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  officer,  employee  or  customer  of the  Company or the
Subsidiary  during the term  hereof or the  Non-Competition  Period nor  engage,
hire,  employ,  or induce the  employment of any such Person whether or not such
officer,  employee  or customer  would  commit a breach of contract by reason of
leaving service or transferring business.

          (c) The restrictive provisions hereof shall not prohibit the Executive
from (i) having an equity  interest in the  securities of any entity  engaged in
the AHM Business or any business  with respect to which the  Executive  obtained
confidential or proprietary data or information,  which entity's  securities are
listed on a  nationally-recognized  securities  exchange or quotation  system or
traded in the over-the-counter market, to the extent that such interest does not
exceed 5% of the  outstanding  equity  interests of such entity or (ii) with the
prior written consent of the Company,  serving as a director or other advisor to
any other Person.

          (d) The Executive agrees that the covenants  contained in this Section
are reasonable covenants under the circumstances,  and further agrees that if in
the  opinion  of a  court  of  competent  jurisdiction,  such  restraint  is not
reasonable in any respect,  such court shall have the right, power and authority
to excise or modify such provision or provisions of these  covenants which as to
such court shall appear not reasonable  and to enforce the remainder  thereof as
so amended.

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

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

          (g)   Notwithstanding   anything  herein  to  the  contrary,   if  the
Executive's  employment  terminates under any circumstance that does not entitle
the  Executive  to  payments  under  Section  8(a) of the  Employment  Agreement
(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
be subject to the  restrictions set forth in this Agreement until the expiration
of the Non-Competition Period.

          3. Notices.  All notices,  requests,  demands and other communications
which are  required  to be or may be given  under this  Agreement  to any of the
other  parties  shall be in writing  and shall be deemed to have been duly given
when (a) delivered in person, the day following dispatch by an overnight courier
service  (such as  Federal  Express  or UPS,  etc.)  or (b) five (5) days  after
dispatch by certified or registered first class mail,  postage  prepaid,  return
receipt requested, to the party to whom the same is so given or made:

          If to the Company,
          addressed to:           American Home Mortgage Holdings, Inc.
                                  12 East 49th Street
                                  New York, New York  100017
                                  Telephone:  (212) 755-8600
                                  Facsimile:  (212) 546-6834
                                  Attn:  Human Resources Officer

          If to the Executive,
          addressed to:            Marina Mortgage Company, Inc.
                                   15635 Alton Parkway, Suite 450
                                   Irvine, CA  92618
                                   Telephone:  (949) 753-8900
                                   Facsimile:  (949) 753-7424
                                   Attention:  Ron Bergum

          4. Amendments.  This Agreement cannot be altered or otherwise  amended
except pursuant to an instrument in writing signed by each of the parties.

          5.  Assignment.  Neither  this  Agreement  nor  any of the  rights  or
obligations  hereunder  may be assigned by any party  without the prior  written
consent of the other  parties,  provided  the  Company  may assign or  otherwise
transfer this  Agreement to any  succeeding  entity  without  limitation,  which
entity shall assume all rights and obligations hereunder.

          6. Entire Agreement.  This  Agreement  contains the entire  agreement
between  the  parties  with  respect  to the  matters  contemplated  herein  and
supersede  all  previous   written  or  oral   negotiations,   commitments   and
understandings.

          7.  Counterparts.  This  Agreement  may be  executed  in  two or  more
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall constitute one and the same instrument.

          8.  Headings.  All headings are inserted for  convenience of reference
only and shall not affect the meaning or  interpretation  of any such provisions
or of this Agreement, taken as an entirety.

          9.  Severability.  If, and to the extent  that any court of  competent
jurisdiction  holds any provision (or any part thereof) of this  Agreement to be
invalid or  unenforceable,  such holding  shall in no way affect the validity or
enforceability of the remainder of this Agreement,  but shall be confined in its
operation  to the  jurisdiction  in  which  made and to the  provisions  of this
Agreement directly involved in the controversy in which such judgment shall have
been rendered.

          10. 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.

          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