EXECUTION COPY

                            STOCK PURCHASE AGREEMENT

                                  BY AND AMONG

                      AMERICAN HOME MORTGAGE HOLDINGS, INC.

                                       AND

                               THE STOCKHOLDERS OF

                          MARINA MORTGAGE COMPANY, INC.

                      LISTED ON THE SIGNATURE PAGES HERETO

                             DATED DECEMBER 29, 1999

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                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I

                                   DEFINITIONS

Section 1.01   Defined Terms...................................................1


                                   ARTICLE II

                           PURCHASE AND SALE OF SHARES

Section 2.01   Transfer of Stock...............................................2
Section 2.02   Purchase Price Paid by the Purchaser............................2


                                   ARTICLE III

                                     CLOSING

Section 3.01   Closing.........................................................3
Section 3.02   The Stockholders' Deliveries at the Closing.....................3
Section 3.03   Purchaser's Deliveries at the Closing...........................3


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES
                               OF THE STOCKHOLDERS

Section 4.01   Authorization of each of the Stockholders.......................3
Section 4.02   Ownership Of Stock..............................................3
Section 4.03   No Conflict or Violation........................................3
Section 4.04   Consents and Approvals..........................................4
Section 4.05   Brokers.........................................................4
Section 4.06   Investment Purposes.............................................4
Section 4.07   Exemption.......................................................4
Section 4.08   Due Diligence...................................................4
Section 4.09   Exclusivity of Preparation......................................5
Section 4.10   No Advertisement................................................5
Section 4.11   Accuracy of Representations.....................................5

                                    ARTICLE V

                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Section 5.01   Organization of the Purchaser...................................5
Section 5.02   Authorization...................................................5
Section 5.03   No Conflict or Violation........................................6
Section 5.04   Consents and Approvals..........................................6
Section 5.05   Compliance with Law.............................................6
Section 5.06   Brokers.........................................................6
Section 5.07   Accuracy of Representations.....................................6

                                   ARTICLE VI

                                CERTAIN COVENANTS

Section 6.01   Best Efforts....................................................7
Section 6.02   Further Assurances..............................................7
Section 6.03   Confidentiality.................................................7

                                   ARTICLE VII

                              CONDITIONS TO CLOSING

Section 7.01   Conditions to Obligations of the Purchaser......................7
Section 7.02   Conditions to Obligations of the Stockholder....................8

                                  ARTICLE VIII

                           TERMINATION AND ABANDONMENT

Section 8.01   Methods of Termination..........................................9
Section 8.02   Procedure Upon Termination......................................9
Section 8.03   Effect of Termination...........................................9

                                   ARTICLE IX

                                  MISCELLANEOUS

Section 9.01   Specific Performance............................................9
Section 9.02   Assignment......................................................9
Section 9.03   Notices........................................................10
Section 9.04   Choice of Law..................................................10
Section 9.05   Entire Agreement; Amendments and Waivers.......................10
Section 9.06   Counterparts...................................................11
Section 9.07   Invalidity.....................................................11
Section 9.08   Headings.......................................................11
Section 9.09   Expenses.......................................................11

EXHIBIT

Exhibit 3.3 -  Form of Promissory Note

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          THIS STOCK PURCHASE AGREEMENT,  dated December 29, 1999 (together with
exhibits and schedules hereto,  the "Agreement"),  is by and among American Home
Mortgage Holdings,  Inc., a corporation  organized and existing under the law of
the State of Delaware (the "Purchaser"), and the stockholders of Marina Mortgage
Company,  Inc.  (the  "Company")  listed  on the  signature  pages  hereto  (the
"Stockholders").

                                    RECITALS

          WHEREAS,  the Stockholders own in the aggregate 1,037 shares of common
stock, no par value (the "Shares"), of the Company; and

          WHEREAS,   the  Purchaser   desires  to  purchase  from  each  of  the
Stockholders,  and each of the Stockholders  desires to sell and transfer to the
Purchaser,  the  Shares  upon the terms and  subject to the  conditions  of this
Agreement.

          NOW, THEREFORE,  in consideration of the mutual covenants and promises
contained herein, the parties hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

          Section 1.01 Defined Terms. Capitalized words and phrases used and not
otherwise defined in this Agreement shall have the following meanings:

          "Affiliate" means a Person that directly, or indirectly through one or
more intermediaries,  controls, is controlled by or is under common control with
the Person specified.  For purposes of this definition,  the term "control" of a
Person means the possession, direct or indirect, of the power to (i) vote 50% or
more of the  voting  securities  of such  Person  or (ii)  direct  or cause  the
direction of the management and policies of such Person,  whether by contract or
otherwise,  and the terms and phrases "controlling",  "controlled by" and "under
common control with" have correlative meanings.

          "Agreement" is defined in the preamble.

          "Business  Day" means any day other than a  Saturday,  Sunday or other
day on which  commercial  banks in New York,  New York and the State of Delaware
are authorized or required by law to close.

          "Closing" is defined in Section 3.1.

          "Closing Date" means the date on which the Closing occurs  pursuant to
Section 3.1.

          "Contracts"    means   all   agreements,    contracts,    commitments,
undertakings, instruments, indentures, licenses, authorizations, concessions and
franchises to which any person is a party, an obligator or a beneficiary.

          "Encumbrance" means any claim, lien, pledge, option, charge, easement,
security interest, right-of-way, restriction, encumbrance or other similar right
of a third party.

          "Governmental Body" means any federal,  state, local, foreign or other
governmental agency, instrumentality, commission, authority, board or body.

          "Note" is defined in Section 3.3.

          "Organizational  Documents"  means (i) the articles or  certificate of
incorporation  and the bylaws of a corporation;  (ii) the partnership  agreement
and any statement of  partnership  of a general  partnership;  (iii) the limited
partnership  agreement and the  certificate of limited  partnership of a limited
partnership; (iv) any charter or similar document adopted or filed in connection
with the creation, formation, or organization of a Person; and (v) any amendment
of any of the foregoing.

          "Person" means an individual, a partnership,  a limited partnership, a
limited  liability  company,  a  joint  venture,  a  corporation,  a  trust,  an
unincorporated  organization,  a  division  or  operating  group  of  any of the
foregoing, a government or any department or agency thereof or any other entity.

          "Representative" means any officer, director,  principal,  employee or
other authorized representative of a Person.

          "Securities Act" means the Securities Act of 1933, as amended.

                                   ARTICLE II

                           PURCHASE AND SALE OF SHARES

          Section 2.01 Transfer of Stock. Subject to the terms and conditions of
this  Agreement,  on the  Closing  Date,  each of the  Stockholders  shall sell,
transfer,  assign and convey to the Purchaser,  and the Purchaser shall purchase
and acquire  from each of the  Stockholders,  all of the Shares owned by each of
the Stockholders.

          Section  2.02  Purchase  Price Paid by the  Purchaser.  Subject to the
terms and conditions of this Agreement, on the Closing Date, the Purchaser shall
pay or  cause  to be paid to each of the  Stockholders  a  purchase  price in an
amount equal to $274.5664 multiplied by the number of Shares owned and delivered
by such Stockholder (the "Purchase Price").

                                   ARTICLE III

                                     CLOSING

          Section 3.01 Closing.  Unless the parties  otherwise agree in writing,
the closing of the  transactions  contemplated by this Agreement (the "Closing")
shall take place promptly following the satisfaction or waiver of all conditions
set forth in Article VII hereof  (such date,  the "Closing  Date").  The Closing
shall be held at 9:00 a.m.  local  time on the  Closing  Date at the  offices of
Cadwalader,  Wickersham & Taft,  100 Maiden Lane, New York, New York 10038 or at
such other place as may be determined by the parties.

          Section  3.02 The  Stockholders'  Deliveries  at the  Closing.  At the
Closing,  each of the Stockholders shall deliver,  or cause to be delivered,  to
the  Purchaser or his nominee (i)  certificate(s)  evidencing  Shares,  free and
clear of any Encumbrances of any nature whatsoever,  with all necessary transfer
tax and other revenue stamps (acquired at the Stockholders' expense) affixed and
canceled,   and  (ii)  any  other  agreements,   documents  and  instruments  as
contemplated by this Agreement.

          Section 3.03  Purchaser's  Deliveries at the Closing.  At the Closing,
the  Purchaser  shall  deliver,  or  cause  to be  delivered,  to  each  of  the
Stockholders  (i) the promissory note in the form of Exhibit 3.3 (the "Note") in
the principal amount equal to the Purchase Price, and (ii) any other agreements,
documents and instruments contemplated by this Agreement.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES
                               OF THE STOCKHOLDERS

          Each  of  the  Stockholders  hereby  represents  and  warrants  to the
Purchaser as follows:

          Section 4.01  Authorization of each of the  Stockholders.  Each of the
Stockholders  has full power and authority to execute and deliver this Agreement
and to perform his or her,  as the case may be,  obligations  hereunder  and has
taken all  action  necessary  to  execute  and  deliver  this  Agreement  and to
consummate the  transactions  contemplated  hereby and to perform his or her, as
the case may be,  obligations  hereunder.  This Agreement has been duly executed
and delivered by each of the  Stockholders  and,  assuming the due execution and
delivery  of this  Agreement  by the  Purchaser,  is a legal,  valid and binding
obligation  of  each  of  the  Stockholders,  enforceable  against  each  of the
Stockholders  in accordance  with its terms subject to  bankruptcy,  insolvency,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles.

          Section 4.02  Ownership Of Stock.  Each of the  Stockholders  owns the
Shares of record and  beneficially,  free and clear of any  Encumbrances  of any
nature whatsoever.

          Section  4.03  No Conflict or  Violation. Neither  the  execution  and
delivery of this Agreement nor the consummation of the transactions contemplated
hereby  will  result  in (a) a  breach  of,  a  default  under,  or a  right  of
termination,  cancellation,  acceleration  or payment  with  respect  to, or the
creation  of any  Encumbrance  upon,  any of the  assets  or  properties  of the
Stockholders  pursuant to, any Contract to which the  Stockholders is a party or
is  subject  or by which  any  asset of the  Stockholders  is bound  other  than
breaches, defaults, rights of termination, cancellation, acceleration or payment
or Encumbrances  which could not reasonably be expected to have  individually or
in the aggregate a material adverse effect on the ability of the Stockholders to
consummate  the  transactions  contemplated  hereby,  or (b) a violation  by the
Stockholders of any statute, rule, regulation, ordinance, code, order, judgment,
writ, injunction, decree or award.

          Section  4.04   Consents   and   Approvals.   No  consent,   approval,
authorization  or other  action  by,  or filing  with or  notification  to,  any
governmental or regulatory authority or other third party is required to be made
or obtained by the  Stockholders  on or prior to the Closing Date in  connection
with  the  execution,  delivery  and  performance  of  this  Agreement  and  the
consummation of the  transactions  contemplated by this Agreement,  except where
failure to obtain such consent,  approval,  authorization or action,  or to make
such  filing  or  notification,  would not  interfere  with the  ability  of the
Stockholders to consummate the  transactions  contemplated by this Agreement and
individually  and in the  aggregate  could not  reasonably be expected to have a
material  adverse  effect on the ability of the  Stockholders  to consummate the
transactions contemplated hereby.

          Section 4.05 Brokers.  Neither of  the Stockholders has  employed, and
is not subject to any valid  claim of, any broker,  finder,  investment  banker,
consultant  or  other   intermediary   in  connection   with  the   transactions
contemplated  by this  Agreement  who will be entitled to a fee or commission in
connection  with  such   transactions.   Each  of  the  Stockholders  is  solely
responsible for any payment,  fee or commission that may be due to each advisor,
if any, in connection with the transactions contemplated hereby.

          Section  4.06  Investment  Purposes.   Each  of  the  Stockholders  is
purchasing the Notes for its own account,  for investment  purposes only and not
with a view  towards  or in  connection  with the  public  sale or  distribution
thereof in violation of the Securities Act.

          Section 4.07 Exemption.  Each of the Stockholders understands that the
Notes are being  offered and sold by the  Purchaser  in reliance on an exemption
from the  registration  requirements of the Securities Act and equivalent  state
securities  and "blue  sky" laws,  and that the  Purchaser  is relying  upon the
accuracy of, and Stockholders' compliance with,  Stockholders'  representations,
warranties   and  covenants  set  forth  in  this  Agreement  to  determine  the
availability of such exemption and the  eligibility of each of the  Stockholders
to purchase the Notes. Each of the Stockholders understands that the Notes to be
acquired  by such  Stockholder  have not been  approved  or  disapproved  by the
Securities and Exchange Commission or any state securities commission.

          Section 4.08 Due Diligence. Each of the Stockholders has been provided
by the Purchaser with the  Purchaser's  filings with the Securities and Exchange
Commission on Form S-1 and the most recent  quarterly report of the Purchaser on
Form 10-Q. Each of the Stockholders has been given the opportunity  prior to the
date hereof to ask questions of, and receive  answers from, the Purchaser or its
Representatives concerning the Purchaser and the Notes. Each of the Stockholders
acknowledges  that such  Stockholder  has been  consulted  by legal  counsel  in
connection with the negotiation,  execution and delivery of this Agreement. Each
of the  Stockholders  represents that such  Stockholder has been advised to seek
the advice of tax  counsel  and  accountants  in  connection  with  negotiation,
execution and delivery of this Agreement and has not relied on the advice of the
Company or its counsel  with  respect to any of the tax issues  relating  to, or
arising in connection with, this Agreement or transactions contemplated hereby.

          Section  4.09  Exclusivity  of  Preparation.   No  representations  or
warranties  have  been  made  to  the  Stockholders  by  the  Purchaser,  or any
Representative of the Purchaser, other than the representations of the Purchaser
contained herein,  and, in acquiring the Notes, the Stockholders are not relying
upon any representations or warranties other than those contained herein.

          Section  4.10  No  Advertisement.   Neither  of  the  Stockholders  is
purchasing the Notes as a result of or subsequent to any advertisement, article,
notice or other communication  published in any newspaper,  magazine, or similar
media or  broadcast  over  television  or radio,  any  seminar or meeting or any
solicitation of a subscription by a person or entity not previously known to the
Stockholders in connection with investments in securities generally.

          Section  4.11  Accuracy  of  Representations.   No  representation  or
warranty made by the Stockholders in this Agreement or any document or statement
delivered,  or to be  delivered,  by or on  behalf  of each of the  Stockholders
pursuant  hereto  contains or, as of the Closing  Date,  will contain any untrue
statement of a material fact or omits or, as of the Closing  Date,  will omit to
state a material  fact  necessary  to make the  statements  contained  herein or
therein not misleading.

                                    ARTICLE V

                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

          The  Purchaser   hereby   represents  and  warrants  to  each  of  the
Stockholders as follows:

          Section 5.01  Organization  of the  Purchaser.  The  Purchaser is duly
organized,  validly existing and in good standing under the laws of the State of
Delaware and has full  corporate  power and authority to conduct its business as
it is presently  being  conducted and to own,  lease and use its  properties and
assets.

          Section 5.02 Authorization. The Purchaser has full corporate power and
authority to execute and deliver this  Agreement and to perform its  obligations
hereunder  and has taken all  action  necessary  to  execute  and  deliver  this
Agreement and to consummate the transactions  contemplated hereby and to perform
its obligations  hereunder.  This Agreement has been duly executed and delivered
by the Purchaser and,  assuming the due execution and delivery of this Agreement
by each of the  Stockholders,  is a legal,  valid and binding  obligation of the
Purchaser,  enforceable  against the  Purchaser  in  accordance  with its terms,
subject to bankruptcy, insolvency,  reorganization,  moratorium and similar laws
of general  applicability  relating  to or  affecting  creditors'  rights and to
general equity principles.

          Section  5.03 No Conflict or  Violation.  Neither  the  execution  and
delivery of this Agreement nor the consummation of the transactions contemplated
hereby will result in (a) a violation of or a conflict with any provision of the
Organizational  Documents of the Purchaser, (b) a breach of, a default under, or
a right of termination,  cancellation,  acceleration or payment with respect to,
or the creation of any Encumbrance  upon, any of the assets or properties of the
Purchaser  pursuant  to, any  Contract to which the  Purchaser  is a party or is
subject or by which any asset of the  Purchaser  is bound  other than  breaches,
defaults,  rights of  termination,  cancellation,  acceleration  or  payment  or
Encumbrances  which could not reasonably be expected to have  individually or in
the aggregate a material  adverse effect on the business or financial  condition
of the Purchaser or on the transactions  contemplated hereby, or (c) a violation
by Company of any statute, rule, regulation,  ordinance,  code, order, judgment,
writ, injunction, decree or award.

          Section  5.04   Consents   and   Approvals.   No  consent,   approval,
authorization  or other  action  by,  or filing  with or  notification  to,  any
governmental or regulatory authority or other third party is required to be made
or obtained by the Purchaser on or prior to the Closing Date in connection  with
the execution,  delivery and performance of this Agreement and the  consummation
of the  transactions  contemplated  by this  Agreement,  except where failure to
obtain such consent,  approval,  authorization or action, or to make such filing
or  notification,  would not  interfere  with the  ability of the  Purchaser  to
consummate the transactions  contemplated by this Agreement and individually and
in the aggregate  could not  reasonably  be expected to have a material  adverse
effect  on the  business  or  financial  condition  of the  Purchaser  or on the
transactions contemplated hereby.

          Section 5.05 Compliance with Law. The Purchaser has complied and is in
compliance  with  all  laws,  rules,  regulations,  codes,  and  plans,  and all
injunctions,   judgments,   orders,  decrees  or  rulings  of  every  court  and
Governmental  Body  (the  "Regulations")  and has  not  received  notice  of any
unremedied  violation of any Regulation,  except in each case for such instances
of  non-compliance  or violation as could not  reasonably  be expected to have a
material adverse effect on the business or financial  condition of the Purchaser
or on the transactions contemplated hereby.

          Section 5.06  Brokers.  The  Purchaser  has not  employed,  and is not
subject to any valid claim of, any broker, finder, investment banker, consultant
or other  intermediary in connection with the transactions  contemplated by this
Agreement who will be entitled to a fee or  commission  in connection  with such
transactions.  The  Purchaser  is solely  responsible  for any  payment,  fee or
commission  that may be due to each  advisor,  if any,  in  connection  with the
transactions contemplated hereby.

          Section  5.07  Accuracy  of  Representations.   No  representation  or
warranty  made by the  Purchaser in this  Agreement or any document or statement
delivered,  or to be delivered, by or on behalf of the Purchaser pursuant hereto
contains  or, as of the Closing  Date,  will  contain any untrue  statement of a
material fact or omits or, as of the Closing Date, will omit to state a material
fact  necessary  to  make  the  statements   contained  herein  or  therein  not
misleading.

                                   ARTICLE VI

                                CERTAIN COVENANTS

          Section 6.01 Best Efforts.  The parties  hereto will cooperate and use
their  mutual best  efforts to fulfill  the  conditions  precedent  to the other
party's  obligations  hereunder,  including  but not  limited  to,  securing  as
promptly as  practicable  any consents,  approvals,  waivers and  authorizations
required in connection  with the  transactions  contemplated  hereby and further
including taking all reasonable steps to consummate the Closing.

          Section 6.02 Further  Assurances.  At any time after the Closing Date,
the parties shall promptly execute, acknowledge and deliver any other assurances
or documents  reasonably  requested  by other  parties and  necessary  for other
parties to satisfy their respective obligations hereunder or obtain the benefits
contemplated hereby.

          Section 6.03  Confidentiality.  Each of the Stockholders hereby agrees
that it shall keep all  information  relating to the  Company and the  Purchaser
(including any such information  received prior to the date hereof) confidential
except  information  which (i) becomes known to such party from a source,  other
than the  Company  and the  Purchaser,  their  respective  directors,  officers,
employees, Representatives or outside advisors, which source is not obligated to
the  Company or the  Purchaser  to keep such  information  confidential  or (ii)
becomes generally available to the public through no breach of this Agreement by
any party  hereto.  Each of the  Stockholders  also agrees that such  non-public
information  will not be used by it or their  Representatives  either to compete
with the Company or the Purchaser or to conduct itself in a manner  inconsistent
with the antitrust laws of the United States or any state.  Notwithstanding  the
foregoing,  the Stockholders may disclose non-public  information if required to
do so by a  court  of  competent  jurisdiction  or by any  governmental  agency;
provided,  however,  that prompt notice of such required  disclosure be given to
the Purchaser  prior to the making of such  disclosure so that the Purchaser may
seek a  protective  order or other  appropriate  remedy.  In the event that such
protective  order or other remedy is not obtained,  the party hereto required to
disclose the non-public  information  will disclose only that portion which such
party is advised by opinion of counsel is legally  required to be disclosed  and
will  request  that  confidential  treatment  be  accorded  such  portion of the
non-public information.

                                   ARTICLE VII

                              CONDITIONS TO CLOSING

          Section  7.01   Conditions  to  Obligations  of  the  Purchaser.   The
obligations of the Purchaser to consummate the transactions contemplated by this
Agreement  shall be subject  to the  fulfillment  or waiver,  at or prior to the
Closing, of each of the following conditions:

          (a) Representations and Warranties; Covenants. The representations and
warranties of each of the Stockholders contained in this Agreement shall be true
and correct as of the Closing,  with the same force and effect as if made on and
as of the Closing Date, and all the covenants  contained in this Agreement to be
complied with by each of the  Stockholders,  on or before the Closing Date shall
have been complied with in all material  respects,  and the Purchaser shall have
received a certificate of each of the Stockholders to such effect;

          (b) No  Prohibition.  There shall not exist any temporary  restraining
order,  preliminary or permanent injunction,  final judgment,  law or regulation
prohibiting the consummation of this Agreement or the transactions  contemplated
hereby,  or, to the knowledge of any party, any pending or threatened  action by
any  Governmental  Body or private party  prohibiting or seeking to prohibit the
consummation of this Agreement or the transactions contemplated hereby;

          (c) Stock Option Agreements.  Each Stockholder shall have entered into
a Non-Qualified  Stock Option Grant Agreement with the Purchaser; and

          (d)  Additional  Documents.  The  Purchaser  shall have  received such
additional documents,  certificates,  payments, assignments, transfers and other
deliveries as he or his counsel may  reasonably  request and as are customary to
effect a closing of the matters herein contemplated.

          Section  7.02  Conditions  to  Obligations  of  the  Stockholder.  The
obligations of the  Stockholder to consummate the  transactions  contemplated by
this Agreement shall be subject to the fulfillment or waiver, at or prior to the
Closing, of each of the following conditions:

          (a) Representations and Warranties; Covenants. The representations and
warranties  of the  Purchaser  contained  in this  Agreement  shall  be true and
correct as of the  Closing,  with the same force and effect as if made on and as
of the Closing Date,  and all the covenants and other  obligations  contained in
this  Agreement  to be complied  with by the  Purchaser on or before the Closing
Date shall have been complied with in all material respects;

          (b) No  Prohibition.  There shall not exist any temporary  restraining
order,  preliminary or permanent injunction,  final judgment,  law or regulation
prohibiting the consummation of this Agreement or the transactions  contemplated
hereby,  or, to the knowledge of any party, any pending or threatened  action by
any governmental  authority or private party  prohibiting or seeking to prohibit
the consummation of this Agreement or the transactions contemplated hereby;

          (c) Stock Option Agreements.  Each Stockholder shall have entered into
a Non-Qualified  Stock Option Grant Agreement with the Purchaser; and

          (d) Additional  Documents.  The Stockholders  shall have received such
additional documents,  certificates,  payments, assignments, transfers and other
deliveries as his or her counsel may reasonably  request and as are customary to
effect a closing of the matters herein contemplated.

                                  ARTICLE VIII

                           TERMINATION AND ABANDONMENT

          Section 8.01 Methods of  Termination.  The  transactions  contemplated
herein may be terminated and/or abandoned at any time prior to the Closing:

          (a) by mutual written consent of the Purchaser and the Stockholders;

          (b) by the Purchaser or the  Stockholders  if any party has materially
breached any representation,  warranty, or covenant contained in this Agreement;
or

          (c) by the  Purchaser  or the  Stockholders  in the event any court or
governmental agency of competent jurisdiction shall have issued an order, decree
or  ruling  or taken  any  other  action  restraining,  enjoining  or  otherwise
prohibiting  the  transactions  contemplated  hereby and such  order,  decree or
ruling or other action shall have become final and nonappealable.

          Section 8.02 Procedure Upon  Termination.  In the event of termination
and abandonment by the Purchaser or the  Stockholders,  pursuant to Section 8.1,
written  notice  thereof shall be given to the other party and the  transactions
contemplated by this Agreement  shall be terminated  and/or  abandoned,  without
further  action  by  the  parties.  If the  transactions  contemplated  by  this
Agreement are terminated and/or abandoned as provided herein,  each party hereto
will  redeliver all  documents,  work papers and other  material (and all copies
thereof) of the other party relating to the  transactions  contemplated  hereby,
whether  so  obtained  before  or  after  the  execution  hereof,  to the  party
furnishing the same.

          Section 8.03 Effect of Termination. In the event of the termination of
this Agreement  pursuant to Section 8.1, this Agreement shall thereafter  become
void and have no  effect,  and no  party  hereto  shall  have any  liability  or
obligation to any other party hereto in respect of this  Agreement,  except that
the provisions of Article IX  (Miscellaneous)  and Section 8.3 shall survive any
such termination;  provided,  however,  that no party shall be released from any
liability  hereunder  if this  Agreement  is  terminated  and  the  transactions
contemplated  hereby abandoned by reason of (i) willful failure of such party to
perform its  obligations  hereunder or (ii) any  misrepresentation  made by such
party of any matter set forth herein.


<PAGE>


                                   ARTICLE IX

                                  MISCELLANEOUS

          Section 9.01  Specific  Performance.  It is expressly  understood  and
agreed that the material breach of any covenant contained in this Agreement will
result in  irreparable  injury to the other party and that  therefore such other
party shall be entitled to specific performance thereof.

          Section 9.02 Assignment.  No party to this Agreement may assign any of
its rights or obligation under this Agreement  without the prior written consent
of each other party hereto; provided, however, that the Purchaser may assign its
rights hereunder to any subsidiary of the Purchaser or Affiliate. Subject to the
foregoing,  this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective  successors and assigns, and no other Person
shall have any right, benefit or obligation hereunder.

          Section 9.03 Notices.  Unless otherwise  provided herein,  any notice,
request, instruction or other document to be given hereunder by any party to the
other  parties  shall be in writing and  delivered in person or by courier or by
facsimile  transmission  as follows (or at such address or  facsimile  number of
which notice shall have been duly given in accordance with this Section 9.3):

                     If to the Purchaser:  American Home Mortgage Holdings, Inc.
                                           12 East 49th Street
                                           New York, NY 10017
                                           Facsimile: (212) 377-3269
                                           Attention: Michael Strauss

                          With a copy to:  Cadwalader, Wickersham & Taft
                                           100 Maiden Lane
                                           New York, NY 10038
                                           Facsimile: (212) 504-6666
                                           Attention: Louis J. Bevilacqua, Esq.

                  If to the Stockholders:  Marina Mortgage Company, Inc.
                                           15635 Alton Parkway, Suite 450
                                           Irvine, CA 92618
                                           Facsimile: (949) 753-7424
                                           Attention: c/o Richard Silver

                          With a copy to:  Babcock & Cappelli
                                           30131 Town Center Dr., #290
                                           Laguna Niguel, CA 92677
                                           Facsimile: (949)249-5709
                                           Attention:  Michael Cappelli, Esq.

or to such other place and with such other copies as either party may  designate
as to itself  by  written  notice to the  others.  Any  failure  by any party to
deliver  copies of any notice shall not, in itself,  affect the validity of such
notice if otherwise properly made to the other party.

          SECTION 9.04  CHOICE OF LAW.  THIS  AGREEMENT  SHALL  BE  CONSTRUED,
INTERPRETED AND THE RIGHTS OF THE PARTIES DETERMINED IN ACCORDANCE WITH THE LAWS
OF THE  STATE OF NEW YORK,  WITHOUT  REGARD TO THE  CONFLICT  OF LAW  PRINCIPLES
THEREOF.

          Section 9.05  Entire Agreement; Amendments and Waivers. This Agreement
constitutes  the entire  agreement  among the parties  pertaining to the subject
matter hereof and supersedes all prior agreements, understandings,  negotiations
and  discussions,  whether  oral or  written,  of the  parties.  No  supplement,
modification  or waiver of this Agreement  shall be binding  unless  executed in
writing by all parties.  No waiver of any of the  provisions  of this  Agreement
shall be deemed or shall  constitute  a waiver  of any  other  provision  hereof
(whether or not similar),  nor shall such waiver  constitute a continuing waiver
unless otherwise expressly provided.

          Section 9.06  Counterparts.  This  Agreement may be executed in two or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same instrument.

          Section  9.07  Invalidity.  In the  event  that any one or more of the
provisions  contained in this Agreement or in any other  instrument  referred to
herein,  shall, for any reason, be held to be invalid,  illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any other provision of this Agreement or any other such instrument.

          Section  9.08  Headings.  The  headings of the  Articles  and Sections
herein are inserted for convenience of reference only and are not intended to be
part of or to affect the meaning or interpretation of this Agreement.

          Section 9.09  Expenses.  Each of the parties hereto will be liable for
its own  costs  and  expenses  incurred  in  connection  with  the  negotiation,
preparation, execution or performance of this Agreement.

                [Remainder of the page intentionally left blank].

<PAGE>


          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

                                   AMERICAN HOME MORTGAGE
                                   HOLDINGS, INC.

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



                                      PATRICK JOHN HUBER

                                      /s/  Patrick John Huber
                                      ----------------------------------



                                      EMILIO NUNEZ

                                      /s/  Emilio Nunez
                                      ----------------------------------



                                      ROBERT CHARLES BOEHNLEIN

                                      /s/ Robert Charles Boehnlein
                                      ----------------------------------



                                      ALLEN CHARLES SCARPETTI

                                      /s/  Allen Charles Scarpetti
                                      ----------------------------------



                                      CHARLES MARIO DEMARTI

                                      /s/  Charles Mario DeMarti
                                      ----------------------------------