Non-competition Agreement

EXECUTION COPY


NON-COMPETITION AGREEMENT


This Non-Competition Agreement, dated as of December 29, 1999 (this "Agreement"), is by and between American Home Mortgage Holdings, Inc., a Delaware corporation (the "Company"), and Ron Bergum (the "Executive").


WHEREAS, the Company and the Executive are the parties to that certain Stock Purchase Agreement, dated as of the date hereof, by and among the Company, Marina Mortgage Company, Inc. (the "Subsidiary") and the stockholders of the Subsidiary listed on the signature pages thereto (the "Stock Purchase Agreement"); and


WHEREAS, the parties hereto have entered into that certain Employment Agreement of even date hereof (the "Employment Agreement").


NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the Company and the Executive hereby agree as follows:


1. Definitions. Unless defined elsewhere in this Agreement, capitalized terms contained herein shall have the meanings set forth or incorporated by reference in Section 17 of the Employment Agreement.


2. Non-competition; Non-solicitation.


(a) In consideration of the Stock Purchase Agreement, the Executive agrees that for the period ending on the fifth anniversary of the Stock Purchase Agreement or for such longer period of time if the Executive is employed by the Company in accordance with Section 3(b) of the Employment Agreement (the "Non-Competition Period"), the Executive will not, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent):


(i) conduct or engage in or be interested in or associated with
any Person which conducts or engages in the AHM Business within the United
States;


(ii) take any action, directly or indirectly, to finance,
guarantee or provide any other material assistance to any Person engaged in
the AHM Business;


(iii) solicit, contact or accept business of any client or
counterparty whom the Company served or conducted business with or whose
name became known to the Executive as a potential client or counterparty
while in the employ of the Company or during the Non-Competition Period; or


(iv) influence or attempt to influence any Person that is a
contracting party with the Company at any time during the Non-Competition
Period to terminate any written or oral agreement with the Company.


For purposes of this Agreement, the term "AHM Business" shall mean the residential mortgage lending or residential mortgage brokerage business as conducted by the Company and any business involving the supply of services substantially similar to services provided by the Company at the time of the termination of the Executive's employment.


(b) The Executive shall not, whether for the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any offi ...