EXECUTION COPY

                              EMPLOYMENT AGREEMENT

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


          Whereas the  Company  wishes to assure  itself of the  services of the
Executive,  and the  Executive  desires to be employed by the Company,  upon the
terms and conditions hereinafter set forth.


          NOW, THEREFORE, 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.

          2.  Employment.  The Company agrees to employ the  Executive,  and the
Executive hereby accepts such employment by the Company and/or any subsidiary of
the  Company,  during the term set forth in Section 3 and on the other terms and
conditions of this Agreement.

          3. Term.

          (a) The term of this Agreement shall commence as of the closing of the
transactions contemplated by that certain Agreement and Plan of Merger, dated as
of the date hereof,  by and among the  Company,  American  Home  Mortgage Sub I,
Inc., Marina Mortgage Company,  Inc. (the  "Subsidiary") and the stockholders of
the Subsidiary  listed on the signature pages thereto (the "Merger  Agreement"),
and,  subject to Section 3(b),  shall  terminate at the close of business on the
fifth anniversary of that date.

          (b) The term of this  Agreement  set forth in  Section  3(a)  shall be
extended  or further  extended,  as the case may be,  without  any action by the
Company or the  Executive,  on the fifth  anniversary  of the date hereof and on
each subsequent  anniversary of the date hereof, for an additional period of one
year,  until either party gives written  notice to the other party in advance of
any anniversary of the date hereof,  in the manner set forth in Section 14, that
the term in effect  when such  notice is given is not to be  extended or further
extended, as the case may be, beyond the year following the next anniversary. If
the Executive  shall  continue in the full-time  employment of the Company after
the term of this  Agreement,  such  continued  employment  shall be at will, and
otherwise subject to the terms and conditions of this Agreement.

          4. Position, Duties and Responsibilities, Rights.

          (a) During the term of this  Agreement,  the Executive shall serve as,
and be elected to and hold the office and title of President  of the  Subsidiary
or a similar  division of the Company.  As such, the Executive shall report only
to the Chairman of the Board of Directors of the Company and the Subsidiary or a
similar  division of the Company and the Boards of  Directors of the Company and
the Subsidiary or a similar  division of the Company,  and shall have all of the
powers and duties usually  incident to the office of President of the Subsidiary
or a similar  division of the  Company,  and shall have  powers to perform  such
other reasonable additional duties as may from time to time be lawfully assigned
to the  Executive  by the  Chairman of the Board of Directors of the Company and
the Subsidiary and the Boards of Directors.

          (b) During the term of this Agreement,  the Executive agrees to devote
substantially all the Executive's time, efforts and skills to the affairs of the
Company  during the  Company's  normal  business  hours,  except for  vacations,
illness  and  incapacity,  but  nothing in this  Agreement  shall  preclude  the
Executive  from  devoting  reasonable  periods  to (i)  manage  the  Executive's
personal  investments,  (ii)  participate in professional,  educational,  public
interest,  charitable,  civic  or  community  activities,  including  activities
sponsored by trade organizations,  and (iii) serve as a director or member of an
advisory committee of any corporation not in competition with the Company or any
of its  subsidiaries,  or as an officer,  trustee or director of any charitable,
educational,  philanthropic,  civic, social or industry  organizations,  or as a
speaker  or  arbitrator;   provided,   however,  that  the  performance  of  the
Executive's  duties  or  responsibilities  in any of such  capacities  does  not
materially  interfere with the regular performance of the Executive's duties and
responsibilities hereunder.

          5. Place of Performance. In connection with the Executive's employment
by the  Company,  the  Executive  shall be based at the  Subsidiary's  principal
executive  offices,  and shall not be required to be absent  therefrom on travel
status or otherwise  for more than a  reasonable  time each year as necessary or
appropriate for the performance of the Executive's duties hereunder.

          6. Compensation.

          (a)  During  the term of this  Agreement,  the  Company  shall pay the
Executive,  and the Executive  agrees to accept a base salary at the rate of not
less than $150,000.00 per year (the annual base salary as increased from time to
time  during the term of this  Agreement  being  hereinafter  referred to as the
"Base Salary"). The Base Salary shall be paid in installments no less frequently
than monthly.  Any increase in Base Salary or other compensation shall not limit
or reduce any other obligation of the Company hereunder, and once established at
an increased  specified  rate, the Executive's  Base Salary  hereunder shall not
thereafter be reduced.

          (b) On June 30 and December 31 of each  calendar  year during the term
of this Agreement,  the Executive shall be entitled to semi-annual bonus payment
at the  discretion  of the Board of Directors of the Company in the total amount
of not less than $50,900 per annum.

          (c) During the term of this Agreement, the Executive shall be entitled
to (i) perquisites, including, without limitation, an office and secretarial and
clerical staff, and (ii) fringe benefits,  including, without limitation, health
insurance,  in each case at least equal to, benefits attributed to executives in
similar  positions  of the  Company  as well as to  reimbursement,  upon  proper
accounting,  of  all  reasonable  expenses  and  disbursements  incurred  by the
Executive in the course of the Executive's duties.

          (d) The Executive,  the Executive's dependents and beneficiaries shall
be entitled to all benefits and service  credit for benefits  during the term of
this Agreement to which senior officers of the Company and their  dependents and
beneficiaries  are  entitled as the result of the  employment  of such  officers
during  the term of this  Agreement  under  the  terms  of  employee  plans  and
practices of the Company and its subsidiaries,  including,  without  limitation,
any pension plans, profit sharing plans, any non-qualified deferred compensation
plans and related  "rabbi"  trusts,  the Company's  life  insurance  plans,  its
disability  benefit  plans,  its  vacation  and holiday pay plans,  its medical,
dental and welfare plans,  and other present or successor plans and practices of
the Company and its subsidiaries for which senior officers, their dependents and
beneficiaries  are eligible,  and to all payments and other  benefits  under any
such plan or practice  subsequent  to the term of this  Agreement as a result of
participation in such plan or practice during the term of this Agreement.

          7. Termination of Employment.

          (a) The term of this Agreement  shall  terminate upon the death of the
Executive.

          (b) The Company may terminate the  Executive's  employment  during the
term of this Agreement for Cause as provided in Section  7(b)(i) or in the event
of Disability as provided in Section 7(b)(ii).

              (i) This  Agreement  shall be  considered  terminated  for "Cause"
     only:

                  (A)  if  the  Executive  willfully  and  repeatedly  fails  to
          substantially perform the Executive's duties hereunder,  other than by
          reason of a Disability;

                  (B) if the  Executive  is  grossly  negligent  or  engages  in
          misconduct in the performance of the Executive's duties hereunder;

                  (C)  if  the  Executive   knowingly   engages  in  an  act  of
          dishonesty, an act of fraud or embezzlement,  or any conduct resulting
          in a felony indictment;

                  (D)  if  the   Executive   violates  the   provisions  of  the
          Non-Competition  Agreement of even date hereof  between the  Executive
          and the Company (the "Non-Competition Agreement") in substantially the
          form of Exhibit A hereof.

     and,  in the case of each of  clauses  (A),  (B),  (C) and (D)  above,  the
     applicable conditions set forth in Section 7(e) are satisfied.

          Anything in this  Section 7(b) to the  contrary  notwithstanding,  the
     Executive's  employment  shall in no event be considered  terminated by the
     Company  for Cause if  termination  takes  place  (I) as the  result of bad
     judgment  or  negligence  on the part of the  Executive  other  than  gross
     negligence or willful or reckless misconduct,  (II) for any act or omission
     in  respect  of  which a  determination  could  properly  be made  that the
     Executive  met  the   applicable   standard  of  conduct   prescribed   for
     indemnification  or  reimbursement  or payment of expenses of an officer or
     director under the Bylaws or Certificate of Incorporation of the Company or
     the  Subsidiary  or the laws of the State of Delaware or the  directors' or
     officers' liability insurance of the Company or the Subsidiary in each case
     as in effect at the time of such act or omission, (III) as the result of an
     act or omission which occurred more than three calendar months prior to the
     Executive's  having  been  given  Notice  of  Termination  for  such act or
     omission  unless the  commission  of such act or such  omission  was not or
     could not reasonably have been, at the time of such commission or omission,
     known to a member of the Boards of Directors  (other than the  Executive) ,
     in which case more than three calendar  months from the date the commission
     of such act or such  omission was or could  reasonably  have been so known,
     (IV) as the result of a continuing course of action which commenced and was
     or could  reasonably have been known to a member of the Boards of Directors
     (other than the Executive)  more than three calendar months prior to Notice
     of  Termination  having  been  given to the  Executive  for such  course of
     action,  or (V) because of an act or omission  believed by the Executive in
     good  faith to have  been in,  or not  opposed  to,  the  interests  of the
     Company.

              (ii)  The term  "Disability"  as used in this  Agreement  means an
     accident or physical or mental  illness which  prevents the Executive  from
     substantially   performing  the  Executive's   duties   hereunder  for  six
     consecutive months. The term of this Agreement shall end as of the close of
     business on the last day of such six month period but without  prejudice to
     any  payments  due to the  Executive  in respect of  disability  under this
     Agreement  or any  plan or  practice  of the  Company.  The  amount  of any
     payments  payable  under Section 6(a) during such six month period shall be
     reduced by any payments to which the Executive may be entitled for the same
     period  because of  disability  under any  disability  or  pension  plan or
     arrangement of the Company or any subsidiary or affiliate thereof.

          (c) The Executive may terminate the Executive's  employment during the
term of this Agreement for Good Reason.  For purposes of this  Agreement,  "Good
Reason" shall mean (i) a reduction of the  Executive's  rate of  compensation or
any other  failure by the Company to comply with  Section 6, (ii) failure by the
Company to comply  with  Section 5, (iii)  failure by the  Company to obtain the
assumption of, and the agreement to perform,  this Agreement by any successor as
contemplated in Section 11(a), or (iv) such reduction described in the foregoing
clause (i) or failure  described in the foregoing  clauses (ii) or (iii), as the
case may be, is not cured within 30 days after receipt by the Company of written
notice from the Executive describing such event.

          (d)  Notwithstanding  anything to the contrary set forth  herein,  the
Company shall have the right to terminate  the  Executive's  employment  for any
reason  other  than  Cause at any  time,  subject  to the  consequences  of such
termination as set forth in Section 8.

          (e) In no event  shall  the  Company  be  entitled  to  terminate  the
Executive's  employment  during the term of this Agreement for Cause pursuant to
Section 7(b),  unless and until all of the following  take place,  provided that
Sections  7(e)(i)  through  (iii) shall not apply to any  termination  for Cause
pursuant to Section 7(b)(i)(C):

              (i) the  Secretary  of the  Company  gives  written  notice to the
     Executive (the "Warning  Notice") setting forth (A) the specific  provision
     of this  Agreement that the Executive is alleged to have failed to satisfy,
     (B) the acts or omissions alleged to constitute such failure,  (C) the date
     on which the Executive  shall be given a reasonable  opportunity  to appear
     before and be heard by the Board of Directors of the Company concerning the
     allegations,  which  date  shall be not less  than 30 nor more than 90 days
     after the Executive's  receipt of the Warning  Notice,  and (D) the loss of
     rights  under  this   Agreement  that  shall  occur  unless  the  Executive
     diligently and in good faith takes  reasonable steps to remedy such failure
     within 30 days after the Executive's receipt of the Warning Notice;

              (ii) the Executive  does not diligently and in good faith take all
     reasonable   steps  to  remedy  such  failure  within  30  days  after  the
     Executive's receipt of the Warning Notice; and

              (iii) the  Executive is given a reasonable  opportunity  to appear
     before and be heard by the Board of Directors  concerning the  allegations,
     in accordance with the Warning Notice.

          (f) Any termination by the Company  pursuant to Section 7(b) or by the
Executive  pursuant to Section 7(c) shall be communicated by a written Notice of
Termination to the other party hereto. For purposes of this Agreement, a "Notice
of  Termination"  shall mean a notice which  indicates the specific  termination
provision in this Agreement relied upon and sets forth in reasonable  detail the
facts and  circumstances  claimed  to  provide a basis  for  termination  of the
Executive's employment under the provisions so indicated.

          (g) "Date of Termination" shall mean (i) if the Executive's employment
is terminated by the Executive's  death, the date of the Executive's death, (ii)
if the Executive's  employment is terminated  pursuant to Section  7(b)(ii),  30
days after Notice of Termination is given (provided that the Executive shall not
have returned to the performance of the Executive's  duties on a full-time basis
during  such  30 day  period),  and  (iii)  if  the  Executive's  employment  is
terminated  for any other reason,  the date on which a Notice of  Termination is
given.

          8. Compensation on Termination.  The parties recognize and agree that,
if the Company  terminates the  Executive's  employment  during the term of this
Agreement  other than pursuant to Section  7(b), or if the Executive  terminates
the  Executive's  employment  during the term of this  Agreement for Good Reason
pursuant to Section 7(c), the actual damages to the Executive would be difficult
if not impossible to ascertain and agree that the Executive's  sole remedy shall
be a right  to  receive  amounts  determined  and  paid in  accordance  with the
provisions  of this Section 8. The  Executive  shall not be required to mitigate
the  amount of any  payment  provided  for in this  Section 8 by  seeking  other
employment or otherwise,  nor shall any compensation  earned by the Executive in
other  employment or otherwise  reduce the amount of any payment provided for in
this Section 8.

          (a) If the Company shall terminate the Executive's  employment  during
the term of this  Agreement  other  than  pursuant  to Section  7(b),  or if the
Executive  shall terminate the  Executive's  employment  during the term of this
Agreement for Good Reason  pursuant to Section  7(c),  then, as severance pay or
liquidated damages or both:

              (i) the Company  shall pay the  Executive a lump sum payment equal
     to the  Executive's  full Base Salary  times three at the rate in effect at
     the time Notice of  Termination  is given,  together with any other amounts
     payable to the  Executive  under Section 6 for periods prior to the Date of
     Termination; and

              (ii) the Company shall make any payments,  if and when, due to the
     Executive under the Merger Agreement.

          (b)  Notwithstanding  anything herein to the contrary,  if the Company
shall  terminate the  Executive's  employment  during the term of this Agreement
other  than  pursuant  to  Section  7(b),  the  Executive  shall be  subject  to
restrictions  set  forth in the  Non-Competition  Agreement  for a period of two
years from the Date of Termination.

          (c) Notwithstanding  anything herein to the contrary, if the Executive
shall terminate the Executive's employment during the term of this Agreement for
Good  Reason  pursuant  to  Section  7(c),  the  Executive  shall be  subject to
restrictions  set forth in the  Non-Competition  Agreement  for a period of nine
months from the Date of Termination.

          (d) If the Executive's  employment  terminates  under any circumstance
that does not entitle the Executive to payments under Section 8(a)  (including a
termination by reason of the death or Disability of the Executive,  or by reason
of the Company or the  Executive  electing  not to extend or further  extend the
term of this Agreement pursuant to Section 3(b)), the Executive shall (i) not be
entitled to receive any compensation  under Section 6 accruing after the Date of
Termination,  or any payment  under Section  2.4(f) of the Merger  Agreement and
(ii) be subject to the restrictions set forth in the  Non-Competition  Agreement
until  the  expiration  of  the  Non-Competition   Period  (as  defined  in  the
Non-Competition  Agreement);  provided,  however,  that if the  termination is a
result of the death or  Disability  of the  Executive,  the  Executive  shall be
entitled to payments  under the Merger  Agreement as if the Executive were still
in the employ of the Company.

          9.  Indemnification.  The Company shall indemnify the Executive to the
fullest  extent  permitted  by the  General  Corporation  Law of  the  State  of
Delaware, as amended from time to time.

          10. Successors; Binding Agreement.

          (a)  The  Company  will  require  any  successor  (whether  direct  or
indirect,   by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially  all of the  business  and/or  assets of the Company to  expressly
assume and agree to perform this  Agreement in the same manner and to the extent
that the Company would be required to perform it if no such succession had taken
place; provided,  however, that no such agreement with a successor shall release
the Company without the  Executive's  express  written  consent.  Failure of the
Company  to  obtain  such  agreement  prior  to the  effectiveness  of any  such
succession  shall be a breach of this  Agreement and shall entitle the Executive
to compensation from the Company in the same amount and on the same terms as the
Executive  would be entitled to hereunder  if the  Executive's  employment  were
terminated by the Company  other than pursuant to Section 7(b),  except that for
purposes of  implementing  the foregoing,  the date on which any such succession
becomes effective shall be deemed the Date of Termination.

          (b) If the Executive  should die while any amounts are due and payable
to the Executive hereunder,  all such amounts, unless otherwise provided herein,
shall be paid in accordance  with the terms of the Agreement to the  Executive's
devisees,  legatee,  or other designee or, if there be no such designee,  to the
Executive's estate.

          (c) Except as to  withholding  of any tax under the laws of the United
States  or any  state or  locality,  neither  this  Agreement  nor any  right or
interest hereunder nor any amount payable at any time hereunder shall be subject
in any manner to alienation, sale, transfer,  assignment, pledge, attachment, or
other  legal  process,  or  encumbrance  of any  kind  by the  Executive  or the
beneficiaries of the Executive or by legal representatives without the Company's
prior written  consent,  nor shall there be any right of set-off or counterclaim
in  respect  of any  debts or  liabilities  of the  Executive,  the  Executive's
beneficiaries or legal  representatives  against any right or interest hereunder
or any amount  payable at any time  hereunder to the  Executive,  the Executives
beneficiaries or legal representatives;  provided, however, that nothing in this
Section 10 shall  preclude the  Executive  from  designating  a  beneficiary  to
receive  any  benefit   payable  on  the   Executive's   death,   or  the  legal
representatives  of the Executive  from  assigning  any rights  hereunder to the
Person or Persons  entitled  thereto under the  Executive's  will or, in case of
intestacy, to the Person or Persons entitled thereto under the laws of intestacy
applicable to the Executive's estate.

          11.  Parties.  This Agreement shall be binding upon and shall inure to
the  benefit  of  the  Company  and  the  Executive,   the  Executive's   heirs,
beneficiaries and legal representatives.

          12. Entire Agreement; Amendment.

          (a) This Agreement  contains the entire  understanding  of the parties
with  respect to the  subject  matter  hereof and  supersedes  any and all other
agreements between the parties with respect to the subject matter hereof.

          (b) Any  amendment of this  Agreement  shall not be binding  unless in
writing  and signed by both (i) an  officer  or  director  of the  Company  duly
authorized to do so and (ii) the Executive.

          13. Enforceability.  In the event that any provision of this Agreement
is determined to be invalid or unenforceable, the remaining terms and conditions
of this Agreement shall be unaffected and shall remain in full force and effect,
and any such determination of invalidity or enforceability  shall not affect the
validity or enforceability of any other provision of this Agreement.

          14.  Notices.  All notices which may be necessary or proper for either
the Company or the  Executive to give to the other shall be in writing and shall
be  sent  by  hand  delivery,  registered  or  certified  mail,  return  receipt
requested, overnight courier or facsimile, if to the Executive, to him at Marina
Mortgage  Company,  Inc.,  15635 Alton  Parkway,  Suite 450,  Irvine,  CA 92618,
Attention: Ron Bergum,  Facsimile:  949-753-7424,  with a copy to King, Purtich,
Holmes,  Paterno & Berliner,  LLP,  1900 Avenue of the Stars,  Los  Angeles,  CA
90067-4506, Attention: Keith T. Holmes, Esq., Facsimile: 310-282-8903 and, if to
the Company,  to it at its principal  executive  offices at 12 East 49th Street,
New York, NY 10017, Attention: Human Resources Officer, Facsimile: 212-546-6834,
with a copy to  Cadwalader,  Wickersham & Taft,  100 Maiden Lane,  New York, New
York 10038,  Attention:  Louis Bevilacqua,  Esq., Facsimile:  212-504-6666,  and
shall be deemed  given when sent,  provided  that any Notice of  Termination  or
other  notice  given  pursuant  to  Section  7 shall be deemed  given  only when
received.  Either party may by like notice to the other party change the address
at which the Executive or it is to receive notices hereunder.

          15. Governing Law. THIS AGREEMENT IS EXECUTED IN THE STATE OF NEW YORK
AND SHALL BE GOVERNED BY, AND BE ENFORCEABLE IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK WITHOUT  GIVING EFFECT TO THE  PRINCIPLES OF CONFLICTS OF LAWS
THEREOF.

          16.  Effective  Date.  This  Agreement  shall  become  effective  upon
consummation of the transactions contemplated by the Merger Agreement.

          17.  Definitions.  The  following  terms,  when  capitalized  in  this
Agreement,  shall have the  meanings set forth or  incorporated  by reference in
this Section 17.

          (a) "Base Salary" shall have the meaning set forth in Section 6(a).

          (b) "Board of Directors"  means the Board of Directors of the Company,
as constituted from time to time.

          (c) "Cause" shall have the meaning set forth in Section
7(b)(i).

          (d) "Code" means the Internal Revenue Code of 1986, as
amended.

          (e) "Company" means American Home Mortgage Holdings,  Inc., a Delaware
corporation,  and any successors to its business  and/or assets,  which executes
and  delivers an  agreement  provided  for in Section  11(a) or which  otherwise
becomes bound by all the terms and  conditions of this Agreement by operation of
law.

          (f) "Date of Termination"  shall have the meaning set forth in Section
7(g).

          (g) "Disability" shall have the meaning set forth in Section 7(b)(ii).

          (h)  "Exchange  Act" means the  Securities  Exchange  Act of 1934,  as
amended.

          (i) "Fair  Market  Value"  means Fair  Market  Value as defined in the
Stock Incentive Plan.

          (j) "Good Reason" shall have the meaning set forth in Section 7(c).

          (k)  "Non-Competition  Period"  shall  have the  meaning  set forth in
Section 10(a).

          (l)  "Notice  of  Termination"  shall  have the  meaning  set forth in
section 7(f).

          (m) "Person" means any individual,  corporation,  partnership, limited
liability company, limited duration company, trust or other entity of any nature
whatsoever.

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<PAGE>


          IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to
be duly executed as of the date first written above.


                                           American Home Mortgage Holdings, Inc.



                                           By:  /s/  Michael Strauss
                                              ----------------------------------
                                               Name:  Michael Strauss
                                               Title: President and CEO



                                               /s/  Ron Bergum
                                              ----------------------------------
                                                  Ron Bergum