum. The proceeds of this loan were used by CCM to pay start-up
costs in connection with its development of a proprietary investment product and
for a non-competition agreement. On August 14, 1998, this loan was repaid in
full.

As of September 30, 1999, Mr. Chapman owed Chapman Capital Management
Holdings and its subsidiary $367,000 in connection with the following notes,
including accrued interest:

- Demand promissory note to Chapman Capital Management dated July 2, 1998 in
the amount of $65,000, which accrues interest at 5.48% per annum.

- Three year promissory note to Chapman Capital Management Holdings dated
August 21, 1998 in the amount of $45,000, which accrues interest at 5.48%
per annum.

- Demand promissory note to Chapman Capital Management Holdings dated
July 29, 1999 in the amount of $242,000, which accrues interest at 5.45%
per annum.

On July 29, 1999, Chapman Capital Management Holdings made an unsecured loan
of $3,220,000 to Chapman Holdings, in connection with The Chapman Co., which was
seeking to qualify to participate in a municipal underwriting syndicate. The
loan was issued pursuant to a demand note that required Chapman Holdings to
repay the amount of the loan upon Chapman Capital Management Holdings' demand
and with interest due thereon at the brokers call rate as in effect from time to
time. Chapman Holdings repaid this loan with accrued interest in full on
September 14, 1999.

Mr. Chapman is President and Treasurer and Mr. Bravo is Secretary of Chapman
General Partner One, Inc., the general partner of Chapman Limited Partnership I.
The Chapman Co. leases furniture and equipment from this partnership, with part
of such cost being allocated to Chapman Capital Management Holdings. The lease
requires monthly payments of $9,846 and contains one year renewable terms, at
the option of The Chapman Co., through September 2000, at which time The Chapman
Co. can purchase the furniture and equipment at fair market value. Rent expense
allocated to Chapman Capital Management Holdings under this lease agreement was
$39,384 in 1997, $59,076 in

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1998 and $44,307 for the nine months ended September 30, 1999. Management
believes that the terms of these transactions were substantially as favorable to
Chapman Capital Management Holdings as those available from non-affiliates.

On December 14, 1998, Chapman Capital Management Holdings advanced to
Chapman Limited Partnership I $19,536 for payment of certain taxes and related
payments. On October 22, 1999, CCM advanced the partnership $49,037 for payment
of certain taxes and related payments. As of September 30, 1999, all of these
advances remained outstanding. Future lease payments will be applied to such
advances until repaid in full.

On November 10, 1998, The Chapman Co. erroneously deposited $291,207 in
Chapman Capital Management Holdings' securities account. As of December 31,
1998, Chapman Capital Management Holdings owed The Chapman Co. $104,270 of this
amount. Chapman Capital Management Holdings repaid The Chapman Co. in full on
January 12, 1999.

Chapman Capital Management Holdings shares office space, certain employees
and other overhead with certain other entities controlled by Mr. Chapman
including The Chapman Co. and The Chapman Insurance Agency Incorporated, a
licensed insurance agency that has not engaged in significant operations to
date. Pursuant to an expense allocation agreement, Chapman Capital Management
Holdings is allocated compensation and benefits expense based upon the estimated
percentage of such employees' time spent performing services for Chapman Capital
Management Holdings. Chapman Capital Management Holdings is charged for other
expenses based on actual or estimated usage. Pursuant to such expense allocation
arrangements Chapman Capital Management Holdings owed Chapman Holdings, $187,272
and $23,865 as of December 1998 and September 30, 1999, respectively. Chapman
Capital Management Holdings treats such outstanding allocation amounts as normal
expenses to be paid in the ordinary course of business. The common management
and/or ownership among Chapman Capital Management Holdings and other entities
controlled by Mr. Chapman may involve potential conflicts of interest.

As of June 9, 1998, Chapman Capital Management Holdings and Mr. Chapman
entered into a non-exclusive, royalty-free service mark licensing agreement
pertaining to the use of the DEM, Domestic Emerging Markets, DEM Index, DEM
Profile, DEM Universe, DEM Company, DEM Multi-Manager, Chapman, and stylized
C-Eagle trademarks that are owned by Mr. Chapman.

Chapman Capital Management Holdings intends that all transactions with its
affiliates will be approved by a majority of the Board of Directors, including a
majority of the disinterested, independent Directors.

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DESCRIPTION OF ECHAPMAN

ECHAPMAN.COM BUSINESS

SINCE WE ARE A NEW COMPANY, THE DISCUSSION OF OUR PROPOSED BUSINESS
STRATEGY, EXPANSION PLANS AND PLAN OF OPERATION ARE NOT BASED ON HISTORICAL
FACTS BUT ARE FORWARD-LOOKING STATEMENTS BASED UPON NUMEROUS ASSUMPTIONS ABOUT
FUTURE CONDITIONS, WHICH MAY ULTIMATELY PROVE TO BE INACCURATE. OUR ACTUAL
RESULTS MAY MATERIALLY DIFFER FROM OUR ANTICIPATED RESULTS DESCRIBED IN SUCH
STATEMENTS. OUR ABILITY TO ACHIEVE SUCH RESULTS IS SUBJECT TO NUMEROUS RISKS AND
UNCERTAINTIES, INCLUDING, BUT NOT LIMITED TO THE RISKS DETAILED IN THE SECTION
ENTITLED "RISK FACTORS" AND ELSEWHERE THROUGHOUT THIS PROSPECTUS. THESE
FORWARD-LOOKING STATEMENTS REPRESENT OUR JUDGMENT AS OF THE DATE OF THIS
PROSPECTUS. ECHAPMAN.COM DISCLAIMS, HOWEVER, ANY INTENT OR OBLIGATION TO UPDATE
THESE FORWARD-LOOKING STATEMENTS. AS A RESULT, YOU ARE CAUTIONED NOT TO RELY ON
THESE FORWARD-LOOKING STATEMENTS.

THE ECHAPMAN.COM STRATEGY

OVERVIEW

EChapman.com is a newly formed corporation designed to bring together the
financial services capabilities of (i) Chapman Holdings and its subsidiaries,
The Chapman Co., Charles A. Bell & Co., Inc., Charles A. Bell Securities Corp.
and Charles A. Bell Asset Management Inc., (ii) Chapman Capital Management
Holdings, Inc. and its subsidiary Chapman Capital Management, Inc. and
(iii) Chapman Insurance Holdings, Inc. and its subsidiary, The Chapman Insurance
Agency Incorporated, while taking advantage of the unique opportunities
presented by the growth of the Internet. Our Web site, the EChapman.com network,
which is currently under development, will seek to be an interactive online
community offering both financial services and a variety of lifestyle,
educational and cultural content selected to appeal particularly to
African-Americans, Asian-Americans, Hispanic-Americans and women market
segments. We refer to these groups collectively as the Domestic Emerging
Markets, or DEM, community. We believe that our creation of and leadership
position in employing the Domestic Emerging Markets concept will allow us to
successfully combine online financial services with an online portal.

We are also in the exploratory stages of establishing an Internet bank
servicing the DEM community, an undertaking which we believe would round out our
financial product lines and make EChapman.com a complete, one-stop financial
services company. The establishment of a bank involves a lengthy application
process and requires regulatory approval. These plans are in the preliminary
stages, and we cannot assure you that these plans will come to fruition or
represent a significant source of revenue.

We are currently working internally and with third party service providers
to design and develop a prototype of our Web site. We have reserved the domain
name "EChapman.com" and intend to use this address once the site is up and
running. We intend to launch the online trading portion of the EChapman.com Web
site during the first quarter of 2000. Although we expect to add content and
functionality on a continuous basis, we anticipate that the layout, content and
functionality of the lifestyle, educational and cultural portions of our Web
site should be substantially complete within six months following the closing of
the mergers.

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BACKGROUND

NATHAN A. CHAPMAN, JR.

A key part of our strategy will be our financial services component. We
intend to draw upon Nathan A. Chapman, Jr.'s prominence and experience in the
financial services industry and the operating histories of Chapman Holdings and
Chapman Capital Management Holdings. Mr. Chapman, our founder, President and
Chairman, is President and Chairman of the first and currently the only
African-American controlled publicly traded investment bank, The Chapman Co.,
and the President and Chairman of the first and currently the only
African-American controlled publicly traded investment management company,
Chapman Capital Management. The Chapman Co. is a full service securities
brokerage and investment banking company that engages in corporate and
government finance, retail and institutional brokerage, research and
marketing-making activities and trading. Chapman Capital Management is a
registered investment advisor that at October 31, 1999, had over $690 million in
assets under management. Chapman Capital Management acts as financial advisor to
separate accounts, a group trust and a family of mutual funds. Chapman Insurance
Agency is a privately held insurance agency with limited operations to date.

DOMESTIC EMERGING MARKETS STRATEGY

In the mid-1990s, Mr. Chapman pioneered an investment management strategy
that consists of managing portfolios invested in securities of companies
controlled by African-Americans, Asian-Americans, Hispanic-Americans and women.
We call this strategy the Domestic Emerging Markets, or DEM, strategy, and we
call companies which meet this profile DEM companies.

Chapman Capital Management was the first investment management firm to
establish the DEM strategy as an investment option when it launched DEM, Inc., a
closed end investment management company, in 1995. A mutual fund managed by
Chapman Capital Management using the DEM strategy is included as an investment
option in certain retirement plans administered by Aetna Retirement Services and
Nationwide Retirement Solutions. Chapman Capital Management further extends the
DEM strategy by actively recruiting investment managers which meet the DEM
profile to manage investment portfolios that may or may not be invested in DEM
companies. We call this strategy the DEM Multi-Manager strategy. Since launching
the DEM strategy, the Company has increased assets managed under the DEM and DEM
Multi-Manager strategies to over $450 million as of October 31, 1999.

The Chapman Co. uses the DEM strategy in its brokerage and investment
banking business by participating in syndicates for underwritings of DEM
companies, publishing research on DEM companies, making markets in the stocks of
DEM companies and acting as distributor for the mutual funds that Chapman
Capital Management manages according to the DEM strategy. In addition, The
Chapman Co. seeks to act as lead underwriter for DEM companies.

ECHAPMAN.COM

We believe an online network designed to appeal to African-Americans,
Asian-Americans, Hispanic-Americans and women, as well as the DEM community as a
whole, will allow us to leverage the DEM concept and promote brand
differentiation for our financial and other services. In addition, we believe
that the Internet will provide us with cost-efficient access to new markets for
our financial services.

EChapman.com will seek to attract the members of the DEM community to our
Web site by providing lifestyle, educational and cultural, as well as financial
services, information with the goal of becoming a dynamic online community,
known as EChapman.com. We currently intend that this material will initially be
organized around four channels on our Web site.

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The CHAPMAN NETWORK will cover a variety of topics and features, including:

- Lifestyle pages providing content about travel, finance, fashion, food,
sports, entertainment, health & wellness, and family and parenting issues
and featuring presentations by personalities and celebrities appealing to
the various segments of the DEM community

- Music/Video pages allowing visitors to participate in online chats with
artists and personalities, listen to music, preview videos and make
purchases online at the CHAPMAN.COM MARKETPLACE

- Kids and Teens pages offering chat rooms and programming about school
safety, money, contests, quizzes, puzzles, sports

- Chapman Kids Club enabling kids and teens to open virtual stock accounts
and view real time stock information about companies that appeal to youth

- International, domestic and business news

- Sports, weather and local news

CHAPMAN TRADING will offer:

- Online brokerage services

- A variety of mutual fund choices, including our proprietary funds: the DEM
Equity Fund, the DEM Index Fund and the Chapman US Treasury Fund, as well
as any future mutual fund offerings

- Insurance products, such as variable annuities, variable life and term
life products

- Research reports

- Online access to corporate and public finance products

- Toll-free call center for personalized assistance

CHAPMAN EDUCATION will focus on financial education by providing:

- Interactive seminars addressing a wide range of topics, ranging from how
to make a budget to investment strategies

- Interviews with business people, particularly those who are prominent in
the DEM community

- DEM Index performance information

- Financial tools, such as mortgage and loan calculators and tips on how to
conduct investment research

CHAPMAN MARKETPLACE will offer for sale:

- Chapman-branded apparel and accessories

- Other products, including many of special interest to the DEM community
such as videos, music and books featuring DEM personalities and apparel

- Links with other Internet merchants which desire access to the DEM
community or segments of it

SOURCES OF ONLINE REVENUE

EChapman.com will seek to derive revenue from its online business in the
following ways:

- Online brokerage commissions, including commissions from proprietary and
other mutual fund sales

- Investment management fees from increasing assets under management through
online sales of our proprietary mutual funds

- Advertising revenues from sales of banner ads and links to Web sites
seeking to reach the DEM community or segments of it

- Sharing with ecommerce partners in sales generated by visitors coming from
our Web site

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- Possible online sales of annuity and insurance products created through
alliances with companies such as The Manufacturers Life Insurance Company
of North America

- Potential interest and fee income generated upon establishment of the
contemplated Internet bank

- Sales of products through the CHAPMAN MARKETPLACE channel

BRAND AWARENESS

In an increasingly competitive Internet market, we believe that the
development of the EChapman.com brand is a key to the success of our business.
EChapman.com will seek to establish brand awareness through:

- Conventional off-line advertising and promotion, such as print media,
radio and television, event sponsorship, conferences and seminars
specifically targeted at the DEM community and its various segments

- Distribution of DEM products through third parties, such as Aetna
Retirement Services and Nationwide Retirement Solutions

- Online advertising and marketing strategies, including:

- One-to-one banner exchanges

- Basic text links

- Content sponsorship

- E-mail promotions

- Registration with search engines and directories

- Registration of alternative domain names, such as chapmanonline.com,
africanamericanstocks.com, asianamericanstocks.com,
hispanicamericanstocks.com and womenstocks.com, which will lead users
to the EChapman.com Web site

OFFLINE STRATEGY

We intend to grow the financial services products and services we have
offered through our traditional channels of distribution and believe these
businesses will complement our online strategy. In particular, we will continue
to pursue and expand:

- Corporate finance transactions involving DEM companies, including
underwriting syndicate participations and manager roles in these
transactions

- Government finance transactions, including seeking larger positions and
manager roles in these transactions by establishing a presence in the
states with major issuers of negotiated tax-exempt bonds

- Retail brokerage services targeting the DEM community

- Market-making activities focused on securities of DEM companies, as well
as other companies

- Proprietary trading for our own account

- Investment management services such as advisory services for institutional
separate accounts and our proprietary mutual funds

- Distribution of our proprietary mutual funds and mutual funds managed by
others through alliances with strategic partners, such as Aetna Retirement
Services

- Management of assets according to the DEM and DEM Multi-Manager strategies

- Sales of annuity and other insurance products on an agency basis for
insurance underwriters, such as The Manufacturers Life Insurance Company
of North America

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THE INTERNET

GROWTH OF THE INTERNET

The Internet has become a significant global medium for obtaining news and
information, communicating and conducting commerce. Both the number of Internet
users and the amount of time they spend online are growing. According to Jupiter
Communications, an independent market research firm specializing in online
research and analysis, approximately one-third of all homes in the United States
now have access to the Internet, and this percentage is expected to increase to
more than two-thirds by 2003. We believe that this growth is the result of a
number of factors, including:

- A growing number of computers in the home and workplace

- Improvements in network infrastructure

- More convenient, faster and less expensive Internet access

- Advances in computer and modem technology

- An increased public awareness of the benefits of using the Internet

- Development of "user friendly" interfaces

The interactive nature of the Internet as well as the growing online
community have also resulted in dramatic growth in the amount of ecommerce that
is being transacted on the Internet. One market survey shows that online
purchases, which were $50 billion in 1998, will grow to $1.3 trillion by 2003.
We believe that growth in ecommerce can be attributed to a number of factors,
including:

- Consumer confidence in Internet technology and security

- Improved ease of use

- Validation of ecommerce resulting from the participation of nationally
recognized companies

The Internet provides an efficient medium for the delivery of periodically
updated content. In contrast to print media, the Internet's technology and
interactive nature allow content providers to update information without
interrupting the user's experience. As a result, providers of high-quality and
well-organized content can promote increased Internet usage and create an
attractive marketing environment for advertisers and merchants. In addition,
leading content providers can develop a loyal following of repeat users who
register with their sites by providing personal information and preferences.
Registration benefits both the user and the site. Registered users are often
eligible for additional services from a site, such as customization options or
access to premium content. As a content provider learns more about its users as
they register and spend more time online, it can tailor content to meet the
needs and preferences of its users. This user information also provides
advertisers and merchants with more focused demographic information, which is
used to maximize direct marketing opportunities.

The online brokerage industry is also experiencing rapid growth. Jupiter
Communications forecasts that the total number of online trading households will
grow from 4.3 million in 1998 to more than 20.3 million in 2003. Jupiter
Communications also estimates that assets under management in online trading
accounts will increase sevenfold from $415 billion at the end of 1998 to more
than $3 trillion by 2003. We believe that this growth is largely due to:

- Growing consumer acceptance of the Internet as a convenient, secure and
reliable method of conducting retail financial transactions

- An increasing desire on the part of investors to take greater personal
control of their financial future

- Lowering of commission prices for online brokerage transactions

- An increasing amount of high-quality investment research and information
available on the Internet to assist investors in making their trading
decisions

- Extensive media attention focused on the online brokerage industry

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- Increasing interest by retail investors in purchasing individual stocks

- A favorable investing environment

A growing number of advertisers and businesses are capitalizing on the
Internet's interactive nature to market their products to highly targeted
audiences. The Internet offers these advertisers a flexible way to target their
message and measure their results. Internet advertisers can tailor their
messages to specific groups of consumers and can change advertisement content
frequently in response to market factors, current events and consumer feedback.
Moreover, advertisers can more accurately track the effectiveness of their
advertising messages based on the rate that consumers directly respond to
advertisements through keystrokes or "click throughs" that their advertisements
receive.

THE DEM COMMUNITY ON THE INTERNET

According to the Population Estimates Program, Population Division, of the
United States Census Bureau, Data Sheets published by the Population Reference
Bureau, racial and ethnic minorities account for approximately 25% of the adult
U.S. population as of October 31, 1999. This figure is expected to increase to
approximately 33% by the year 2015. However, based on population estimates and
trends derived from the Population Estimates Program released on September 1,
1999, it appears that racial and ethnic minorities account for a relatively
smaller percentage of the total U.S. online population than of the U.S.
population as a whole. For example, African-Americans, who account for 12.79% of
the U.S. population, represent 7.82% of the total estimated U.S. online
population of 92 million. Asian-Americans, who represent 4.00% of the U.S.
population, represent 2.85% of the total U.S. online population, and
Hispanic-Americans, who make up 11.44% of the U.S. population, account for 1.64%
of the U.S. online population. These Data Sheets estimate that women, who
comprise 51.13% of the U.S. population, account for approximately 46% of the
U.S. online population. We believe that the potential growth in Internet usage
by members of the DEM community represents an opportunity for EChapman.com.

ECHAPMAN.COM PLAN OF OPERATION

Our ability to implement our business strategy depends upon the successful
and timely completion and launch of our Web site. We are currently developing
the site, and we expect that we will be able to offer the online brokerage and
certain other features of the CHAPMAN TRADING channel of the Web site by the end
of the first quarter of 2000.

Simultaneously with the development of the financial services component of
our Web site, we will also be designing and developing the other features of the
EChapman.com Web site. In this regard, we intend to establish relationships with
content providers and third parties who wish to advertise on our site. We also
intend to develop strategic relationships with other companies which desire to
market their products and services to the DEM community. Although our Web site
design and development, as well as promotion of the EChapman.com brand, will be
an ongoing process, we estimate that the portal component of the EChapman.com
Web site will be substantially completed and ready for visitors within six
months after the closing of the mergers.

We expect to incur significant expenses in two main areas:

- Promotion of the EChapman.com Web site and the EChapman.com brand

- Web site design and development

During our first 12 months of operations, the expenses we expect to incur in
connection with our Web site include:

- Development of our portal content, including news, weather and sports
feeds from third-party providers and the production costs associated with
streaming video presentations for the CHAPMAN EDUCATION and CHAPMAN
NETWORK channels

- Marketing and promoting the EChapman.com Web site and brand

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- Testing the site once the initial framework is completed

- Further design, development and testing of our online financial services
offerings

- General software and hardware expenses associated with the operation of
the site

- Web hosting and related expenses

Marketing and promotional activities will include targeted advertising of
EChapman.com online, including placement of banner ads and links to the
EChapman.com Web site on other Web sites, and through traditional print, radio
and television advertising. We will also incur expenses in establishing
strategic relationships with other companies.

As our online trading capabilities develop, and as we move toward the
completion of the EChapman.com portal, we expect to increase significantly the
size of our workforce in response to the anticipated growth of our online
business and the continued expansion of our traditional lines of business. We
expect to hire approximately 115 employees for our Web site, including an
information technology professional, a sales manager, sales personnel and
administrative staff in connection with the online community component of the
Web site and call center personnel and licensed brokers for our financial
services component of the Web site. We also anticipate increasing the number of
employees in our traditional brokerage, investment banking and investment
advisory businesses by adding a total of approximately 10 employees to these
areas. These increases represent almost a 200% increase in our current staffing
levels, and we expect commensurate increases in our compensation and benefits
expenses for the first 12 months of operations, as well as increases in our
occupancy and equipment expenses in order to accommodate these additional
employees.

Currently, we believe that the net proceeds of this offering will be
sufficient for the funding of our business for at least the first 12 months of
our operations. However, to the extent that our management deems it necessary to
the implementation of our business strategy, we may require additional financing
beyond the proceeds of this offering. See "Risk Factors--We may not be able to
secure financing if we need it in the future."

OUR INVESTMENT PRODUCTS AND SERVICES

We intend to continue to offer the products and services that The Chapman
Co., Chapman Capital Management and The Chapman Insurance Agency currently offer
through their traditional channels of distribution, while at the same time
expanding our distribution focus to the Internet in order to gain access to a
much larger audience.

SECURITIES BROKERAGE AND INVESTMENT BANKING SERVICES

BROKERAGE SERVICES

Our securities brokerage and investment banking subsidiary, The Chapman Co.,
provides brokerage services to institutional and retail clients. The Chapman Co.
charges commissions to these clients for executing buy and sell orders for
securities on national and regional exchanges and in the over-the-counter
market. The Chapman Co.'s primary source of revenue for its brokerage business
has historically been commissions generated from institutional brokerage. The
Chapman Co.'s institutional clients include investment managers, corporate
retirement plans and municipal retirement plan sponsors. The Chapman Co.
maintains floor broker relationships on the New York, American and Chicago Stock
Exchanges and executes buy and sell orders in the over-the-counter markets.
Approximately 46%, 39% and 44% of The Chapman Co.'s revenue during the years
ended December 31, 1998 and 1997 and for the nine months ended September 30,
1999, respectively, were derived from its brokerage business.

The Chapman Co. also participates in fixed income secondary market trading
in government securities primarily for fixed income investment managers,
municipal treasurers and other investment professionals. This business is done
on a competitive basis where The Chapman Co. acts as a broker.

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Approximately 3%, 28% and 11% of The Chapman Co.'s revenue during the years
ended December 31, 1998 and 1997 and for the nine months ended September 30,
1999, respectively, were derived from secondary market trading.

The Chapman Co. is a market-maker for the securities of five companies. We
are currently in the process of obtaining approval to make a market in the
securities of up to 100 companies.

CORPORATE FINANCE

To date, The Chapman Co.'s corporate finance activities have been limited
primarily to participation in syndicates. The Chapman Co. has been a member of
more than 190 underwriting syndicates for corporate issues, substantially all of
which were equity offerings. During the years ended December 31, 1998 and 1997
and for the nine months ended September 30, 1999, approximately 17%, 16% and 6%,
respectively, of The Chapman Co.'s revenue was derived from corporate finance
transactions. In 1998, approximately 50% of The Chapman Co.'s corporate finance
revenue was derived from the sale of the stock of Chapman Capital Management
Holdings, for whom The Chapman Co. acted as sole underwriter. In 1997,
approximately 38% of The Chapman Co.'s corporate finance revenue was derived
from the sale of the stock of DEM, Inc., a publicly-traded closed-end investment
company for which The Chapman Co. was the sole underwriter. Prior to
DEM, Inc.'s liquidation in 1998, DEM, Inc. was managed by Chapman Capital
Management.

GOVERNMENT FINANCE

The Chapman Co. participates in the tax-exempt public finance market and has
managed, primarily as co-manager, more than 300 transactions in 22 states and
the District of Columbia, including approximately 76 transactions in the past
two years. More than half of the total dollar amount of these transactions has
been with jurisdictions located in Alabama, California, Pennsylvania and
Tennessee.

During the years ended December 31, 1998 and 1997 and for the nine months
ended September 30, 1999, approximately 21%, 7% and 14%, respectively, of The
Chapman Co.'s revenue was derived from management fees, financial advisory fees
and selling concessions in public finance transactions. The Chapman Co.
currently employs six investment bankers whose primary responsibility is the
development of its public finance business.

RESEARCH

The Chapman Co. currently employs four research analysts and provides
research primarily on selected DEM companies. We intend to increase
substantially the number of DEM companies covered by The Chapman Co.'s research.

The Chapman Co. has also created the DEM Index, which tracks the performance
of the stocks of certain companies meeting the DEM profile. We believe that
inclusion of a DEM company in the DEM Index offers certain advantages such as
facilitating identification by fund managers and other institutions seeking to
invest in minority or women controlled businesses. The Chapman Co. will seek to
earn fees from subscriptions to the DEM Index and the sale of limited
information regarding the companies included in the DEM Index.

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<PAGE>
INVESTMENT ADVISORY SERVICES

Our investment advisory subsidiary, Chapman Capital Management, currently
manages three mutual funds: the DEM Equity Fund, the DEM Index Fund and The
Chapman U.S. Treasury Money Fund, each a portfolio of The Chapman Funds, Inc., a
diversified, open-end management investment company registered under the
Investment Company Act of 1940. Chapman Capital Management has formed and
manages one private investment trust, the DEM-MET Trust. Chapman Capital
Management also advises corporate, institutional and individual investors on a
separate account basis. In addition, Chapman Capital Management is in the
process of establishing two new mutual funds which will use the DEM
Multi-Manager strategy.

As of October 31, 1999, Chapman Capital Management's total assets under
management attributable to mutual funds were approximately 19.1% of its total
assets under management.

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<PAGE>
Chapman Capital Management evaluates such sub-advisors monthly and reallocates
assets among existing sub-advisors and new sub-advisors as necessary. The
DEM-MET Trust was created in December 1996 pursuant to an agreement between
Chapman Capital Management and Bankers Trust Company, as custodial trustee. As
of October 31, 1999, the DEM-MET Trust had approximately $290.3 million in
assets, representing 41.6% of Chapman Capital Management's total assets under
management.

SEPARATE ACCOUNTS. Chapman Capital Management also provides investment
advisory services to separate accounts under individual investment advisory
agreements. Chapman Capital Management manages equity and debt portfolios with
varied investment objectives including long term capital appreciation and
current income. As of October 31, 1999, approximately 57.5% of the separate
accounts under management incorporate the DEM strategy as an investment
objective. Chapman Capital Management will continue to attempt to differentiate
itself from other investment managers by providing the DEM strategy as an
investment objective. As of October 31, 1999, Chapman Capital Management managed
approximately $274.1 million in assets for separate accounts, of which
approximately $157.5 million was invested pursuant to the DEM Strategy.

MARKETING AND CUSTOMER SERVICE

Chapman Capital Management's proprietary investment products are distributed
by The Chapman Co. To date, Chapman Capital Management's investment product
marketing activities have been providing "wholesale" marketing assistance to
support The Chapman Co.'s direct retail selling efforts. Chapman Capital
Management intends to offer its proprietary investment funds to banks, insurance
companies, providers of 401(k) deferred compensation plans and other
institutions for resale to their customers. Chapman Capital Management will
provide support to The Chapman Co. in marketing to institutional resellers and
to the institutional resellers' own retail sales forces. Chapman Capital
Management may also undertake some limited advertising of its proprietary
investment products.

In addition to separate accounts and proprietary investment products,
Chapman Capital Management will seek to enter into agreements with other
investment advisors whereby Chapman Capital Management will seek to act as a
sub-advisor with respect to their investment products. Chapman Capital
Management will seek to provide wholesale marketing assistance to the
distributors of such third-party investment products to ensure that such
products are effectively marketed by the third-party distributors to the DEM
community.

RESEARCH

As of September 30, 1999, Chapman Capital Management employed three
portfolio managers. Chapman Capital Management intends to hire additional
portfolio managers to support its existing investment advisory and management
services and to facilitate the introduction and maintenance of new investment
products.

Chapman Capital Management currently employs a buy-side analyst to assist
the portfolio managers in investment research, monitoring of investment
opportunities and the development and

70
<PAGE>
maintenance of Chapman Capital Management's proprietary DEM valuation and
screening model. Chapman Capital Management also utilizes the research services
of The Chapman Co. for coverage on certain companies meeting the DEM profile.
Chapman Capital Management intends to expand its research staff by hiring
additional buy-side analysts.

ANNUITY PRODUCTS

Our insurance subsidiary, The Chapman Insurance Agency, sells annuity
products on an agency basis for insurance underwriters such as The Manufacturers
Life Insurance Company of North America; however, Chapman Insurance Agency has
not had significant operations to date. Chapman Insurance Agency currently
offers only variable annuities. Variable annuities are long-term savings
vehicles which contain two accounts, a separate and a fixed account. The fixed
account usually offers various fixed allocations which are credited with fixed
rates of interest for the guaranteed periods selected by the policyholder.
Policyholders will be able to choose among several available separate account
fund options offered by Chapman Capital Management or other investment managers
with whom we may ally our operations and transfer monies between the various
annuity options on a tax-deferred basis.

The Chapman Insurance Agency sells products on an agency basis only, meaning
that it sells insurance products underwritten by other insurance companies. The
Chapman Insurance Agency does not currently underwrite annuities on its own.
Annuity products currently enjoy an advantage over certain other retirement
savings products because the payment of federal income taxes on interest
credited to annuity policies is deferred during the accumulation period. We
believe that the individual annuity business is a growing segment of the savings
and retirement market.

GOVERNMENT REGULATION

ECOMMERCE AND THE INTERNET

There are currently a limited number of federal or state laws or regulations
that specifically regulate communications or commerce on the Internet. However,
federal and state governments are increasingly asserting an intent to more
actively regulate the Internet. These efforts include attempts to apply existing
laws of general applicability to the Internet, including actions involving:

- User privacy, including sending of unsolicited email or "spamming"

- Consumer protection to ensure quality products and services and fair
dealing

- Media regulation, such as libel and obscenity

In addition, federal and state legislatures and administrative agencies are
beginning to consider or adopt a variety of Internet-specific statutes and
regulations. In 1998, Congress passed the Children's On-Line Privacy Protection
Act of 1998, which strictly limits the collection of "personal information" by
Web sites of information of children under the age of 13 by requiring, among
other things, prior parental consent.

The National Conference of Commissioners of the Uniform State Laws has
recently recommended two new laws for adoption by the states. The first, the
Uniform Electronic Transaction Act, seeks to recognize the scope and
enforceability of electronic contracts and agreements generally. Separately, the
Uniform Computer Information Transaction Act seeks to impose a general contract
law framework for electronic transactions. We expect that states may adopt
either or both of these uniform acts in the near future and, a consequence may
be additional requirements and liability for Internet-based businesses.
Additional legislation could be introduced if self-regulatory efforts by online
businesses are deemed ineffective.

Several states have adopted or are considering adoption of statutes that
address "spamming" practices on the Internet.

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<PAGE>
Moreover, it may take years to determine the extent to which existing laws
relating to issues such as copyright, trademark, trade secrets and other
intellectual property law; libel and defamation; and privacy are applicable to
the Internet. These current, new and subsequent laws and regulations could
adversely affect our business.

SECURITIES BROKERAGE AND INVESTMENT BANKING SERVICES

The securities business is subject to extensive and frequently changing
federal and state laws and substantial regulation under such laws by the SEC and
various state agencies and self-regulatory organizations, such as the NASD. The
Chapman Co. is registered as a broker-dealer with the SEC and is a member firm
of the NASD. Much of the regulation of broker-dealers has been delegated to
self-regulatory organizations, principally the NASD, which has been designated
by the SEC as The Chapman Co.'s primary regulator. The NASD adopts rules (which
are subject to approval by the SEC) that govern its members and conducts
periodic examinations of member firms' operations. Securities firms are also
subject to regulation by state securities administrators in those states in
which they conduct business. The Chapman Co. is registered as a broker-dealer in
49 states and the District of Columbia and Puerto Rico.

Broker-dealers are subject to regulations which cover all aspects of the
securities business, including sales methods and supervision, trading practices
among broker-dealers, use and safekeeping of customers' funds and securities,
capital structure of securities firms, record keeping and the conduct of
directors, officers and employees. The principal purpose of regulation and
discipline of broker-dealers is the protection of customers and the integrity of
the securities markets. Additional legislation, changes in rules promulgated by
the SEC and self-regulatory organizations, or changes in the interpretation or
enforcement of existing laws and rules, may directly affect the mode of
operation and profitability of broker-dealers.

The SEC, self-regulatory organizations and state securities commissions may
conduct administrative proceedings which can result in censure, fines, the
issuance of cease-and-desist orders or the suspension or expulsion of a
broker-dealer, its officers or employees.

The Chapman Co.'s mutual fund distribution business is subject to extensive
regulation as to its duties, affiliations, conduct and limitations on fees under
the Securities Exchange Act of 1934, the Investment Company Act of 1940, and the
regulations of the NASD. As discussed above, The Chapman Co. is an NASD member.
The NASD has prescribed rules with respect to maximum commissions, charges and
fees related to investment in any mutual fund registered under the 1940 Act.

As a registered broker-dealer and a member firm of the NASD, The Chapman Co.
is subject to the net capital rule of the SEC. The net capital rule, which
specifies minimum net capital requirements for registered brokers and dealers,
is designed to measure the general financial integrity and liquidity of a
broker-dealer and requires that at least a minimum part of its assets be kept in
relatively liquid form. Net capital is essentially defined as net worth (assets
minus liabilities), plus qualifying subordinated borrowings and less certain
mandatory deductions that result from excluding assets not readily convertible
into cash and from valuing certain other assets, such as a firm's positions in
securities, conservatively. Among these deductions are adjustments in the market
value of securities to reflect the possibility of a market decline prior to
disposition. The Chapman Co. has elected to compute its net

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<PAGE>
capital under the standard aggregate indebtedness method permitted by the net
capital rule, which requires that the ratio of aggregate indebtedness to net
capital, both as defined, shall not exceed a 15-to-1 ratio. At September 30,
1999, The Chapman Co. had net capital and a net capital requirement of $355,088
and $250,000, respectively. The Chapman Co.'s ratio of aggregate indebtedness to
net capital was 2.15 to 1.

Failure to maintain the required net capital may subject a firm to
suspension or expulsion by the NASD, the SEC and other regulatory bodies and
ultimately may require its liquidation. In 1995 and 1998, The Chapman Co. and
Mr. Chapman entered into consent agreements with the NASD regarding alleged
violations of the net capital rules in late 1993 and early 1994 and early 1996,
respectively. The 1998 consent agreement also addressed alleged violations of
Rule 144 under the Securities Act with respect to the alleged 1996 net capital
violation. The Chapman Co. and Mr. Chapman were censured and jointly fined
$30,000, and Mr. Chapman was suspended from association with The Chapman Co. for
10 days pursuant to the 1995 consent agreement. Pursuant to the 1998 consent
agreement, The Chapman Co. was censured and fined $7,500, and Mr. Chapman was
censured, fined $7,500 and required to requalify by examination as a Financial
and Operations Principal. Mr. Chapman has not requalified as a Financial and
Operations Principal; instead, other officers of The Chapman Co. are serving as
the firm's Financial and Operations Principals. The Chapman Co. has exceeded all
net capital requirements since such alleged violations.

The net capital rule also prohibits payments of dividends, redemption of
stock and the prepayment or payment in respect of principal of subordinated
indebtedness if net capital, after giving effect to the payment, redemption or
repayment, would be less than a specified percentage (currently 120%) of the
minimum net capital requirement. Compliance with the net capital rule could
limit those operations of The Chapman Co. that require the intensive use of
capital, such as underwriting and trading activities, and also could restrict
EChapman.com's ability to withdraw capital from The Chapman Co., which in turn,
could limit our ability to invest in our operations, pay dividends, repay debt
and redeem or purchase shares of its outstanding capital stock.

INVESTMENT ADVISORY SERVICES

An investment advisor to a registered investment company, its principals,
and its employees may also be subject to proceedings initiated by the SEC to
impose remedial sanctions for violation of any

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<PAGE>
provision of the federal securities laws and the regulations adopted thereunder,
and the SEC may prohibit such investment advisor to an investment company from
continuing to act in such capacity. Stockholders of registered investment
companies or the SEC may also bring an action against the officers, directors,
and investment advisor for breach of fiduciary duty in establishing the
compensation paid to the investment advisor.

The mutual funds managed by Chapman Capital Management are registered with
the SEC under the 1940 Act and the sale of shares in these fund has been
registered under the Securities Act of 1933. Investment companies such as The
Chapman Funds, Inc. and any future registered investment companies established
and/or advised by Chapman Capital Management, are subject to considerable
substantive regulation. Such companies must comply with periodic reporting
requirements. Proxy solicitations are subject to the general proxy rules as well
as to special proxy rules applicable only to investment companies. Shares of
open-end investment companies such as the DEM Equity Fund, the DEM Index Fund
and The Chapman U.S. Treasury Money Fund, can only be offered at a uniform
public offering price based on the current net asset value per share plus the
sales load. No more than 50% of the directors of registered investment companies
such as The Chapman Funds, Inc. can be interested persons, defined to include,
among others, persons affiliated with the management company or underwriter, and
a majority of the directors must not be affiliated with the underwriter. The
advisory agreement must have initially been approved by a majority of the
outstanding shares and, after two years, must be annually approved, either by
the board or by the outstanding voting shares. The advisory agreement must be
subject to termination upon 60 days notice by the board or by the outstanding
voting shares. The underwriting agreement must be annually approved by the board
or by a vote of a majority of the outstanding voting shares, and must provide
for automatic termination in the event of an assignment. With limited
exceptions, transactions between the investment company and an affiliate can be
entered into only if approved by the SEC, after notice and opportunity for
hearing, as fair and equitable.

Chapman Capital Management derives a large portion of its revenues from its
investment company management agreements. Under the Advisers Act, the Company's
investment management agreements terminate automatically if assigned without the
client's consent. Under the Investment Company Act, advisory agreements with
registered investment companies such as the mutual funds managed by Chapman
Capital Management terminate automatically upon assignment. The term
"assignment" is broadly defined and includes direct assignments as well as
assignments that may be deemed to occur, under certain circumstances, upon the
transfer, directly or indirectly, of a controlling interest in Chapman Capital
Management.

COMPETITION

The number of Web sites competing for the attention and spending of members,
users and advertisers has increased, and we expect it to continue to increase.
On the Internet, we will compete for users, investors and advertisers with the
following types of companies:

- Online services or Web sites targeted at discrete segments of the DEM
community, such as msbet.com, netnoir.com, quepasa.com, ivillage.com,
Women.com and womencentral.com

- Web search and retrieval and other online service companies, commonly
referred to as portals, such as Excite, Inc., Infoseek Corporation,
Lycos, Inc. and Yahoo! Inc.

- Publishers and distributors of traditional media, such as television,
radio and print

- Online brokerages and investment banks, such as Ameritrade, DLJdirect,
eSchwab, E*Trade and Wit Capital

- Traditional brokerages and investment banks

Many of these competitors are larger national firms with access to greater
financial, technical, marketing, personnel and other resources. Increased
competition from these firms, as well as emerging

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<PAGE>
Internet companies, could result in price reductions, reduced margins or loss of
market share, any of which could adversely affect our business. We believe that
our experience with implementing and using the DEM and DEM Multi-Manager
strategies will provide us with a strong advantage that will enable us to
compete effectively in the market for Internet-based products and services.

We also expect to encounter intense competition in the traditional facets of
our business. The traditional securities and investment advisory businesses are
extremely competitive, and both The Chapman Co. and Chapman Capital Management
compete directly with other larger national securities firms and investment
advisors, a significant number of which have greater capital and other
resources, including, among other advantages, more personnel and greater
marketing, financial, technical and research capabilities. In addition, these
firms offer a broader range of financial services than The Chapman Co. and
Chapman Capital Management and compete not only with The Chapman Co. and Chapman
Capital Management and among themselves but also with commercial banks,
insurance companies and others for retail and institutional clients. We expect
this competition to intensify as a result of the recently-enacted Financial
Services Modernization Act of 1999. This act removes barriers to affiliation
between banks, insurance companies and securities firms.

The mutual investment funds managed by Chapman Capital Management are
similarly subject to competition from nationally and regionally distributed
funds offering equivalent financial products with returns equal to or greater
than those offered by Chapman Capital Management's affiliated investment funds.
The investment advisory industry is characterized by relatively low cost of
entry and the formation of new investment advisory entities which may compete
directly with Chapman Capital Management. Chapman Capital Management's ability
to increase and retain assets under management could be materially adversely
affected if client accounts or the Chapman Capital Management's affiliated
mutual funds under-perform specified market benchmarks. Chapman Capital
Management's ability to compete with other investment management firms also
depends, in part, on the relative attractiveness of their investment
philosophies and methods under prevailing market conditions.

GENERAL

EChapman.com, Inc. is a newly-formed Maryland corporation. We were
incorporated on May 14, 1999, and we have had no operations to date. Upon
consummation of the pending mergers of Chapman Holdings, Chapman Capital
Management Holdings and Chapman Insurance Holdings, we will have three indirect
operating subsidiaries:

- The Chapman Co., which was incorporated in Maryland in 1986

- Chapman Capital Management, Inc., which was incorporated in the District
of Columbia in 1987

- The Chapman Insurance Agency Incorporated, which was incorporated in
Maryland in 1987

Chapman Holdings was incorporated in Maryland on December 12, 1997 and has
been publicly traded company since February 1998.

Chapman Capital Management Holdings was incorporated in Maryland on
January 8, 1998 and has been publicly traded since August 1998.

Chapman Insurance Holdings was incorporated in Maryland on January 8, 1998.
The operating subsidiary of Chapman Insurance Holdings sells annuity products.
Neither Chapman Insurance Holdings nor Chapman Insurance Agency has had
significant operations to date.

PROPERTIES

Our principal executive offices are located at the World Trade
Center-Baltimore, 401 East Pratt Street, 28(th) Floor, Baltimore, Maryland 21202
where we lease approximately 10,000 square feet of office space. The lease for
these premises expires in October 2000 and we have an option to renew this lease
for another five years. In order to accomodate the additional employees we plan
to hire during our first 12 months of operations, we expect to lease additional
space.

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TRADEMARKS

We have the right to use the following registered trademarks and common law
trademarks pursuant to our non-exclusive royalty-free Service Mark Licensing
Agreement with Nathan A. Chapman, Jr.:

- Domestic Emerging Markets-Registered Trademark-

- DEM-Registered Trademark-

- C-Eagle Logo-TM- appearing on the front of this prospectus

- DEM Index-TM-

- DEM Profile-TM-

- DEM Universe-TM-

- DEM Community-TM-

- DEM Company-TM-

- DEM Multi-Manager-TM-

- Chapman-TM-

- Chapman Education-TM-

- Chapman Network-TM-

- Chapman Trading-TM-

- Chapman Marketplace-TM-

- Chapman Kids Club-TM-

- EChapman.com-TM-

We regard our trademarks and other intellectual property as critical to our
success. We rely on trademark law to protect our intellectual property rights.
Despite our precautions, it may be possible for third parties to obtain and use
our intellectual property without authorization. Furthermore, the validity,
enforceability and scope of protection of intellectual property in
Internet-related industries is uncertain and still evolving. The laws of some
foreign countries do not protect intellectual property to the same extent as do
the laws of the United States.

EMPLOYEES

At September 30, 1999, we had 65 full-time employees. As of September 30,
1999, EChapman.com had one full-time employee. As of September 30, 1999, The
Chapman Co. had 52 full-time employees, including 31 registered representatives.
As of September 30, 1999, Chapman Capital Management had 12 full-time employees
and three employees which it shares with The Chapman Co. As of September 30,
1999, The Chapman Insurance Agency had no employees. We consider our
relationship with our employees and those of The Chapman Co. and Chapman Capital
Management to be good.

LEGAL PROCEEDINGS

We are involved from time to time in various legal proceedings and claims
incident to the normal conduct of our business. We believe that such legal
proceedings and claims, individually and in the aggregate, are not likely to
have a material adverse effect on our financial condition or results of
operations.

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SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA

The unaudited pro forma balance sheet and statements of operations are based
on available information and certain assumptions and adjustments described in
the accompanying notes, which we believe are reasonable. The unaudited pro forma
statements of operations are provided for informational purposes only and do not
purport to present the results of operations of EChapman.com had the
transactions assumed therein occurred on or as of the dates indicated, nor are
they necessarily indicative of the results of operations which may be achieved
in the future. The unaudited pro forma balance sheet and statements of
operations should be read in conjunction with the historical financial
statements of Chapman Holdings and Chapman Capital Management Holdings,
including the notes thereto. Financial statements for Chapman Holdings and
Chapman Capital Management Holdings are included elsewhere in this prospectus.

The unaudited pro forma financial data gives effect to the Chapman Holdings,
Chapman Capital Management Holdings and Chapman Insurance Holdings mergers as if
they occurred at January 1, 1998 for operating results and as of September 30,
1999 for balance sheet data. The unaudited pro forma as adjusted financial data
gives effect to the mergers and the sale of 3,333,333 shares of common stock of
EChapman.com at an assumed offering price of $6 per share (the minimum price at
which common stock of EChapman.com can be sold in the initial public offering
for the mergers to close) less underwriting discounts, and commissions and
offering costs.
<TABLE>
<CAPTION>
AS OF SEPTEMBER 30, 1999
(UNAUDITED)
-------------------------------------------------------------------------------------------
ECHAPMAN CHI CCMHI CIH PRO FORMA
HISTORICAL (A) HISTORICAL (B) HISTORICAL (B) HISTORICAL ADJUSTMENTS PRO FORMA
-------------- -------------- -------------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
PRO FORMA BALANCE SHEET:
Assets
Cash, cash equivalents and
marketable securities...... $ -- $2,014,000 $3,370,000 $ -- $ (125,000)(c) $ 5,259,000
Cash deposits with clearing
organization............... -- 2,477,000 -- -- -- 2,477,000
Securities owned............. -- 1,813,000 -- -- -- 1,813,000
Management fees receivable... -- -- 510,000 -- -- 510,000
Receivables from brokers and
dealers.................... -- 576,000 -- -- -- 576,000
Other receivables............ -- 537,000 227,000 -- (418,000)(d) 346,000
Advances to
officer/employee........... -- 723,000 367,000 -- -- 1,090,000
Prepaids and other assets.... 18,000 1,010,000 436,000 -- -- 1,464,000
Intangibles.................. -- 113,000 294,000 -- 4,590,000 (e) 4,997,000
---------- ---------- ---------- --------- ----------- -----------
Total assets................. $ 18,000 $9,263,000 $5,204,000 $ -- $4,047,000 $18,532,000
========== ========== ========== ========= =========== ===========
Liabilities
Accounts payable and accrued
expenses................... $ 238,000 $ 914,000 $ 511,000 $ 308,000 $ (418,000)(d) $ 1,553,000
Margin loan payable.......... -- 2,050,000 -- -- -- 2,050,000
Other liabilities............ -- 45,000 150,000 -- -- 195,000
---------- ---------- ---------- --------- ----------- -----------
Total liabilities............ 238,000 3,009,000 661,000 308,000 (418,000) 3,798,000
Stockholders' Equity
Common stock................. -- 3,000 3,000 2,000 5,000 (f) 13,000
Additional paid-in capital... -- 7,903,000 5,239,000 -- 2,278,000 (f) 15,420,000
Accumulated deficit.......... (220,000) (1,652,000) (699,000) (310,000) 2,182,000 (g) (699,000)
---------- ---------- ---------- --------- ----------- -----------
Total stockholders' (deficit)
equity..................... (220,000) 6,254,000 4,543,000 (308,000) 4,465,000 14,734,000
---------- ---------- ---------- --------- ----------- -----------
Total liabilities and
stockholders' equity....... $ 18,000 $9,263,000 $5,204,000 $ -- $4,047,000 $18,532,000
========== ========== ========== ========= =========== ===========

<CAPTION>
AS OF SEPTEMBER 30, 1999
(UNAUDITED)
-------------------------
OFFERING PRO FORMA
ADJUSTMENTS AS ADJUSTED
----------- -----------
<S> <C> <C>
PRO FORMA BALANCE SHEET:
Assets
Cash, cash equivalents and
marketable securities...... $17,600,000(h) $22,859,000
Cash deposits with clearing
organization............... -- 2,477,000
Securities owned............. -- 1,813,000
Management fees receivable... -- 510,000
Receivables from brokers and
dealers.................... -- 576,000
Other receivables............ -- 346,000
Advances to
officer/employee........... -- 1,090,000
Prepaids and other assets.... -- 1,464,000
Intangibles.................. -- 4,997,000
----------- -----------
Total assets................. $17,600,000 $36,132,000
=========== ===========
Liabilities
Accounts payable and accrued
expenses................... $ -- $ 1,553,000
Margin loan payable.......... -- 2,050,000
Other liabilities............ -- 195,000
----------- -----------
Total liabilities............ -- 3,798,000
-----------
Stockholders' Equity
Common stock................. 3,000(h) 16,000
Additional paid-in capital... 17,597,000(h) 33,017,000
Accumulated deficit.......... -- (699,000)
----------- -----------
Total stockholders' (deficit)
equity..................... 17,600,000 32,334,000
----------- -----------
Total liabilities and
stockholders' equity....... $17,600,000 $36,132,000
=========== ===========
</TABLE>

- ----------------------------------

(a) See the unaudited Financial Statements included elsewhere in this
prospectus.

(b) See the Consolidated Financial Statements included elsewhere in this
prospectus.

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<PAGE>
(c) To reflect the $125,000 that will be paid to the shareholders of CIH.

(d) To eliminate intercompany receivable and payable.

(e) To reflect the step up of the assets from the acquisition of CHI, CIH and
EChapman.com. As CCMHI has the same majority owner as CHI, the market value
in excess of CHI's net book value for the percentage of CHI shares held by
owners of CHI other than the majority owner was stepped up. The portion of
CHI's net book value representing the shares of the same majority owner is
recorded at historical net book value.

<TABLE>
<S> <C> <C>
CHI market value as of September 30, 1999................... $16,614,000
Less CHI's book value as of September 30, 1999..............
</TABLE>

<TABLE>
<S> <C> <C>
6,254,000
-----------
Excess market value.........................................
</TABLE>

<TABLE>
<S> <C> <C>
10,360,000
Percentage of stock held by non-controlling owners..........
</TABLE>

<TABLE>
<S> <C> <C>
38%
-----------
Step up adjustment for CHI..................................
</TABLE>

<TABLE>
<S> <C> <C>
3,937,000
Goodwill from EChapman.com merger...........................
</TABLE>

<TABLE>
<S> <C> <C>
220,000
Goodwill from CIH acquisition:
Negative book value....................................... $308,000
Purchase price............................................ 125,000
--------
433,000
-----------
Total goodwill..............................................
</TABLE>

(f) To reflect the exchange of CHI and CCMHI common shares for EChapman.com
common shares, the step up adjustment related to the purchase of CHI, CIH
and EChapman.com, the elimination of the accumulated deficit of EChapman,
CHI and CIH, and the elimination of CIH shares.

(g) To eliminate the accumulated deficit of EChapman, CHI and CIH.

(h) To reflect net proceeds from issuance of 3,333,333 shares of common stock at
an assumed offering price of $6 per share (the minimum price at which common
stock of EChapman.com can be sold in the initial public offering for the
mergers to close) less underwriting discounts and commissions and offering
costs.

<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
(UNAUDITED)
-------------------------------------------------------------------------------------------
ECHAPMAN CHI CCMHI CIH PRO FORMA
HISTORICAL (A) HISTORICAL (B) HISTORICAL (B) HISTORICAL ADJUSTMENTS PRO FORMA
-------------- -------------- -------------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
PRO FORMA STATEMENT OF
OPERATIONS:
REVENUE
Commissions................ $ -- $3,243,000 $ -- $ 35,000 -- $ 3,278,000
Underwriting and management
fees..................... -- 554,000 -- -- -- 554,000
Investment management
fees..................... -- -- 3,046,000 -- -- 3,046,000
Interest, dividends and
other income............. -- 163,000 152,000 -- $(34,000)(c) 281,000
Gains on trading........... -- 246,000 -- -- -- 246,000
---------- ---------- ---------- --------- -------- -----------
Total revenue.......... -- 4,206,000 3,198,000 35,000 (34,000) 7,405,000
---------- ---------- ---------- --------- -------- -----------

EXPENSE
Compensation and
benefits................. 89,000 2,324,000 836,000 12,000 -- 3,261,000
Floor brokerage and
clearing fees............ -- 528,000 -- -- -- 528,000
Management fees............ -- -- 1,109,000 -- -- 1,109,000
Other expenses............. 131,000 2,495,000 1,915,000 305,000 (157,000)(d) 4,689,000
---------- ---------- ---------- --------- -------- -----------
Total expense.......... 220,000 5,347,000 3,860,000 317,000 (157,000) 9,587,000
---------- ---------- ---------- --------- -------- -----------
(Loss) Income from
continuing operations
before income tax
benefit.................. (220,000) (1,141,000) (662,000) (282,000) 123,000 (2,182,000)
INCOME TAX BENEFIT......... -- 331,000 164,000 -- 66,000(e) 561,000
---------- ---------- ---------- --------- -------- -----------
Net loss................... $ (220,000) $ (810,000) $ (498,000) $(282,000) $196,000 $(1,621,000)
========== ========== ========== ========= ======== ===========
</TABLE>

- ------------------------------

(a) See the unaudited Financial Statements included elsewhere in this
prospectus.

(b) See the Consolidated Financial Statements included elsewhere in this
prospectus.

78
<PAGE>
(d) To reflect amortization of the goodwill, resulting from the mergers because
of the step up in basis (see footnote (e) on page 78) of $172,000 for the
period ($4,590,000 over 20 years), and to eliminate costs incurred by CIH of
$295,000 related to a potential financing that did not occur, as these costs
would not have been incurred by the Company and to eliminate the
intercompany interest expense of $34,000.

(e) To reflect the increase in the income tax benefit to adjust to the effective
tax rate.

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1998
-------------------------------------------------------------------------------------------
ECHAPMAN CHI CCMHI CIH PRO FORMA
HISTORICAL (A) HISTORICAL (B) HISTORICAL (B) HISTORICAL ADJUSTMENTS PRO FORMA
-------------- -------------- -------------- ---------- ----------- -------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
PRO FORMA STATEMENT OF
OPERATIONS:
REVENUE
Commissions................ $ -- $ 2,538,000 $ -- $ 21,000 $(124,000)(c) $ 2,435,000
Underwriting and management
fees..................... -- 700,000 -- -- -- 700,000
Investment management
fees..................... -- -- 3,136,000 -- -- 3,136,000
Interest, dividends and
other income............. -- 335,000 82,000 -- (26,000)(d) 391,000
Loss on trading............ -- (638,000) -- -- -- (638,000)
---------- ----------- ---------- --------- --------- -----------
Total revenue............ -- 2,935,000 3,218,000 21,000 (150,000) 6,024,000
---------- ----------- ---------- --------- --------- -----------
EXPENSE
Compensation and
benefits................. -- 2,185,000 857,000 8,000 -- 3,050,000
Floor brokerage and
clearing fees............ -- 431,000 -- -- -- 431,000
Management fees............ -- -- 1,178,000 -- -- 1,178,000
Interest expense........... -- -- 26,000 -- (26,000)(d) --
Other expenses............. -- 1,935,000 1,308,000 12,000 230,000 (e) 3,485,000
---------- ----------- ---------- --------- --------- -----------
Total expense.......... -- 4,551,000 3,369,000 20,000 204,000 8,144,000
---------- ----------- ---------- --------- --------- -----------
(Loss) Income from
continuing operations
before income tax
benefit.................. -- (1,616,000) (151,000) 1,000 (354,000) (2,120,000)

INCOME TAX BENEFIT......... -- 485,000 45,000 -- -- 530,000
---------- ----------- ---------- --------- --------- -----------
Net (loss) income........ $ -- $(1,131,000) $ (106,000) $ 1,000 $(354,000) $(1,590,000)
========== =========== ========== ========= ========= ===========
</TABLE>

- ------------------------------

(a) This entity had not been created as of December 31, 1998.

(b) See the Consolidated Financial Statements included elsewhere in this
prospectus.

(d) To eliminate interest on intercompany loan.

(e) To reflect the amortization of the goodwill resulting from the mergers
because of the step up in basis (see footnote (e) on page 78) ($4,590,000
over 20 years).

79
<PAGE>
ECHAPMAN.COM MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

THE FOLLOWING DISCUSSION OF THE COMBINED FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF ECHAPMAN.COM SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED
FINANCIAL STATEMENTS AND RELATED NOTES AS WELL AS OTHER FINANCIAL INFORMATION
INCLUDED ELSEWHERE IN THIS PROSPECTUS. THIS DISCUSSION CONTAINS FORWARD-LOOKING
STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. ECHAPMAN.COM'S ACTUAL RESULTS
MAY DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS
AS A RESULT OF CERTAIN FACTORS, INCLUDING, BUT NOT LIMITED TO, THOSE FACTORS SET
FORTH UNDER "RISK FACTORS" AND APPEARING ELSEWHERE IN THIS PROSPECTUS.

COMBINED RESULTS OF OPERATIONS

The following table and discussion of the combined results of operations
gives effect to the combination of Chapman Holdings and Chapman Capital
Management Holdings for the periods presented. This information does not include
the results of operations of Chapman Insurance Holdings because it has not had
significant operations to date. This information also does not include the
results of operations for EChapman.com because (i) EChapman.com was not
incorporated until May 14, 1999 and had no operations during 1998; and (ii) its
operations since May 1999 have consisted of approximately $220,000 in expenses,
which were for salaries and other costs related to starting the company and
developing its operating plan and Web site. The combined results of operations
and the discussion thereof were derived from Chapman Holdings' and Chapman
Capital Management Holdings' historical financial statements, which are included
elsewhere in this prospectus. We are presenting the combined historical results
of operations of Chapman Holdings and Chapman Capital Management Holdings
because we believe it is a better presentation than discussing each company
separately. We are providing this combined presentation for informational
purposes only. The combined presentation does not purport to present the results
of operations of EChapman.com had the mergers occurred on or as of the dates
indicated.

The combined presentation excludes the pro forma adjustments relating to the
creation of approximately $4.6 million in goodwill, which will be amortized over
its estimated life of 20 years, and the elimination of intercompany
transactions. This amortization will result in a charge against earnings of
$230,000 per year on a pre-tax basis.

80
<PAGE>
The following table reflects items in the combined Statements of Operations
for Chapman Holdings and Chapman Capital Management Holdings as dollar amounts
and as a percentage of total revenue.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------------------------- --------------------------------------------------
1997 1998 1998 1999
----------------------- ------------------------ ----------------------- ------------------------
PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE
OF TOTAL OF TOTAL OF TOTAL OF TOTAL
AMOUNTS REVENUE AMOUNTS REVENUE AMOUNTS REVENUE AMOUNTS REVENUE
---------- ---------- ----------- ---------- ---------- ---------- ----------- ----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUE:
Commissions.............. $2,612,000 49.5% $ 2,414,000 40.0% $1,909,000 40.3% $ 3,243,000 43.8%
Underwriting and
management fees........ 325,000 6.1 700,000 11.6 376,000 7.9 554,000 7.5
Investment management
fees................... 2,284,000 43.3 3,136,000 52.0 2,344,000 49.5 3,046,000 41.1
Interest and dividends... 58,000 1.1 417,000 7.0 286,000 6.0 315,000 4.3
Gain (loss) on trading... -- -- (638,000) (10.6) (174,000) (3.7) 246,000 3.3
---------- ----- ----------- ----- ---------- ----- ----------- -----
Total revenue.......... 5,279,000 100.0 6,029,000 100.0 $4,741,000 100.0 $ 7,404,000 100.0
---------- ----- ----------- ----- ---------- ----- ----------- -----

EXPENSE:
Compensation and
benefits............... 1,716,000 32.5 3,042,000 50.5 1,816,000 38.3 3,160,000 42.7
Floor brokerage and
clearing fees.......... 286,000 5.4 431,000 7.1 302,000 6.4 528,000 7.1
Management fees.......... 869,000 16.5 1,178,000 19.6 912,000 19.2 1,109,000 15.0
Other expense............ 1,815,000 34.4 3,243,000 53.8 2,000,000 42.2 4,404,000 59.5
---------- ----- ----------- ----- ---------- ----- ----------- -----
Total expense.......... 4,686,000 88.8 7,894,000 131.0 5,030,000 106.1 9,201,000 124.3
---------- ----- ----------- ----- ---------- ----- ----------- -----
Income (loss) from
continuing operations
before income tax
(provision) benefit.... 593,000 11.2 (1,865,000) (31.0) $ (289,000) (6.1) $(1,797,000) (24,3)

INCOME TAX (PROVISION)
BENEFIT.................. (249,000) (4.7) 559,000 9.3 61,000 1.3 493,000 6.7
---------- ----- ----------- ----- ---------- ----- ----------- -----
Income (loss) from
continuing
operations............. 344,000 6.5 (1,306,000) (21.7) $ (228,000) (4.8) $(1,304,000) (17.6)

INCOME FROM DISCONTINUED
OPERATIONS............... 51,000 1.0 -- -- -- -- -- --
---------- ----- ----------- ----- ---------- ----- ----------- -----
Net income (loss)........ $ 395,000 7.5% $(1,306,000) (21.7)% $ (228,000) (4.8)% $(1,304,000) (17.6)%
========== ===== =========== ===== ========== ===== =========== =====
</TABLE>

- ------------------------

NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 1998

Total revenue increased by $2,663,000, or 56.2%, to $7,404,000 for the nine
months ended September 30, 1999 from $4,741,000 for the comparable prior period.
This increase reflects an increase in commission revenue and municipal
designations combined with gains on trading. Additionally, there were increased
assets under management and investment income on the investment of funds.

Commissions revenue increased by $1,334,000, or 69.9%, to $3,243,000 for the
nine months ended September 30, 1999 from $1,909,000 in the comparable prior
period. This increase is primarily due to targeted growth in revenues from
municipal designations which increased $613,000, or 190%, to $936,000 for the
nine months ended September 30, 1999 from $323,000 for the prior comparable
period. We participated in 36 municipal designations during the nine months
ended September 30, 1999 compared to 28 in the prior comparable period.
Commission revenue from the sale of equities increased $318,000, or 21.4% to
$1,807,000 for the nine months ended September 30, 1999 from $1,489,000 for the
prior comparable period.

81
<PAGE>
Commission revenue on fixed income securities increased $375,000, or 390.6%,
to $471,000 for the nine months ended September 30, 1999 from $96,000 for the
prior comparable period. This increase is attributable to favorable interest
rates during the first nine months of 1999.

Underwriting and management fees revenue increased by $178,000, or 47.3%, to
$554,000 for the nine months ended September 30, 1999 from $376,000 for the
prior comparable period. This increase was due both to an increase in
underwriting syndications of $58,000, or 33.3%, to $232,000 from $174,000 and an
increase in management and advisory fees of $126,000, or 62.7%, to $327,000 from
$201,000 for the nine months ended September 30, 1999.

Investment management fees revenue increased by $702,000, or 29.9%, to
$3,046,000 for the nine months ended September 30, 1999 from $2,344,000 for the
prior comparable period. This increase was primarily due to increases in assets
under management. Advisory fees are net of amounts waived pursuant to The
Chapman US Treasury Money Fund fee waiver. Pursuant to such waiver, we agreed to
limit our advisory and administrative fee to ensure that the annual expense
ratio of The Chapman US Treasury Money Fund is below 0.65% of average daily net
assets; provided however, that we are not required to reimburse amounts in
excess of our advisory and administrative fee.

Interest and dividend revenue increased by $29,000, or 10.1%, to $315,000
for the nine months ended September 30, 1999 from $286,000 for the prior
comparable period. This increase in interest and dividend revenue is due to
investing higher cash balances associated with net proceeds from the public
offering of common stock and interest earnings on a loan.

An unrealized gain on trading of $246,000 was reported for the nine months
ended September 30, 1999. The unrealized gain on trading attributable to an
increase in the market value of our market-making securities inventory.

Total expenses increased by $4,171,000, or 82.9%, to $9,201,000 for the nine
months ended September 30, 1999 from $5,030,000 for the prior comparable period.
The largest components of the increase in total expenses are associated with the
opening of new regional offices in selected markets, business development costs
associated with our marketing strategy and increased staffing pursuant to our
business expansion strategy.

Compensation and benefits increased $1,344,000, or 74.0%, to $3,160,000 for
the nine months ended September 30, 1999 from $1,816,000 for the prior
comparable period. As a percentage of revenues, these expenses increased to
42.7% for the the nine months ended September 30, 1999 from 38.3% for the prior
comparable period. The increase is due to 34 additional employees hired and
annual compensation increases to certain existing employees. Additionally,
compensation expense includes sales commissions paid to brokers and varies in
relation to changes in commission revenue. Therefore, the increase is also
attributable to the increase in commissions paid to brokers due to increased
retail and municipal sales volume.

Floor brokerage and clearing fees increased by $226,000, or 74.8%, to
$528,000 for the nine months ended September 30, 1999 from $302,000 for the
prior comparable period. The increase is primarily due to an increase in the
number of brokers and related transaction volume offset by a slight decline in
the average dollar amount per transaction as a result of changing clearing firms
in June 1999.

Management fees, which consist primarily of our investment advisory
subsidiary's payments to sub-advisors in connection with its multi-manager
investment product, the DEM-MET Trust, increased by $197,000, or 21.6%, to
$1,109,000 for the nine months ended September 30, 1999 from $912,000 for the
prior comparable period. This increase in management fees expense largely
reflects an increase in assets under management of the DEM-MET Trust, offset by
a reduction in fees due to two fewer sub-advisors working for the DEM-MET Trust.

Other operating expenses increased by $2,404,000, or 120.2%, to $4,404,000
for the nine months ended September 30, 1999 from $2,000,000 for the prior
comparable period. The increase was primarily

82
<PAGE>
due to increased communication, travel, equipment and occupancy costs related to
the opening of new offices, and the implementation of our business expansion
strategy and the increased cost of being a public company. This expansion
strategy and being a public company have required us to increase our use of
professional services, such as legal services, independent audit and review
services, and marketing and consulting services.

The income tax benefit increased $432,000 to a tax benefit of $493,000 for
the nine month period ended September 30, 1999 from $61,000 for the prior
comparable period. The income tax benefit is due to an increase in loss before
benefit for income taxes for the nine month period ended September 30, 1999 as a
result of the items discussed above.

The net loss increased by $1,076,000 to $1,304,000 for the nine months ended
September 30, 1999 from a net loss of $228,000 for the prior comparable period.
This increase is a result of items discussed above.

YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997

Total revenue increased by $750,000, or 14.2%, to $6,029,000 for 1998 from
$5,279,000 for 1997. The increase in revenue reflects an increase in
underwriting fees, investment management fees and interest income. This increase
was offset by a loss of $638,000 related to our inventory of trading stock and a
decrease in commissions revenue.

Commissions revenue decreased $198,000, or 7.6% to $2,414,000 for 1998 from
$2,612,000 for 1997. The decrease was primarily due to an 88% decrease in
commissions for government securities primarily related to the volume of such
transactions. Increases in equities, institutional and fixed income commissions
of 73.2%, 19.5% and 53%, respectively, partially offset this decrease.

Underwriting and management fees, increased by $375,000, or 115.4%, to
$700,000 for 1998 from $325,000 for 1997. The increase was primarily due to an
increase in management fees from municipal transactions and underwriting fees of
$334,000, or 120.1%, to $612,000 for 1998 from $278,000 for 1997.

Investment management fees revenue increased by $852,000, or 37.3%, to
$3,136,000 in 1998 from $2,284,000 in 1997, reflecting increased fees as a
result of an increase in total assets under management. This was due largely to
investment performance, the addition of the DEM Equity Fund, new separate
accounts under the DEM strategy, and additional assets from a DEM-MET Trust
client.

Interest and dividend revenue increased by $359,000 to $417,000 for 1998
from $58,000 for 1997. The increase is mainly due to higher cash balances
associated with the net proceeds from Chapman Holdings' public offering of
common stock.

The loss on trading accounts was $638,000 for 1998. Our loss on trading
accounts is attributable to an unrealized loss of value on The Chapman Co.'s
market-making securities inventory of approximately $405,000 and a realized loss
of $74,000. A realized loss of $159,000 was recognized on sales related to
trading stock of DEM, Inc., a closed end investment company for which Chapman
Capital Management acted as investment advisor and The Chapman Co. acted as
distributor until DEM, Inc.'s dissolution in 1998.

Total expense for 1998 increased by $3,208,000, or 68.5%, to $7,894,000 for
1998 from $4,686,000 for 1997. Total expense increased to 131.0% of total
revenue for 1998 as compared to 88.8% of total revenue for 1997. Expenses
increased in all areas due to increased staffing, the opening of new offices and
our efforts to expand our operations.

Compensation and benefits increased by $1,326,000 or 77.3%, to $3,042,000
for 1998 from $1,716,000 for 1997. As a percentage of total revenue, these
expenses increased to 50.5% in 1998 from 32.5% in 1997. This increase is largely
due to the addition of new employees in connection with our ongoing business
expansion efforts, along with annual pay raises and bonuses to certain existing
employees. Compensation expense includes sales commissions paid to brokers and
varies in relation to

83
<PAGE>
changes in commission revenue. Notwithstanding that commission revenue decreased
in 1998, commissions paid to brokers increased primarily due to an increased
municipal sales volume.

Floor brokerage and clearing fees increased by $145,000, or 50.7%, to
$431,000 for 1998 from $286,000 for 1997. This increase is attributable to an
increase in the number of transactions and a decrease in the average dollar
amount of such transactions.

Management fee expense, which consists primarily of Chapman Capital
Management's payments to sub-advisors in connection with its multi-manager
investment product, the DEM-MET Trust, increased by $309,000, or 35.6%, to
$1,178,000 in 1998 from $869,000 in 1997. The increase in such fees reflects an
increase in assets under management in the DEM-MET Trust, including
approximately $40 million of new assets added by an existing trust client.

Other operating expenses increased by $1,428,000, or 78.7%, to $3,243,000
for 1998, from $1,815,000 for 1997. The increase was primarily attributable to
increased communication, travel, equipment and occupancy costs associated with
opening new offices and our ongoing business expansion efforts. Our growth and
expansion has led to increased use of legal services, professional recruiters
and marketing consultants, as well as increased advertising, supplies, postage
and filing fees.

Income taxes from continuing operations decreased by $808,000 to a tax
benefit of $559,000 in 1998 from a tax provision of $249,000 for 1997. This
decrease was due to the loss from continuing operations.

We had no income from discontinued operations in 1998 versus $51,000 for
1997.

We had a net loss of $1,306,000 for 1998 versus net income of $395,000 for
1997. This change was a result of items discussed above.

COMBINED LIQUIDITY AND CAPITAL RESOURCES

Our assets are reasonably liquid with a substantial majority consisting of
cash and cash equivalents, investment securities, and receivables from clients,
all of which fluctuate depending upon the levels of customer business and
trading activity. Receivables from clients turnover rapidly. Both our total
assets as well as the individual components as a percentage of total assets may
vary significantly from period to period because of changes relating to customer
demand, economic and market conditions, and proprietary trading strategies. Our
combined total assets as of September 30, 1999 were $14,467,000.

Our subsidiary The Chapman Co. is subject to the net capital rules of the
NASD. As such, The Chapman Co. is subject to certain restrictions on the use of
capital and its related liquidity. The net capital position of The Chapman Co.
as of September 30, 1999 was $355,000, which was $105,000 in excess of its
minimum NASD net capital requirement.

Our combined cash and cash equivalents were $4,878,000 as of September 30,
1999.

Cash flows used in operating activities decreased by $244,000 or 11.5% to
$1,885,000 for the nine months ended September 30, 1999 from $2,129,000 for the
nine months ended September 30, 1998. This decrease was due to a change in
operating assets and liabilities.

Cash flows used in investing activities increased by $4,000 or .7% to
$569,000 for the nine months ended September 30, 1999 from $565,000 for the nine
months ended September 30, 1998.

Cash flows from financing activities were $0 for the nine months ended
September 30, 1999 compared to $12,029,000 for the nine months ended
September 30, 1998. This amount relates to the net proceeds from the Chapman
Holdings' and Chapman Capital Management Holdings' initial public offerings in
February and August 1998, respectively.

On August 14, 1998, Chapman Capital Management Holdings consummated an
initial public offering of its common stock pursuant to which Chapman Capital
Management Holdings received net proceeds of approximately $5,240,000. Offering
proceeds were invested in The Chapman U.S. Treasury Money Fund, which invests in
short-term U.S. government securities and repurchase agreements

84
<PAGE>
collateralized by such securities. On July 29, 1999, Chapman Capital Management
Holdings lent $3.2 million to Chapman Holdings, which was repaid on
September 14, 1999.

On July 29, 1999, The Chapman Co. advanced Nathan A. Chapman, Jr. $242,000
pursuant to an unsecured demand note bearing interest at the rate of 5.45% per
annum. As of September 30, 1999, the Company had outstanding unsecured loans to
Mr. Chapman in the amount of $1,006,089, including accrued interest.

Our overall capital and funding needs are continually reviewed to ensure
that our capital base can support the estimated needs of our business. These
reviews take into account business needs as well as our regulatory capital
requirements.

YEAR 2000 SYSTEM COSTS

As the Year 2000 approaches, existing software programs and operating
systems must be reviewed to determine if they can accommodate information that
employs dates after December 31, 1999. As of September 30, 1999, we have
incurred direct Year 2000 readiness costs of approximately $152,000 to cover
assessment of systems, internal testing, point-to-point testing, training, and
replacement and modification of existing systems. Our Year 2000 readiness costs
consist of direct expenses incurred with respect to software, consulting, and
employee time and readiness expenses for upgraded computers, software and
communication systems.

We estimate our Year 2000 costs during 1999 at approximately $227,000. We
estimate that over the next three years, our total Year 2000 readiness costs
will be approximately $339,000.

Our management has prepared a written plan detailing our software and
operating systems readiness issues for the Year 2000. The plan identifies
mission-critical and non-mission critical operating systems. Working with our
hardware and software vendors and other third parties to prepare for the Year
2000, we substantially completed necessary hardware and software renovations
during the second quarter of 1999. We tested our systems during the third
quarter of 1999 to determine the effect of our readiness efforts, and we are
currently working with our hardware and software vendors and other third parties
to complete our Year 2000 contingency plan.

Our Year 2000 readiness plan involves four phases:

PHASE I--ASSESSMENT. This phase involved the identification of all systems
that are date dependent. This phase was substantially completed during the first
quarter of 1998.

PHASE II--RENOVATION. This phase involved the identification and
replacement of mission critical systems which we were unable to update or
certify as compliant. This phase commenced in the first quarter of 1998 and was
substantially completed in the second quarter of 1999. Remaining activities
relate to monitoring and following up with third parties as part of our
contingency planning activities in Phase IV.

PHASE III--TESTING. This phase involves testing all systems that are date
dependent and upgrading all non-compliant systems. We completed this phase
during the third quarter of 1999.

PHASE IV--CONTINGENCY PLANNING. This phase involves an assessment of all
mission critical systems for potential problems that would result from Year 2000
related failures of software and hardware and also the development of plans and
strategies to continue operations should such failure occur. We have prepared
the initial plan and will continue to refine and expand it as required through
the first quarter of 2000.

Within our Year 2000 readiness plan, we have identified systems as "mission
critical" and "non-mission critical". We have identified systems as "mission
critical" if the loss of the system, software or facility would cause an
immediate stoppage of activity or a significant impairment of a core business
area. We determined systems to be non-Y2K ready based on information from
manufacturers. We identified systems as "non-critical" if loss of the system,
although inconvenient, would not cause an

85
<PAGE>
immediate stoppage of activity or significant impairment of the status of a core
business area. The following table summarizes our estimate of the status of
mission-critical elements of our Year 2000 readiness plan:

<TABLE>
<CAPTION>
NUMBER OF
MISSION-
NUMBER OF MISSION- NUMBER OF MISSION- CRITICAL SYSTEMS FOR
NUMBER OF MISSION- CRITICAL SYSTEMS CRITICAL WHICH PHASE
CRITICAL SYSTEMS COMPLETED SYSTEMS IN PROCESS NOT APPLICABLE
------------------ ------------------ ------------------ --------------------
<S> <C> <C> <C> <C>
ASSESSMENT................ 32 32 -- --
RENOVATION................ 32 23 -- 9
TESTING................... 32 23 -- 9
CONTINGENCY PLANNING...... 32 -- 32 --
</TABLE>

We have relationships with third parties that may have computer systems that
are not Year 2000 ready. We have identified the third parties upon which we rely
for mission critical systems and have contacted or are contacting such third
parties to confirm that their systems are Year 2000 ready. Responses from the
majority of these vendors during the first and second quarters indicated that
they expected to reach compliance by the third quarter of 1999. We continue to
monitor the progress of our vendors and suppliers. Our contingency plan calls
for the replacement, whenever feasible, of any vendors of mission critical
systems that have not verified readiness by September 30, 1999. As of
November 11, 1999, only four such vendors had not verified readiness. We have
identified alternative vendors in the event these vendors are not Year 2000
ready.

While we believe that we are taking prudent and necessary action to become
Year 2000 ready, we can give no assurance that the Year 2000 issue will not
result in information or communications systems interruptions. Any such
interruptions could be expected to have a material adverse effect on our
business, financial condition, results of operations and business prospects and
may subject us to liability to our clients. We are currently building upon our
existing contingency plan in the event that either we or third parties do not
successfully complete our readiness efforts, or if vendors or third parties
controlling mission critical systems to us are unable to confirm that their
systems will be Year 2000 ready. These efforts may result in additional costs in
excess of current allocation and estimates.

86
<PAGE>
ECHAPMAN.COM PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of shares of our common stock as of September 30, 1999 as adjusted to
reflect the sale of 3,333,333 shares of common stock in the initial public
offering of EChapman.com and the mergers by (i) each person known by us who will
beneficially own 5% or more of the outstanding shares of common stock following
the initial public offering and the mergers, (ii) each of our directors,
director nominees director nominees and director nominees, (iii) our Chief
Executive Officer, and (iv) all of our directors, director nominees and
executive officers as a group. Except as otherwise indicated, we believe that
the beneficial owners of the common stock listed below, based on information
furnished by such owners, will have sole voting and investment power with
respect to such shares, subject to community property laws where applicable.

The number of shares of common stock outstanding used in calculating the
percentage for each listed person includes options exercisable within 60 days of
September 30, 1999 but excludes shares of common stock underlying options or
warrants held by any other person. Percentage of beneficial ownership is based
on 13,194,845 shares of common stock outstanding as of September 30, 1999, and
16,528,178 shares outstanding upon consummation of the initial public offering
assuming completion of the pending mergers of Chapman Holdings, and Chapman
Capital Management Holdings.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED OWNED
AFTER MERGERS AND PRIOR AFTER THE MERGERS AND
TO OFFERING OFFERING
NAME AND ADDRESS OF ---------------------------------- ----------------------------------
BENEFICIAL HOLDER(1) NUMBER PERCENTAGE NUMBER PERCENTAGE
- --------------------------------------------------- --------- ---------------------- --------- ----------------------
<S> <C> <C> <C> <C>
Nathan A. Chapman, Jr.(2).......................... 9,556,001 72.4% 9,556,001 57.8%
Earl U. Bravo, Sr.(3).............................. 29,810 * 29,810 *
Raymond Haysbert................................... 1,933 * 1,933 *
Charles Owens...................................... 0 -- 0 *
Kweisi Mfune....................................... 0 -- 0 *
Mark Jefferson..................................... 0 -- 0 *
Adolph Washington.................................. 0 -- 0 *
All Directors and Executive Officers as a Group
(7 persons)...................................... 9,587,744 72.5% 9,587,744 57.9%
</TABLE>

- ------------------------

* Represents less than one percent of the outstanding shares of common stock.

(1) Each stockholder's address is 401 East Pratt Street, 28(th) Floor,
Baltimore, Maryland unless otherwise noted.

(2) Includes shares issuable upon exercise of currently exercisable options to
purchase 11,168 shares of common stock, 605,958 shares held by The Chapman
Co. in its market-making inventory and 301,055 shares held in advisory
accounts over which Chapman Capital Management, Inc. exercises voting and/or
dispository discretion. Shares held by The Chapman Co. or Chapman Capital
Management, Inc. have no voting rights so long as they are held by a
subsidiary of eChapman.com. Mr. Chapman disclaims beneficial ownership of
shares held by The Chapman Co. and Chapman Capital Management, Inc.

(3) Includes shares issuable upon exercise of currently exercisable options to
purchase 20,833 shares of common stock.

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MANAGEMENT OF ECHAPMAN.COM

Our Directors and executive officers are as follows:

<TABLE>
<CAPTION>
NAME AGE PRINCIPAL POSITIONS
- ---- -------------------- ------------------------------------------
<S> <C> <C>
Nathan A. Chapman, Jr. ................... 42 President, Chairman of the Board and
Director
Earl U. Bravo, Sr. ....................... 52 Director, Senior Vice President, Secretary
and Assistant Treasurer
Demetris Brown............................ 43 Treasurer, Assistant Secretary and Chief
Financial Officer
Sabrina Warren Bush....................... 41 Senior Vice President, Equity Sales
Tracey C. Rancifer........................ 29 Senior Vice President, Corporate
Development
Michael Easterling........................ 51 Vice President, Media
Charles Owens............................. 56 Vice President, Special Events
Raymond Haysbert.......................... 79 Director nominee
Kweisi Mfume.............................. 51 Director nominee
Mark Jefferson............................ 31 Director nominee
Adolph Washington......................... 59 Director nominee
</TABLE>

NATHAN A. CHAPMAN, JR. has been President of EChapman.com since our
inception. Mr. Chapman founded Chapman Holdings, Inc. in 1997 and its
subsidiary, The Chapman Co., in 1986. Mr. Chapman also founded Chapman Capital
Management Holdings, Inc. in 1998, and its subsidiary Chapman Capital
Management, Inc. in 1988. Mr. Chapman founded Chapman Insurance Holdings, Inc.
in 1997 and its subsidiary, Chapman Insurance Agency, Incorporated, in 1987.
Mr. Chapman has served as President, Chairman of the Board and a Director of all
of these entities since their inception. Mr. Chapman is also the President,
Chairman of the Board and a Director of The Chapman Funds, Inc. Prior to
founding The Chapman Co., Mr. Chapman was a broker for Alex. Brown and Sons from
1982 to 1987. Mr. Chapman is a Certified Public Accountant, a General Securities
Principal, Registered Options Principal, and Registered Municipal Principal. In
July 1999, the University of Maryland Office of the Board of Regents elected
Mr. Chapman chairman of the Board of Regents.

EARL U. BRAVO, SR. has been a Director, Sr. Vice President, Secretary and
Assistant Treasurer of EChapman.com since our inception. Mr. Bravo has been
Chief Operating Officer of The Chapman Co. since 1992 and Secretary and
Assistant Treasurer since 1997. Mr. Bravo has been Senior Vice President,
Secretary, Assistant Treasurer and a Director of Chapman Holdings, Inc. since
1997 and of Chapman Capital Management Holdings, Inc. since 1998. Mr. Bravo is a
General Securities Principal, and Financial and Operations Principal Registered
Representative. Mr. Bravo holds an MBA from the University of Maryland, College
Park.

DEMETRIS BROWN has been Treasurer, Assistant Secretary and Chief Financial
Officer since our inception. Mr. Brown has been Chief Financial Officer of The
Chapman Co. since 1998. From 1993 to 1998 Mr. Brown was the Vice President of
Finance for the Injured Workers' Insurance Fund, a casualty insurance
underwriter. Mr. Brown served as the Director of Finance for Computer Sciences
Corporation from 1989 to 1993. Mr. Brown is a Certified Public Accountant,
Certified Management Accountant, Financial and Operations Principal, and
Registered Representative.

MICHAEL EASTERLING is our Vice President of Media and has served in the same
capacity for The Chapman Co. since July 1999. From 1988 to 1998, Mr. Easterling
worked for WJZ-TV, a local Baltimore affiliate for 17 years, holding various
positions, including Manager of Programming and Public Affairs. In 1997,
Mr. Easterling founded Straight Talk Communications. From 1988 to 1994,
Mr. Easterling was the Program Manager for WJZ-TV. Mr. Easterling earned his
B.A. in Marketing from Howard University.

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SABRINA WARREN BUSH is our Senior Vice President of Equity Sales and has
served in the same capacity for The Chapman Co. since 1992. From 1982 to 1992,
Ms. Bush was employed with Maryland National Bank in various capacities
including Vice President of Employee Relations for all the subsidiaries of MNC
Financial Inc., and Vice President of Strategic Planning for the Retail Banking
Division. Ms. Bush attended the University of Florida and received her M.S. in
business with a concentration in finance from The Johns Hopkins University in
1998.

TRACEY C. RANCIFER is our Senior Vice President of Corporate Development and
has served in the same capacity for Chapman Capital Management Senior Vice
President of Corporate Development since 1998. Prior to joining Chapman Capital
Management, Ms. Rancifer was Executive Assistant to the Mayor of Memphis,
Tennessee and the Director of Government Affairs from 1997 to 1999. From 1996 to
1997, Ms. Rancifer was the Administrative Operations Director for the City of
Little Rock, Arkansas. Ms Rancifer was a Graduate Research Assistant at the
Arkansas Institute of Government from 1995 to 1996, and from 1993 to 1995,
Ms. Rancifer was the Special Assistant to the United States Secretary of
Commerce. In 1993, Ms. Rancifer served as the Eastern Manager of Corporate and
Government Relations for E.W. Moon, Inc. Ms. Rancifer received her B.A. in
Political Science from Rhodes College and her Masters of Public Affairs and
Administration from the University of Little Rock.

CHARLES OWENS is our Vice President of Special Events and has served as the
Vice President of Special Events for The Chapman Company since 1998. Prior to
his association with The Chapman Company, Mr. Owens was the Executive Director
of the Maryland District of Columbia Minority Supplier Development Council from
1990 to 1998. Mr. Owens is a graduate of Dartmouth College's Amos Tuck School of
Business.

RAYMOND HAYSBERT has been nominated to serve as a member of the Board of
Directors of EChapman.com upon the closing of the initial public offering of
EChapman.com common stock. Mr. Haysbert has served as President of Forum
Caterers since 1991 and is the retired President and Chairman of the Parks
Sausage Company, the first African-American controlled pubicly traded company, a
position he held from 1969 to 1990. Mr. Haysbert is currently a Director
Emeritus of Bell Atlantic Nynex. Mr. Haysbert taught in the School of Business
at Morgan State University for 17 years and presently serves as the Chairman of
the Entrepreneurial Institute at the EDGE Center of Sojourner Douglass College.

KWEISI MFUME has been nominated to serve as a member of the Board of
Directors of EChapman.com upon the closing of the initial public offering of
EChapman.com common stock. Mr. Mfume has served as the President and Chief
Executive Officer of the NAACP since February 15, 1996. From 1986 to 1996,
Mr. Mfume represented Maryland's 7(th) Congressional District in the United
States Congress, where he also served on several committees during his terms of
office, including the Banking and Financial Services Committee, the General
Oversight and Investigations Subcommittee, the Committee on Education and the
Small Business Committee and the full Ethics Committee and Joint Economic
Committee of the House of Representatives and Senate. Mr. Mfume also served two
years as the Chairman of the Congressional Black Caucus and later served as the
Chair of the Caucus' Task Force to Preserve Affirmative Action. During his last
term in Congress, Mr. Mfume was appointed by the House Democratic Caucus to Vice
Chairman for Communications.

MARK JEFFERSON has been nominated to serve as a member of the Board of
Directors of EChapman.com upon the closing of the initial public offering of
EChapman.com common stock. In 1999, Mr. Jefferson founded Funburst Media, LLC,
for which he also serves as Chairman. In 1998, Mr. Jefferson founded and became
Principal of Envue Technologies, a position he still holds. Mr. Jefferson served
as Vice President of CertCo., Inc. from 1997 to 1998. From 1995 to 1997,
Mr. Jefferson was a Manager at Cisco Systems.

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ADOLPH WASHINGTON has been nominated to serve as a member of the Board of
Directors of EChapman.com upon the closing of the initial public offering of
EChapman.com common stock. Since 1999, Mr. Washington has served as the Vice
President of Field Promotions with Capitol Records in Hollywood, California.
From 1996 to 1999, Mr. Washington served as Senior Vice President of Marketing
and Promotions at Warner Bros. Records. Mr. Washington was the Senior Vice
President of Marketing and Promotions at MCA Records from 1991 to 1996. He
received his B.A. in Social Sciences from the University of Arkansas at Pine
Bluff.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has appointed an Audit Committee of the Board of
Directors that will review the scope of accounting audits, review with our
independent auditors the corporate accounting practices and policies and
recommend to whom reports should be submitted within EChapman.com, review with
the independent auditors their final report, review with internal and
independent auditors overall accounting and financial controls, and be available
to our independent auditors during the year for consultation purposes. Upon the
closing of the initial public offering and the consummation of the mergers, a
majority of the directors on the Audit Committee will be independent directors.

The Board of Directors has also appointed a Compensation Committee of the
Board of Directors which will review the performance of senior management,
recommend appropriate compensation levels and approve the issuance of stock
options pursuant to our stock option plan. All directors and officers of
EChapman.com serve until their successors are duly elected and qualify. Upon the
closing of this offering and the consummation of the mergers, the Compensation
Committee will consist of two Directors.

EXECUTIVE COMPENSATION

To date, we have not paid compensation to the Chief Executive Officer or any
other executive officer of EChapman.com. In addition, we have not entered into
any agreements or other arrangements with respect to such payments.

Our Board of Directors has established the 1999 EChapman.com, Inc. Omnibus
Stock Option Plan to enable us to grant equity compensation to the our
directors, officers, employees and consultants. Our stock plan will be
administered by the Compensation Committee of the Board of Directors. No
securities have been issued pursuant to the stock option plan as of the date of
this prospectus; however, in connection with the mergers, the outstanding stock
options of Chapman Holdings and Chapman Capital Management Holdings will be
converted on the same basis as the shares of common stock of these companies
into outstanding stock options under the EChapman.com Omnibus Stock Option Plan.
At that time, there will be 138,464 shares subject to outstanding stock options
upon consummation of this offering.

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ECHAPMAN.COM CERTAIN TRANSACTIONS

Nathan A. Chapman, Jr., the President and a director of our company, is the
President, a Director of each of Chapman Holdings, Chapman Capital Management
Holdings, Chapman Insurance Holdings and The Chapman Funds, Inc. He is also a
controlling stockholder of Chapman Holdings, Chapman Capital Management Holdings
and Chapman Insurance Holdings. Earl U. Bravo, Sr., a Director, Sr. Vice
President, Secretary and Assistant Treasurer of EChapman.com, is Secretary,
Assistant Treasurer and a Director of Chapman Capital Management Holdings and
Chapman Holdings and Secretary and Assistant Treasurer of The Chapman Funds.
Demetris Brown, Treasurer, Chief Financial Officer and Assistant Secretary of
EChapman.com, is the Chief Financial Officer of The Chapman Co.

Mr. Chapman is President and Treasurer and Mr. Bravo is Secretary of Chapman
General Partner One, Inc., the general partner of Chapman Limited Partnership I.
We lease furniture and equipment from this partnership. The lease requires
monthly payments of $9,846 and contains one year renewable terms, at our option,
through September 2000, at which time we can purchase the furniture and
equipment at fair market value. Rent expense pursuant to this lease agreement
was $118,512 in 1997, $118,152 in 1998 and $88,614 for the nine months ended
September 30, 1999. We believe that the terms of these transactions were
substantially favorable to us as those available from non-affiliates.

On December 14, 1998, The Chapman Co. and Chapman Capital Management each
advanced to Chapman Limited Partnership I $19,536 for payment of certain taxes
and related payments. On October 22, 1999, Chapman Capital Management Holdings
and Chapman Holdings each advanced the partnership $49,037 for payment of
certain taxes and related payments. As of September 30, 1999, all of these
advances remained outstanding. Future lease payment will be applied to such
advances until repaid in full.

As of September 30, 1999, Mr. Chapman owed EChapman.com's subsidiaries
$1,006,089 in connection with the following notes, including accrued interest:

- Three-year promissory note to The Chapman Co. dated February 11, 1998 in
the amount of $176,250, which accrues interest at 5.54% per annum and
requires no payments of principal or interest until maturity.

- Three-year promissory note to Chapman Holdings dated March 11, 1998 in the
amount of $285,587, which accrues interest at 5.5% per annum.

- Demand promissory note to The Chapman Co. dated May 1, 1998 in the amount
of $100,000, which accrues interest at 5.5% per annum.

- Demand promissory note to Chapman Capital Management dated July 2, 1998 in
the amount of $65,000, which accrues interest at 5.48% per annum.

- Three year promissory note to Chapman Capital Management Holdings dated
August 21, 1998 in the amount of $45,000, which accrues interest at 5.48%
per annum.

- Three-year promissory note to Chapman Holdings dated December 31, 1998 in
the amount of $51,690, which accrues interest at 4.33% per annum.

- Demand promissory note to Chapman Capital Management Holdings dated
July 29, 1999 in the amount of $242,000, which accrues interest at 5.45%
per annum.

In December 1995, Mr. Chapman loaned Chapman Capital Management $100,000,
payable on demand, for the purchase of common stock of an affiliate. In
March 1996, Mr. Chapman loaned Chapman Capital Management an additional $45,000,
payable on demand. These loans provided for a fixed-interest payment of $14,500,
or an effective flat rate of 10% of the principal. On June 30, 1998, Chapman
Capital Management Holdings repaid these loans in full.

Following the closing of the initial public offering, we will acquire
Chapman Holdings, Chapman Capital Management and Chapman Insurance Holdings
pursuant to merger agreements between and among EChapman.com, each target
company and, in each case, a wholly-owned subsidiary of

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EChapman.com. Following the mergers, Chapman Holdings, Chapman Capital
Management Holdings and Chapman Insurance Holdings will become wholly-owned
subsidiaries of EChapman.com. Because Mr. Chapman, the President and a director
of EChapman.com, is the President, a director and controlling stockholder of
each of the two publicly traded target companies, the mergers of each of Chapman
Holdings and Chapman Capital Management Holdings have been approved by the
disinterested members of the boards of directors of each of Chapman Holdings and
Chapman Capital Management Holdings in accordance with Maryland law.

We have entered into a non-exclusive, royalty-free licensing agreement with
Mr. Chapman pertaining to our use of the C-Eagle Logo-TM-, Chapman, Chapman
Trading-TM-, Chapman Network-TM-, Chapman Education-TM-, Chapman
Marketplace-TM-, Chapman Kids Club-TM-, DEM Index-TM-, DEM Profile-TM-, DEM
Universe-TM-, DEM Company-TM-, DEM Community-TM-, DEM Multi-Manager-TM-,
EChapman.com-TM-, Domestic Emerging Markets-Registered Trademark-,
DEM-Registered Trademark-, trademarks that are owned by Mr. Chapman.

EChapman.com intends that all transactions with its affiliates will be
approved by a majority of the Board of Directors, including a majority of the
disinterested Directors.

The Chapman Co. is acting as the manager of the underwriting syndicate in
the initial public offering of our common stock and will receive underwriting
compensation.

ECHAPMAN.COM MARKET PRICE AND DIVIDEND INFORMATION

EChapman.com is a privately-held company and its common stock does not trade
in any market. EChapman.com has never paid dividends on its common stock.
Payment of dividends in the future will be at the discretion of its board of
directors and will be dependent upon earnings, financial condition, capital
requirements and other factors deemed relevant by the EChapman.com board of
directors.

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DESCRIPTION OF ECHAPMAN.COM CAPITAL STOCK

The authorized capital stock of EChapman.com consists of 50,000,000 shares
of common stock, par value $0.001 per share.

Holders of common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of stockholders. Stockholders do not
have cumulative voting rights. Holders of common stock are entitled to receive
ratably such dividends as may be declared from time to time by the Board of
Directors out of funds legally available therefor. See "Dividend Policy." In the
event of a dissolution, liquidation or winding-up of EChapman.com, holders of
common stock are entitled to share ratably in all assets remaining after payment
of liabilities. Holders of common stock have no right to convert their common
stock into any other securities. The common stock has no preemptive or other
subscription rights. There are no redemption or sinking fund provisions
applicable to the common stock. All outstanding shares of common stock are duly
authorized, validly issued, fully paid and nonassessable.

MARYLAND LAW AND CERTAIN CHARTER PROVISIONS

The charter of the EChapman.com, provides that EChapman.com shall indemnify
its currently acting and its former directors and officers against any and all
liabilities and expenses incurred in connection with their services in such
capacities to the maximum extent permitted by the Maryland General Corporation
Law, as from time to time amended (the "MGCL"). If approved by the Board of
Directors, EChapman.com may indemnify its employees, agents and persons who
serve or have served, at its request as a director, officer, partner, trustee,
employee or agent of another corporation, partnership, joint venture or other
enterprise to the extent determined to be appropriate by the Board of Directors.
EChapman.com shall advance expenses to its directors and officers entitled to
mandatory indemnification to the maximum extent permitted by the Maryland
General Corporation Law and may in the discretion of the Board of Directors
advance expenses to employees, agents and others who may be granted
indemnification.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of EChapman.com
pursuant to the foregoing provisions, or otherwise, EChapman.com has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.

Furthermore, the charter of EChapman.com provides that, to the fullest
extent permitted by the MGCL as it may be amended from time to time, no director
or officer of EChapman.com shall be liable to EChapman.com or its stockholders
for monetary damages arising out of events occurring at the time such person is
serving as a director or officer, regardless of whether such person is a
director or officer at the time of a proceeding in which liability is asserted.
Under current Maryland law, the effect of this provision is to eliminate the
rights of EChapman.com and its stockholders to recover monetary damages from a
director or officer except (i) to the extent that it is proved that the director
or officer actually received an improper benefit, or profit in money, property,
or services for the amount of the benefit or profit in money, property or
services actually received, or (ii) to the extent that a judgment or other final
adjudication adverse to the person is entered in a proceeding based on a finding
in the proceeding that the person's action, or failure to act, was the result of
active and deliberate dishonesty and was material to the cause of action
adjudicated in the proceeding. In situations to which the charter provision
applies, the remedies available to EChapman.com or a stockholder are limited to
equitable remedies such as injunction or rescission.

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COMPARISON OF STOCKHOLDER RIGHTS OF HOLDERS ECHAPMAN.COM
AND CHAPMAN HOLDINGS COMMON STOCK

Upon completion of the merger, Chapman Capital Management Holdings
stockholders will become EChapman.com stockholders and the rights of former
Chapman Capital Management Holdings stockholders will continue to be governed by
Maryland law, but will also be governed by the EChapman.com certificate of
incorporation and bylaws. There are no material differences between the current
rights of stockholders of Chapman Capital Management Holdings and the rights the
EChapman.com stockholders will have after completion of the merger, other than
as set forth below:

DISSENTERS' RIGHTS For a description of the rights of dissenting
stockholders of Chapman Capital Management Holdings, see "The
Merger--Dissenters' Rights." Under Maryland law, a stockholder does not have
appraisal rights in certain circumstances, including in a merger or
consolidation, if such stockholder's stock is listed on a national exchange or
is designated as a security listed on the Nasdaq National Market. Since
EChapman.com has filed an application for its common stock to be quoted on the
Nasdaq National Market under the symbol "ECMN", stockholders receiving
EChapman.com common stock pursuant to the merger, dissenters' rights with
respect to future such transactions affecting EChapman.com common stock will
most likely not be available.

STATE ANTI-TAKEOVER STATUTES

Under certain circumstances, Maryland law restricts transactions between a
corporation and its affiliates and potential acquirers. The charter of Chapman
Capital Management Holdings specifically opts out of such provisions. The
charter of EChapman.com specifically opts into such provisions with the
exception of transactions involving Nathan A. Chapman, Jr., the President,
Chairman and majority stockholder of EChapman.com, persons to whom Mr. Chapman
directly transfers his voting stock (in the case of the business combination
statute) or any shares of stock of EChapman.com, including transfers of voting
rights or other interests in any such stock (in the case of the control share
statute), and the respective affiliates and associates of Mr. Chapman and such
transferees. The summary below is necessarily general and is not intended to be
a complete description of all features and consequences of those provisions, and
is qualified in its entirety by reference to the statutory provisions contained
in the Maryland General Corporation Law.

BUSINESS COMBINATION LAW. Maryland law imposes conditions and restrictions
on certain "business combinations" (including, among other various transactions,
a merger, consolidation, share exchange, or, in certain circumstances, an asset
transfer or issuance of equity securities) between a Maryland corporation and
any person who beneficially owns at least 10% of the corporation's stock (an
"Interested Stockholder"). Unless approved in advance by the board of directors,
or otherwise exempted by the statute, such a business combination is prohibited
for a period of five years after the most recent date on which the Interested
Stockholder became an Interested Stockholder. After such five-year period, a
business combination with an Interested Stockholder must be: (a) recommended by
the corporation's board of directors; and (b) approved by the affirmative vote
of at least (i) 80% of the corporation's outstanding shares entitled to vote and
(ii) two-thirds of the outstanding shares entitled to vote which are not held by
the Interested Stockholder with whom the business combination is to be effected,
unless, among other things, the corporation's common stockholders receive a
"fair price" (as defined in the statute) for their shares and the consideration
is received in cash or in the same form as previously paid by the Interested
Stockholder for his shares.

CONTROL SHARE ACQUISITION LAW. Under the Maryland's control share
acquisition law, voting rights of shares of stock of a Maryland corporation
acquired by an acquiring person at ownership levels of 20%, 33 1/3% and 50% of
the outstanding shares are denied unless conferred by a special stockholder vote
of two-thirds of the outstanding shares held by persons other than the acquiring
person and officers and directors of the corporation or, among other exceptions,
such acquisition of shares is made pursuant to a merger agreement with the
corporation or the corporation's articles of incorporation or bylaws permit the
acquisition of such shares prior to the acquiring person's acquisition thereof.
Unless

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a corporation's charter or bylaws provide otherwise, the statute permits such
corporation to redeem the acquired shares at "fair value" if the voting rights
are not approved or if the acquiring person does not deliver a "control share
acquisition statement" to the corporation on or before the tenth day after the
control share acquisition. The acquiring person may demand a stockholder's
meeting to consider authorizing voting rights for control shares subject to
certain disclosure obligations and payment of certain costs. If voting rights
are approved for more than fifty percent of the outstanding stock, objecting
stockholders may have their shares appraised and repurchased by the corporation
for cash.

THIS SUMMARY DOES NOT PURPORT TO BE A COMPLETE DISCUSSION OF, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MARYLAND GENERAL CORPORATION LAW
AND THE ORGANIZATIONAL DOCUMENTS OF CHAPMAN HOLDINGS AND ECHAPMAN.COM.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to the initial public offering of our common stock and the mergers,
there has been no trading market for the common stock. Although we have applied
for quotation of the common stock on the Nasdaq National Market System, there
can be no assurance that an active trading market for the common stock will
develop and, if developed, will continue after the offering. Quotation of our
common stock on the Nasdaq National Market System is conditioned upon our
meeting certain asset, capital and surplus, stock price and public float tests.
There can be no assurance that the public offering price will correspond to the
price at which our common stock will trade in the public market subsequent to
this offering.

As of the date of the closing of the initial public offering of our common
stock and after the consummation of the mergers, EChapman.com will have
16,528,178. All shares acquired in this offering, other than shares that may be
acquired by our "affiliates" as defined by Rule 144 under the Securities Act. In
addition, the shares of EChapman.com stock to be issued in the mergers will be
registered under the Securities Act and will be freely transferable under the
Securities Act except for shares issued to any person who is deemed to be an
"affiliate" of EChapman.com, Chapman Holdings or Chapman Capital Management
Holdings. Shares of EChapman.com common stock received by stockholders of
Chapman Holdings or Chapman Capital Management Holdings who are deemed to be
affiliates of Chapman Holdings or Chapman Capital Management Holdings at the
time of the stockholder meetings to approve the mergers may resell their shares
only as permitted by Rule 145 under the Securities Act or as otherwise permitted
thereunder. Any person deemed to be an affiliate of EChapman.com may resell
their shares without registration only as permitted by Rule 144 under the
Securities Act, or pursuant to another exemption under the Securities Act.

No prediction can be made as to the effect, if any, that sales of shares of
common stock or the availability of such shares for sale will have on the market
prices prevailing from time to time. Nevertheless, the possibility that
substantial amounts of common stock may be sold in the public market may
adversely affect the prevailing market price for the common stock and could
impair our ability to raise capital through the sale of our equity securities.

On a pro forma as adjusted basis giving effect to the mergers and the
initial public offering, as of September 30, 1999, Mr. Chapman beneficially
owned 8,648,988 shares (8,568,988 shares if the underwriters exercise the
over-allotment option in full) of common stock or approximately 52.2% (51.4% if
the underwriters exercise the over-allotment option in full) of our outstanding
common stock. Except for the shares he may sell to the underwriter as part of
the over-allotment option, Mr. Chapman has agreed not to sell any shares of
common stock that he owns as of the date of this prospectus for the initial
public offering of our common stock during the 180 days following the closing of
the initial public offering except pursuant to the over-allotment option. After
the lock-up period, Mr. Chapman may resell his shares without registration by
complying with Rule 144 discussed below.

In general, under Rule 144, a person (or persons whose shares are required
to be aggregated), including any of our affiliates, who beneficially owns
"restricted shares" for a period of at least one

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year is entitled to sell within any three-month period, shares equal in number
to the greater of: (i) 1% of the then-outstanding shares of common stock; or
(ii) the average weekly trading volume of the common stock during the four
calendar weeks preceding the filing of the required notice of sale with the
Commission. In addition, any person (or persons whose shares are aggregated) who
is not, at the time of the sale, nor during the preceding three months, our
affiliate, and who has beneficially owned restricted shares for at least two
years, can sell such shares under Rule 144 without regard to the notice, manner
of sale, public information or volume limitations described above.

LEGAL MATTERS

Certain legal matters in connection with the validity of the securities
offered hereby and the merger will be passed upon for EChapman.com by Venable,
Baetjer and Howard, LLP, Baltimore, Maryland.

EXPERTS

The audited financial statements included in this prospectus and proxy
statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, are included
herein in reliance upon the authority of said firm as experts in giving said
reports.

WHERE YOU CAN FIND MORE INFORMATION

Chapman Capital Management Holdings is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information may be inspected and copied at
the public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549-1004. Copies of
such materials may be obtained at prescribed rates from the Public Reference
Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549-1004. Chapman Capital Management Holdings common stock is
publicly traded and quoted on The Nasdaq SmallCap Market under the symbol
"CMGT."

The Commission maintains a Web site at http://www.sec.gov that contains
reports, proxy and information statements and other information concerning
Chapman Capital Management Holdings which files electronically with the
Commission.

EChapman.com has filed with the Commission a Registration Statement on
Form S-4 (together with any annexes, exhibits and amendments thereto, the
("Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act") covering 7,485,640 shares of EChapman.com Common Stock.
Statements contained herein concerning any document filed as an exhibit to the
Registration Statement are not necessarily complete, and in each such instance
reference is made to the copy of the applicable document filed with the
Commission or attached as an annex or exhibit thereto.

EChapman.com will furnish to its stockholders annual reports containing
financial statements for each fiscal year audited by an independent accounting
firm.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS
AND PROXY STATEMENT, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
NOT CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS AND PROXY STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE
SOLICITATION OF AN OFFER TO PURCHASE, ANY OF THE SECURITIES OFFERED BY THIS
PROSPECTUS AND PROXY STATEMENT, OR THE SOLICITATION OF A PROXY, IN ANY
JURISDICTION, OR FROM ANY PERSON TO OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION OF AN OFFER, OR PROXY SOLICITATION IN SUCH JURISDICTION.
NEITHER THE DELIVERY OF THIS PROSPECTUS AND PROXY STATEMENT NOR THE ISSUANCE OR
SALE OF ANY SECURITIES HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION SET FORTH HEREIN
SINCE THE DATE HEREOF OR INCORPORATED.

96
<PAGE>
ECHAPMAN.COM, INC.

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Index....................................................... F-1

CHAPMAN HOLDINGS, INC.

Report of Independent Public Accountants.................. F-2

Consolidated Balance Sheets of December 31,1998 and
September 30, 1999 (unaudited).......................... F-3

Consolidated Statement of Operations for the Years Ended
December 31, 1998 and 1997, and for the Nine Months
Ended September 30, 1999 and 1998 (unaudited)........... F-4

Consolidated Statements of Changes in Stockholders' Equity
for the Years Ended December 31, 1998 and 1997 and for
the Nine Months Ended September 30, 1999 (unaudited).... F-5

Consolidated Statements of Cash Flows for the Years Ended
December 31, 1998 and 1997, and for the Nine Months
Ended September 30, 1999 and 1998 (unaudited)........... F-6

Notes to Financial Statements............................. F-7

CHAPMAN CAPITAL MANAGEMENT HOLDINGS, INC.

Report of Independent Public Accountants.................. F-14

Consolidated Balance Sheets as of December 31, 1998 and
September 30, 1999 (unaudited).......................... F-15

Consolidated Statements of Operations for the Years Ended
December 31, 1998 and 1997, and for the Nine Months
Ended September 30, 1999 and 1998 (unaudited)........... F-16

Consolidated Statements of Changes in Stockholders' Equity
for the Years Ended December 31, 1998 and 1997 and for
the Nine Month Ended September 30, 1999 (unaudited)..... F-17

Consolidated Statements of Cash Flows for the Years Ended
December 31, 1998 and 1997 and for the Nine Months ended
September 30, 1999 and 1998 (unaudited)................. F-18

Notes to Financial Statements............................. F-19

ECHAPMAN.COM, INC.

Balance Sheets as of May 14, 1999 and September 30, 1999
(unaudited)............................................. F-26

Statement of Operations from May 14, 1999 (inception) to
September 30, 1999 (unaudited).......................... F-27

Statement of Changes in Stockholders' Deficit for the
Period May 14, 1999 (inception) to September 30, 1999
(unaudited)............................................. F-28

Notes to Unaudited Financial Statements................... F-29
</TABLE>

F-1
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of
Chapman Holdings, Inc:

We have audited the accompanying consolidated balance sheet of Chapman
Holdings, Inc. and Subsidiaries (a Maryland corporation) as of December 31,
1998, and the related consolidated statements of operations, changes in
stockholders' equity and cash flows for the two years in the period ended
December 31, 1998. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Chapman
Holdings, Inc. and Subsidiaries as of December 31, 1998, and the results of
their operations and their cash flows for the two years ended December 31, 1998
in conformity with generally accepted accounting principles.

Baltimore, Maryland,
February 22, 1999

F-2
<PAGE>
CHAPMAN HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 1998 AND SEPTEMBER 30, 1999

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1998 1999
------------ -------------
(UNAUDITED)
<S> <C> <C>
ASSETS:
Cash and cash equivalents................................. $ 3,090,000 $1,775,000
Cash deposits with clearing organization.................. 2,389,000 2,477,000
Investments............................................... 204,000 239,000
Securities owned.......................................... 2,080,000 1,813,000
Receivables from brokers and dealers...................... 331,000 576,000
Receivables from affiliates............................... 380,000 237,000
Income taxes receivable................................... 294,000 300,000
Advances to officer/employee.............................. 657,000 723,000
Fixed assets, net......................................... 38,000 95,000
Prepaids and other assets................................. 583,000 570,000
Intangible assets......................................... 145,000 113,000
Deferred tax asset........................................ 14,000 345,000
----------- ----------
Total assets............................................ $10,205,000 $9,263,000
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable and accrued expenses..................... $ 261,000 $ 676,000
Margin loan payable....................................... 2,559,000 2,050,000
Accrued compensation...................................... 243,000 238,000
Deferred rent............................................. 78,000 45,000
----------- ----------
Total liabilities....................................... 3,141,000 3,009,000
----------- ----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value, 20,000,000 shares
authorized,
2,953,622 shares issued and outstanding................. 3,000 3,000
Additional paid-in capital................................ 7,903,000 7,903,000
Accumulated deficit....................................... (842,000) (1,652,000)
----------- ----------
Total stockholders' equity.............................. 7,064,000 6,254,000
----------- ----------
Total liabilities and stockholders' equity.............. $10,205,000 $9,263,000
=========== ==========
</TABLE>

The accompanying notes are an integral part of these consolidated balance
sheets.

F-3
<PAGE>
CHAPMAN HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
------------------------ -----------------------
1998 1997 1999 1998
----------- ---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
REVENUE:
Commissions..................................... $ 2,538,000 $2,612,000 $3,243,000 $1,909,000
Underwriting and management fees................ 700,000 325,000 554,000 376,000
Interest and dividends.......................... 335,000 55,000 163,000 247,000
(Loss) gain on trading.......................... (638,000) -- 246,000 (174,000)
----------- ---------- ---------- ----------
Total revenue............................... 2,935,000 2,992,000 4,206,000 2,358,000
----------- ---------- ---------- ----------

EXPENSE:
Compensation and benefits....................... 2,185,000 1,121,000 2,324,000 1,317,000
Floor brokerage and clearing fees............... 431,000 286,000 528,000 302,000
Communications.................................. 193,000 154,000 216,000 130,000
Occupancy, equipment rental, and depreciation... 460,000 356,000 489,000 331,000
Travel and business development................. 255,000 211,000 260,000 167,000
Professional fees............................... 416,000 103,000 656,000 192,000
Other operating expense......................... 611,000 270,000 874,000 326,000
----------- ---------- ---------- ----------
Total expense............................... 4,551,000 2,501,000 5,347,000 2,765,000
----------- ---------- ---------- ----------
(Loss) income from continuing operations
before income tax (benefit) provision..... (1,616,000) 491,000 (1,141,000) (407,000)

INCOME TAX BENEFIT (PROVISION).................... 485,000 (205,000) 331,000 102,000
----------- ---------- ---------- ----------
(Loss) income from continuing operations.... (1,131,000) 286,000 (810,000) (305,000)

INCOME FROM DISCONTINUED OPERATIONS, net of income
taxes of $40,000................................ -- 51,000 -- --
----------- ---------- ---------- ----------
Net (loss) income........................... $(1,131,000) $ 337,000 $ (810,000) $ (305,000)
=========== ========== ========== ==========

BASIC AND DILUTED EARNINGS PER SHARE DATA:........
Income from continuing operations............. $ (.40) $ 0.14 $ (.27) $ (0.11)
Income from discontinued operations........... -- 0.03 -- --
----------- ---------- ---------- ----------
Net (loss) income........................... $ (.40) $ 0.17 $ (.27) $ (0.11)
=========== ========== ========== ==========
Weighted average shares outstanding........... 2,793,000 2,002,000 2,954,000 2,744,000
=========== ========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-4
<PAGE>
CHAPMAN HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
AND THE NINE MONTHS ENDED SEPTEMBER 30, 1999

<TABLE>
<CAPTION>
RETAINED
ADDITIONAL EARNINGS TOTAL
COMMON PAID-IN (ACCUMULATED STOCKHOLDERS'
STOCK CAPITAL DEFICIT) EQUITY
-------- ---------- ------------ -------------
<S> <C> <C> <C> <C>
BALANCE, December 31, 1996..................... $2,000 $1,309,000 $ (182,000) $ 1,129,000
Net income................................... -- -- 337,000 337,000
Purchase of 152,250 shares of stock.......... -- (217,000) -- (217,000)
Issuance of 196,594 shares of stock in
exchange for a stock warrant............... -- -- -- --
------ ---------- ----------- -----------
BALANCE, December 31, 1997..................... 2,000 1,092,000 155,000 1,249,000
Net loss..................................... -- -- (1,131,000) (1,131,000)
Accumulated deficit from discounted
operations................................. -- -- 134,000 134,000
Net proceeds from issuance of common stock... 1,000 6,811,000 -- 6,812,000
------ ---------- ----------- -----------
BALANCE, December 31, 1998..................... 3,000 7,903,000 (842,000) 7,064,000
Net loss..................................... -- -- (810,000) (810,000)
------ ---------- ----------- -----------
BALANCE, September 30, 1999
(Unaudited).................................. $3,000 $7,903,000 $(1,652,000) $ 6,254,000
====== ========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-5
<PAGE>
CHAPMAN HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
------------------------- -------------------------
1998 1997 1999 1998
----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) Income............................... $(1,131,000) $ 337,000 $ (810,000) $ (305,000)
Adjustments to reconcile net (loss) income to
net cash (used in) provided by operating
activities:
Depreciation and amortization expense......... 8,000 -- 38,000 --
Unrealized/realized loss on securities
owned....................................... 638,000 -- (246,000) 36,000
Deferred taxes................................ (122,000) -- (331,000) --
Effect from changes in assets and
liabilities--
Deposits with clearing organization......... (2,349,000) (5,000) (88,000) (1,599,000)
Receivables from brokers and dealers........ 54,000 (229,000) (245,000) (48,000)
Receivables from discontinued operations.... 801,000 (118,000) -- --
Receivables from affiliates................. (380,000) -- 143,000 801,000
Income tax receivable....................... (294,000) -- (6,000) --
Prepaids and other assets................... (495,000) (24,000) 13,000 (309,000)
Net assets from discontinued operations..... 6,000 113,000 -- 6,000
Accounts payable and accrued expenses....... 193,000 (24,000) 415,000 120,000
Accrued compensation........................ 174,000 (8,000) (5,000) 47,000
Deferred rent............................... (11,000) -- (33,000) (8,000)
Payable to affiliated partnership........... (10,000) (49,000) -- (5,000)
Income taxes payable........................ (98,000) 55,000 -- (131,000)
Net liability from discontinued
operations................................ -- (29,000) -- --
----------- ---------- ----------- -----------
Net cash (used in) provided by operating
activities............................ (3,016,000) 19,000 (1,155,000) (1,395,000)
----------- ---------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of office equipment.................... (23,000) (10,000) (63,000) (4,000)
Purchase of Charles A. Bell..................... (220,000) -- -- --
Purchase of investments......................... (1,207,000) (12,000) (35,000) (69,000)
Proceeds from sale of investments............... 1,014,000 -- 4,000 --
Advances to officer/employee.................... (481,000) (66,000) (66,000) (448,000)
----------- ---------- ----------- -----------
Net cash used in investing activities... (917,000) (88,000) (160,000) (521,000)
----------- ---------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock...... 7,715,000 -- -- 7,715,000
Issuance costs.................................. (903,000) -- -- (903,000)
Purchase of stock............................... -- (218,000) -- --
----------- ---------- ----------- -----------
Net cash provided by (used in) financing
activities............................ 6,812,000 (218,000) -- 6,812,000
----------- ---------- ----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS..................................... 2,879,000 (287,000) (1,315,000) 4,896,000
CASH AND CASH EQUIVALENTS, beginning of period.... 211,000 498,000 3,090,000 211,000
----------- ---------- ----------- -----------
CASH AND CASH EQUIVALENTS, end of period.......... $3,090,000 $ 211,000 $ 1,775,000 $ 5,107,000
=========== ========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-6
<PAGE>
CHAPMAN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1998 AND SEPTEMBER 30, 1999

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION AND BUSINESS

Chapman Holdings, Inc. (the "Company") provides securities brokerage and
investment banking services. The Company, during December 1997, became the
parent of a wholly-owned subsidiary, The Chapman Co. ("Chapman") and its two
subsidiaries, Chapman Capital Management, Inc. ("CCM") and Chapman Insurance
Agency, Incorporated ("CIA") pursuant to the merger of a newly formed
wholly-owned subsidiary of the Company into Chapman. CCM and CIA were spun off
from Chapman as part of the initial public offering ("IPO") on February 26,
1998.

The Company allocates compensation, benefits and other costs to CCM and CIA
on a proportional allocation cost method which management believes is
reasonable. Compensation and benefits are allocated based on management's
estimate of the percentage of time employees spend performing services for CCM
and CIA. Other costs, consisting of communications, occupancy and administrative
support, are allocated based on estimated usage by CCM and CIA.

BASIS OF PRESENTATION

The accompanying consolidated financial statements are presented on the
accrual basis of accounting in accordance with generally accepted accounting
principles. All significant intercompany balances have been eliminated in
consolidation. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities as of the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

INTERIM FINANCIAL STATEMENTS (UNAUDITED)

The consolidated financial statements for the nine months ended
September 30, 1999 and 1998, are unaudited, but in the opinion of management,
such financial statements have been presented on the same basis as the audited
consolidated financial statements and include all adjustments, consisting only
of normal recurring adjustments necessary for a fair presentation of the
financial position and results of operations, for the periods. The results of
operations presented in the accompanying consolidated financial statements are
not necessarily representative of operations for an entire year and because of
the nature of the Company's operations can be materially different between
periods.

Subsequent to September 30, 1999, the Company signed a merger agreement,
which is subject to stockholders approval and the completion of an initial
public stock offering of common stock by EChapman.com, among other things, to
merge into a wholly owned subsidiary of EChapman.com. This merger would result
in the Company, Chapman Capital Management Holdings Inc. and Chapman Insurance
Holdings Inc. becoming wholly-owned subsidiaries of EChapman.com. EChapman.com
is a newly formed corporation designed to bring these companies together and to
take advantage of the unique opportunities presented by the growth of the
Internet. EChapman.com is owned by the major stockholder of the Company.

This planned merger and the operations of EChapman.com after the merger, are
subject to certain risks. The negative impact from these risks could have
material adverse effects on the future results from operations and financial
position of the Company. These risk items include the fact that EChapman.com has
not launched a website and has no Internet-related operating history; the web
site must be designed, developed, hosted by a service provider and marketed;
EChapman.com must raise at

F-7
<PAGE>
CHAPMAN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1998 AND SEPTEMBER 30, 1999

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)

least $20 million from its planned public offering to complete this merger; the
EChapman.com brand must be successful in order for it to attract users,
advertisers and strategic partners; and the success of the "Domestic Emerging
Markets" strategy through the use of the Internet.

In July 1999, the Company borrowed $3,220,000 from Chapman Capital
Management Holdings, Inc., an affiliate, in connection with the Company's
participation in a municipal underwriting syndicate. The note was payable on
demand and accrued interest at the broker call rate. The note was paid in full
in September 1999.

ACQUISITION

The Company acquired all of the outstanding stock of Charles A. Bell (Bell),
a securities brokerage firm located in San Francisco, California, on
December 29, 1998, for approximately $391,200. The acquisition resulted in
recording approximately $145,000 of intangible assets from the purchase price
being in excess of the book value of Bell. The assets acquired consist of cash,
current assets, property and intangibles.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents primarily consists of cash invested in the U.S.
Treasury Money Fund, a fund managed by Chapman Capital Management, Inc., an
affiliate.

INVESTMENTS

Investments as of December 31, 1998 and September 30, 1999, consist
primarily of certificates of deposit in which cost approximates market.

SECURITIES OWNED AND NOT YET PURCHASED

Securities owned consist of trading proprietary stock, which is carried at
market. The proprietary stock is primarily stock of Chapman Capital Management
Holdings, Inc. (CCMH), a company whose majority stockholder is also the majority
stockholder of the Company. Chapman is the market maker for the Company and CCMH
and, thus, holds their stock in inventory. As of December 31, 1998 and
September 30, 1999, Chapman held 116,000 and 121,000 shares of common stock of
the Company, respectively, with a market value of $580,000 and $681,000. The
proprietary stock was purchased on margin.

FINANCIAL INSTRUMENTS

The carrying amounts reported in the consolidated balance sheets for cash
and cash equivalents, receivables, investments, securities owned, advances,
accounts payable, accrued expenses and margin loan payable approximate fair
value.

EARNINGS PER SHARE

As of December 31, 1997, the Company adopted Financial Accounting Standards
Board Statement No. 128, "Earnings Per Share" (SFAS No. 128). Under SFAS
No. 128, a company must disclose basic earnings per share (the principal
difference being that common stock equivalents would not be considered in the
compilation of basic earnings per share) and diluted earnings per share. The
Company adopted this pronouncement which required restatement of all prior
periods presented.

F-8
<PAGE>
CHAPMAN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1998 AND SEPTEMBER 30, 1999

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)

Earnings per share are based on the weighted average number of common and
dilutive common equivalent shares outstanding during the period the calculation
is made. Common equivalent shares consist of shares issuable upon the exercise
of stock warrants, using the treasury stock method. The weighted average shares
outstanding for the years ended December 31, 1998 and 1997 and the nine months
ended September 30, 1999 and 1998, are 2,793,000, 2,002,000, 2,954,000 and
2,744,000, respectively. The options granted during 1998 are antidilutive and,
thus, are not required in the earnings per share calculation.

INTANGIBLE ASSETS

Intangible assets consist of a non-compete agreement of $75,000 being
amortized over 2 years and goodwill of $70,000 being amortized over 15 years.
These intangibles are related to the Bell acquisition.

SEGMENT REPORTING

The Company has adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information" as of December 31, 1998, and has determined
that the Company has only one segment, securities brokerage and investment
banking services. The Company came to this conclusion because the Company
operates in one regulatory environment and has only one management group that
manages the entire Company. Information on the Company's results are provided as
one segment to the key decision-maker to make decisions.

COMPREHENSIVE INCOME

The Company has adopted SFAS, No. 130, "Reporting Comprehensive Income" and
has determined that the Company does not have any comprehensive income
adjustments for the periods presented, and therefore, comprehensive income
equals net income.

REVENUE RECOGNITION

The Company records commission revenue, underwriting and management fees,
and related expenses on a trade date basis.

VOLATILITY OF BUSINESS

The Company's revenues and operating results may fluctuate from month to
month, quarter to quarter and year to year due to a combination of factors,
including the number of underwriting transactions in which the Company
participates, access to public markets for companies in which the Company has
invested as a principal, the level of institutional and retail brokerage
transactions, and expenses of establishing new business units. The Company's
revenues from an underwriting transaction are recorded only when the
underwritten security commences trading; accordingly, the timing of the
Company's recognition of revenue from a significant transaction can materially
affect the Company's operating results. As a result, the Company could
experience losses if demand for the above transactions declines faster than the
Company's ability to change its cost structure.

F-9
<PAGE>
CHAPMAN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1998 AND SEPTEMBER 30, 1999

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)

OFFICE EQUIPMENT

Office equipment is depreciated using the straight-line method over the
estimated useful life of 3 to 5 years. As of December 31, 1998 and
September 30, 1999, accumulated depreciation was $8,000 and $14,000,
respectively.

TRANSACTIONS WITH CLEARING ORGANIZATION

The Company is required to have cash on deposit with its clearing agent for
general trading purposes. In addition, receivables from and payables to the
clearing organization arise from cash settlements on ordinary trading activity
and clearing expenses.

INCOME TAXES

The Company accounts for income taxes under the separate company liability
method, whereby deferred income taxes are recognized for the tax consequences of
temporary differences by applying enacted statutory tax rates applicable to
future years to differences between the financial statement carrying amounts and
the tax bases of existing assets and liabilities.

2. INITIAL PUBLIC OFFERING AND SPIN-OFF OF OPERATIONS:

On February 26, 1998, the Company consummated an initial public offering
(the Offering) of its Common Stock pursuant to which the Company received net
proceeds, after the offering costs, of approximately $6,812,000. Effective
February 26, 1998, concurrent with the Company's completed initial public
offering, the Company spun off two of its wholly-owned subsidiaries, CCM and
CIA.

3. CAPITAL STOCK:

The common stock activity included in the accompanying consolidated
financial statements has been restated to reflect the one-for-five share
exchange of stock related to the merger of Chapman into the Company during 1998.
As such, all share data related to Chapman prior to the merger has been restated
at the Company's stock conversion amounts.

4. COMMITMENTS AND CONTINGENCIES:

The Company has entered into an operating lease agreement for office
facilities which expires on October 15, 2000. Rent expense under this agreement
was $209,000 in 1998. The aggregate minimum future annual rental for the
following fiscal years ending December 31 is as follows:

<TABLE>
<S> <C>
1999, remaining............................................. $ 63,000
2000........................................................ 200,000
</TABLE>

In addition, a proportionate share of real estate taxes and building
expenses in excess of base year amounts are charged to the Company. This lease
agreement includes scheduled rent increases which are recognized on a
straight-line basis. As of December 31, 1998 and September 30, 1999, the Company
recorded $78,000 and $45,000, respectively, in deferred rent relating to this
straight-line basis of rent expense recognition.

The Company leases furniture and equipment from the Chapman Limited
Partnership I (the Partnership), an entity in which certain officers and
stockholders of the Company are partners. The lease requires monthly payments of
$9,846 and contains one year renewable terms, at the option of the

F-10
<PAGE>
CHAPMAN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1998 AND SEPTEMBER 30, 1999

4. COMMITMENTS AND CONTINGENCIES: (CONTINUED)

Company, through September 2000, at which time the Company can purchase the
furniture and equipment at fair value. Rent expense under this lease agreement
was $118,000 in 1998 and 1997 and $102,000 for the nine months in 1999 and 1998.

The Company clears all transactions for its brokerage customers through its
clearing agent, which carries and clears all customer securities accounts. The
clearing agent also lends funds to the Company's brokerage customers through the
use of margin credit. These loans are made to customers on a secured basis, with
the clearing agent maintaining collateral in the form of saleable securities,
cash or cash equivalents. Pursuant to the terms of the agreement between the
Company and the clearing agent, in the event that customers fail to pay for
their purchases, to supply the securities that they have sold, or to repay funds
they have borrowed, and the clearing agent satisfies any customer obligations,
the Company would be obligated to indemnify the clearing agent for any resulting
losses. For the years ended December 31, 1998 and 1997 and the nine months ended
September 30, 1999 and 1998, the Company did not incur such losses.

Securities brokerage firms become parties to arbitrations brought by
dissatisfied customers in the general course of business. The Company has been
and is currently a party to such proceedings, none of which has resulted or
which management believes will result in any material liability.

5. INCOME TAXES:

A reconciliation of the statutory income taxes to the recorded income tax
(benefit) provision for the years ended December 31, 1998 and 1997, are as
follows:

<TABLE>
<CAPTION>
1998 1997
--------- --------
<S> <C> <C>
Statutory tax (at 35% rate)............................ $(566,000) $167,000
Effect of state income taxes........................... (79,000) 24,000
Effect of graduated tax rate........................... 120,000 --
Effect of permanent book to tax differences............ 40,000 14,000
--------- --------
Income tax (benefit) provision......................... $(485,000) $205,000
========= ========
</TABLE>

The components of the income tax (benefit) provision for the years ended
December 31, 1998 and 1997, are as follows:

<TABLE>
<CAPTION>
1998 1997
--------- --------
<S> <C> <C>
Current................................................ $(363,000) $ 57,000
Deferred............................................... (122,000) 108,000
Discontinued operations................................ -- 40,000
--------- --------
Income tax (benefit) provision......................... $(485,000) $205,000
========= ========
</TABLE>

The Company's deferred income tax asset and liability as of December 31,
consist of the following:

<TABLE>
<CAPTION>
1998 1997
-------- ---------
<S> <C> <C>
Deferred tax asset:
NOL carryforward..................................... $ 65,000 $ --
Deferred tax liability:
Other................................................ (51,000) (108,000)
-------- ---------
Net deferred tax asset (liability) recorded on the
consolidated balance sheets...................... $ 14,000 (108,000)
======== =========
</TABLE>

F-11
<PAGE>
CHAPMAN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1998 AND SEPTEMBER 30, 1999

6. REGULATORY REQUIREMENTS:

Pursuant to the requirements of the Securities and Exchange Commission's
(SEC) Uniform Net Capital Rule (Rule 15c3-1), the Company is required to
maintain net capital, as defined, of not less than $100,000 and a ratio of
aggregate indebtedness to net capital, as defined, not to exceed 15 to 1. As of
December 31, 1998, the Company had excess net capital of $697,000 and a ratio of
aggregate indebtedness to net capital of .7 to 1.

The Company is subject to compliance with various SEC and National
Association of Securities Dealers, Inc. (NASD) regulations. Also, the NASD
periodically reviews the Company's records and procedures for compliance with
its requirements. Any acts of noncompliance may subject the Company to fines and
other punitive remedies and may significantly effect the Company's ability to
operate.

7. STATEMENTS OF CASH FLOWS-SUPPLEMENTAL DISCLOSURE:

Supplemental cash flow disclosure for the years ended December 31, 1998 and
1997 and the nine months ended September 30, 1998 and 1999, were as follows:

<TABLE>
<CAPTION>
FOR THE NINE MONTHS
FOR THE YEAR ENDED ENDED
DECEMBER 31, SEPTEMBER 30,
------------------- -------------------
1998 1997 1998 1999
-------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C>
Cash paid--
Interest........................... $10,000 $ 9,000 $ 3,000 $ 66,000
Income taxes....................... 29,000 182,000 22,000 5,000
</TABLE>

8. EMPLOYEE SAVINGS PLAN:

The Company's Retirement Savings Plan, a 401(k) plan, provides participants
a mechanism for making contributions for retirement savings. Each participant
may make pre-tax and after-tax contributions based upon eligible compensation.
The Company may make discretionary contributions based on the participants'
compensation for the plan year. The Company elected not to contribute to the
plan for the years ended December 31, 1998 and 1997 and the nine months ended
September 30, 1999 and 1998.

9. OMNIBUS STOCK PLAN:

In March 1998, Chapman started an Omnibus Stock Plan (the Plan) to enable
selected management, employees, consultants and directors to acquire interest in
Chapman through ownership of common stock. The Plan has 150,000 shares of common
stock registered. On September 28, 1998, Chapman granted options for 43,900
shares of common stock at fair market value at the date of grant, which was
$9.50. The options vested on the grant date and have a three-year term. None of
those options had been exercised, expired or canceled as of September 30, 1999.

The Company accounts for its stock-based compensation plans as permitted by
FASB Statement No. 123, "Accounting for Stock-Based Compensation," which allows
the Company to follow Accounting Principles Board Opinion No. 25 ("APB
No. 25"), "Accounting for Stock Issued to Employees" and recognize no
compensation cost for options granted at fair market prices. The Company has
computed, for pro forma disclosure purposes, the value of all compensatory
options granted during 1998, using the

F-12
<PAGE>
CHAPMAN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1998 AND SEPTEMBER 30, 1999

9. OMNIBUS STOCK PLAN: (CONTINUED)

Black-Scholes option pricing model. The following assumptions were used for
grants for the year ended December 31, 1998:

<TABLE>
<S> <C>
Risk free interest rate..................................... 4.51%
Expected dividend yield..................................... 0.0%
Expected lives.............................................. 2 years
Expected volatility......................................... 59%
</TABLE>

Options were assumed to be exercised upon vesting for the purposes of this
valuation. Had compensation costs for compensatory options been determined
consistent with SFAS No. 123, the Company's pro forma net loss and earnings per
share information reflected on the accompanying consolidated statements of
operations would have been increased to the following "as adjusted" amount for
the year ended December 31, 1998:

<TABLE>
<S> <C>
Net loss:
As reported............................................... $1,131,000
As adjusted............................................... 1,235,000

Basic earnings:
Per share--
As reported............................................. (.40)
As adjusted............................................. (.44)
</TABLE>

Weighted average fair value of options granted for the year ended
December 31, 1998, was $3.37. The value was calculated using the Black-Scholes
option pricing model.

10. RELATED PARTY TRANSACTIONS:

The Company served as the underwriter for DEM, Inc. (DEM), a registered
non-diversified closed-ended management investment company. CCM provided
investment advisory and administrative services to DEM under an investment
advisory and administrative services agreement which sets forth the services to
be provided and the fees to be charged. The Company purchased 69,000 shares of
DEM stock during 1998. During the fourth quarter of 1998, DEM was dissolved. The
Company recognized a $159,000 loss on trading due to this dissolution.

Listed below are fees and commissions earned from DEM for the year ended
December 31, 1997.

<TABLE>
<S> <C>
Included in continuing operations (underwriting fees)....... $432,000
Included in discontinued operations......................... 139,000
--------
$571,000
========
</TABLE>

As of December 31, 1998 and September 30, 1999, the Company had outstanding
advances to its majority stockholder of $640,000 and $601,000, respectively. The
advances to the majority stockholder are reflected in demand notes, which accrue
interest at 5.5% per annum.

F-13
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of
Chapman Capital Management Holdings, Inc.:

We have audited the accompanying consolidated balance sheet of Chapman
Capital Management Holdings, Inc. (a Maryland corporation) and Subsidiary as of
December 31, 1998, and the related consolidated statements of operations,
changes in stockholders' equity, and cash flows for the two years in the period
ended December 31, 1998. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Chapman
Capital Management Holdings, Inc. and Subsidiary as of December 31, 1998, and
the results of their operations and their cash flows for the two years ended
December 31, 1998, in conformity with generally accepted accounting principles.

Baltimore, Maryland
March 5, 1999

F-14
<PAGE>
CHAPMAN CAPITAL MANAGEMENT HOLDINGS, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 1998 AND SEPTEMBER 30, 1999

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1998 1999
------------ -------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Cash and cash equivalents................................... $4,242,000 $3,103,000
Investments................................................. 150,000 267,000
Management fees receivable:
From proprietary funds.................................... 107,000 132,000
From individually managed accounts........................ 257,000 378,000
Receivables from affiliates................................. 120,000 227,000
Advances to officer......................................... 118,000 367,000
Fixed assets, net........................................... 21,000 56,000
Prepaids and other assets................................... 123,000 171,000
Intangible assets, net...................................... 465,000 294,000
Deferred tax asset.......................................... 45,000 209,000
---------- ----------
Total assets............................................ $5,648,000 $5,204,000
========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses....................... $ 172,000 $ 309,000
Due to affiliated company................................... 285,000 202,000
Noncompete agreement obligation............................. 150,000 150,000
---------- ----------
Total liabilities....................................... 607,000 661,000
---------- ----------
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value, 20,000,000 shares
authorized, 3,351,334 issued and outstanding............ 3,000 3,000
Additional paid-in capital................................ 5,239,000 5,239,000
Accumulated deficit....................................... (201,000) (699,000)
---------- ----------
Total stockholders' equity.............................. 5,041,000 4,543,000
---------- ----------
Total liabilities and stockholders' equity.............. $5,648,000 $5,204,000
========== ==========
</TABLE>

The accompanying notes are an integral part of these consolidated balance
sheets.

F-15
<PAGE>
CHAPMAN CAPITAL MANAGEMENT HOLDINGS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
----------------------- -----------------------
1998 1997 1999 1998
---------- ---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
REVENUE:
Investment management fees.................. $3,136,000 $2,284,000 $3,046,000 $2,344,000
Other income................................ 82,000 3,000 152,000 39,000
---------- ---------- ---------- ----------
Total revenue............................. 3,218,000 2,287,000 3,198,000 2,383,000
---------- ---------- ---------- ----------
OPERATING EXPENSE:
Management fees............................. 1,178,000 869,000 1,109,000 912,000
Compensation and benefits................... 857,000 595,000 836,000 499,000
General and administrative.................. 1,076,000 489,000 1,713,000 680,000
Interest expense............................ 26,000 14,000 6,000 26,000
Amortization and depreciation expense....... 232,000 232,000 196,000 174,000
---------- ---------- ---------- ----------
Total operating expense................... 3,369,000 2,199,000 3,860,000 2,291,000
---------- ---------- ---------- ----------
(Loss) income before income tax benefit
(provision)............................. (151,000) 88,000 (662,000) 92,000
INCOME TAX BENEFIT (PROVISION)................ 45,000 (40,000) 164,000 (33,000)
---------- ---------- ---------- ----------
Net (loss) income......................... $ (106,000) $ 48,000 $ (498,000) $ 59,000
========== ========== ========== ==========
BASIC AND DILUTIVE EARNINGS PER SHARE DATA:
Net (loss) income........................... $ (.04) $ .02 $ (.15) $ .02
========== ========== ========== ==========
Weighted Average Shares Outstanding........... 2,811,000 2,487,000 3,351,000 2,636,000
========== ========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-16
<PAGE>
CHAPMAN CAPITAL MANAGEMENT HOLDINGS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE YEAR ENDED DECEMBER 31, 1998 AND 1997
AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999

<TABLE>
<CAPTION>
TOTAL
ADDITIONAL STOCKHOLDERS'
COMMON PAID-IN ACCUMULATED (DEFICIT)
STOCK CAPITAL DEFICIT EQUITY
-------- ---------- ----------- -------------
<S> <C> <C> <C> <C>
BALANCE, December 31, 1996...................... $2,000 $ -- $(143,000) $ (141,000)
Net Income.................................... -- -- 48,000 48,000
------ ---------- --------- ----------

BALANCE, December 31, 1997...................... 2,000 -- (95,000) (93,000)
Proceeds from initial public offering......... 1,000 5,239,000 -- 5,240,000
Net loss...................................... -- -- (106,000) (106,000)
------ ---------- --------- ----------
BALANCE, December 31, 1998...................... 3,000 5,239,000 (201,000) 5,041,000
Net loss...................................... -- -- (498,000) (498,000)
------ ---------- --------- ----------
BALANCE, September 30, 1999
(Unaudited)................................... $3,000 $5,239,000 $(699,000) $4,543,000
====== ========== ========= ==========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-17
<PAGE>
CHAPMAN CAPITAL MANAGEMENT HOLDINGS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
----------------------- -----------------------
1998 1997 1999 1998
---------- ---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income........................... $ (106,000) $ 48,000 $ (498,000) $ 59,000
Adjustments to reconcile net (loss) income
to net cash (used in) provided by
operating activities:
Depreciation and amortization............. 231,000 232,000 196,000 174,000
Unrealized gain on investments............ -- -- (17,000) --
Deferred tax asset........................ (45,000) -- (164,000) (66,000)
Effect of changes in assets and
liabilities-
Management fees receivable.............. (111,000) (71,000) (146,000) (43,000)
Receivable from affiliates.............. (84,000) (31,000) (107,000) (160,000)
Prepaids and other assets............... (114,000) (4,000) (48,000) (16,000)
Accounts payable and accrued expenses... 21,000 134,000 137,000 132,000
Due to affiliated company............... (516,000) 151,000 (83,000) (801,000)
Income taxes payable.................... (48,000) (134,000) -- (15,000)
Investment in affiliate................. -- -- -- 2,000
---------- ---------- ---------- ----------
Net cash (used in) provided by
operating activities................ (772,000) 325,000 (730,000) (734,000)
---------- ---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of office equipment................ (19,000) (5,000) (60,000) --
Sale of investments......................... 9,000 -- -- --
Purchase of investments..................... (150,000) -- (100,000) --
Advances to officer......................... (46,000) (84,000) (249,000) (44,000)
---------- ---------- ---------- ----------
Net cash used in investing
activities.......................... (206,000) (89,000) (409,000) (44,000)
---------- ---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from initial public offering....... 6,053,000 -- -- 5,245,000
Issuance costs.............................. (814,000) -- -- --
Repayments of loan to officer............... (28,000) (85,000) -- (28,000)
Payment of noncompete agreement............. -- (150,000) -- --
---------- ---------- ---------- ----------
Net cash provided by (used in)
financing activities................ 5,211,000 (235,000) -- 5,217,000
---------- ---------- ---------- ----------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS................................. 4,233,000 1,000 (1,139,000) 4,439,000

CASH AND CASH EQUIVALENTS, beginning of
year........................................ 9,000 8,000 4,242,000 9,000
---------- ---------- ---------- ----------
CASH AND CASH EQUIVALENTS, end of year........ $4,242,000 $ 9,000 $3,103,000 $4,448,000
========== ========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-18
<PAGE>
CHAPMAN CAPITAL MANAGEMENT HOLDINGS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND SEPTEMBER 30, 1999

1. ORGANIZATION:

Chapman Capital Management Holdings, Inc. is an investment advisory and
investment management company.

During February 1998, Chapman Capital Management, Inc. became the
wholly-owned subsidiary of Chapman Capital Holdings Management, Inc. ("CCMH,"
the "Company"), a newly formed corporation. CCMH was the wholly-owned subsidiary
of The Chapman Co. until it spun off from The Chapman Co. as part of the initial
public offering (IPO) of Chapman Holdings, Inc. on February 26, 1998.

The Chapman Co., an affiliated company pays for routine operating expenses
and provides certain management, data processing, accounting and administrative
services to the Company, for which The Chapman Co. is reimbursed. As of
December 31, 1998, and September 30, 1999, the Company owed The Chapman Co.
$285,000 and $202,000, respectively, for the costs of these services. The
Chapman Co. also pays for salary and benefit expenses of which the Company is
allocated a portion. The Chapman Co. allocates those salary and benefit expenses
to the Company based on actual salaries related to the Company and based on cost
sharing arrangements approved by the Board of Directors. These financial
statements may not necessarily be indicative of the financial results that would
have existed had the Company been operated as an unaffiliated corporation.

2. SIGNIFICANT ACCOUNTING POLICIES:

USE OF ESTIMATES

The accompanying financial statements are presented on the accrual basis of
accounting in accordance with generally accepted accounting principles. The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities as of the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

INTERIM FINANCIAL STATEMENTS (UNAUDITED)

The Company's operating results are significantly affected by the size of
the portfolio it manages. The results of operations presented in the
accompanying consolidated financial statements are not necessarily
representative of operations for an entire year and because of the nature of the
Company's operations can be materially different between periods.

Subsequent to September 30, 1999, the Company signed a merger agreement
which is subject to stockholders approval and the completion of an initial
public stock offering of common stock by EChapman.com, among other things, to
merge into a wholly owned subsidiary of EChapman.com. This merger would result
in the Company, Chapman Holdings Inc. and Chapman Insurance Holdings Inc.

F-19
<PAGE>
CHAPMAN CAPITAL MANAGEMENT HOLDINGS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND SEPTEMBER 30, 1999 (CONTINUED)

2. SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)

becoming wholly-owned subsidiaries of EChapman.com. EChapman.com is a newly
formed corporation designed to bring these companies together and to take
advantage of the unique opportunities presented by the growth of the Internet.
EChapman.com is owed by the major stockholder of the Company.

This planned merger and the operations of EChapman.com after the merger are
subject to certain risks. The negative impact from these risks could have
material adverse effects on the future results from operations and financial
position of the Company. These risk items include the fact that EChapman.com has
not launched a website and has no Internet-related operating history; the web
site must be designed, developed, hosted by a service provider and marketed;
EChapman.com must raise at least $20 million from its planned public offering to
complete this merger; the EChapman.com brand must be successful in order for it
to attract users, advertisers and strategic partners; and the success of the
"Domestic Emerging Markets" strategy through the use of the Internet.

In June 1999, one of the four participants in the Company's DEM-MET Trust
decided to withdraw the entire amount of their funds totaling approximately
$11.4 million, or approximately 3.7%, of the total assets managed by the DEM-MET
Trust.

During June 1999, the Company was notified that two of its clients,
accounting for 6.3% and 2.5% of the Company's total revenues respectively, were
withdrawing portions of each of their separate accounts managed by the Company.
The amounts withdrawn, effective June 30, 1999, collectively totaled $66.5
million, or 10.3% of the Company's assets under management as of June 30, 1999.

On July 29, 1999, the Company made a loan of $3,220,000 to Chapman
Holdings, Inc., an affiliate of the Company ("Chapman Holdings"). The loan was
issued pursuant to a demand note that required Chapman Holdings to repay the
amount of the loan upon the Company's demand and with interest due equal to the
broker call rate. Chapman Holdings repaid this loan in full in September 1999.
On July 29, 1999, the Company also advanced the President of the Company
$242,000 pursuant to an unsecured demand note bearing interest at 5.45% per
annum.

The Company agreed to waive certain investment management fees with funds
its has sponsored. It has waived these fees by having its investment management
fee limited to a certain percentage of the average daily net asset balance in
the fund.

ACQUISITION

In December 1996, the Company acquired DEM-MET, a tax-exempt pooled interest
trust for qualified employee benefit plans. As part of the acquisition of this
trust, the Company entered into a noncompete agreement for $300,000 and paid
$640,000 in costs related to acquiring the trust. These amounts are included in
intangible assets (see Note 4).

During the years ended December 31, 1998 and 1997, and the nine months ended
September 30, 1999 and 1998, the Company paid Bankers Trust management fees for
managing the trust. Those fees are included in management fees in the
accompanying statements of operations for the years ended December 31, 1998 and
1997, and the nine months ended September 30, 1999 and 1998.

F-20
<PAGE>
CHAPMAN CAPITAL MANAGEMENT HOLDINGS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND SEPTEMBER 30, 1999 (CONTINUED)

2. SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)

CASH AND CASH EQUIVALENTS

Included in cash and cash equivalents as of December 31, 1998, and
September 30, 1999, is $4,046,000 and $3,030,000, respectively, of cash invested
in the Chapman U.S. Treasury Money Fund, a fund managed by Chapman Capital
Management, Inc.

INVESTMENTS

Investments consist of common stock ownership in an investment company which
cost approximates market value.

OFFICE EQUIPMENT

FINANCIAL INSTRUMENTS

The carrying amounts reported in the consolidated balance sheet for cash,
investments, receivables, accounts payable and accrued expenses approximate fair
value.

EARNINGS PER SHARE

As of December 31, 1997, the Company adopted Financial Accounting Standards
Board Statement No. 128, "Earnings Per Share" (SFAS No. 128). Under SFAS
No. 128, a company must disclose basic earnings per share (the principal
difference being that common stock equivalence would not be considered in the
compilation of basic earnings per share) and diluted earnings per share. The
Company adopted this pronouncement which required restatement of all prior
periods presented.

Earnings per share are based on the weighted average number of common and
dilutive common equivalent shares outstanding during the period the calculation
is made. Common equivalent shares consist of shares issuable upon the exercise
of stock warrants, using the treasury stock method. The weighted average shares
outstanding for the years ended December 31, 1998 and 1997, and the nine months
ended September 30, 1999 and 1998, are 2,811,000, 2,487,000, 3,351,000 and
2,636,000, respectively.

SEGMENT REPORTING

The Company adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information" as of December 31, 1998, and has determined
that the Company has only one segment, investment advisory and investment
management services. The Company came to this conclusion because the Company
operates in one regulatory environment and has only one management group that
manages the entire Company. Information on the Company's operating results are
provided as one segment to the key decision-maker to make decisions.

F-21
<PAGE>
CHAPMAN CAPITAL MANAGEMENT HOLDINGS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND SEPTEMBER 30, 1999 (CONTINUED)

2. SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)

COMPREHENSIVE INCOME

The Company has adopted SFAS No. 130, "Reporting Comprehensive Income" and
has determined that the Company does not have any comprehensive income
adjustments for the periods presented, and therefore, comprehensive income
equals net income.

INCOME TAXES

Prior to the Company being spun off from its Parent, the Company was
included in the consolidated Federal income tax return of its Parent on a cash
basis. The Parent allocated Federal tax expense to the Company based on its
portion of consolidated taxable income and its taxes on that income if the
Company were taxed on a stand-alone basis.

RECLASSIFICATIONS

Certain reclassifications have been made to 1997 financial statements to
conform to 1998 financial statement presentation.

3. INITIAL PUBLIC OFFERING:

On August 14, 1998, the Company consummated an initial public offering (the
Offering) of its common stock, pursuant to which the Company sold 864,791 shares
and received net proceeds, after offering costs, of approximately $5,240,000.

4. INTANGIBLE ASSETS:

Intangible assets consists of a noncompete agreement and acquisition costs
(see Note 2). The $300,000 noncompete agreement is being amortized over
3 years, the term of the agreement. The $640,000 in acquisition costs is being
amortized over 5 years. The noncompete agreement will be paid in two equal
installments, payable on demand. Accumulated amortization as of December 31,
1998 and September 30, 1999, is $475,000 and $646,000, respectively.

5. COMMON STOCK:

During 1998, the Company effected a 25% stock split effected as a stock
dividend. As such, all share data related to the Company prior to the stock
split have been restated.

6. TRANSACTIONS WITH AFFILIATES:

The Company provides investment advisory and administrative services to The
Chapman Funds, Inc. (the Funds), an affiliated group of mutual funds, under an
investment advisory and administrative services agreement which sets forth the
services to be provided and the fees to be charged. The agreement also provides
that expense reimbursements be made to the Funds for specified

F-22
<PAGE>
CHAPMAN CAPITAL MANAGEMENT HOLDINGS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND SEPTEMBER 30, 1999 (CONTINUED)

6. TRANSACTIONS WITH AFFILIATES: (CONTINUED)

expenses and to the extent that any Funds' expenses exceed specified
limitations. Included in the accompanying statements of operations for the years
ended December 31, 1998 and 1997 and the nine months ended September 30, 1999
and 1998, are advisory management fees related to The Chapman Funds totaling
$260,000, $145,000, $353,000 and $100,000, respectively.

The Company provided investment advisory and administrative services to
DEM, Inc. (DEM), a registered non-diversified closed-ended management investment
company, under an investment advisory and administrative services agreement
which sets forth the services to be provided and the fees to be charged. During
the fourth quarter of 1998, DEM was dissolved. Included in the accompanying
statements of operations for the years ended December 31, 1998 and 1997 and the
nine months ended September 30, 1999 and 1998, is an advisory management fee
related to DEM totaling $150,000, $139,000, $-0- and $149,000, respectively.

Included in management fees receivable as of December 31, 1998, and
September 30, 1999, is $107,000 and $132,000, respectively, due from proprietary
funds for services provided under the above described agreement.

Included in receivables from affiliates as of December 31, 1998, and
September 30, 1999, is $32,000 and $26,000, respectively, due from Chapman
Insurance Agency ("CIA") for expenses paid on their behalf. Also included in
receivables from affiliates as of December 31, 1998, is $88,000 due from newly
created funds using the DEM strategy. The receivable from these new funds
represents reimbursement of start-up costs paid on their behalf. As of
September 30, 1999, the $88,000 receivable was written off as the Company
believed this receivable was no longer realizable.

As of December 31, 1998 and September 30, 1999, the Company had outstanding
advances to the majority stockholder of the Company of $118,000 and $367,000,
respectively.

The Chapman Co. has entered into an agreement in which it leases furniture
and equipment from Chapman Limited Partnership, an entity in which certain
officers and stockholders of The Chapman Co. are partners. The Chapman Co.
allocates a portion of the $9,846 monthly payment to the Company based on the
space used by the Company. The Chapman Co. allocated $59,000, $39,000, $45,000
and $30,000 in lease expense for the years ended December 31, 1998 and 1997, and
the nine months ended September 30, 1999 and 1998, respectively. These amounts
are included in other operating expenses in the statements of operations for the
years ended December 31, 1998 and 1997, and the nine months ended September 30,
1999 and 1998, respectively.

F-23
<PAGE>
CHAPMAN CAPITAL MANAGEMENT HOLDINGS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND SEPTEMBER 30, 1999 (CONTINUED)

7. INCOME TAXES:

A reconciliation of the statutory income taxes to the recorded income tax
(benefit) provision for the years ended December 31, 1998 and 1997, is as
follows:

<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
Statutory tax (at 35% rate)................................. $(53,000) $31,000
Effect of state income taxes................................ (8,000) 4,000
Effect of graduated tax rate................................ 6,000 --
Effect of permanent book to tax differences................. 10,000 5,000
-------- -------
Income tax (benefit) provision.............................. $(45,000) $40,000
======== =======
</TABLE>

The components of the income tax (benefit) provision for the years ended
December 31, 1998 and 1997, are as follows:

<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
Current..................................................... $ -- $40,000
Deferred.................................................... (45,000) --
-------- -------
Income tax (benefit) provision.............................. $(45,000) $40,000
======== =======
</TABLE>

The Company's deferred income tax assets as of December 31, 1998, consists
of the following:

<TABLE>
<S> <C>
Deferred tax asset:
NOL carryforward.......................................... $25,000
Other..................................................... 20,000
-------
Net deferred tax asset recorded on the consolidated
balance sheet........................................ $45,000
=======
</TABLE>

8. STATEMENT OF CASH FLOWS--SUPPLEMENTAL DISCLOSURE:

Supplemental cash flow disclosures for the years ended December 31, 1998 and
1997 and the nine months ended September 30, 1998 and 1999, were as follows:

<TABLE>
<CAPTION>
FOR THE NINE MONTHS
FOR THE YEAR ENDED ENDED
DECEMBER 31, SEPTEMBER 30,
----------------------- ------------------------
(UNAUDITED)
1998 1997 1998 1999
-------- -------- -------- ---------
<S> <C> <C> <C> <C>
Cash paid for:
Interest...................................... $ 25,000 $ 5,000 $25,000 $6,000
Income taxes.................................. 114,000 174,000 -- --
</TABLE>

9. CONCENTRATION OF CREDIT RISKS:

One client accounted for 59% of the Company's advisory and administrative
fees during the year ended December 31, 1998. Two clients accounted for 72% of
the Company's advisory and administrative fees for the year ended December 31,
1997. As of December 31, 1998, receivables due from this client were $68,000.

F-24
<PAGE>
CHAPMAN CAPITAL MANAGEMENT HOLDINGS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND SEPTEMBER 30, 1999 (CONTINUED)

10. STOCK OPTIONS PLANS:

In 1998, the Company established the Chapman Capital Management
Holdings, Inc. Omnibus Stock Plan (the Plan) to enable the Company to grant
stock options to the Company's directors, officers, employees and consultants.
Under the Plan, 150,000 shares of common stock have been reserved for issuance
upon exercise of stock options granted. On May 14, 1999, there were 24,000 stock
options issued at a stock price range of $8.38 to $9.22 per share. These options
expire over a three-year period and vest immediately. The common stock
equivalents of these options was not included in the diluted earnings per share
as the stock options are antidilutive.

F-25
<PAGE>
EChapman.com

BALANCE SHEETS

AS OF MAY 14, 1999 AND SEPTEMBER 30, 1999
(Unaudited)

<TABLE>
<CAPTION>
MAY 14, SEPTEMBER 30,
1999 1999
-------- -------------
<S> <C> <C>
ASSETS:
Prepaids and other assets................................. $ -- $ 18,000
-------- --------
Total assets............................................ $ -- $ 18,000
======== ========

LIABILITIES AND STOCKHOLDER'S DEFICIT:
Accounts payable and accrued expenses..................... $ -- $238,000
-------- --------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDER'S DEFICIT:
Common stock, $.001 par value, 50,000,000 shares
authorized, 1 share issued and outstanding.............. -- --
Accumulated deficit....................................... -- (220,000)
-------- --------
Total stockholder's deficit............................. -- (220,000)
-------- --------
Total liabilities and stockholder's deficit............. $ -- $ 18,000
======== ========
</TABLE>

The accompanying notes are an integral part of these balance sheets.

F-26
<PAGE>
ECHAPMAN.COM

STATEMENT OF OPERATIONS

FOR THE PERIOD MAY 14, 1999 (INCEPTION) TO SEPTEMBER 30, 1999

(UNAUDITED)

<TABLE>
<CAPTION>
1999
---------
<S> <C>
REVENUE..................................................... $ --
---------

EXPENSE:
Compensation and benefits................................. 89,000
Other operating expense................................... 131,000
---------
Total expense........................................... 220,000
---------
Loss before income tax.................................. (220,000)
INCOME TAX.................................................. --
---------
Net loss................................................ $(220,000)
=========
</TABLE>

The accompanying notes are an integral part of this statement.

F-27
<PAGE>
ECHAPMAN.COM

STATEMENT OF CHANGES IN STOCKHOLDER'S DEFICIT

FOR THE PERIOD MAY 14, 1999 (INCEPTION) TO SEPTEMBER 30, 1999

(UNAUDITED)

<TABLE>
<CAPTION>
TOTAL STOCKHOLDER'S
COMMON STOCK ACCUMULATED DEFICIT DEFICIT
------------ ------------------- -------------------
<S> <C> <C> <C>
May 14, 1999.................................. $ -- $ -- $ --
Net loss for the period....................... -- (220,000)
--------- --------- ---------
September 30, 1999............................ $ -- $(220,000) $(220,000)
========= ========= =========
</TABLE>

The accompanying notes are an integral part of this statement.

F-28
<PAGE>
ECHAPMAN.COM

NOTE TO UNAUDITED FINANCIAL STATEMENTS

SEPTEMBER 30, 1999

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

EChapman.com (the Company) was formed on May 14, 1999. The Company was
formed to acquire the existing businesses of Chapman Holdings, Inc., Chapman
Capital Management Holdings, Inc., and Chapman Insurance Holdings, Inc., (the
majority stockholder of these 3 companies is the sole stockholder of the
Company) and to take advantage of the opportunities presented by the growth in
the Internet. The Company's web site, EChapman.com, is currently under
development. The web site will offer both financial services and a variety of
lifestyle, educational and cultural content selected to appeal particularly to
African-Americans, Asian-Americans, Hispanic-Americans and women. These groups
are collectively referred to as Domestic Emerging Markets (DEM). The Company is
planning an initial public offering to sell 3,333,333 shares of common stock.
The proceeds will be used to complete the design and development of the web
site, to promote eChapman.com and the DEM strategy, and for working capital to
support planned growth of the Company and other general corporate expenses.

The Company did not have any operations, except for organizational matters,
up until June 30, 1999. The operations of the Company since July 1, 1999, mainly
include costs incurred for salary and benefit expenses and professional fees
related to organizing the Company and designing and developing its web site. As
of September 30, 1999, the Company has not recorded a tax benefit related to its
loss.

The financial statements for the period from May 14, 1999 (inception) to
September 30, 1999 are unaudited. As permitted under the applicable rules and
regulations of the Securities and Exchange Commission, these financial
statements do not include all disclosures normally included with audited
financial statements. The results of operations presented in the accompanying
financial statements are not necessarily representative of operations for an
entire year and because of the nature of the Company's operations can be
materially different between periods.

Subsequent to September 30, 1999, the Company signed a merger agreement to
acquire Chapman Holdings, Inc., Chapman Capital Management Holdings, Inc. and
Chapman Insurance Holdings, Inc.

The operations of the Company are subject to certain risks. The negative
impact from these risks could have material adverse effects on the future
results from operations and financial position of the Company. These risk items
include the fact that EChapman.com has no Internet-related operating history;
the web site must be designed, developed, hosted by a service provider and
marketed; EChapman.com must raise at least $20 million from its planned public
offering to complete this merger; the EChapman.com brand must be successful in
order for it to attract users, advertisers and strategic partners; and the
success of the "Domestic Emerging Markets" strategy through the use of the
Internet.

F-29
<PAGE>
ANNEX I

AGREEMENT AND PLAN

OF MERGER

BY AND AMONG

ECHAPMAN.COM, INC.,

CCMH MERGER SUBSIDIARY, INC.

AND

CHAPMAN CAPITAL MANAGEMENT HOLDINGS, INC.

I-1
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
--------
<S> <C> <C>
ARTICLE I.................................................................... 1
SECTION 1.1. THE MERGER.................................................. 1
SECTION 1.2. EFFECTIVE TIME OF THE MERGER................................ 1
ARTICLE II................................................................... 2
SECTION 2.1. CHARTER..................................................... 2
SECTION 2.2. BY-LAWS..................................................... 2
SECTION 2.3. EFFECT OF THE MERGER........................................ 2
SECTION 2.4. DIRECTORS................................................... 2
SECTION 2.5. OFFICERS.................................................... 2
ARTICLE III.................................................................. 3
SECTION 3.1. CONVERSION OF CCMH SHARES IN THE MERGER..................... 3
SECTION 3.2. CONSIDERATION............................................... 4
SECTION 3.3. EXCHANGE OF CERTIFICATES.................................... 4
SECTION 3.4. NO FRACTIONAL SECURITIES.................................... 6
SECTION 3.5. CLOSING..................................................... 6
SECTION 3.6. CLOSING OF CCMH'S TRANSFER BOOKS............................ 7
ARTICLE IV................................................................... 7
SECTION 4.1. ORGANIZATION................................................ 7
SECTION 4.2. CAPITALIZATION.............................................. 7
SECTION 4.2. AUTHORITY; NON-CONTRAVENTION; APPROVALS..................... 8
SECTION 4.4. ABSENCE OF UNDISCLOSED LIABILITIES.......................... 9
SECTION 4.5. ABSENCE OF LITIGATION....................................... 9
SECTION 4.6. REGISTRATION STATEMENT AND PROXY STATEMENT.................. 9
SECTION 4.7. COMPLIANCE WITH AGREEMENTS.................................. 10
SECTION 4.8. ECHAPMAN STOCKHOLDERS' APPROVAL............................. 10
SECTION 4.9. BROKERS AND FINDERS......................................... 10
SECTION 4.10. CHAPMAN CAPITAL MANAGEMENT HOLDINGS, INC.................... 10
SECTION 4.11. ANTI-TAKEOVER STATUTES...................................... 11
ARTICLE V.................................................................... 11
SECTION 5.1. ORGANIZATION AND QUALIFICATION.............................. 11
SECTION 5.2. CAPITALIZATION.............................................. 11
SECTION 5.3. SUBSIDIARIES................................................ 12
SECTION 5.4. AUTHORITY; NON-CONTRAVENTION; APPROVALS..................... 12
SECTION 5.5. SECURITIES REPORTS AND FINANCIAL STATEMENTS................. 13
SECTION 5.6. ABSENCE OF UNDISCLOSED LIABILITIES.......................... 14
SECTION 5.7. ABSENCE OF CERTAIN CHANGES OR EVENTS........................ 14
SECTION 5.8. ABSENCE OF LITIGATION....................................... 14
SECTION 5.9. REGISTRATION STATEMENT AND PROXY STATEMENT.................. 15
SECTION 5.10. NO VIOLATION OF LAW......................................... 15
SECTION 5.11. COMPLIANCE WITH AGREEMENTS.................................. 15
SECTION 5.12. TAXES....................................................... 16
SECTION 5.13. EMPLOYEE BENEFITS PLANS; ERISA.............................. 16
SECTION 5.14. LABOR CONTROVERSIES......................................... 18
SECTION 5.15. TITLE TO ASSETS............................................. 18
SECTION 5.16. CCMH STOCKHOLDERS' APPROVAL................................. 19
SECTION 5.17. TRADEMARKS AND INTELLECTUAL PROPERTY COMPLIANCE............. 19
SECTION 5.18. MATERIAL AGREEMENTS......................................... 19
SECTION 5.19. INSURANCE................................................... 19
</TABLE>

I-2
<PAGE>

<TABLE>
<CAPTION>
PAGE
--------
<S> <C> <C>
SECTION 5.20. BROKERS AND FINDERS......................................... 19
SECTION 5.21. CERTAIN TRANSACTIONS........................................ 19
SECTION 5.22. OPINION OF FINANCIAL ADVISOR................................ 20
SECTION 5.22. ANTI-TAKEOVER STATUTES...................................... 20
ARTICLE VI................................................................... 20
SECTION 6.1. CONDUCT OF BUSINESS BY CCMH PENDING THE MERGER.............. 20
SECTION 6.2. CONDUCT OF BUSINESS BY ECHAPMAN PENDING THE MERGER.......... 22
SECTION 6.3. CONTROL OF CCMH'S OPERATIONS................................ 22
SECTION 6.4. CONTROL OF ECHAPMAN'S OPERATIONS............................ 22
SECTION 6.5. ACQUISITION TRANSACTIONS.................................... 23
ARTICLE VII.................................................................. 23
SECTION 7.1. ACCESS TO INFORMATION....................................... 24
SECTION 7.2. STOCKHOLDERS' APPROVAL...................................... 24
SECTION 7.3. AFFILIATES OF CCMH.......................................... 24
SECTION 7.4. EXPENSES AND FEES........................................... 25
SECTION 7.5. AGREEMENT TO COOPERATE...................................... 25
SECTION 7.6. PUBLIC STATEMENTS........................................... 25
SECTION 7.7. NOTIFICATION OF CERTAIN MATTERS............................. 26
SECTION 7.8. PROXY STATEMENT/PROSPECTUS AND REGISTRATION STATEMENT....... 26
SECTION 7.9. TAX-FREE TREATMENT OF MERGER................................ 26
SECTION 7.10. DIRECTORS' AND OFFICERS' INDEMNIFICATION.................... 26
SECTION 7.11. AMENDMENT TO CHI MERGER AGREEMENT........................... 27
ARTICLE VIII................................................................. 28
SECTION 8.1. CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE
MERGER...................................................... 28
SECTION 8.2. ADDITIONAL CONDITIONS TO OBLIGATION OF CCMH TO EFFECT THE
MERGER...................................................... 29
SECTION 8.3. ADDITIONAL CONDITIONS TO OBLIGATIONS OF ECHAPMAN AND MERGER
SUBSIDIARY TO EFFECT THE MERGER............................. 30
ARTICLE IX................................................................... 30
SECTION 9.1. TERMINATION................................................. 30
SECTION 9.2. EFFECT OF TERMINATION....................................... 31
SECTION 9.3. AMENDMENT................................................... 31
SECTION 9.4. WAIVER...................................................... 31
ARTICLE X.................................................................... 31
SECTION 10.1. NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES.............. 31
SECTION 10.2. NOTICES..................................................... 32
SECTION 10.3. INTERPRETATION.............................................. 33
SECTION 10.4. MISCELLANEOUS............................................... 33
SECTION 10.5. COUNTERPARTS................................................ 33
SECTION 10.6. PARTIES IN INTEREST......................................... 33
SECTION 10.7. EXHIBITS AND SCHEDULES...................................... 33
SECTION 10.8. SEVERABILITY................................................ 33
SECTION 10.9. DEFINITION OF KNOWLEDGE..................................... 34
</TABLE>

I-3
<PAGE>
AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (the "Agreement"), made this 15(th) day of
November, 1999, by and among EChapman.com, Inc., a Maryland corporation
("EChapman"), CCMH Merger Subsidiary, Inc., a Maryland corporation and wholly
owned subsidiary of EChapman ("Merger Subsidiary"), and Chapman Capital
Management Holdings, Inc., a Maryland corporation ("CCMH").

W I T N E S S E T H:

WHEREAS, the respective Boards of Directors of EChapman and CCMH have each
determined that the merger of CCMH with and into Merger Subsidiary (the
"Merger") is consistent with and in furtherance of the long-term business
strategy of EChapman and CCMH and subject to receipt of the fairness opinion
referred to hereinafter is fair to, and in the best interests of, CCMH and its
stockholders;

WHEREAS, the respective Boards of Directors of EChapman, Merger Subsidiary
and CCMH have each approved the Merger, upon the terms and subject to the
conditions set forth herein; and

WHEREAS, EChapman, Merger Subsidiary and CCMH intend to qualify the Merger
as a tax-free reorganization under the provisions of Section 368 of the Internal
Revenue Code of 1986, as amended (the "Code").

NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements contained herein, the parties hereto, intending to be
legally bound, agree as follows:

ARTICLE I
THE MERGER

SECTION 1.1. THE MERGER. Upon the terms and subject to the conditions of
this Agreement, at the Effective Time (as defined in Section 1.2) in accordance
with the Maryland General Corporation Law (the "MGCL"), CCMH shall be merged
with and into Merger Subsidiary and the separate corporate existence of CCMH
shall thereupon cease. Merger Subsidiary shall be the surviving corporation
under the name Chapman Capital Management Holdings, Inc. in the Merger and is
hereinafter sometimes referred to as the "Surviving Corporation." The Surviving
Corporation will be governed by laws of the State of Maryland as a direct,
wholly owned subsidiary of EChapman.

SECTION 1.2. EFFECTIVE TIME OF THE MERGER. The Merger shall become
effective at such time (the "Effective Time") as shall be stated in Articles of
Merger, in a form mutually acceptable to EChapman and CCMH, to be filed with the
State Department of Assessments and Taxation of Maryland (the "SDAT") in
accordance with the MGCL (the "Merger Filing"). The Merger Filing shall be made
simultaneously with or as soon as practicable after the Closing (as defined in
Section 3.5) of the transactions contemplated by this Agreement.

ARTICLE II
THE SURVIVING CORPORATION

SECTION 2.1. CHARTER. The Charter of Merger Subsidiary, as in effect
immediately prior to the Effective Time, except that the name of the Surviving
Corporation will change to Chapman Capital Management Holdings, Inc., shall be
the Charter of the Surviving Corporation until duly amended in accordance with
applicable law.

SECTION 2.2. BY-LAWS. The By-laws of Merger Subsidiary, as in effect
immediately prior to the Effective Time, shall be the By-laws of the Surviving
Corporation until duly amended in accordance with applicable law.

I-4
<PAGE>
SECTION 2.3. EFFECT OF THE MERGER. At the Effective Time, the effect of
the Merger shall be as provided in this Agreement and the applicable provisions
of the MGCL. Without limiting the generality of the foregoing, and subject
thereto, at the Effective Time, except as otherwise provided herein, all the
property, rights, privileges, powers and franchises of Merger Subsidiary and
CCMH shall vest in the Surviving Corporation, all debts, liabilities and duties
of Merger Subsidiary and CCMH shall become the debts, liabilities and duties of
the Surviving Corporation in the same manner as if the Surviving Corporation had
itself incurred them, and the separate corporate existence of Merger Subsidiary
with all its rights, privileges, immunities, powers and franchises shall
continue unaffected by the Merger, except as set forth herein.

SECTION 2.4. DIRECTORS. The directors of Merger Subsidiary immediately
prior to the Effective Time shall be the initial directors of the Surviving
Corporation and shall hold office until their respective successors are duly
elected and qualified in accordance with the Charter and By-laws of the
Surviving Corporation, or their earlier death, resignation or removal.

SECTION 2.5. OFFICERS. The officers of Merger Subsidiary immediately prior
to the Effective Time shall be the initial officers of the Surviving Corporation
and shall serve as the officers of the Surviving Corporation at the pleasure of
the Board of Directors of the Surviving Corporation.

ARTICLE III
CONVERSION OF SHARES

SECTION 3.1. CONVERSION OF CCMH SHARES IN THE MERGER. Subject to
Section 3.4 regarding fractional shares, at the Effective Time, by virtue of the
Merger and without any action on the part of any holder of any shares of CCMH's
common stock, par value $0.001 per share ("CCMH Common Stock"):

(a) Each share of CCMH Common Stock issued and outstanding immediately
prior to the Effective Time, other than CCMH Common Stock owned by EChapman
or Merger Subsidiary or owned by an Objecting Stockholder (as defined in
Section 3.1(c)) shall be converted in accordance with Section 3.3 into the
right to receive the Merger Consideration (as defined in Section 3.2).

(b) Each share of CCMH Common Stock owned by EChapman or Merger
Subsidiary (each a "Non-Converting Share") immediately prior to the
Effective Time, if any, shall be cancelled and extinguished without
conversion thereof into EChapman Shares (as defined in Section 3.2(a)) or
payment therefor.

(c) Any holder (an "Objecting Stockholder") of CCMH Common Stock
("Objecting Shares") who files with CCMH a written objection to the proposed
Merger at or before the stockholders' meeting at which the proposed Merger
will be considered, whose shares are not voted in favor of the approval of
the Merger at the meeting of CCMH stockholders at which the Merger is
approved, and who, within twenty (20) days after the Effective Time (which
time will be set forth in a notice provided to any such stockholder by
EChapman and Merger Subsidiary by certified mail, return receipt requested
pursuant to Section 3-207(b) of the MGCL), makes a written demand upon
Merger Subsidiary for payment for such Objecting Shares, accompanied by a
surrender of the certificates for such Objecting Shares, all pursuant to the
provisions of Title 3, Subtitle 2 of the MGCL, or any successor statute
thereto, shall be entitled to receive from Merger Subsidiary in cash the
fair value of such Objecting Shares determined in accordance with the
aforesaid provisions of the MGCL, or any successor statute thereto. The
amount paid to any Objecting Stockholder shall be debited against the
capital accounts of Merger Subsidiary. If any Objecting Stockholder objects
to the Merger and demands payment in cash for his Objecting Shares as
aforesaid, EChapman shall pay to Merger Subsidiary, as a contribution to its
capital, cash

I-5
<PAGE>
at a price per share equal to the price per share paid by Merger Subsidiary
to such Objecting Stockholder.

(d) Each unexpired option to purchase CCMH Common Stock ("CCMH
Options") that is outstanding at the Effective Time shall be converted into
an option to purchase the number of EChapman Shares (as defined in
Section 3.2) equal to the number of shares of CCMH Common Stock which could
be acquired upon the exercise of such CCMH Options multiplied by the
Exchange Ratio (as defined in Section 3.2), at an exercise price per share
equal to the per share exercise price of such CCMH Options divided by the
Exchange Ratio rounded to the nearest whole cent and in any case an amount
which, is not less than the par value, if any, of EChapman Shares (the
"Exchanged Options"). EChapman shall maintain sufficient authorized shares
of stock to issue EChapman Shares that will become issuable upon the
exercise of the Exchanged Options.

(e) At the Effective Time, each issued and outstanding share of common
stock, par value $.001 per share, of Merger Subsidiary shall remain
outstanding.

(f) No share of CCMH Common Stock shall be deemed to be outstanding or
to have any rights other than those set forth in this Section 3.1 after the
Effective Time unless specified by applicable provisions of the MGCL.

SECTION 3.2. CONSIDERATION.

(a) The consideration to be issued to each holder of CCMH Common Stock
in the Merger ("Merger Consideration") will be that number of shares of
EChapman common stock, par value $0.001 per share ("EChapman Shares"), which
is determined by multiplying the Exchange Ratio (as defined below) by the
number of shares of CCMH Common Stock held by such holder of CCMH Common
Stock on the Closing Date (as defined in Section 3.5). The "Exchange Ratio"
shall equal 2.23363 EChapman Shares for each share of CCMH Common Stock.

(b) No fractional EChapman Shares shall be issued, and, in lieu
thereof, a Fractional Share Payment shall be made (as defined in
Section 3.4).

(c) The Merger Consideration shall be subject to equitable adjustment
in the event of any stock split, stock dividend, reverse stock split or
other change (other than pursuant to exercises of outstanding options) in
the number of EChapman Shares or CCMH Common Stock outstanding prior to
Closing.

SECTION 3.3. EXCHANGE OF CERTIFICATES.

(a) Except as otherwise provided in Section 3.1(c) or by the MGCL, from
and after the Effective Time, all CCMH Common Stock shall no longer be
outstanding and shall automatically be cancelled and retired and shall cease
to exist, and each holder of a certificate representing shares of CCMH
Common Stock shall cease to have any rights with respect thereto, except the
right to receive in exchange therefor, upon surrender thereof to a bank or
trust company designated by EChapman and acceptable to CCMH (the "Exchange
Agent"), a certificate representing EChapman Shares to which such holder is
entitled pursuant to Section 3.1 plus the Fractional Share Payment.
Notwithstanding any other provision of this Agreement, until holders or
transferees of certificates theretofore representing shares of CCMH Common
Stock have surrendered them for exchange as provided herein, no dividends or
other distributions declared or made after the Effective Time with respect
to EChapman Shares with a record date after the Effective Time shall be paid
with respect to any EChapman Shares represented by such certificates and no
Fractional Share Payment shall be made. Upon surrender of a certificate
which immediately prior to the Effective Time represented shares of CCMH
Common Stock, there shall be paid to the holder of such certificate by
EChapman without interest, (i) promptly, the amount of any Fractional Share
Payment with respect to a fractional EChapman Share to which such holder is
entitled, (ii) except as provided in (iii), below, the amount of dividends
or other distributions

I-6
<PAGE>
(without interest) with a record date after the Effective Time which
theretofore became payable with respect to whole EChapman Shares, and
(iii) at the appropriate payment date, the amount of dividends or other
distributions, with a record date after the Effective Time but prior to
surrender and a payment date occurring after surrender, payable with respect
to such whole EChapman Shares.

(b) If any EChapman Shares are to be issued in a name other than that
in which the certificate for shares of CCMH Common Stock surrendered in
exchange therefor is registered, it shall be a condition of such exchange
that the certificate so surrendered shall be properly endorsed and otherwise
in proper form for transfer and the person requesting such exchange shall
have paid to EChapman or the Exchange Agent any applicable transfer or other
taxes required by reason of such issuance.

(c) As of the Effective Time, EChapman shall deposit, or cause to be
deposited, with the Exchange Agent, for the account of Merger Subsidiary,
the number of EChapman Shares required to effect the exchanges referred to
in paragraph (a) above, and cash for purposes of the Fractional Share
Payment. EChapman shall thereafter from time to time deposit, or cause to be
deposited, with the Exchange Agent cash for payment of any dividend or
distributions in respect of such EChapman Shares with a record date after
the Effective Time.

(d) As soon as reasonably practicable after the Effective Time,
EChapman or the Surviving Corporation shall cause the Exchange Agent to mail
to each holder of record as of the Effective Time of a certificate or
certificates that immediately prior to the Effective Time represented
outstanding shares of CCMH Common Stock (the "CCMH Certificates"), whose
shares were converted into the right to receive EChapman Shares (i) a letter
of transmittal (which shall specify that delivery shall be effected, and
risk of loss and title to CCMH Certificates shall pass, only upon delivery
of CCMH Certificates to the Exchange Agent), and (ii) instructions for use
in effecting the surrender of CCMH Certificates in exchange for EChapman
Shares. Upon surrender of a CCMH Certificate for cancellation to the
Exchange Agent, together with a duly executed letter of transmittal, the
holder of such CCMH Certificate shall be entitled to receive in exchange
therefor a certificate representing that number of whole EChapman Shares
into which the shares of CCMH Common Stock theretofore represented by CCMH
Certificates so surrendered shall have been converted pursuant to the
provisions of Section 3.1, and CCMH Certificates so surrendered shall be
cancelled. Notwithstanding the foregoing, neither the Exchange Agent nor any
party hereto shall be liable to a holder of shares of CCMH Common Stock for
any EChapman Shares or dividends or distributions thereon delivered to a
public official pursuant to applicable abandoned property, escheat or
similar laws.

(e) Promptly following the date which is six (6) months after the
Effective Time, EChapman or the Surviving Corporation shall cause the
Exchange Agent to deliver to EChapman all certificates, property and other
documents in its possession relating to the transactions described in this
Agreement. Thereafter, each holder of a CCMH Certificate may surrender such
CCMH Certificate to EChapman and (subject to applicable abandoned property,
escheat and similar laws) receive in exchange therefor a certificate
representing EChapman Shares to which such person is entitled, any dividends
or distributions with respect to the EChapman Shares and any Fractional
Share Payment, in each case without any interest thereon. Notwithstanding
the foregoing, none of the Exchange Agent, EChapman, Merger Subsidiary, or
the Surviving Corporation shall be liable to a holder of CCMH Common Stock
for any EChapman Shares delivered to a public official pursuant to
applicable abandoned property, escheat and similar laws.

(f) In the event any CCMH Certificate shall have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person
claiming such CCMH Certificate to be lost, stolen or destroyed, and the
posting of a bond by such person in such amount as EChapman may direct

I-7
<PAGE>
as indemnity against any claim that may be made against it or the Exchange
Agent with respect to such CCMH Certificate, the Exchange Agent, EChapman or
the Surviving Corporation, as the case may be, shall issue in exchange for
such lost, stolen or destroyed CCMH Certificate, a certificate representing
the proper number of EChapman Shares deliverable in respect thereof
determined in accordance with this Section 3.3, and cash for the Fractional
Share Payment and any other dividends or distributions in respect of
EChapman Shares with a record date after the Effective Time.

SECTION 3.4. NO FRACTIONAL SECURITIES. No fractional EChapman Shares shall
be issued in the Merger and no stock dividend, stock split or interest shall
relate to any fractional security, and such fractional share interests shall not
entitle the owner thereof to vote or to any other rights of a security holder.
In lieu of any such fractional shares, each holder of CCMH Common Stock, who
would otherwise have been entitled to receive a certificate representing a
fractional EChapman Share upon surrender of CCMH Certificates for exchange
pursuant to this Article III, shall be entitled to receive from the Exchange
Agent a cash payment (the "Fractional Share Payment") equal to the product of
the fractional share interest to which such holder would otherwise be entitled
multiplied by $34.

SECTION 3.5. CLOSING. The closing (the "Closing") of the transactions
contemplated by this Agreement shall take place at the offices of Venable,
Baetjer and Howard, LLP, Suite 1800, 2 Hopkins Plaza, Baltimore, MD 21201, on
the day of CCMH's Stockholders' Approval as such term is defined in
Section 7.2, below, or at such other time and place as EChapman and CCMH shall
reasonably agree (the date on which the Closing occurs is referred to in this
Agreement as the "Closing Date").

SECTION 3.6. CLOSING OF CCMH'S TRANSFER BOOKS. At the Effective Time, the
stock transfer books of CCMH shall be closed and no transfer of shares of CCMH
Common Stock which were outstanding immediately prior to the Effective Time
shall thereafter be made. From and after the Effective Time, the holders of CCMH
Certificates representing shares of CCMH Common Stock outstanding immediately
prior to the Effective Time shall cease to have any rights as stockholders of
CCMH, except as otherwise provided herein or by law. If, after the Effective
Time, subject to the terms and conditions of this Agreement, CCMH Certificates
formerly representing CCMH Common Stock are presented to the Exchange Agent,
EChapman or Surviving Corporation, as the case may be, they shall be cancelled
and exchanged for certificates representing EChapman Shares and cash for the
Fractional Share Payment and any other dividends or distributions in respect of
EChapman Shares with a record date after the Effective Time in accordance with
this Article III.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF ECHAPMAN AND MERGER SUBSIDIARY

EChapman and Merger Subsidiary each represent and warrant to CCMH as of the
date hereof as follows:

SECTION 4.1. ORGANIZATION. The Merger Subsidiary is a corporation duly
organized, validly existing and in good standing under the laws of the state of
Maryland. EChapman is a corporation duly organized and validly existing and in
good standing under the laws of the state of Maryland. Each of EChapman and
Merger Subsidiary has the requisite corporate power and authority to own, lease
and operate its assets and properties and to carry on its business as it is now
being conducted. Neither EChapman nor Merger Subsidiary is in violation of any
of the provisions of their respective charters or By-laws.

SECTION 4.2. CAPITALIZATION.

(a) The authorized capital stock of EChapman consists of 50,000,000
shares of EChapman Shares, of which one share is outstanding. The issued and
outstanding EChapman Share is, and all EChapman Shares to be issued at the
Effective Time shall be, when issued, duly authorized, validly

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issued, fully paid, nonassessable and free of preemptive rights granted by
EChapman or by applicable law.

(b) Except as set forth in this Agreement, the Affiliate Agreements (as
defined in Section 7.3) and the CHI Merger Agreement (as defined in
Section 4.10) and in connection with the EChapman Public Offering (as
defined in Section 8.1(f)), there are (i) no outstanding subscriptions,
options, calls, contracts, commitments, understandings, restrictions,
arrangements, rights or warrants, including any right of conversion or
exchange under any outstanding security, instrument or other agreement and
also including any rights plan or other anti-takeover agreement, obligating
EChapman or any subsidiary of EChapman to issue, deliver or sell, or cause
to be issued, delivered or sold, additional shares of the capital stock of
EChapman or obligating EChapman or any subsidiary of EChapman to grant,
extend or enter into any such agreement or commitment, and (ii) no voting
trusts, proxies or other agreements or understandings to which EChapman or
any subsidiary of EChapman is a party or is bound with respect to the voting
of any shares of capital stock of EChapman and, to the knowledge of
EChapman, there are no such trusts, proxies, agreements or understandings
by, between or among any of EChapman's stockholders with respect to EChapman
Shares.

(c) The authorized capital stock of Merger Subsidiary consists of
20,000,000 shares of Merger Subsidiary Common Stock, of which 1,000 shares
are issued and outstanding, all of which are owned beneficially and of
record by EChapman. EChapman has no other direct or indirect subsidiaries,
except CHI Merger Subsidiary, Inc. and CIHI Merger Subsidiary, Inc.

SECTION 4.3. AUTHORITY; NON-CONTRAVENTION; APPROVALS.

(a) EChapman and Merger Subsidiary each have full corporate power and
authority to enter into this Agreement and, subject to EChapman Required
Statutory Approvals (as defined in Section 4.3(c)), to consummate the
transactions contemplated hereby. This Agreement has been approved by the
Boards of Directors of EChapman and Merger Subsidiary and by the sole
stockholder of EChapman and Merger Subsidiary, and no other corporate
proceedings on the part of EChapman or Merger Subsidiary are necessary to
authorize the execution and delivery of this Agreement or the consummation
by EChapman and Merger Subsidiary of the transactions contemplated hereby.
This Agreement has been duly executed and delivered by each of EChapman and
Merger Subsidiary, and, assuming the due authorization, execution and
delivery hereof by CCMH, constitutes a valid and legally binding agreement
of each of EChapman and Merger Subsidiary, enforceable against each of them
in accordance with its terms, except that such enforcement may be subject to
(i) bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting or relating to enforcement of creditors' rights generally, and
(ii) general equitable principles.

(b) The execution and delivery of this Agreement by each of EChapman
and Merger Subsidiary does not, and the performance of this Agreement and
the transactions contemplated hereby by EChapman and Merger Subsidiary shall
not, violate, conflict with or result in a breach of any provision of, or
constitute a default (or an event which, with notice or lapse of time or
both, would constitute a default) under, or result in the termination of, or
accelerate the performance required by, or result in a right of termination
or acceleration under, or result in the creation of any lien, security
interest, charge or encumbrance upon any of the properties or assets of
EChapman or Merger Subsidiary, under any of the terms, conditions or
provisions of (i) the respective charters and By-laws of EChapman or Merger
Subsidiary, (ii) any statute, law, ordinance, rule, regulation, judgment,
decree, order, injunction, writ, permit or license of any court or
governmental authority, domestic or foreign, applicable to EChapman or
Merger Subsidiary or any of their respective properties or assets, or
(iii) any note, bond, mortgage, indenture, deed of trust, license,
franchise, permit, concession, contract, lease or other instrument,
obligation or agreement of any kind to which EChapman or Merger Subsidiary
is now a party or by which EChapman or

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Merger Subsidiary or any of their respective properties or assets may be
bound. Excluded from the foregoing sentences of this paragraph (b), insofar
as they apply to the terms, conditions or provisions described in clauses
(ii) and (iii) of the first sentence of this paragraph (b), are such
violations, conflicts, breaches, defaults, terminations, accelerations or
creations of liens, security interests, charges or encumbrances that would
not, in the aggregate, have a material adverse effect on the business,
operations, properties, assets, condition (financial or other) or results of
operations of EChapman and Merger Subsidiary, taken as a whole (an "EChapman
Material Adverse Effect").

(c) Except for (i) the filing of the Registration Statement (as defined
in Section 4.6) with the SEC pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), and the declaration of the effectiveness
thereof by the SEC and filings with various state blue sky authorities and
any other required filings in other jurisdictions to register or exempt
EChapman Shares issuable pursuant hereto, and (ii) the making of the Merger
Filing with the SDAT in connection with the Merger (collectively referred to
as the "EChapman Required Statutory Approvals"), no declaration, filing or
registration with, or notice to, or authorization, consent or approval of,
any governmental or regulatory body or authority, domestic or foreign, is
necessary for the execution and delivery of this Agreement by EChapman or
Merger Subsidiary or the consummation by EChapman or Merger Subsidiary of
the transactions contemplated hereby, other than such declarations, filings,
registrations, notices, authorizations, consents or approvals which, if not
made or obtained, as the case may be, would not, in the aggregate, have a
EChapman Material Adverse Effect, or affect Merger Subsidiary's ability to
consummate the Merger.

SECTION 4.4. ABSENCE OF UNDISCLOSED LIABILITIES. Neither EChapman nor
Merger Subsidiary has any liabilities or obligations (whether absolute, accrued,
contingent or otherwise) of any nature, except liabilities that were incurred in
the ordinary course of business and that will not have an EChapman Material
Adverse Effect.

SECTION 4.5. ABSENCE OF LITIGATION. There is no claim of any kind, suit,
action, proceeding, litigation, arbitration, investigation or controversy
affecting EChapman or Merger Subsidiary pending or, to the knowledge of
EChapman, threatened and neither EChapman nor any of its subsidiaries is subject
to any continuing order of, or written agreement or memorandum of understanding
with, or continuing material investigation by, any governmental entity or
authority, or any judgment, decree, injunction, rule or order of any court,
governmental department, commission, agency, instrumentality or authority, or
any arbitrator.

SECTION 4.6. REGISTRATION STATEMENT AND PROXY STATEMENT. None of the
information supplied or to be supplied by EChapman for inclusion in (a) the
Registration Statement on Form S-4 to be filed under the Securities Act with the
SEC by EChapman and CCMH in connection with the Merger for the purpose of
registering EChapman Shares and Exchanged Options to be issued in connection
with the Merger (the "Registration Statement"), or (b) the proxy statement to be
distributed in connection with CCMH's meeting of stockholders to vote upon this
Agreement and the transactions contemplated hereby (the "Proxy Statement" and,
together with the prospectus included in the Registration Statement, the "Proxy
Statement/Prospectus") will, in the case of the Proxy Statement or any
amendments thereof or supplements thereto, at the time of the mailing of the
Proxy Statement and any amendments or supplements thereto, at the time of the
meeting of stockholders of CCMH to be held in connection with the transactions
contemplated by this Agreement, and at the Effective Time, or, in the case of
the Registration Statement, as amended or supplemented, at the time it is
declared effective by the SEC, contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading. The Registration Statement and Proxy Statement/
Prospectus shall comply in all material respects as to form and substance with
the requirements of the Securities Act, the Exchange Act and the rules and
regulations promulgated thereunder, except that no

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representation is made by EChapman with respect to information supplied by CCMH
for inclusion therein.

SECTION 4.7. COMPLIANCE WITH AGREEMENTS. EChapman and Merger Subsidiary
are not in breach or violation of or in default in the performance or observance
of any term or provision of, and no event has occurred which, with notice or
lapse of time or action by a third party, could result in a default under
(a) their respective charters or By-Laws; or (b) any contract, commitment,
agreement, indenture, mortgage, loan agreement, note, lease, bond, license,
approval or other instrument to which EChapman or Merger Subsidiary is a party
or by which any of them is bound or to which any of their property is subject,
which breaches, violations and defaults, in the case of clause (b) of this
Section 4.11, would have, in the aggregate, a EChapman Material Adverse Effect.

SECTION 4.8. ECHAPMAN STOCKHOLDERS' APPROVAL. The affirmative vote of the
holders of a majority of the outstanding shares of EChapman Shares entitled to
vote is not necessary to approve the transactions contemplated by this
Agreement.

SECTION 4.9. BROKERS AND FINDERS. Neither EChapman nor any of its
officers, directors or employees has employed any broker or finder or incurred
any liability for any brokerage fees, commissions or finder's fees in connection
with the transactions contemplated hereby.

SECTION 4.10. CHAPMAN HOLDINGS, INC. The representations and warranties of
Chapman Holdings, Inc. set forth in Article V of the Agreement and Plan of
Merger dated as of the date of this Agreement (the "CHI Merger Agreement") by
and between Chapman Holdings, Inc., CHI Merger Subsidiary, Inc. and EChapman are
true and correct in all material respects (except that where any statement in a
representation or warranty expressly includes a standard of materiality, such
statement is true and correct in all respects).

SECTION 4.11. ANTI-TAKEOVER STATUTES The provisions of Section 3-601 et
seq. (Special Voting Requirements) and Section 3-701 et seq. (Voting Rights of
Certain Control Shares) of the MGCL do not apply with respect to EChapman or
Merger Subsidiary in connection with the transactions contemplated by this
Agreement.

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ARTICLE V
REPRESENTATIONS AND WARRANTIES OF CCMH

CCMH represents and warrants to EChapman as of the date hereof as follows:

SECTION 5.1. ORGANIZATION AND QUALIFICATION. CCMH is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Maryland and has the requisite corporate power and authority to own, lease and
operate its assets and properties and to carry on its business as it is now
being conducted. CCMH is qualified to do business and is in good standing, where
applicable, in each jurisdiction in which the properties owned, leased or
operated by it or the nature of the business conducted by it makes such
qualification necessary, except where the failure to be so qualified and in good
standing will not, when taken together with all other such failures, have a
material adverse effect on the business, operations, properties, assets,
condition (financial or other) or results of operations of CCMH and its
subsidiaries, taken as a whole (a "CCMH Material Adverse Effect"). CCMH is not
in violation of any of the provisions of its charter or By-Laws.

SECTION 5.2. CAPITALIZATION.

(a) The authorized capital stock of CCMH consists of 20 million shares of
CCMH Common Stock, of which 3,351,334 shares are issued and outstanding. All of
the issued and outstanding shares of CCMH's capital stock have been duly
authorized and validly issued and are fully paid, nonassessable and free of
preemptive rights granted by CCMH or by applicable law.

(b) Except as disclosed in CCMH SEC Reports (as defined in Section 5.5) and
in the CCMH minute book, as of the date hereof, there are (i) no outstanding
subscriptions, options, calls, contracts, commitments, understandings,
restrictions, arrangements, rights or warrants, including any right of
conversion or exchange under any outstanding security, instrument or other
agreement and also including any rights plan or other anti-takeover agreement,
obligating CCMH or any subsidiary of CCMH to issue, deliver or sell, or cause to
be issued, delivered or sold, additional shares of the capital stock of CCMH or
obligating CCMH or any subsidiary of CCMH to grant, extend or enter into any
such agreement or commitment, and (ii) no voting trusts, proxies or other
agreements or understandings to which CCMH or any subsidiary of CCMH is a party
or is bound with respect to the voting of any shares of capital stock of CCMH
and, to the knowledge of CCMH, there are no such trusts, proxies, agreements or
understandings by, between or among any of CCMH's stockholders with respect to
CCMH Common Stock.

SECTION 5.3. SUBSIDIARIES. Except as disclosed in CCMH SEC Reports (as
defined in Section 5.5), CCMH has no subsidiaries. Each direct and indirect
subsidiary of CCMH is duly organized, validly existing and in good standing,
where applicable, under the laws of its jurisdiction of incorporation or
organization and has the requisite corporate power and authority to own, lease
and operate its assets and properties and to carry on its business as it is now
being conducted, except where any failure would not have a CCMH Material Adverse
Effect. Each subsidiary of CCMH is qualified to do business, and is in good
standing, where applicable, in each jurisdiction in which the properties owned,
leased or operated by it or the nature of the business conducted by it makes
such qualification necessary, except where the failure to be so qualified and in
good standing would not have a CCMH Material Adverse Effect. All of the
outstanding shares of capital stock of each corporate subsidiary of CCMH have
been duly authorized and validly issued and are fully paid, nonassessable and
free of preemptive rights and are beneficially owned directly or indirectly by
CCMH, free and clear of any liens, claims or encumbrances. There are no
subscriptions, options, warrants, rights, calls, contracts, voting trusts,
proxies or other commitments, understandings, restrictions or arrangements
relating to the issuance, sale, voting, transfer, ownership or other rights with
respect to any shares of capital stock of any subsidiary of CCMH, including any
right of conversion or exchange under any outstanding security, instrument or
agreement.

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SECTION 5.4. AUTHORITY; NON-CONTRAVENTION; APPROVALS.

(a) CCMH has full corporate power and authority to enter into this Agreement
and, subject to CCMH Stockholders' Approval (as defined in Section 7.2 and CCMH
Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the
transactions contemplated hereby. This Agreement has been approved by the Board
of Directors of CCMH, and no other corporate proceedings on the part of CCMH are
necessary to authorize the execution and delivery of this Agreement or, except
for CCMH Stockholders' Approval, the consummation by CCMH of the transactions
contemplated hereby. This Agreement has been duly executed and delivered by
CCMH, and, assuming the due authorization, execution and delivery hereof by
EChapman and Merger Subsidiary, constitutes a valid and legally binding
agreement of CCMH, enforceable against CCMH in accordance with its terms, except
that such enforcement may be subject to (i) bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting or relating to
enforcement of creditors' rights generally, and (ii) general equitable
principles.

(b) The execution and delivery of this Agreement by CCMH does not, and the
performance of this Agreement and the transactions contemplated hereby by CCMH
shall not, violate, conflict with or result in a breach of any provision of, or
constitute a default (or an event which, with notice or lapse of time or both,
would constitute a default) under, or result in the termination of, or
accelerate the performance required by, or result in a right of termination or
acceleration under, or result in the creation of any lien, security interest,
charge or encumbrance upon any of the properties or assets of CCMH or any of its
subsidiaries under any of the terms, conditions or provisions of (i) the
respective charters or By-laws of CCMH or any of its subsidiaries, (ii) any
statute, law, ordinance, rule, regulation, judgment, decree, order, injunction,
writ, permit or license of any court or governmental authority applicable to
CCMH or any of its subsidiaries or any of their respective properties or assets,
or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise,
permit, concession, contract, lease or other instrument, obligation or agreement
of any kind to which CCMH or any of its subsidiaries is now a party or by which
CCMH or any of its subsidiaries or any of their respective properties or assets
may be bound. The consummation by CCMH of the transactions contemplated hereby
will not result in any violation, conflict, breach, termination, acceleration or
creation of liens under any of the terms, conditions or provisions described in
clauses (i) through (iii) of the preceding sentence, subject (x) in the case of
the terms, conditions or provisions described in clause (ii) above, to obtaining
(prior to the Effective Time) CCMH Required Statutory Approvals and CCMH
Stockholders' Approval, and (y) in the case of the terms, conditions or
provisions described in clause (iii) above, to obtaining (prior to the Effective
Time) consents required from lenders, lessors or other third parties. Excluded
from the foregoing sentences of this paragraph (b), insofar as they apply to the
terms, conditions or provisions described in clauses (ii) and (iii) of the first
sentence of this paragraph (b), are such violations, conflicts, breaches,
defaults, terminations, accelerations or creations of liens, security interests,
charges or encumbrances that would not, in the aggregate, have a CCMH Material
Adverse Effect.

(c) Except for (i) the filing of the Registration Statement with the SEC
pursuant to the Securities Act and the Exchange Act and the declaration of the
effectiveness thereof by the SEC and filings with various state blue sky
authorities, and (ii) the making of the Merger Filing with the SDAT of the State
of Maryland in connection with the Merger (the filings and approvals referred to
in clauses (i) through (iii) above are collectively referred to as the "CCMH
Required Statutory Approvals"), no declaration, filing or registration with, or
notice to, or authorization, consent or approval of, any governmental or
regulatory body or authority is necessary for the execution and delivery of this
Agreement by CCMH or the consummation by CCMH of the transactions contemplated
hereby, other than such declarations, filings, registrations, notices,
authorizations, consents or approvals which, if not made or obtained, as the
case may be, would not, in the aggregate, have a CCMH Material Adverse Effect.

SECTION 5.5. SECURITIES REPORTS AND FINANCIAL STATEMENTS. Since
December 31, 1998, CCMH has filed with the SEC all forms, statements, reports
and documents (including all exhibits, amendments

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and supplements thereto) required to be filed by it under each of the Securities
Act, the Exchange Act and the respective rules and regulations thereunder, all
of which, as amended if applicable, complied in all material respects with all
applicable requirements of the appropriate act and the rules and regulations
thereunder (collectively, the "CCMH SEC Reports"). As of their respective dates,
CCMH SEC Reports did not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. The audited consolidated financial statements and unaudited
interim consolidated financial statements of CCMH included in such reports
(collectively, the "CCMH Financial Statements") have been prepared in accordance
with generally accepted accounting principles applied on a consistent basis
(except as may be indicated therein or in the notes thereto) and fairly present
the financial position of CCMH and its subsidiaries as of the dates thereof and
the results of their operations and changes in financial position for the
periods then ended, subject, in the case of the unaudited interim financial
statements, to normal year-end and audit adjustments and any other adjustments
described therein.

SECTION 5.6. ABSENCE OF UNDISCLOSED LIABILITIES. Except as disclosed in CCMH
SEC Reports, neither CCMH nor any of its subsidiaries had at December 31, 1998,
nor has incurred since that date, any liabilities or obligations (whether
absolute, accrued, contingent or otherwise) of any nature, except:
(a) liabilities, obligations or contingencies (i) which are accrued or reserved
against in CCMH Financial Statements or reflected in the notes thereto, or
(ii) which were incurred after December 31, 1998 and were incurred in the
ordinary course of business and consistent with past practices;
(b) liabilities, obligations or contingencies which (i) would not, in the
aggregate, have a CCMH Material Adverse Effect, or (ii) have been discharged or
paid in full prior to the date hereof; and (c) liabilities and obligations which
are of a nature not required to be reflected in the consolidated financial
statements of CCMH and its subsidiaries prepared in accordance with generally
accepted accounting principles consistently applied and which were incurred in
the normal course of business.

SECTION 5.7. ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as disclosed in
CCMH SEC Reports since December 31, 1998, CCMH and its subsidiaries have
conducted their businesses only in the ordinary course and in a manner
consistent with past practice and since December 31, 1998, there has not been
(a) any change in the financial condition, results of operations or business of
CCMH or any of its subsidiaries having, in the aggregate, a CCMH Material
Adverse Effect; (b) any damage, destruction or loss (whether or not covered by
insurance) with respect to any assets of CCMH or any of its subsidiaries having,
in the aggregate, a CCMH Material Adverse Effect; (c) any change by CCMH in its
accounting methods, principles or practices; (d) any revaluation by CCMH of any
of its material assets in any material respect; (e) any entry by CCMH or any of
its subsidiaries into any commitment or transactions material to CCMH and its
subsidiaries, taken as a whole; or (f) any declaration, setting aside or payment
of any dividends or distributions in respect of shares of CCMH Common Stock or
any redemption, purchase or other acquisition of any of its securities or any of
the securities of any subsidiary of CCMH.

SECTION 5.8. ABSENCE OF LITIGATION. Except as disclosed in CCMH SEC Reports,
(a) there is no claim of any kind, suit, action, proceeding, litigation,
arbitration, investigation or controversy affecting CCMH or any of its
subsidiaries pending or, to the knowledge of CCMH, threatened; and (b) neither
CCMH nor any of its subsidiaries is subject to any continuing order of, or
written agreement or memorandum of understanding with, or continuing material
investigation by, any governmental entity or authority, or any judgment, decree,
injunction, rule or order of any court, governmental department, commission,
agency, instrumentality or authority, or any arbitrator.

SECTION 5.9. REGISTRATION STATEMENT AND PROXY STATEMENT. None of the
information supplied or to be supplied by CCMH or its subsidiaries for inclusion
in (a) the Registration Statement, or (b) the Proxy Statement will, in the case
of the Proxy Statement or any amendments thereof or supplements thereto, at the
time of the mailing of the Proxy Statement and any amendments or supplements

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thereto, at the time of the meetings of stockholders of CCMH to be held in
connection with the transactions contemplated by this Agreement, and at the
Effective Time, or, in the case of the Registration Statement, as amended or
supplemented, at the time it is declared effective by the SEC, contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading. The
Registration Statement and Proxy Statement/Prospectus will comply in all
material respects as to form and substance with the requirements of the
Securities Act, the Exchange Act and the rules and regulations promulgated
thereunder, except that no representation is made by CCMH with respect to
information supplied by EChapman for inclusion therein.

SECTION 5.10. NO VIOLATION OF LAW. Except as disclosed in CCMH SEC Reports,
neither CCMH nor any of its subsidiaries is in violation of or has been given
notice or been charged with any violation of, any law, statute, order, rule,
regulation, ordinance or judgment including, without limitation, any applicable
environmental law, ordinance or regulation of any governmental or regulatory
body or authority, except for violations which, in the aggregate, could not
reasonably be expected to have a CCMH Material Adverse Effect. CCMH and its
subsidiaries have all permits, licenses, franchises, variances, exemptions,
orders and other governmental authorizations, consents and approvals necessary
to conduct their businesses as presently conducted (collectively, the "CCMH
Permits"), except for permits, licenses, franchises, variances, exemptions,
orders, authorizations, consents and approvals the absence of which, alone or in
the aggregate, would not have a CCMH Material Adverse Effect. CCMH and its
subsidiaries are not in violation of the terms of any CCMH Permit, except for
delays in filing reports or violations which, alone or in the aggregate, would
not have a CCMH Material Adverse Effect.

SECTION 5.11. COMPLIANCE WITH AGREEMENTS. Except as disclosed in CCMH SEC
Reports, CCMH and each of its subsidiaries are not in breach or violation of or
in default in the performance or observance of any term or provision of, and no
event has occurred which, with notice or lapse of time or action by a third
party, could result in a default under (a) the respective charters or By-laws of
CCMH or any of its subsidiaries; or (b) any contract, commitment, agreement,
indenture, mortgage, loan agreement, note, lease, bond, license, approval or
other instrument to which CCMH or any of its subsidiaries is a party or by which
any of them is bound or to which any of their property is subject, which
breaches, violations and defaults, would have, in the aggregate, a CCMH Material
Adverse Effect.

SECTION 5.12. TAXES. CCMH and its subsidiaries have (i) duly filed with the
appropriate governmental authorities all Tax Returns required to be filed by
them for all periods ending on or prior to the date hereof, and such Tax Returns
are true, correct and complete in all material respects, and (ii) duly paid in
full all Taxes due in connection with or with respect to the filing of such Tax
Returns and have paid all other Taxes as are due, except such as are being
contested in good faith by appropriate government proceedings and with respect
to which CCMH is maintaining reserves adequate for their payment. Neither the
IRS nor any other governmental entity or taxing authority or agency is now
asserting, either through audits, administrative proceedings, court proceedings
or otherwise, or, to the best of CCMH's knowledge, threatening to assert against
CCMH or any of its subsidiaries any deficiency or claim for additional Taxes.
Neither CCMH nor any of its subsidiaries has been granted any waiver of any
statute of limitations with respect to, or any extension of a period for the
assessment of, any Tax. There are no tax liens on any assets of CCMH or any of
its subsidiaries. Neither CCMH nor any of its subsidiaries has received a ruling
or entered into an agreement with the IRS or any other governmental entity or
taxing authority or agency that would have a CCMH Material Adverse Effect, taken
as a whole, after the Effective Time. The accruals and reserves for Taxes
reflected in the CCMH balance sheet reflected in the latest CCMH SEC Report are
adequate to cover all Taxes accruable through the date thereof (including Taxes
being contested) in accordance with generally accepted accounting principles. No
agreements relating to allocating or sharing of Taxes exist

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among CCMH and its subsidiaries. Neither CCMH nor any of its subsidiaries is
required to include in income either (i) any material amount in respect of any
adjustment under Section 481 of the Code, or (ii) any material installment sale
gain. Neither CCMH nor any of its subsidiaries has made an election under
Section 341(f) of the Code.

SECTION 5.13. EMPLOYEE BENEFITS PLANS; ERISA.

(a) Neither CCMH nor its subsidiaries has any obligation to create any
material employee benefit plans, programs, arrangements and practices for
employees (such plans, programs, arrangements and practices of CCMH and its
subsidiaries being referred to as the "CCMH Plans"), including employee benefit
plans within the meaning set forth in Section 3(3) of ERISA, or other similar
material arrangements for the provision of benefits or to amend any such plan so
as to increase benefits thereunder, except as required under the terms of CCMH
Plans, under existing collective bargaining agreements or to comply with
applicable law.

(b) No member of CCMH's "controlled group," within the meaning of
Section 4001(a)(14) of ERISA, maintains or contributes to, or within the five
(5) years preceding the Effective Time has maintained or contributed to, an
employee pension benefit plan subject to Title IV of ERISA. None of the CCMH
Plans obligates CCMH or any of its subsidiaries to pay material separation,
severance, termination or similar-type benefits solely as a result of any
transaction contemplated by this Agreement or as a result of a "change in
control," within the meaning of such term under Section 280G of the Code. None
of CCMH Plans provides for or promises retiree medical, disability or life
insurance benefits to any current or former employee, officer or director of
CCMH or any of its subsidiaries except as otherwise required with respect to
health plan coverage in Section 4980B of the Code. Each of CCMH Plans is subject
only to the laws of the United States or a political subdivision thereof.

(c) Each CCMH Plan has been operated in all respects in accordance with the
requirements of all applicable laws and all persons who participate in the
operation of such CCMH Plans and all CCMH Plan "fiduciaries" (within the meaning
of Section 3(21) of ERISA) have acted in accordance with the provisions of all
applicable laws, except where violations of such applicable laws would not,
individually or in the aggregate, have a CCMH Material Adverse Effect, taken as
a whole. CCMH and its subsidiaries have performed all obligations required to be
performed by any of them under, are not in any respect in default under or in
violation of, and CCMH has no knowledge of any default or violation by any party
to, any CCMH Plan, except where such failures, defaults or violations would not,
individually or in the aggregate, have a CCMH Material Adverse Effect, taken as
a whole. No legal action, suit or claim is pending or, to the knowledge of CCMH,
threatened with respect to any CCMH Plan (other than claims for benefits in the
ordinary course) and, to the knowledge of CCMH, no fact or event exists that
could give rise to any such action, suit or claim. Neither CCMH nor any of its
subsidiaries has incurred any material liability to the Pension Benefit Guaranty
Corporation (other than premiums payable to the Pension Benefit Guaranty
Corporation in the ordinary course) or any material "withdrawal liability"
within the meaning of Section 4201 of ERISA.

(d) Each CCMH Plan that is intended to be qualified under Section 401(a) of
the Code or Section 401(k) of the Code has received a favorable determination
letter from the IRS that it is so qualified, and each trust established in
connection with any CCMH Plan that is intended to be exempt from federal income
taxation under Section 501(a) of the Code is so exempt, and, to the knowledge of
CCMH, no fact or event has occurred since the date of such determination letter
from the IRS to adversely affect the qualified status of any such CCMH Plan or
the exempt status of any such trust. No trust maintained or contributed to by
CCMH or any of its subsidiaries is intended to be qualified as a voluntary
employees' beneficiary association or is intended to be exempt from federal
income taxation under Section 501(c)(9) of the Code.

(e) To CCMH's knowledge, there has been no non-exempt prohibited transaction
(within the meaning of Section 406 of ERISA or Section 4975 of the Code) with
respect to any CCMH Plan.

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CCMH and each of its subsidiaries has not incurred any liability for any excise
tax arising under Section 4972 or 4980B of the Code and, to the knowledge of
CCMH, no fact or event exists that could give rise to any such liability except
for liability which singly or in the aggregate could not reasonably be expected
to cause a CCMH Material Adverse Effect.

(f) All contributions, premiums or payments required to be made with respect
to any CCMH Plan have been made on or before their due dates.

(g) The CCMH Minute Book sets forth a true and complete list of each current
or former employee, officer or director of CCMH or any of its subsidiaries who
holds any option to purchase CCMH Common Stock as of the date of this Agreement,
together with the number of shares of CCMH Common Stock subject to such option,
the date of grant of such option, the option price of such option, whether such
option is intended to qualify as an incentive stock option within the meaning of
Section 422(b) of the Code (an "ISO") and the expiration date of such option.
The CCMH Minute Book also sets forth the total number of such ISOs and such
non-qualified options.

(h) Neither CCMH nor any of its subsidiaries is a party to any employment,
severance, consulting or other similar contracts with any employees, officers or
directors of CCMH or any of its subsidiaries other than such contracts that are
disclosed in CCMH SEC Reports. Neither CCMH nor any of its subsidiaries is a
party to any collective bargaining agreements.

SECTION 5.14. LABOR CONTROVERSIES. Except as set forth in the CCMH SEC
Reports, (a) there are no material controversies pending or, to the knowledge of
CCMH, threatened between CCMH or its subsidiaries and any representatives of any
of their employees; (b) to the knowledge of CCMH, there are no material
organizational efforts presently being made or threatened involving any of the
presently unorganized employees of CCMH or its subsidiaries; (c) CCMH and its
subsidiaries have, to the knowledge of CCMH, complied in all material respects
with all laws relating to the employment of labor, including, without
limitation, any provisions thereof relating to wages, hours, collective
bargaining, civil rights, administration of leave and rights under the
Consolidated Omnibus Budget Reconciliation Act of 1985 and the payment of social
security and similar taxes; and (d) no person has, to the knowledge of CCMH,
asserted that CCMH or any of its subsidiaries is liable in any material amount
for any arrears of wages or any taxes or penalties for failure to comply with
any of the foregoing, except for such controversies, organizational efforts,
non-compliance and liabilities which, singly or in the aggregate, could not
reasonably be expected to cause a CCMH Material Adverse Effect.

SECTION 5.15. TITLE TO ASSETS. CCMH and each of its subsidiaries has good
and marketable title to all their respective properties and assets, real and
personal, free and clear of all mortgages, liens, pledges, charges or
encumbrances of any nature whatsoever, except (a) liens for Taxes not yet due
and payable; (b) such imperfections in title and easements and encumbrances, if
any, as are not material in character, amount or extent and do not materially
and adversely affect the value or interfere with the present use of the property
subject thereto or affected thereby, or otherwise materially impair CCMH's
present business operations; (c) as disclosed in CCMH SEC Reports; or
(d) mortgages incurred in the ordinary course of business, and except for such
matters which, singly or in the aggregate, could not reasonably be expected to
cause a CCMH Material Adverse Effect. All leases under which CCMH leases any
material real or personal property are in good standing, valid and effective in
accordance with their respective terms, and there is not, under any of such
leases, any existing default or event which with notice or lapse of time or both
would become a default other than defaults under such leases which in the
aggregate will not have a CCMH Material Adverse Effect.

SECTION 5.16. CCMH STOCKHOLDERS' APPROVAL. The affirmative vote of the
holders of a majority of the outstanding shares of CCMH Common Stock entitled to
vote is necessary to approve the transactions contemplated by this Agreement.

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SECTION 5.17. TRADEMARKS AND INTELLECTUAL PROPERTY COMPLIANCE. CCMH and its
subsidiaries own or have the right to use all of their Intellectual Property
Rights without any conflict with the rights of others, except for such conflicts
that have not had and are not reasonably likely to have a CCMH Material Adverse
Effect, and the consummation of the transactions contemplated hereby will not
alter or impair such rights in any material respect. To the knowledge of CCMH,
no claims are pending by any person with respect to the ownership, validity,
enforceability or use of any such Intellectual Property Rights challenging or
questioning the validity or effectiveness of any of the foregoing which claims
could reasonably be expected to have a CCMH Material Adverse Effect. To CCMH's
knowledge, none of it or its subsidiaries' key technical personnel is in
violation of any term of any employment agreement, patent disclosure agreement
or any other contract or agreement relating to the relationship of any such
employee with it or its subsidiaries or any other party the result of which has
had or is reasonably likely to have a CCMH Material Adverse Effect.

SECTION 5.18. MATERIAL AGREEMENTS. CCMH has no material agreements other
than those filed as exhibits to CCMH SEC Reports or which will be filed with the
Registration Statement except for Support Agreement between CCMH and Nathan A.
Chapman, Jr., dated November 12, 1999.

SECTION 5.19. INSURANCE. Except to the extent there would be no CCMH
Material Adverse Effect, to CCMH's knowledge, all of CCMH's and its
subsidiaries' liability, theft, life, health, fire, title, worker's compensation
and other forms of insurance, surety bonds and umbrella policies, insuring CCMH
and its subsidiaries and their directors, officers, employees, independent
contractors, properties, assets and businesses, are valid and in full force and
effect (without any premium past due or pending notice of cancellation) and are,
in the reasonable judgment of CCMH, adequate for the business of CCMH and its
subsidiaries as now conducted, and there are no claims, singly or in the
aggregate, in excess of the limitations of coverage set forth in such policies.
The provision and/or reserves in CCMH Financial Statements are adequate for any
and all self insurance programs maintained by CCMH or its subsidiaries.

SECTION 5.20. BROKERS AND FINDERS. Neither CCMH nor any of its officers,
directors or employees has employed any broker or finder or incurred any
liability for any brokerage fees, commissions or finder's fees in connection
with the transactions contemplated hereby, except that CCMH has retained Tucker
Anthony Cleary Gull as its financial advisor.

SECTION 5.21. CERTAIN TRANSACTIONS. Except as set forth in the CCMH SEC
Reports, since December 31, 1998, none of the officers or directors of CCMH or
of any of its subsidiaries, and, to CCMH's knowledge, none of their employees or
the employees of any of its subsidiaries is a party to any transaction with it
or any of its subsidiaries (other than for services as an employee, officer or
director and other than transactions between it and one or more of its direct or
indirect wholly owned subsidiaries or between such subsidiaries), including
without limitation, any contract, agreement or other arrangement (i) providing
for the furnishing of services to or by, (ii) providing for rental of real or
personal property to or from, or (iii) otherwise requiring payments to or from,
any such officer, director, affiliate or employee, any member of the family of
any such officer, director or employee or any corporation, partnership, trust or
other entity in which any such officer, director or employee has a substantial
interest or which is an affiliate of such officer, director or employee (a "CCMH
Affiliated Transaction") other than transactions which would not have a CCMH
Material Adverse Effect.

SECTION 5.22. OPINION OF FINANCIAL ADVISOR. CCMH received the opinion of
Tucker Anthony Cleary Gull, its financial advisor, dated November 11, 1999, to
the effect that, as of such date, the transactions contemplated hereby are fair
to its stockholders from a financial point of view.

SECTION 5.23. ANTI-TAKEOVER STATUTES The provisions of Section 3-601 et seq.
(Special Voting Requirements) and Section 3-701 et seq. (Voting Rights of
Certain Control Shares) of the MGCL do not apply with respect to CCMHI in
connection with the transactions contemplated by this Agreement.

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ARTICLE VI
CONDUCT OF BUSINESS PENDING THE MERGER

SECTION 6.1. CONDUCT OF BUSINESS BY CCMH PENDING THE MERGER. Except as
otherwise contemplated by this Agreement, after the date hereof and prior to the
Closing Date or earlier termination of this Agreement, unless EChapman shall
otherwise agree in writing, CCMH shall, and shall cause its subsidiaries to:

(a) conduct their respective businesses in the ordinary and usual course of
business and consistent with past practice;

(b) not, except as necessary to consummate the transactions contemplated
hereby, (i) amend or propose to amend their respective charters or By-laws,
(ii) split, combine or reclassify their outstanding capital stock, or
(iii) declare, set aside or pay any dividend or distribution payable in cash,
stock, property or otherwise, except for the payment of dividends or
distributions by a wholly owned subsidiary of CCMH;

(c) not issue, sell, pledge or dispose of, or agree to issue, sell, pledge
or dispose of or otherwise cause to become outstanding, any additional shares
of, or any options, warrants or rights of any kind to acquire any shares of
their capital stock of any class or any debt or equity securities convertible
into or exchangeable for such capital stock, except that CCMH may issue shares
upon the exercise of CCMH Options outstanding on the date hereof;

(d) not (i) incur or become contingently liable with respect to any material
indebtedness for borrowed money other than (x) borrowings in the ordinary course
of business not to exceed $100,000 or in other cases for amounts in excess of
$100,000 which shall be on terms reasonably acceptable to EChapman, or
(y) borrowings to refinance existing indebtedness, in the ordinary course of
business, (ii) redeem, purchase, acquire or offer to purchase or acquire any
shares of its capital stock or any options, warrants or rights to acquire any of
its capital stock or any security convertible into or exchangeable for its
capital stock, (iii) take or fail to take any action which action or failure
would cause CCMH or its stockholders (except to the extent that any stockholders
receive cash in lieu of fractional shares) to recognize gain or loss for federal
income tax purposes as a result of the consummation of the Merger, (iv) make any
acquisition of any assets or businesses and expenditures for fixed or capital
(in each case, after consultation with EChapman) or expenditures in the ordinary
course of business which, in such cases of $100,000 or more, shall be on terms
reasonably acceptable to EChapman, (v) sell, pledge, dispose of or encumber any
assets or businesses other than sales in the ordinary course of business which,
in such cases involving $100,000 or more, shall be on terms reasonably
acceptable to EChapman, or (vii) enter into any contract, agreement, commitment
or arrangement with respect to any of the foregoing;

(e) use all commercially reasonable efforts to preserve intact their
respective business organizations and goodwill, keep available the services of
their respective present officers and key employees, and preserve the goodwill
and business relationships with customers, vendors and others having business
relationships with them and not engage in any action, directly or indirectly,
with the intent to adversely impact the transactions contemplated by this
Agreement;

(f) confer on a regular and frequent basis with one or more representatives
of EChapman to report operational matters of materiality and the general status
of ongoing operations;

(g) not enter into or amend any employment, severance, special pay
arrangement with respect to termination of employment or other similar
arrangements or agreements with any directors, officers or key employees except
in the ordinary course and consistent with past practice which shall be on terms
acceptable to EChapman;

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(h) not adopt, enter into or amend any bonus, profit sharing, compensation,
stock option, pension, retirement, deferred compensation, health care,
employment or other employee benefit plan, agreement, trust, fund or arrangement
for the benefit or welfare of any employee or retiree except as required to
comply with changes in applicable law and increases in wages in the ordinary
course and consistent with past practice for non-executive employees which, in
such cases involving $25,000 or more, shall be on terms acceptable to EChapman;

(i) maintain with adequately capitalized insurance companies insurance
coverage for its assets and its businesses in such amounts and against such
risks and losses as are consistent with past practice; and

(j) not enter into any arrangement or transaction of the type described in
Section 5.21.

SECTION 6.2. CONDUCT OF BUSINESS BY ECHAPMAN PENDING THE MERGER. Except as
otherwise contemplated by this Agreement, after the date hereof and prior to the
Closing Date or earlier termination of this Agreement, unless CCMH shall
otherwise agree in writing, EChapman shall, and shall cause Merger Subsidiary,
to:

(a) conduct their respective businesses in the ordinary and usual course of
business and consistent with past practice;

(c) use all commercially reasonable efforts to preserve intact their
respective business organizations and goodwill, keep available the services of
their respective present officers and key employees and preserve the goodwill
and business relationships with customers and others having business
relationships with them and not engage in any action, directly or indirectly,
with the intent to adversely impact the transactions contemplated by this
Agreement;

(d) confer on a regular and frequent basis with one or more representatives
of CCMH to report operational matters of materiality and the general status of
ongoing operations;

(e) not enter into any arrangement or transaction of the type described in
Section 5.21.

SECTION 6.3. CONTROL OF CCMH'S OPERATIONS. Nothing contained in this
Agreement shall give to EChapman, directly or indirectly, rights to control or
direct CCMH's operations prior to the Effective Time. Prior to the Effective
Time, CCMH shall exercise, consistent with and subject to the terms and
conditions of this Agreement, complete control and supervision of its
operations.

SECTION 6.4. CONTROL OF ECHAPMAN'S OPERATIONS. Nothing contained in this
Agreement shall give to CCMH, directly or indirectly, rights to control or
direct EChapman's operations prior to the Effective Time. Prior to the Effective
Time, EChapman shall exercise, consistent with and subject to the terms and
conditions of this Agreement, complete control and supervision of its
operations.

SECTION 6.5. ACQUISITION TRANSACTIONS.

(a) After the date hereof and prior to the Effective Time or earlier
termination of this Agreement, CCMH shall not, and shall not permit any of its
subsidiaries to, (i) initiate, solicit or seek, directly or indirectly, any
inquiries or the making or implementation of any proposal or offer (including,
without limitation, any proposal or offer to its stockholders) to acquire all or
any substantial part of the business and properties of CCMH and its subsidiaries
or more than fifty percent (50%) of the capital stock of CCMH and its
subsidiaries, whether by merger, purchase of assets, tender offer or otherwise,
whether for cash, securities or any other consideration or combination thereof
except for the

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transaction contemplated herein (any such transactions being referred to herein
as "Acquisition Transactions"), or (ii) otherwise cooperate in any effort or
attempt to initiate, solicit or seek an Acquisition Transaction.

(b) Notwithstanding any other provision of this Agreement, in response to an
unsolicited proposal or inquiry (or a proposal or inquiry arising from a general
solicitation) with respect to an Acquisition Transaction and subject to the
duties of CCMH's Board of Directors under applicable law, if such Acquisition
Transaction is a tender offer subject to the provisions of Section 14(d) under
the Exchange Act, CCMH's Board of Directors may take and disclose to CCMH's
stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act.

(c) In the event CCMH shall receive any offer of an Acquisition Transaction,
it shall (i) immediately inform EChapman of such offer, and (ii) furnish to
EChapman the identity of the proponent of such offer and, unless the Board of
Directors of CCMH concludes that such disclosure is inconsistent with its duties
under applicable law, a description of the material terms thereof.

(d) CCMH may terminate this Agreement, withdraw, modify or not make its
recommendations referred to in Section 7.2, and enter into a definitive
agreement for an Acquisition Transaction if, but only if, (i) the Board of
Directors of CCMH shall have consulted with legal counsel concerning its
obligations under applicable law and (ii) CCMH shall have determined in good
faith after consultation with the independent financial advisors of CCMH that
such Acquisition Transaction would be more favorable to CCMH's stockholders from
a financial point of view than the Merger, and (iii) the Board of Directors of
CCMH shall conclude in good faith that such action is necessary in order for the
Board of Directors of CCMH to act in a manner that is consistent with its
obligations under applicable law.

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ARTICLE VII
ADDITIONAL AGREEMENTS

SECTION 7.1. ACCESS TO INFORMATION. From and after the date hereof, each
party shall furnish promptly to one another a copy of each report and other
document filed or received by any of them pursuant to the requirements of
federal or state securities laws or which may have a material effect on their
respective businesses, properties or personnel, and work papers of their
respective accountants and other information or copies of such documentation and
access to senior management personnel as reasonably deemed necessary by the
requesting party's respective accountants, legal counsel or financial advisors
to complete the Proxy Statement/Prospectus and Registration Statement, and the
opinion referred to in Section 8.2(d) below. EChapman and its subsidiaries shall
hold and shall use their commercially reasonable efforts to cause EChapman's
representatives to hold, and CCMH and its subsidiaries shall hold and shall use
their commercially reasonable efforts to cause CCMH's representatives to hold,
in strict confidence all non-public documents and information furnished to
EChapman and Merger Subsidiary or to CCMH, as the case may be, in connection
with the transactions contemplated by this Agreement. Notwithstanding the
foregoing (i) EChapman and CCMH may disclose such information as may be
necessary in connection with seeking EChapman Required Statutory Approvals, CCMH
Required Statutory Approvals and CCMH Stockholders' Approval (as defined in
Section 7.2 below), and (ii) each of EChapman, Merger Subsidiary and CCMH may
disclose any information that it is required by law or judicial or
administrative order to disclose.

SECTION 7.2. STOCKHOLDERS' APPROVAL. Subject to the duties of the Board of
Directors of CCMH under applicable law, CCMH shall, as promptly as practicable,
submit the transactions contemplated hereby for the approval of its stockholders
at a meeting of stockholders and, subject to the duties of the Board of
Directors of CCMH under applicable law, shall use its commercially reasonable
efforts to obtain stockholder approval and adoption (the "CCMH Stockholders'
Approval") of this Agreement and the transactions contemplated hereby. Such
meeting of the stockholders shall be held as soon as practicable following the
date upon which the Registration Statement becomes effective. CCMH shall,
through its Board of Directors, but subject to the duties of the members thereof
under applicable law, recommend to its stockholders approval of the transactions
contemplated by this Agreement. CCMH acknowledges and agrees: (i) that a breach
of its covenant contained in this Section 7.2 to convene a meeting of its
stockholders and call for a vote with respect to the approval of this Agreement
and the Merger will result in irreparable harm to EChapman which will not be
compensable in money damages, and (ii) that such covenant shall be specifically
enforceable and that specific performance and injunctive relief shall be a
remedy properly available to EChapman for a breach of such covenant.

SECTION 7.3. AFFILIATES OF CCMH. Within 30 days after the date of this
Agreement: (i) CCMH shall deliver to EChapman a letter identifying all persons
who may be deemed affiliates of CCMH under Rule 145 of the Securities Act
("Rule 145"), including, without limitation, all directors and executive
officers of CCMH; (ii) CCMH shall advise the persons identified in such letter
of the resale restrictions imposed by applicable securities laws; (iii) the
persons identified in such letter shall each execute a Memorandum to Persons
Deemed to be Affiliated Persons of Chapman Capital Management Holdings, Inc. in
such form as is acceptable to EChapman (the "145 Memorandum"); and
(iv) Nathan A. Chapman, Jr. shall execute a Support Agreement in such form as is
acceptable to EChapman (the 145 Memorandum and the Support Agreement are
collectively referred to herein as the "Affiliate Agreements").

SECTION 7.4. EXPENSES AND FEES. Each party hereto agrees to bear its own
expenses incurred in connection with the consummation of the transactions
contemplated by this Agreement, except:

(a) CCMH shall pay and be responsible for all fees and expenses incurred in
connection with the printing, filing and mailing of the Proxy
Statement/Prospectus; and

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(b) If CCMH (i) fails to fulfill its obligations as set forth in
Section 6.5(a)-(c) or (ii) terminates this Agreement pursuant to
Section 6.5(d), CCMH shall pay to EChapman the sum of $3.0 million in lieu of
any other payments or penalties or the reimbursement of expenses incurred by
EChapman.

SECTION 7.5. AGREEMENT TO COOPERATE.

(a) Subject to the terms and conditions herein provided, each of the parties
hereto shall use all commercially reasonable efforts to take, or cause to be
taken, all action and to do, or cause to be done, all things necessary, proper
or advisable pursuant to all agreements, contracts, indentures or other
instruments to which the parties hereto are a party, or under any applicable
laws and regulations to consummate and make effective the transactions
contemplated by this Agreement, including using its commercially reasonable
efforts to (i) obtain all necessary or appropriate waivers, consents and
approvals from lenders, landlords, security holders or other parties whose
waiver, consent or approval is required to consummate the Merger, (ii) effect
all necessary registrations, filings and submissions, and (iii) lift any
injunction or other legal bar to the Merger (and, in such case, to proceed with
the Merger as expeditiously as possible).

(b) In the event any litigation is commenced by any person or entity
relating to the transactions contemplated by this Agreement, including any
Acquisition Transaction, EChapman shall have the right, at its own expense, to
participate therein, and CCMH will not settle any such litigation without the
consent of EChapman, which consent will not be unreasonably withheld.

SECTION 7.6. PUBLIC STATEMENTS. The parties (i) shall consult with each
other prior to issuing any press release or any written public statement with
respect to this Agreement or the transactions contemplated hereby, and
(ii) shall not issue any such press release or written public statement prior to
such consultation, except as may be required by law and applicable listing
requirements.

SECTION 7.7. NOTIFICATION OF CERTAIN MATTERS. Each of CCMH, EChapman and
Merger Subsidiary agrees to give prompt notice to each other of, and to use
their respective commercially reasonable efforts to prevent or promptly remedy
(i) the occurrence or failure to occur or the impending or threatened occurrence
or failure to occur, of any event which occurrence or failure to occur would be
likely to cause any of its representations or warranties in this Agreement to be
untrue or inaccurate in any material respect at any time from the date hereof to
the Effective Time, and (ii) any material failure on its part to comply with or
satisfy any covenant, condition or agreement to be complied with or satisfied by
it hereunder; provided, however, that the delivery of any notice pursuant to
this Section 7.7 shall not limit or otherwise affect the remedies available
hereunder to the party receiving such notice.

SECTION 7.8. PROXY STATEMENT/PROSPECTUS AND REGISTRATION STATEMENT.

(a) As promptly as practicable after the execution of this Agreement,
EChapman and CCMH shall prepare and file with the SEC a Proxy
Statement/Prospectus and Registration Statement on Form S-4 relating to the
approval of the Merger by the stockholders of CCMH and shall use all
commercially reasonable efforts to cause the Registration Statement to become
effective as soon thereafter as practicable.

(b) Prior to the date of approval of the Merger by CCMH's stockholders, each
of CCMH, EChapman and Merger Subsidiary shall correct promptly any information
provided by it to be used specifically in the Proxy Statement/Prospectus and
Registration Statement that shall have become false or misleading in any
material respect and shall take all steps necessary to file with the SEC and
have declared effective or cleared by the SEC any amendment or supplement to the
Proxy Statement/ Prospectus or the Registration Statement so as to correct the
same and to cause the Proxy Statement/ Prospectus as so corrected to be
disseminated to the stockholders of CCMH and EChapman, in each case to the
extent required by applicable law.

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SECTION 7.9. TAX-FREE TREATMENT OF MERGER. EChapman and CCMH shall each use
its commercially reasonable efforts to cause the Merger to be treated as a
tax-free reorganization for federal, state and foreign income tax purposes and
agree that this Agreement shall serve as the Plan of Reorganization therefor.

SECTION 7.10. DIRECTORS' AND OFFICERS' INDEMNIFICATION.

(a) The Surviving Corporation shall maintain in full force and observe any
liability, exculpation or indemnification provision (including payment or
advance of expenses) now existing in the Charter or By-laws of CCMH for the
benefit of any individual who served as a director or officer of CCMH at any
time prior to the Effective Time.

(b) For a period of six years from and after the Effective Time, the
Surviving Corporation and EChapman shall indemnify, defend and hold harmless
each individual who served as a director, or officer of CCMH or any of its
subsidiaries (the "Indemnified Parties") at any time prior to the Effective Time
from and against (i) all losses, claims, damages, costs, expenses, liabilities
or judgments or amounts that are paid in settlement with the approval of the
indemnifying party which approval shall not be unreasonably withheld (net of any
insurance proceeds obtained by the Indemnified Parties) of or in connection with
any claim, action, suit, proceeding or investigation based in whole or in part
on or arising in whole or in part out of the fact that such person is or was a
director or officer of the Company or any of its subsidiaries, whether
pertaining to any matter existing or occurring at or prior to the Effective Time
and whether asserted or claimed prior to, or at or after the Effective Time
("Indemnified Liabilities) and (ii) all Indemnified Liabilities based in whole
or in part on, or arising in whole or in part out of, or pertaining to this
Agreement or the transactions contemplated hereby, in each case to the full
extent a corporation is permitted under the MGCL to indemnify its own directors
and officers, as the case may be (and the Surviving Corporation and EChapman
will pay expenses in advance of the final disposition of any such action or
proceeding to each Indemnified Party to the full extent permitted by law).
Without limiting the foregoing, in the event that any such claim, action, suit,
proceeding or investigation is brought against any Indemnified Party (whether
arising before or after the Effective Time), (x) the Indemnified Parties may
retain counsel satisfactory to them and the CCMH (or them and the Surviving
Corporation and EChapman after the Effective Time), (y) CCMH (or after the
Effective Time, the Surviving Corporation and EChapman) shall pay all reasonable
fees and expenses of such counsel for the Indemnified Parties promptly as
statements therefor are received, and (z) the Company (or after the Effective
Time, the Surviving Corporation and EChapman) will use all commercially
reasonable efforts to assist in the vigorous defense of any such matter,
provided that neither CCMH nor the Surviving Corporation or EChapman shall be
liable for any settlement of any claim effected without their written consent,
which consent, however, shall not be unreasonably withheld. Any Indemnified
Party wishing to claim indemnification under this Section 7.10, upon learning of
any such claim, action, suit, proceeding or investigation, shall notify the CCMH
or, after the Effective Time, the Surviving Corporation or EChapman (but the
failure so to notify an Indemnifying Party shall not relieve it from any
liability which it may have under this Section 7.10 except to the extent such
failure prejudices such party). The Indemnified Parties as a group may retain
only one law firm to represent them with respect to each such matter unless
there is, under applicable standards of professional conduct, a conflict on any
significant issue between the positions of any two or more Indemnified Parties.

(c) The provisions of this Section 7.10 are intended to be for the benefit
of, and shall be enforceable by, each Indemnified Party, and his or her heirs
and representatives.

SECTION 7.11. AMENDMENT TO CHI MERGER AGREEMENT. Without the consent of
CCMH, EChapman will not consent to any material amendment to the CHI Merger
Agreement.

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ARTICLE VIII

CONDITIONS

SECTION 8.1. CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER.
Unless waived by the parties, the respective obligations of each party to effect
the Merger shall be subject to the fulfillment at or prior to the Closing Date
of the following conditions:

(a) this Agreement and the transactions contemplated hereby, as appropriate,
shall have been approved and adopted by the requisite vote of the stockholders
of CCMH under applicable law and applicable listing requirements;

(b) the Registration Statement shall have been declared effective by the SEC
in accordance with the provisions of the Securities Act, and no stop order
suspending such effectiveness shall have been issued by the SEC and remain in
effect and no proceedings for that purpose shall, on or prior to the Effective
Time, have been instituted or, to the knowledge of EChapman or CCMH, threatened
by the SEC.

(c) no preliminary or permanent injunction or other order or decree by any
federal or state court which prevents the consummation of the Merger shall have
been issued and remain in effect (each party agreeing to use its commercially
reasonable efforts to have any such injunction, order or decree lifted);

(d) no action shall have been taken, and no statute, rule or regulation
shall have been enacted, by any state or federal government or governmental
agency which would prevent the consummation of the Merger or make the
consummation of the Merger illegal;

(e) all material governmental waivers, consents, orders and approvals,
legally required for the consummation of the Merger and the transactions
contemplated hereby shall have been obtained and be in effect at the Effective
Time;

(f) EChapman shall have completed a public offering (pursuant to an
effective registration statement under the Securities Act of 1933, as then in
effect, or any comparable statement under any similar federal statute then in
force) of EChapman Shares in which (i) EChapman receives gross proceeds of no
less than Twenty Million dollars ($20,000,000), and (ii) the price paid by the
public for such shares reflects a preoffering valuation of EChapman of no less
than Eighty Million Dollars ($80,000,000.00) (the "EChapman Public Offering");
and

(g) The transactions contemplated by the CHI Merger Agreement shall have
closed; and

(h) CCMH shall have received from Tucker Anthony Cleary Gull an updated
opinion reasonably acceptable to CCMH, dated as of the date on or about which
the Proxy Statement/Prospectus is first distributed to the stockholders of CCMH,
to the effect that the consideration to be received by the stockholders of CCMH
in the Merger is fair, from a financial point of view, to the holders of CCMH
Common Stock, and such opinion shall not have been withdrawn as of the Closing
Date; and

SECTION 8.2. ADDITIONAL CONDITIONS TO OBLIGATION OF CCMH TO EFFECT THE
MERGER. Unless waived by CCMH, the obligation of CCMH to effect the Merger shall
be subject to the fulfillment on or prior to the Closing Date of the following
additional conditions:

(a) EChapman and Merger Subsidiary shall have performed in all material
respects their agreements contained in this Agreement required to be performed
on or prior to the Closing Date and the representations and warranties of
EChapman and Merger Subsidiary contained in this Agreement shall be true and
correct in all material respects (except that where any statement in a
representation or warranty expressly includes a standard of materiality, such
statement shall be true and correct in all respects) on and as of the date made
and on and as of the Closing Date, except for those representations and
warranties which address matters only as of a particular date (which shall
remain

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<PAGE>
true and correct as of such date), as if made at and as of such date, and CCMH
shall have received a Certificate of the Chairman of the Board and the President
of EChapman and Merger Subsidiary to that effect;

(b) Chapman Holdings, Inc. and CHI Merger Subsidiary, Inc. shall have
performed in all material respects their agreements contained in the CHI Merger
Agreement required to be performed on or prior to the Closing Date and the
representations and warranties of Chapman Holdings, Inc. and CHI Merger
Subsidiary, Inc. contained in the CHI Merger Agreement shall be true and correct
in all material respects (except that where any statement in a representation or
warranty expressly includes a standard of materiality, such statement shall be
true and correct in all respects) on and as of the date made and on and as of
the Closing Date, except for those representations and warranties which address
matters only as of a particular date (which shall remain true and correct as of
such date), as if made at and as of such date, and CCMH shall have received a
Certificate of the Chairman of the Board and the President of EChapman to that
effect;

(c) from the date hereof to the Closing Date, there shall have been no
changes that constitute, and no event or events shall have occurred which have
resulted in or constitute, an EChapman Material Adverse Effect, taken as a
whole; and

(d) CCMH shall have received an opinion from the law firm of Venable,
Baetjer and Howard, LLP, dated the Closing Date, to the effect that the Merger
should be treated as a tax-free reorganization for federal and state income tax
purposes.

SECTION 8.3. ADDITIONAL CONDITIONS TO OBLIGATIONS OF EChapman and Merger
Subsidiary to Effect the Merger. Unless waived by EChapman and Merger
Subsidiary, the obligations of EChapman and Merger Subsidiary to effect the
Merger shall be subject to the fulfillment at or prior to the Closing Date of
the additional following conditions:

(a) CCMH shall have performed in all material respects its agreements
contained in this Agreement required to be performed on or prior to the Closing
Date and the representations and warranties of CCMH contained in this Agreement
shall be true and correct in all material respects (except that where any
statement in a representation or warranty expressly includes a standard of
materiality, such statement shall be true and correct in all respects) on and as
of the date made and on and as of the Closing Date, except for those
representations and warranties which address matters only as of a particular
date (which shall remain true and correct as of such date), as if made at and as
of such date, and EChapman shall have received a Certificate of the Chairman of
the Board and President of CCMH to that effect;

(b) the Affiliate Agreements required to be delivered to EChapman pursuant
to Section 7.3 shall have been furnished as required by Section 7.3; and

(c) from the date hereof to the Closing Date, there shall have been no
changes that constitute, and no event or events shall have occurred which have
resulted in or constitute, a CCMH Material Adverse Effect, taken as a whole.

ARTICLE IX

TERMINATION, AMENDMENT AND WAIVER

SECTION 9.1. TERMINATION. This Agreement may be terminated by the mutual
consent of the parties, or at any time prior to the Closing Date, whether before
or after approval of the matters presented in connection with the Merger by the
stockholders of CCMH, as follows:

(a) CCMH shall have the right to terminate this Agreement;

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<PAGE>
(i) if the Merger is not completed by June 30, 2000 other than on
account of delay or default on the part of CCMH;

(ii) if the Merger or the transactions set forth in the CHI Merger
Agreement are enjoined by a final, unappealable court order not entered at
the request or with the support of CCMH or any of their affiliates or
associates;

(iii) if the terms and conditions of Section 6.5(d) and Section 7.4(b)
are satisfied; or

(iv) if CCMH's stockholders' vote is not sufficient to approve the
transactions contemplated by this Agreement.

(b) EChapman shall have the right to terminate this Agreement;

(i) if the Merger is not completed by June 30, 2000 other than on
account of delay or default on the part of EChapman;

(ii) if the Merger or the transactions set forth in the CHI Merger
Agreement are enjoined by a final, unappealable court order; or

(iii) if CCMH's stockholders' vote is not sufficient to approve the
transactions contemplated by this Agreement.

SECTION 9.2. EFFECT OF TERMINATION. In the event of termination of this
Agreement by either EChapman or CCMH as provided in Section 9.1, this Agreement
shall forthwith become void and there shall be no further obligation on the part
of CCMH, EChapman, Merger Subsidiary, or their respective officers or directors
(except as set forth in this Section 9.2 and in Sections 7.1, 7.4 and 7.6, all
of which shall survive the termination). Nothing in this Section 9.2 shall
relieve any party from liability for any breach of this Agreement.

SECTION 9.3. AMENDMENT. This Agreement may not be amended except by action
taken by the parties' respective Boards of Directors or duly authorized
committees thereof and then only by an instrument in writing signed on behalf of
each of the parties hereto and in compliance with applicable law.

SECTION 9.4. WAIVER. At any time prior to the Effective Time, any party
hereto may (a) extend the time for the performance of any of the obligations or
other acts of the other parties hereto, (b) waive any inaccuracies in the
representations and warranties contained herein or in any document delivered
pursuant thereto, and (c) waive compliance with any of the agreements or
conditions contained herein. Any such extension or waiver shall not be deemed to
be continuing or to apply to any future obligation or requirement of any part
hereto provided herein. Any agreement on the part of a party hereto to any such
extension or waiver shall be valid if set forth in an instrument in writing
signed on behalf of such party.

ARTICLE X

GENERAL PROVISIONS

SECTION 10.1. NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES.The
representations and warranties contained in Articles IV and V of this Agreement
shall not survive the Merger, and after effectiveness of the Merger, CCMH,
EChapman, Merger Subsidiary or their respective officers or directors shall have
no further obligation with respect thereto. The covenants and agreements set
forth in this Agreement shall survive the Merger.

SECTION 10.2. NOTICES. All notices and other communications hereunder shall
be in writing and shall be deemed given if delivered personally, mailed by
registered or certified mail (return receipt

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<PAGE>
requested) or sent via facsimile to the parties at the following addresses (or
at such other address for a party as shall be specified by like notice):

(a) If to EChapman or Merger Subsidiary to:

EChapman.com, Inc.
World Trade Center--Baltimore
28(th) Floor
401 East Pratt Street
Baltimore, MD 21202
Attention: Nathan A. Chapman, Jr.

with a copy to:

Venable, Baetjer and Howard, LLP
Suite 1800
2 Hopkins Plaza
Baltimore, MD 21201
Attention: Elizabeth R. Hughes, Esq.

(b) If to CCMH, to:

Chapman Capital Management Holdings, Inc.
World Trade Center--Baltimore
28(th) Floor
401 East Pratt Street
Baltimore, MD 21202
Attention: Robert Wallace
Theron Stokes

with a copy to:

Ballard Spahr Andrews & Ingersoll, LLP
300 E. Lombard Street
Suite 1900
Baltimore, MD 21202
Attention: James J. Hanks, Jr., Esq.

SECTION 10.3. INTERPRETATION. The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. In this Agreement, unless a contrary intention
appears (i) the words "herein," "hereof" and "hereunder" and other words of
similar impact refer to this Agreement as a whole and not to any particular
Article, Section or other subdivision, and (ii) reference to any Article or
Section means such Article or Section hereof. No provision of this Agreement
shall be interpreted or construed against any party hereto solely because such
party or its legal representative drafted such provision.

SECTION 10.4. MISCELLANEOUS. This Agreement (including the documents and
instruments referred to herein) (a) constitutes the entire agreement and
supersedes all other prior agreements and understandings, both written and oral,
among the parties, or any of them, with respect to the subject matter hereof,
(b) is not intended to confer upon any other person any rights or remedies
hereunder except for rights of indemnified parties under Section 7.10, and
(c) shall not be assigned by operation of law or otherwise. THIS AGREEMENT SHALL
BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY
THE LAWS OF THE STATE OF

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<PAGE>
MARYLAND APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH
STATE.

SECTION 10.5. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement. Each of the parties agrees to
accept and be bound by facsimile signatures hereto.

SECTION 10.6. PARTIES IN INTEREST. This Agreement shall be binding upon and
inure solely to the benefit of each party hereto and nothing in this Agreement,
express or implied, is intended to confer upon any other person any rights or
remedies of any nature whatsoever under or by reason of this Agreement.

SECTION 10.7. EXHIBITS AND SCHEDULES. All Exhibits and Schedules referred to
in this Agreement shall be attached hereto and are incorporated by reference
herein.

SECTION 10.8. SEVERABILITY. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner adverse to
any party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, and parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner to the end that
transactions contemplated hereby are fulfilled to the extent possible.

SECTION 10.9. DEFINITION OF KNOWLEDGE. For those warranties and
representations set forth in Article IV which are subject to the qualification
"to EChapman's knowledge," EChapman will be deemed to have knowledge of a matter
if (i) Nathan A. Chapman, Jr. has knowledge of the matter, or (ii) such matter
has come, or should reasonably be expected to have come, to the attention of
such individual if such individual had conducted a reasonable due diligence
review of EChapman's operations and business, including, without limitation,
reasonable inquiries to key personnel of EChapman regarding the business and
operations of EChapman and a review of, and discussion with key personnel
regarding, pertinent books and records of EChapman. For those warranties and
representations set forth in Article V which are subject to the qualification
"to CCMH's knowledge," CCMH will be deemed to have knowledge of a matter if
(i) Nathan A. Chapman, Jr. has knowledge of the matter, or (ii) such matter has
come, or should reasonably be expected to have come, to the attention of any of
such individual if such individual had conducted a reasonable due diligence
review of CCMH's operations and business, including, without limitation,
reasonable inquiries to key personnel of CCMH regarding the business and
operations of CCMH and a review of, and discussion with key personnel regarding,
pertinent books and records of CCMH.

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<PAGE>
IN WITNESS WHEREOF, EChapman, Merger Subsidiary and CCMH have caused this
Agreement to be executed by their respective officers thereunto duly authorized
as of the date first written above.

<TABLE>
<S> <C> <C>
ECHAPMAN.COM, INC.

By: /s/ NATHAN A. CHAPMAN, JR.
-----------------------------------------
Nathan A. Chapman, Jr.
CHAIRMAN OF THE BOARD AND PRESIDENT

CCMH MERGER SUBSIDIARY, INC.

By: /s/ NATHAN A. CHAPMAN, JR.
-----------------------------------------
Nathan A. Chapman, Jr.
PRESIDENT

CHAPMAN CAPITAL MANAGEMENT
HOLDINGS, INC.

By: /s/ NATHAN A. CHAPMAN, JR.
-----------------------------------------
Nathan A. Chapman, Jr.
CHAIRMAN OF THE BOARD AND PRESIDENT
</TABLE>

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<PAGE>
ANNEX II

November 15, 1999

Merger Committee of the Board of Directors
Chapman Capital Management Holdings, Inc.
401 East Pratt Street, 28(th) Floor
Baltimore, MD 21202

Members of the Board:

You have requested our opinion (the "Fairness Opinion") as to the fairness,
from a financial point of view, of the consideration to be received by the
independent public shareholders (excluding insiders and affiliates) of Chapman
Capital Management Holdings, Inc. ("Chapman" or the "Company") common stock, par
value $0.001 per share (the "Common Stock"), pursuant to the proposed Agreement
and Plan of Merger (the "CCMH Merger Agreement") by and among
EChapman.com, Inc. ("EChapman.com"), CCMH Merger Subsidiary, Inc. and Chapman
Capital Management Holdings, Inc. dated November 14, 1999. The consideration to
be issued to each holder of Chapman Common Stock in the Merger will be that
number of shares of EChapman.com Common Stock, par value $0.001 per share, which
is determined by multiplying the Exchange Ratio of 2.23363 by the number of
shares of Chapman Common Stock held by such holder of Chapman Common Stock on
the Closing Date.

Tucker Anthony Cleary Gull ("Tucker Anthony") as part of its investment
banking business is regularly engaged in the valuation of businesses and their
securities in connection with mergers and acquisitions, negotiated
underwritings, private placements and valuations for corporate and other
purposes. We have been retained to render the Fairness Opinion to the Merger
Committee of the Board of Directors (the "Merger Committee") of Chapman in
connection with the Merger and will receive a fee for our services, a
significant portion of which is payable at the time of delivery of the written
fairness opinion.

In arriving at our opinion, we have among other things:

(i) Reviewed the following merger agreements (the "Merger Agreements"):

Agreement and Plan of Merger by and among EChapman.com, Inc., CCMH Merger
Subsidiary, Inc. and Chapman Capital Management Holdings, Inc. dated
November 14, 1999; and

Agreement and Plan of Merger (the "CHI Merger Agreement") by and among
EChapman.com, Inc., CHI Merger Subsidiary, Inc. and Chapman Holdings, Inc.
("CHI") dated November 14, 1999;

(ii) Reviewed the EChapman.com Form SB-2 dated November 15, 1999;

(iii) Reviewed certain historical financial and other information concerning the
Company and CHI for the nine month period ended September 30, 1999 and for
the fiscal years ended December 31, 1998 and December 31, 1997, as filed
with the SEC;

(iv) Reviewed certain estimated financial and other information concerning the
Company and CHI for the fiscal year ending December 31, 1999;

(v) Held discussions with the senior management of the Company, CHI and
EChapman.com with respect to their past and current financial performance,
financial condition and future prospects;

(vi) Reviewed certain internal financial data, projections and other information
of the Company, CHI and EChapman.com including financial projections
prepared by management;

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<PAGE>
(vii) Reviewed certain historical financial and other information concerning
Chapman Insurance Holdings ("CIH") for the nine month period ended
September 30, 1999 and for the fiscal years ended December 31, 1998 and
December 31, 1997;

(viii)Held discussions with the senior management of CIH with respect to their
past and current financial performance, financial condition and future
prospects and reviewed the proposed merger terms as presented in the
EChapman.com Form SB-2 dated November 15, 1999;

(ix) Analyzed certain publicly available information of other asset management
and investment banking firms deemed comparable or otherwise relevant to our
inquiry, and compared the Company and CHI from a financial point of view
with certain of these firms;

(x) Compared the consideration to be received by the stockholders of the Company
and CHI pursuant to the Merger Agreements with the consideration received by
stockholders in other acquisitions of asset management and investment
banking firms deemed comparable or otherwise relevant to our inquiry;

(xi) Reviewed historical trading activity and ownership data of the Company and
CHI common stock and considered the prospects for price movement in each;

(xii) Conducted such other financial studies, analyses and investigations and
reviewed such other information as we deemed appropriate to enable us to
render our opinion.

We note that the Merger is subject to the condition that EChapman.com
completes a public offering of its common stock in which (i) EChapman.com
receives gross proceeds of no less than $20.0 million and (ii) the price paid by
the public for shares of EChapman.com common stock reflects a post-merger,
pre-offering valuation of EChapman.com of no less than $80.0 million (which
would equate to a pre-merger, pre-offering valuation of the Company of
approximately $45.2 million, or $13.40 per share). We have assumed that this and
all other conditions to the Merger will be satisfied prior to completion of the
Merger.

Our opinion assumes that the EChapman.com public offering is fairly priced
and that each of the constituent transactions is adequately disclosed in
EChapman.com's Form SB-2. We also note that Ferris, Baker Watts, Incorporated is
expected to act as qualified independent underwriter for the proposed offering
of shares of EChapman.com common stock and that we are not opining on the
fairness of that offering to any person.

We have assumed that the CHI Merger will be closed simultaneously with the
Merger, without waiver of any of CHI's terms and conditions.

In our review and analysis and in arriving at our opinion we have assumed
and relied upon the accuracy and completeness of all the financial information
publicly available or provided to us by the Company, CHI and EChapman.com and
have not attempted to verify any of such information. We have assumed that
(i) financial projections provided to us with respect to the results of
operations likely to be achieved have been prepared on a basis reflecting the
best currently available estimates and judgments of management as to future
financial performance and results and (ii) that such forecasts and estimates
will be realized in the amounts and in the time periods currently estimated by
management. We are not addressing the likelihood that EChapman.com will succeed
in implementing its proposed business plan, and we note that neither the Company
nor CHI has reported net income since becoming a public company. We are not
opining on the CIH proposed agreement to merge with EChapman.com. We did not
make or obtain any independent evaluations or appraisals of any assets or
liabilities of the Company, CHI or any of their respective subsidiaries or
affiliates nor did we verify any of the Company's or CHI's books or records. Our
opinion is necessarily based upon market, economic and other conditions as they
exist and can be evaluated as of the date of this letter. The opinion was
delivered for the use and benefit of the Merger Committee of the Board of
Directors of the Company

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<PAGE>
and is not a recommendation to shareholders. Tucker Anthony and the Merger
Committee have agreed that they do not believe any party other than the Merger
Committee has the legal right to rely on the opinion and, absent any controlling
precedent, would resist any assertion otherwise.

Based upon and subject to the foregoing, it is our opinion that as of the
date hereof the consideration to be received by holders of the Common Stock
pursuant to the Agreement is fair to such holders from a financial point of
view.

Very truly yours,

TUCKER ANTHONY CLEARY GULL

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<PAGE>
ANNEX III

SECTION 3-201. "SUCCESSOR" DEFINED.

(a) CORPORATION AMENDING CHARTER.--In this subtitle, except as provided in
subsection (b) of this section, "successor" includes a corporation which amends
its charter in a way which alters the contract rights, as expressly set forth in
the charter, of any outstanding stock, unless the right to do so is reserved by
the charter of the corporation.

(b) CORPORATION WHOSE STOCK IS ACQUIRED.--When used with reference to a
share exchange, "successor" means the corporation the stock of which was
acquired in the share exchange. (An. Code 1957, art. 23, Section 73; 1975, ch.
311, Section 2; 1985, ch. 657.)

SECTION 3-202. RIGHT TO FAIR VALUE OF STOCK.

(a) GENERAL RULE.--Except as provided in subsection (c) of this section, a
stockholder of a Maryland corporation has the right to demand and receive
payment of the fair value of the stockholder's stock from the successor if:

(1) The corporation consolidates or merges with another corporation;

(2) The stockholder's stock is to be acquired in a share exchange;

(3) The corporation transfers its assets in a manner requiring action
under Section 3-105(e) of this title;

(4) The corporation amends its charter in a way which alters the
contract rights, as expressly set forth in the charter, of any outstanding
stock and substantially adversely affects the stockholder's rights, unless
the right to do so is reserved by the charter of the corporation; or

(5) The transaction is governed by Section 3-602 of this title or
exempted by Section 3-603(b) of this title.

(b) BASIS OF FAIR VALUE.--(1) Fair value is determined as of the close of
business:

(i) With respect to a merger under Section 3-106 of this title of a
90 percent or more owned subsidiary with or into its parent corporation,
on the day notice is given or waived under Section 3-106; or

(ii) With respect to any other transaction, on the day the
stockholders voted on the transaction objected to.

(2) Except as provided in paragraph (3) of this subsection, fair value
may not include any appreciation or depreciation which directly or
indirectly results from the transaction objected to or from its proposal.

(3) In any transaction governed by Section 3-602 of this title or
exempted by Section 3-603(b) of this title, fair value shall be value
determined in accordance with the requirements of Section 3-603(b) of this
title.

(c) WHEN RIGHT TO FAIR VALUE DOES NOT APPLY.--Unless the transaction is
governed by Section 3-602 of this title or is exempted by Section 3-603(b) of
this title, a stockholder may not demand the fair value of his stock and is
bound by the terms of the transaction if:

(1) The stock is listed on a national securities exchange or is
designated as a national market system security on an interdealer quotation
system by the National Association of Securities Dealers, Inc.:

(i) With respect to a merger under Section 3-106 of this title of a
90 percent or more owned subsidiary with or into its parent corporation,
on the date notice is given or waived under Section 3-106; or

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<PAGE>
(ii) With respect to any other transaction, on the record date for
determining stockholders entitled to vote on the transaction objected to;

(2) The stock is that of the successor in a merger, unless:

(i) The merger alters the contract rights of the stock as expressly
set forth in the charter, and the charter does not reserve the right to
do so; or

(ii) The stock is to be changed or converted in whole or in part in
the merger into something other than either stock in the successor or
cash, scrip, or other rights or interests arising out of provisions for
the treatment of fractional shares of stock in the successor; or

(3) The stock is that of an open-end investment company registered with
the Securities and Exchange Commission under the Investment Company Act of
1940 and the value placed on the stock in the transaction is its net asset
value. (An. Code 1957, art. 23, Section 73; 1975, ch. 311, Section 2; 1976,
ch. 567, Section 2; 1983, Sp. Sess., ch. 1; 1985, chs. 363, 657; 1990, ch.
6, Section 2; 1993, ch. 605; 1997, ch. 717; 1999, ch. 395; ch. 459, Section
1.)

SECTION 3-203. PROCEDURE BY STOCKHOLDER.

(a) SPECIFIC DUTIES.--A stockholder of a corporation who desires to receive
payment of the fair value of his stock under this subtitle:

(1) Shall file with the corporation a written objection to the proposed
transaction:

(i) With respect to a merger under Section 3-106 of this title of a
90 percent or more owned subsidiary with or into its parent corporation,
within 30 days after notice is given or waived under Section 3-106; or

(ii) With respect to any other transaction, at or before the
stockholders' meeting at which the transaction will be considered;

(2) May not vote in favor of the transaction; and

(3) Within 20 days after the Department accepts the articles for record,
shall make a written demand on the successor for payment for his stock,
stating the number and class of shares for which he demands payment.

(b) FAILURE TO COMPLY WITH SECTION.--A stockholder who fails to comply with
this section is bound by the terms of the consolidation, merger, share exchange,
transfer of assets, or charter amendment. (An. Code 1957, art. 23, Section 73;
1975, ch. 311, Section 2; 1976, ch. 567, Section 2; 1999, ch. 395.)

SECTION 3-204. EFFECT OF DEMAND ON DIVIDEND AND OTHER RIGHTS.

A stockholder who demands payment for his stock under this subtitle:

(1) Has no right to receive any dividends or distributions payable to
holders of record of that stock on a record date after the close of business
on the day as at which fair value is to be determined under Section 3-202 of
this subtitle; and

(2) Ceases to have any rights of a stockholder with respect to that
stock, except the right to receive payment of its fair value. (An. Code
1957, art. 23, Section 73; 1975, ch. 311, Section 2; 1976, ch. 567,
Section 2.

SECTION 3-205. WITHDRAWAL OF DEMAND.

A demand for payment may be withdrawn only with the consent of the
successor. (An. Code 1957, art. 23, Section 73; 1975, ch. 311, Section 2.)

III-2
<PAGE>
SECTION 3-206. RESTORATION OF DIVIDEND AND OTHER RIGHTS.

(a) WHEN RIGHTS RESTORED.--The rights of a stockholder who demands payment
are restored in full, if:

(1) The demand for payment is withdrawn;

(2) A petition for an appraisal is not filed within the time required by
this subtitle;

(3) A court determines that the stockholder is not entitled to relief;
or

(4) The transaction objected to is abandoned or rescinded.

(b) EFFECT OF RESTORATION.--The restoration of a stockholder's rights
entitles him to receive the dividends, distributions, and other rights he would
have received if he had not demanded payment for his stock. However, the
restoration does not prejudice any corporate proceedings taken before the
restoration. (An. Code 1957, art. 23, Section 73; 1975, ch. 311, Section 2.)

SECTION 3-207. NOTICE AND OFFER TO STOCKHOLDERS.

(a) DUTY OF SUCCESSOR.--(1) The successor promptly shall notify each
objecting stockholder in writing of the date the articles are accepted for
record by the Department.

(2) The successor also may send a written offer to pay the objecting
stockholder what it considers to be the fair value of his stock. Each offer
shall be accompanied by the following information relating to the
corporation which issued the stock:

(i) A balance sheet as of a date not more than six months before the
date of the offer;

(ii) A profit and loss statement for the 12 months ending on the date
of the balance sheet; and

(iii) Any other information the successor considers pertinent.

(b) MANNER OF SENDING NOTICE.--The successor shall deliver the notice and
offer to each objecting stockholder personally or mail them to him by certified
mail, return receipt requested, bearing a postmark from the United States Postal
Service, at the address he gives the successor in writing, or, if none, at his
address as it appears on the records of the corporation which issued the stock.
(An. Code 1957, art. 23, Section 73; 1975, ch. 311, Section 2; 1983, ch. 563;
1985, ch. 10, Section 3.)

SECTION 3-208. PETITION FOR APPRAISAL; CONSOLIDATION OF PROCEEDINGS; JOINDER
OF OBJECTORS.

(a) PETITION FOR APPRAISAL.--Within 50 days after the Department accepts the
articles for record, the successor or an objecting stockholder who has not
received payment for his stock may petition a court of equity in the county
where the principal office of the successor is located or, if it does not have a
principal office in this State, where the resident agent of the successor is
located, for an appraisal to determine the fair value of the stock.

(b) CONSOLIDATION OF SUITS; JOINDER OF OBJECTORS.--(1) If more than one
appraisal proceeding is instituted, the court shall direct the consolidation of
all the proceedings on terms and conditions it considers proper.

(2) Two or more objecting stockholders may join or be joined in an
appraisal proceeding. (An. Code 1957, art. 23, Section 73; 1975, ch. 311,
Section 2.)

SECTION 3-209. NOTATION ON STOCK CERTIFICATE.

(a) SUBMISSION OF CERTIFICATE.--At any time after a petition for appraisal
is filed, the court may require the objecting stockholders parties to the
proceeding to submit their stock certificates to the

III-3
<PAGE>
clerk of the court for notation on them that the appraisal proceeding is
pending. If a stockholder fails to comply with the order, the court may dismiss
the proceeding as to him or grant other appropriate relief.

(b) TRANSFER OF STOCK BEARING NOTATION.--If any stock represented by a
certificate which bears a notation is subsequently transferred, the new
certificate issued for the stock shall bear a similar notation and the name of
the original objecting stockholder. The transferee of this stock does not
acquire rights of any character with respect to the stock other than the rights
of the original objecting stockholder. (An. Code 1957, art. 23, Section 73;
1975, ch. 311, Section 2.)

SECTION 3-210. APPRAISAL OF FAIR VALUE.

(a) COURT TO APPOINT APPRAISERS.--If the court finds that the objecting
stockholder is entitled to an appraisal of his stock, it shall appoint three
disinterested appraisers to determine the fair value of the stock on terms and
conditions the court considers proper. Each appraiser shall take an oath to
discharge his duties honestly and faithfully.

(b) REPORT OF APPRAISERS--FILING.--Within 60 days after their appointment,
unless the court sets a longer time, the appraisers shall determine the fair
value of the stock as of the appropriate date and file a report stating the
conclusion of the majority as to the fair value of the stock.

(c) SAME--CONTENTS.--The report shall state the reasons for the conclusion
and shall include a transcript of all testimony and exhibits offered.

(d) SAME--SERVICE; OBJECTION.--(1) On the same day that the report is filed,
the appraisers shall mail a copy of it to each party to the proceedings.

(2) Within 15 days after the report is filed, any party may object to it
and request a hearing. (An. Code 1957, art. 23, Section 73; 1975, ch. 311,
Section 2.)

SECTION 3-211. ACTION BY COURT ON APPRAISERS' REPORT.

(a) ORDER OF COURT.--The court shall consider the report and, on motion of
any party to the proceeding, enter an order which:

(1) Confirms, modifies, or rejects it; and

(2) If appropriate, sets the time for payment to the stockholder.

(b) PROCEDURE AFTER ORDER.--(1) If the appraisers' report is confirmed or
modified by the order, judgment shall be entered against the successor and in
favor of each objecting stockholder party to the proceeding for the appraised
fair value of his stock.

(2) If the appraisers' report is rejected, the court may:

(i) Determine the fair value of the stock and enter judgment for the
stockholder; or

(ii) Remit the proceedings to the same or other appraisers on terms
and conditions it considers proper.

(c) JUDGMENT INCLUDES INTEREST.--(1) Except as provided in paragraph (2) of
this subsection, a judgment for the stockholder shall award the value of the
stock and interest from the date as at which fair value is to be determined
under Section 3-202 of this subtitle.

(2) The court may not allow interest if it finds that the failure of the
stockholder to accept an offer for the stock made under Section 3-207 of
this subtitle was arbitrary and vexatious or not in good faith. In making
this finding, the court shall consider:

(i) the price which the successor offered for the stock;

III-4
<PAGE>
(ii) The financial statements and other information furnished to the
stockholder; and

(iii) Any other circumstances it considers relevant.

(d) COSTS OF PROCEEDINGS.--(1) The costs of the proceedings, including
reasonable compensation and expenses of the appraisers, shall be set by the
court and assessed against the successor. However, the court may direct the
costs to be apportioned and assessed against any objecting stockholder if the
court finds that the failure of the stockholder to accept an offer for the stock
made under Section 3-207 of this subtitle was arbitrary and vexatious or not in
good faith. In making this finding, the court shall consider:

(i) The price which the successor offered for the stock;

(ii) The financial statements and other information furnished to the
stockholder; and

(iii) Any other circumstances it considers relevant.

(2) Costs may not include attorney's fees or expenses. The reasonable
fees and expenses of experts may be included only if:

(i) The successor did not make an offer for the stock under Section
3-207 of this subtitle; or

(ii) the value of the stock determined in the proceeding materially
exceeds the amount offered by the successor.

(e) EFFECT OF JUDGMENT.--The judgment is final and conclusive on all parties
and has the same force and effect as other decrees in equity. The judgment
constitutes a lien on the assets of the successor with priority over any
mortgage or other lien attaching on or after the effective date of the
consolidation, merger, transfer, or charter amendment. (An. Code 1957, art. 23,
Section 73; 1975, ch. 311, Section 2; 1976, ch. 567, Section 2.)

SECTION 3-212. SURRENDER OF STOCK.

The successor is not required to pay for the stock of an objecting
stockholder or to pay a judgment rendered against it in a proceeding for an
appraisal unless, simultaneously with payment:

(1) The certificates representing the stock are surrendered to it,
indorsed in blank, and in proper form for transfer; or

(2) Satisfactory evidence of the loss or destruction of the certificates
and sufficient indemnity bond are furnished. (An. Code 1957, art. 23,
Section 73; 1975, ch. 311, Section 2.)

SECTION 3-213. RIGHTS OF SUCCESSOR WITH RESPECT TO STOCK.

(a) GENERAL RULE.--A successor which acquires the stock of an objecting
stockholder is entitled to any dividends or distributions payable to holders of
record of that stock on a record date after the close of business on the day as
at which fair value is to be determined under Section 3-202 of this subtitle.

(b) SUCCESSOR IN TRANSFER OF ASSETS.--After acquiring the stock of an
objecting stockholder, a successor in a transfer of assets may exercise all the
rights of an owner of the stock.

(c) SUCCESSOR IN CONSOLIDATION, MERGER, OR SHARE EXCHANGE.--Unless the
articles provide otherwise, stock in the successor of a consolidation, merger,
or share exchange otherwise deliverable in exchange for the stock of an
objecting stockholder has the status of authorized but unissued stock of the
successor. However, a proceeding for reduction of the capital of the successor
is not necessary to retire the stock or to reduce the capital of the successor
represented by the stock. (An. Code 1957, art. 23 Section 73; 1975, ch. 311,
Section 2; 1976, ch. 567, Section 2.)

III-5
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Section 2-418 of the Maryland General Corporation Law (the "MGCL") provides
that the Registrant may indemnify any director who was, is or is threatened to
be made a named defendant or respondent to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that he is or was a director of the
Registrant, or while a director, is or was serving at the request of the
Registrant as a director, officer, partner, trustee, employee or agent of
another foreign or domestic corporation, partnership, joint venture, trust,
other enterprise or employee benefit plan, against reasonable expenses
(including attorneys' fees), judgments, penalties, fines and settlements,
actually incurred by the director in connection with such action, suit or
proceeding, unless it is established that: (i) the act or omission of the
director was material to the matter giving rise to such action, suit or
proceeding, and was committed in bad faith or was the result of active and
deliberate dishonesty; (ii) the director actually received an improper personal
benefit in money, property or services; or (iii) in the case of any criminal
proceeding, the director had reasonable cause to believe that the act or
omission was unlawful. If the action, suit or proceeding was one by or in the
right of the Registrant, no indemnification shall be made with respect to any
action, suit or proceeding in which the director shall have been adjudged to be
liable to the Registrant. A director also may not be indemnified with respect to
any action, suit or proceeding charging improper personal benefit to the
director, whether or not involving action in the director's official capacity,
in which the director is adjudged to be liable on the basis that a personal
benefit was improperly received. Unless limited by the Registrant's Charter:
(i) a court of appropriate jurisdiction, upon application of a director, may
order such indemnification as the court shall deem proper if it determines that
the director is fairly and reasonably entitled to indemnification in view of all
of the relevant circumstances, regardless of whether the director has met the
standards of conduct required by MGCL Section 2-418; and (ii) the Registrant
shall indemnify a director if such director is successful on the merits or
otherwise in defense of any action, suit or proceeding referred to above.
However, with respect to any action, suit or proceeding by or in the right of
the Registrant or in which the director was adjudged to be liable on the basis
that a personal benefit was improperly received, the Registrant may only
indemnify the director for any expenses (including attorneys' fees) incurred in
connection with such action, suit or proceeding.

MGCL Section 2-418 further provides that unless limited by the Registrant's
Charter, the Registrant: (i) shall (a) indemnify an officer of the Registrant if
such officer is successful on the merits or otherwise in defense of any action,
suit or proceeding referred to above, and (b) indemnify an officer of the
Registrant if a court of appropriate jurisdiction, upon application of an
officer, shall order indemnification; (ii) may indemnify and advance expenses to
an officer, employee or agent of the Registrant to the same extent that it may
indemnify directors; and (iii) may indemnify and advance expenses to an officer,
employee or agent who is not a director to such further extent, consistent with
law, as may be provided by the Charter, Bylaws, general or specific action of
the Registrant's Board of Directors or contract.

The Charter of the Registrant, provides that the Registrant shall indemnify
its currently acting and its former directors and officers against any and all
liabilities and expenses incurred in connection with their services in such
capacities to the maximum extent permitted by the MGCL, as from time to time
amended. If approved by the Board of Directors, the Registrant may indemnify its
employees, agents and persons who serve and have served, at its request as a
director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture or other enterprise to the extent determined to be
appropriate by the Board of Directors. The Registrant shall advance expenses to
its directors and officers entitled to mandatory indemnification to the maximum
extent permitted by the MGCL and

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<PAGE>
may in the discretion of the Board of Directors advance expenses to employees,
agents and others who may be granted indemnification.

The Registrant's Charter provides that, to the fullest extent permitted by
the MGCL, as amended or interpreted, no director or officer of the Registrant
shall be personally liable to the Registrant or its stockholders for monetary
damages in connection with events occurring at the time such person served as a
director or officer.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

These Exhibits are numbered in accordance with the Exhibit Table of Item 601
of Regulation S-K.

(a) Exhibit Index

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------------------- -----------
<S> <C>
3.1 Articles of Amendment and Restatement of the Company (Filed
as Exhibit to EChapman.com, Inc. Registration Statement on
Form SB-2 (File No. 333-90987) as filed with the Securities
and Exchange Commission on November 15, 1999 and hereby
incorporated by reference)

3.2 Bylaws of the Company (Filed as Exhibit to EChapman.com,
Inc. Registration Statement on Form SB-2 (File No.
333-90987) as filed with the Securities and Exchange
Commission on November 15, 1999 and hereby incorporated by
reference)

4 Form of common stock Certificate (Filed as Exhibit to
EChapman.com, Inc. Registration Statement on Form SB-2 (File
No. 333-90987) as filed with the Securities and Exchange
Commission on November 15, 1999 and hereby incorporated by
reference)

5 Opinion regarding legality of Venable, Baetjer and Howard,
LLP (To be filed by amendment)

8 Opinion regarding tax matters of Venable, Baetjer and
Howard, LLP (To be filed by amendment)

10.1 EChapman.com, Inc. 1999 Omnibus Stock Option Plan (Filed as
Exhibit to EChapman.com, Inc. Registration Statement on
Form SB-2 (File No. 333-90987) as filed with the Securities
and Exchange Commission on November 15, 1999 and hereby
incorporated by reference)

10.2 Service Mark License Agreement between the Company and
Nathan A. Chapman, Jr. dated November 12, 1999 (Filed as
Exhibit to EChapman.com, Inc. Registration Statement on
Form SB-2 (File No. 333-90987) as filed with the Securities
and Exchange Commission on November 15, 1999 and hereby
incorporated by reference)

10.3 Agreement and Plan of Merger by and between the Company, and
Chapman Holdings, Inc. dated November 15, 1999 (Filed as
Exhibit to EChapman.com, Inc. Registration Statement on
Form SB-2 (File No. 333-90987) as filed with the Securities
and Exchange Commission on November 15, 1999 and hereby
incorporated by reference)

10.4 Agreement and Plan of Merger by and between the Company, and
Chapman Capital Management, Inc. dated November 15, 1999
(Filed as Exhibit to EChapman.com, Inc. Registration
Statement on Form SB-2 (File No. 333-90987) as filed with
the Securities and Exchange Commission on November 15, 1999
and hereby incorporated by reference)

10.5 Agreement and Plan of Merger by and between the Company, and
Chapman Insurance Holdings, Inc. dated November 15, 1999 (To
be filed by amendment)
</TABLE>

II-2
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------------------- -----------
<S> <C>
10.6 Support Agreement between the Company and Nathan A. Chapman,
Jr. dated November 12, 1999 (Chapman Holdings, Inc.) (Filed
as Exhibit to EChapman.com, Inc. Registration Statement on
Form SB-2 (File No. 333-90987) as filed with the Securities
and Exchange Commission on November 15, 1999 and hereby
incorporated by reference)

10.7 Support Agreement between the Company and Nathan A. Chapman,
Jr. dated November 12, 1999 (Chapman Capital Management
Holdings, Inc.) (Filed as Exhibit to EChapman.com, Inc.
Registration Statement on Form SB-2 (File No. 333-90987) as
filed with the Securities and Exchange Commission on
November 15, 1999 and hereby incorporated by reference)

10.8 Support Agreement between the Company and Nathan A. Chapman,
Jr. dated November 12, 1999 (Chapman Insurance Holdings)
(Filed as Exhibit to EChapman.com, Inc. Registration
Statement on Form SB-2 (File No. 333-90987) as filed with
the Securities and Exchange Commission on November 15, 1999
and hereby incorporated by reference)

10.9 Fully Disclosed Clearing Agreement between the Pershing
Division, Donaldson, Lufkin & Jenrette Securities
Corporation and The Chapman Co. dated March 16, 1999 (Filed
as Exhibit to EChapman.com, Inc. Registration Statement on
Form SB-2 (File No. 333-90987) as filed with the Securities
and Exchange Commission on November 15, 1999 and hereby
incorporated by reference)

10.10 $106,922 Promissory Note to The Chapman Co. from Nathan A.
Chapman, Jr. dated December 31, 1996 (Filed as Exhibit 10.1
to Chapman Holdings, Inc.'s Registration Statement on Form
SB-2 (File No. 333-43487) as filed with the Securities and
Exchange Commission on December 30, 1997 and hereby
incorporated by reference)

10.11 Distribution Agreement between The Chapman Co. and The
Chapman Funds, Inc. on behalf of The Chapman U.S. Treasury
Money Fund and The Chapman Institutional Cash Management
Fund dated April 30, 1997 (Filed as Exhibit 5(A) to
Post-Effective Amendment No. 13 to The Chapman Funds, Inc.'s
Registration Statement on Form N-1A (File Nos.
33-25716;811-5697) as filed with the Securities and Exchange
Commission on August 7, 1997 and hereby incorporated by
reference)

10.12 Distribution Agreement between The Chapman Co. and The
Chapman Funds, Inc. on behalf of the DEM Equity Fund dated
October 28, 1997 (Filed as Exhibit 5(B) to Post-Effective
Amendment No. 15 to The Chapman Funds, Inc.'s Registration
Statement on Form N-1A (File No. 33-25716;811-5697) as filed
with the Securities and Exchange Commission on March 2, 1998
and hereby incorporated by reference)

10.13 Distribution Agreement between The Chapman Co. and The
Chapman Funds, Inc. on behalf of the DEM Index Fund dated
October 28, 1997 (Filed as Exhibit 5(C) to Post-Effective
Amendment No. 16 to The Chapman Funds, Inc.'s Registration
Statement on Form N-1A (File Nos. 33-25716;811-5697) as
filed with the Securities and Exchange Commission on May 29,
1998 and hereby incorporated by reference)

10.14 Distribution Agreement between The Chapman Co. and The
Chapman Funds, Inc. on behalf of the DEM Fixed Income Fund
dated February 11, 1998 (Filed as Exhibit 5(D) to Post-
Effective Amendment No. 17 to The Chapman Funds, Inc.'s
Registration Statement on Form N-1A (File Nos.
33-25716;811-5697) as filed with the Securities and Exchange
Commission on June 12, 1998 and hereby incorporated by
reference)
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------------------- -----------
<S> <C>
10.15 Distribution Agreement between The Chapman Co. and The
Chapman Funds, Inc. on behalf of the DEM Multi-Manager
Equity Fund dated February 11, 1998 (Filed as Exhibit 5(E)
to Post-Effective Amendment No. 18 to The Chapman Fund,
Inc.'s Registration Statement on Form N-1A (File Nos.
33-25716;811-5697) as filed with the Securities and Exchange
Commission on September 30, 1998 and hereby incorporated by
reference)

10.16 Distribution Agreement between The Chapman Co. and The
Chapman Funds, Inc. on behalf of the DEM Multi-Manager Bond
Fund dated February 11, 1998 (Filed as Exhibit 5(F) to
Post-Effective Amendment No. 21 to The Chapman Funds, Inc.'s
Registration Statement on Form N-1A (File Nos.
33-25716;811-5697) as filed with the Securities and Exchange
Commission on July 15, 1999 and hereby incorporated by
reference)

10.17 Equipment Lease Agreement between The Chapman Co. and
Chapman Limited Partnership dated October 1, 1993 (Filed as
Exhibit 10.7 to Chapman Holdings, Inc.'s Registration
Statement on Form SB-2 (File No. 333-43487) as filed with
the Securities and Exchange Commission on December 30, 1997
and hereby incorporated by reference)

10.18 Trademark Assignment from The Chapman Co. to Nathan A.
Chapman, Jr. dated December 24, 1997 (Filed as Exhibit 10.8
to Chapman Holdings, Inc.'s Registration Statement on Form
SB-2 (File No. 333-43487) as filed with the Securities and
Exchange Commission on December 30, 1997 and hereby
incorporated by reference)

10.19 Trademark Assignment from The Chapman Co. to Nathan A.
Chapman, Jr. dated December 24, 1997 (Filed as Exhibit 10.9
to Chapman Holdings, Inc.'s Registration Statement on Form
SB-2 (File No. 33343487) as filed with the Securities and
Exchange Commission on December 30, 1997 and hereby
incorporated by reference)

10.20 License Agreement between The Chapman Co. and Nathan A.
Chapman, Jr. dated December 26, 1997 (Filed as Exhibit 10.10
to Chapman Holdings, Inc.'s Registration Statement on Form
SB-2 (File 333-43487) as filed with the Securities and
Exchange Commission on December 30, 1997 and hereby
incorporated by reference)

10.21 $763,367 Promissory Note to The Chapman Co. from Chapman
Capital Management dated October 31, 1997 (Filed as Exhibit
10.11 to Pre-Effective Amendment No. 1 to Chapman Holdings,
Inc.'s Registration Statement on Form SB-2 (File No.
333-43487) as filed with the Securities and Exchange
Commission on February 17, 1998 and hereby incorporated by
reference)

10.22 $176,250 Promissory Note to The Chapman Co. from Nathan A.
Chapman, Jr. dated February 11, 1998 (Filed as Exhibit 10.13
to Pre-Effective Amendment No. 1 to Chapman Holdings, Inc.'s
Registration Statement on Form SB-2 (File No. 333-43487) as
filed with the Securities and Exchange Commission on
February 17, 1998 and hereby incorporated by reference)

10.23 $100,000 Promissory Note to Chapman Holdings, Inc. from
Nathan A. Chapman, Jr. dated May 1, 1998 (Filed as Exhibit
10.1 to Chapman Holding's Quarterly Report on Form 10Q-SB
(File No. 0-23587) as filed with the Securities and Exchange
Commission on November 16, 1998 and hereby incorporated by
reference)

10.24 $285,587.34 Promissory Note to Chapman Holdings, Inc. from
Nathan A. Chapman, Jr. dated March 11, 1998 (Filed as
Exhibit 10.2 to Chapman Holding, Inc.'s Quarterly Report on
Form 10Q-SB as filed with the Securities and Exchange
Commission on November 16, 1998 and hereby incorporated by
reference)
</TABLE>

II-4
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------------------- -----------
<S> <C>
10.25 $51,690 Promissory Note to Chapman Holdings, Inc. from
Nathan A. Chapman, Jr. dated December 31, 1998 (Filed as
Exhibit 10.17 to Post-Effective Amendment No. 2 to Chapman
Holdings, Inc.'s Registration Statement on Form SB-2 (File
No. 333-48419) as filed with the Securities and Exchange
Commission on March 18, 1999 and hereby incorporated by
reference)

10.26 Agreement between Chapman Holdings, Inc. and Chapman Capital
Management Holdings, Inc. as to Allocation of Shared
Expenses dated as of January 1, 1999 (Filed as Exhibit 10.1
to Chapman Holdings, Inc.'s Quarterly Report on Form 10Q-SB
(File No. 0-23587) as filed with the Securities and Exchange
Commission on May 17, 1999 and hereby incorporated by
reference)

10.27 Advisory and Administrative Services Agreement between
Chapman Capital Management, Inc. and The Chapman Funds, Inc.
on behalf of The Chapman U.S. Treasury Money Fund and The
Chapman Institutional Management Fund dated April 20, 1997
(Filed as Exhibit 4(A) to Post-Effective Amendment No. 13 to
The Chapman Funds, Inc.'s Registration Statement on Form
N-1A (file Nos. 33-25716;811-5697) as filed with the
Securities and Exchange Commission on August 7, 1997 and
hereby incorporated by reference)

10.28 Advisory and Administrative Services Agreement between
Chapman Capital Management, Inc. and The Chapman Funds, Inc.
on behalf of the DEM Equity Fund dated October 28, 1997
(Filed as Exhibit 4(B) to Post-Effective Amendment No. 15 to
The Chapman Funds, Inc.'s Registration Statement on Form
N-1A (File No. 33-25716;811-5697) as filed with the
Securities and Exchange Commission on March 2, 1998 and
hereby incorporated by reference)

10.29 Advisory and Administrative Services Agreement between
Chapman Capital Management, Inc. and The Chapman Funds, Inc.
on behalf of the DEM Index Fund dated October 28, 1997
(Filed as Exhibit 4(C) to Post-Effective Amendment No. 16 to
The Chapman Funds, Inc.'s Registration Statement on Form
N-1A (File Nos. 33-25716;811-5697) as filed with the
Securities and Exchange Commission on May 29, 1998 and
hereby incorporated by reference)

10.30 Advisory and Administrative Services Agreement between
Chapman Capital Management, Inc. and The Chapman Funds, Inc.
on behalf of the DEM Fixed Income Fund dated February 11,
1998 (Filed as Exhibit 4(D) to Post-Effective Amendment No.
17 to The Chapman Funds, Inc.'s Registration Statement on
Form N-1A (File Nos. 33-25716;811-5697) as filed with the
Securities and Exchange Commission on June 12, 1998 and
hereby incorporated by reference)

10.31 Advisory and Administrative Services Agreement between
Chapman Capital Management, Inc. and The Chapman Funds, Inc.
on behalf of the DEM Multi-Manager Equity Fund dated October
23, 1999 (Filed as Exhibit 4(E) to Post-Effective Amendment
No. 18 to The Chapman Funds, Inc.'s Registration Statement
on Form N-1A (File Nos. 33-25716;811-5697) as filed with the
Securities and Exchange Commission on September 30, 1998 and
hereby incorporated by reference)

10.32 Advisory and Administrative Services Agreement between
Chapman Capital Management, Inc. and the Chapman Funds, Inc.
on behalf of the DEM Multi-Manager Bond Fund dated October
23, 1998 (Filed as Exhibit 4(F) to Post-Effective Amendment
No. 21 to The Chapman Funds, Inc.'s Registration Statement
on Form N-1A (File Nos. 33-25716;811-5697) as filed with the
Securities and Exchange Commission on July 15, 1999 and
hereby incorporated by reference)
</TABLE>

II-5
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------------------- -----------
<S> <C>
10.33 Advisory Agreement for Separate Account dated June 1, 1995
(Filed as Exhibit 10.5 to Amendment No. 2 to Chapman Capital
Management Holdings, Inc.'s Registration Statement on From
SB-2 (File No. 333-51883) as filed with the Securities and
Exchange Commission on June 22, 1998 and hereby incorporated
by reference)

10.34 Agreement & Declaration of Trust between Chapman Capital
Management, Inc. and Bankers Trust Company dated November 1,
1996 (Filed as Exhibit 10.6 to Chapman Capital Management
Holding's Registration Statement on Form SB-2 (File No.
333-51883) as filed with the Securities and Exchange
Commission on May 5, 1998 and hereby incorporated by
reference)

10.35 Agreement between Bankers Trust Company and Chapman Capital
Management, Inc. dated November 1, 1996 (Filed as Exhibit
10.7 to Chapman Capital Management Holding's Registration
Statement on Form SB-2 (File No. 333-51883) as filed with
the Securities and Exchange Commission on May 5, 1998 and
hereby incorporated by reference)

10.36 Agreement between Bankers Trust Company and Chapman Capital
Management and Tremont Partners, Inc. and Stamberg Prestia,
Ltd. dated November 1, 1996 (Filed as Exhibit 10.8 to
Chapman Capital Management Holding's Registration Statement
on Form SB-2 (File No. 333-51883) as filed with the
Securities and Exchange Commission on May 5, 1998 and hereby
incorporated by reference)

10.37 Service Mark License Agreement between Chapman Capital
Management Holdings, Inc., Chapman Capital Management, Inc.
and Nathan A. Chapman, Jr. dated as of June 9, 1998 Filed as
Exhibit 10.10 to Amendment No. 2 to Chapman Capital
Management Holdings, Inc.'s Registration Statement on Form
SB-2 (File No. 333-51883) as filed with the Securities and
Exchange Commission on June 22, 1998 and hereby incorporated
by reference)

10.38 $65,000 Promissory Note to Chapman Capital Management
Holdings, Inc. from Nathan A. Chapman, Jr. dated August 21,
1998 (Filed as Exhibit 10.1 to Chapman Capital Management
Holdings, Inc.'s Quarterly Report on Form 10Q-SB (File No.
0-24213) as filed with the Securities and Exchange
Commission on November 16, 1998 and hereby incorporated by
reference)

10.39 $45,000 Demand Note to Chapman Capital Management, Inc. from
Nathan A. Chapman, Jr. dated July 2, 1998 (Filed as Exhibit
10.2 to Chapman Capital Management Holdings, Inc.'s
Quarterly Report on Form 10Q-SB (File No. 0-24213) as filed
with the Securities and Exchange Commission on November 16,
1998 and hereby incorporated by reference)

10.40 $242,000 Promissory Note to Chapman Capital Management
Holdings, Inc. from Nathan A. Chapman, Jr. dated as of July
29, 1999 (Filed as Exhibit 10.2 to Chapman Capital
Management Holdings, Inc.'s Quarterly Report on Form 10Q-SB
as filed with the Securities and Exchange Commission on
August 20, 1999 and hereby incorporated by reference)

21 Subsidiaries of the Company (Filed as Exhibit to
EChapman.com, Inc. Registration Statement on Form SB-2 (File
No. 333-90987) as filed with the Securities and Exchange
Commission on November 15, 1999 and hereby incorporated by
reference)

23.1 Consent of Arthur Andersen LLP (Filed herewith)

23.2 Consent of Venable, Baetjer and Howard, LLP (included in
Exhibit 5) (To be filed by amendment)

24.1 Power of Attorney (Filed herewith)
</TABLE>

II-6
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------------------- -----------
<S> <C>
24.2 Consent to serve as director (Raymond Haysbert) (Filed as
Exhibit to EChapman.com, Inc. Registration Statement on
Form SB-2 (File No. 333-90987) as filed with the Securities
and Exchange Commission on November 15, 1999 and hereby
incorporated by reference)

24.3 Consent to serve as director (Kweisi Mfume) (Filed as
Exhibit to EChapman.com, Inc. Registration Statement on
Form SB-2 (File No. 333-90987) as filed with the Securities
and Exchange Commission on November 15, 1999 and hereby
incorporated by reference)

24.4 Consent to serve as director (Mark Jefferson) (Filed as
Exhibit to EChapman.com, Inc. Registration Statement on
Form SB-2 (File No. 333-90987) as filed with the Securities
and Exchange Commission on November 15, 1999 and hereby
incorporated by reference)

24.5 Consent to serve as director (Adolph Washington) (Filed as
Exhibit to EChapman.com, Inc. Registration Statement on
Form SB-2 (File No. 333-90987) as filed with the Securities
and Exchange Commission on November 15, 1999 and hereby
incorporated by reference)
</TABLE>

(b) No financial statement schedules are required to be filed herewith
pursuant to Item 21(b) of this Form.

ITEM 22. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to the registration statement;

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement (or the most recent
post-effective amendment thereof); and notwithstanding the forgoing, any
increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
the volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in "Calculation of Registration Fee"
table in the effective registration statement;

(iii) To include any additional or changed material information with
respect to the plan of distribution.

(2) That, for the purpose of determining liability under the Securities
Act, each post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of

II-7
<PAGE>
expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of the
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(d) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the Prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through the
date of responding to the request.

(e) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.

II-8
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly
caused the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Baltimore, state of Maryland on
November 19, 1999.

<TABLE>
<S> <C> <C>
ECHAPMAN.COM, INC.

By: /s/ NATHAN A. CHAPMAN, JR.
-----------------------------------------
Nathan A. Chapman, Jr.
President
</TABLE>

Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated:

<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<C> <S> <C>
/s/ NATHAN A. CHAPMAN, JR. President and Director
------------------------------------------- (Principal Executive November 19, 1999
Nathan A. Chapman, Jr. Officer)

Treasurer and Chief
/s/ DEMETRIS BROWN Financial Officer
------------------------------------------- (Principal Financial November 19, 1999
Demetris Brown Officer and Principal
Accounting Officer)
</TABLE>

The Entire Board of Directors:

Nathan A. Chapman, Jr.
Earl U. Bravo, Sr.

<TABLE>
<S> <C> <C>
By: /s/ NATHAN A. CHAPMAN, JR.
---------------------------------------
Nathan A. Chapman, Jr. November 19, 1999
ATTORNEY-IN-FACT
</TABLE>

II-9

<PAGE>

[LETTERHEAD]

Exhibit 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our reports
and to all references to our firm included in or made a part of this
registration statement.

Baltimore, Maryland /s/ ARTHUR ANDERSEN LLP
November 18, 1999

<PAGE>
Exhibit 24.1

eCHAPMAN.COM, INC.
POWER OF ATTORNEY
------------------

KNOW ALL MEN BY THESE PRESENTS that the undersigned Director(s) and
Executive Officers of ECHAPMAN.COM, INC., a Maryland corporation, hereby
constitute and appoint NATHAN A. CHAPMAN, JR., and EARL U. BRAVO, SR. and
either of them, the true and lawful agents and attorney-in-fact of the
undersigned with full power and authority in either said agent and
attorney-in-fact, to sign for the undersigned and in their respective names
as Directors and Executive Officers of eChapman.com, Inc., the Registration
Statement on Form S-4, and any and all further amendments to said
Registration Statement, hereby ratifying and confirming all acts taken by
such agent and attorney-in-fact, as herein authorized.

DATE
----

/s/ Nathan A. Chapman, Jr. November 19, 1999
- ----------------------------------- -----------------------------
Nathan A. Chapman, Jr.,
President and Director
(Principal Executive Officer)

/s/ Earl U. Bravo, Sr. November 19, 1999
- ----------------------------------- -----------------------------
Earl U. Bravo, Sr., Director

/s/ Demetris Brown November 19, 1999
- ----------------------------------- -----------------------------
Demetris Brown, Chief Financial
Officer (Principal Accounting and
Financial Officer)