Non-competition Agreement Dated As Of 02/26/1999

EXHIBIT 10.3


NON-COMPETITION AGREEMENT


THIS NON-COMPETITION AGREEMENT is made effective as of this 26 day of February, 1999, by and between BNC Mortgage, Inc., a Delaware corporation ("BNC") and Mortgage Logic.com, Inc., a California corporation ("Purchaser" and together with BNC, the "BNC Parties"), on the one hand, and America's Lender, Inc. ("Seller"), SHL Holdings, Inc., a California corporation ("SHL"), and Keith Guy, an individual ("Guy"), on the other, (Seller, SHL and Guy are known together as the "Seller Parties"), with reference to the following facts:


R E C I T A L S


WHEREAS, Purchaser is purchasing certain assets (and assuming certain liabilities) pursuant to that certain Agreement for the Purchase of Certain Assets and the Assumption of Certain Liabilities of America's Lender, Inc. dated as of December 14, 1998 (the "Purchase Agreement");


WHEREAS, Guy is the sole Shareholder of Seller and of TrueLink, Inc., a California corporation ("TrueLink");


WHEREAS, Seller has well established business relationships and contacts in its business which includes, but is not limited to, originating, selling and servicing mortgage loans and mortgage lending (the "Business");


WHEREAS, after the Closing Date (as defined in the Purchase Agreement) the BNC Parties will own and operate the Business and the BNC Parties expect to receive all benefits thereof;


WHEREAS, Seller's trade secrets include confidential information concerning product and service marketing plans and strategy, customer needs and peculiarities, and customer lists and detail information (the "Trade Secrets");


WHEREAS, the BNC Parties would not enter into the Purchase Agreement unless it is assured that it will be able to operate the Business in the United States without competition from the Seller Parties except as provided herein.


WHEREAS, it is a condition precedent to the consummation of the transactions contemplated by the Purchase Agreement that the Seller Parties enter into this Agreement;


WHEREAS, each of the Seller Parties has agreed not to compete with the BNC Parties except as provided herein or use any confidential and/or proprietary business information regarding the Business to the detriment of the BNC Parties during the term of this Agreement in order to induce the BNC Parties to enter into the Purchase Agreement and to perform its obligations thereunder;


NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, it is hereby agreed by and between the parties hereto as follows:


1. Non-Competition


(a) Each of the Seller Parties agrees that for a period of four (4) years from the date hereof (the "Non-Compete Term"), neither of the Seller Parties nor their affiliates will directly or indirectly, engage or participate in, prepare or setup, assist or have any interest in any person, partnership, corporation, firm, association, or other business organization, entity or enterprise (whether as an agent, security holder, creditor, consultant or otherwise) that engages in (i) mortgage loan origination, selling, servicing or lending activities of any type whatsoever or (ii) activities similar to or which are otherwise in competition with the Business as such had been conducted at any time prior to one year from the date hereof;


(b) the limitations set forth in Section 1(a) herein shall not apply to the foregoing:


2


(i) TrueLink may use, distribute, disseminate,
license, resell, exploit, upload, display, copy
and store data submitted on any person or entity
(so long as such activities do not violate
subsection (i) of Section 1(a) herein or Section
2 herein) that is not a customer, borrower or
loan applicant of any of the BNC Parties or any
affiliate thereof, or any of their customers or
brokers; provided, however, that TrueLink may
use, distribute, disseminate, license, resell,
exploit, upload, display, copy and store data of
any borrower or loan applicant of any of the BNC
Parties or any affiliate thereof, or any of
their customers or brokers, provided that such
data (A) either (I) consists solely of that raw
credit data regarding the creditworthiness of
such borrower or loan applicant as provided by
third party credit repositories which currently
consists of TransUnion Credit Information
Services, Equifax Credit Information Services or
Experien Information Services ("Credit Data")
that is submitted, transmitted or in any way
sent through the Interface and is the later of
(aa) the later of 31 days old from the date of
receipt thereof by TrueLink or that date on
which such data is "archived" pursuant to
TrueLink's internal operating procedures
consistently applied or (bb) such date as may be
agreed to between Purchaser and Guy, provided
that such parties acknowledge that they will
discuss a date on which such data is similarly
"archived" by third party repositories as
referenced in this subsection (i) or (II) is
independently obtained by TrueLink from any
source not under a duty of confidentiality to
any of the BNC Parties and (B) is not combined,
compared with or against, integrated or
presented in any way with any Client Proprietary
Information as that term is defined in that
certain Licensing and Web Site Hosting Agreement
by and between the Purchaser and TrueLink of
even date herewith (the "Web Site Agreement"):
provided however, that notwithstanding the
foregoing, TrueLink may not use, dis ...