<PAGE> 198

ASSET PURCHASE AGREEMENT

    This Asset Purchase Agreement ("Agreement") is made and entered into as
of  the  30th  day of August, 1997, by and between The Real  Estate  Office
Software  Company,  a  Nevada corporation ("Seller"),  with  its  principal
office  located at 800 Southwood, Suite 107, Incline Village, Nevada  89451
and  Finet Holdings Corporation, a Delaware corporation ("Buyer"), with its
principal  office located at 3021 Citrus Circle, Suite 150,  Walnut  Creek,
California 94598.

    This Agreement is made with reference to the following facts:

     A.  Seller is engaged in several distinct business enterprises, one of
which is the development, production and sale of computer software products
for use in the residential real estate industry.

     B.   Finet  is  in the business of delivering homeownership  services,
including  loan origination, processing and various settlement services  in
the residential real estate industry.

     C.   Buyer desires to purchase from Seller all of the assets of Seller
which  are  related  to the development, production and  sale  of  computer
software  products  for  use  in  the  residential  real  estate  industry,
including but not limited to all fixtures, tangible and intangible personal
property, inventory, goodwill and other assets, which are more specifically
described herein.

     D.   Subject to the terms and conditions contained in this  Agreement,
Seller  desires to sell to Buyer, and Buyer agrees to purchase from Seller,
all of the  Software Assets of Seller.

     Now therefore, in consideration of the foregoing and of the covenants,
representations  and  warranties set forth in this Agreement,  the  parties
hereto, agree as follows:

         1.   PURCHASE AND SALE OF ASSETS:

     A.   Seller  shall sell, assign, and deliver to Buyer and Buyer  shall
purchase and accept, on the Closing Date, as defined in this Agreement  all
the assets and properties owned by Seller or in which Seller has any right,
title,  or interest, of every kind and description, wherever located,  used
by Seller in connection with its real estate software business or products,
including,  without limitation, the following (collectively  the  "Software
Assets"):

    (a)  All personal property tangible or intangible, furniture, fixtures,
equipment, machinery, parts, accessories, inventory and any other property,
all as is more specifically described and set forth in Exhibit A, which  is
attached and incorporated by reference (the "Personal Property").

     (b)  All accounts receivable, bank accounts, cash, securities, claims,
contract  rights,  equipment  leases,  warranties,  and  other  rights   or
agreements,  whether written or oral, the right to use any  and  all  names
that  are associated with the real estate software business engaged  in  by
Seller,  all as is more specifically described and set forth in Exhibit  A,
which  is  attached  and  incorporated by  reference  (the  "Contracts  and
Accounts").

     (c)   All  processes,  research  and  development  projects,  designs,
patents,   copyrights,   source  codes,  tradenames,   logos,   trademarks,
servicemarks,  licenses  and  goodwill  associated  with  the  real  estate
software  business, all as is more specifically described and set forth  in
Exhibit A, which is attached and incorporated by reference (the "Intangible
Software Assets").
<PAGE> 199

    B.  The  Software Assets shall not include, and Buyer shall not acquire
any  interest in, the assets of Seller that are not specifically  described
herein  and  specifically  those  assets and  liabilities  related  to  the
business  enterprise operated under the fictitious business name  "Seminars
in Excellence" ("Excluded Assets and Liabilities").

     C.  Seller shall convey title to the Software Assets to Buyer free and
clear  of  all liens, security interests, and encumbrances of any  kind  or
nature,  other  than those items specifically described and  set  forth  in
Exhibit  B, which is attached and incorporated by reference (the "Permitted
Liens").

     D.   Seller assumes all risk of loss or damage to the Software  Assets
prior  to  the  Closing Date.  In the event there is any material  loss  or
damage  to  all or any portion of the Software Assets prior to the  Closing
Date,  Buyer  may either terminate this Agreement or negotiate with  Seller
for a proportionate reduction in the Purchase Price to reflect any loss  or
damage.   For  the  purposes of this section, the term  "material  loss  or
damage"  shall  mean  any  loss or damage to the Software  Assets  with  an
aggregate cost of  five hundred ($500.00) dollars or more.

      2.   CONSIDERATION; ASSUMPTION OF LIABILITIES:

     In  consideration  of  the  sale of the  Software  Assets  under  this
Agreement  and  of all other things done and agreed to be done  by  Seller,
Buyer  shall pay to the Seller, on or before the Closing Date, the Purchase
Price which shall be composed of the following consideration:

     A.   Cash  in  the  sum of four hundred forty thousand  seven  hundred
seventy  nine                                                 ($440,779.00)
dollars ("Cash Payment"), which sum shall be comprised of the following:

     (a)   Retirement of the Finet Bridge Loan, including  the  Note  dated
March  5,  1997, with all associated interest and costs in the sum  of  two
hundred eleven thousand seven hundred seventy two ($211,772.00) dollars.

     (b)   Funds advanced by Buyer to Seller during the calendar year  1997
for  real  estate  software research and development, in  the  sum  of  two
hundred twenty nine thousand ($229,000.00) dollars.

     B.   As  additional consideration of the sale of the  Software  Assets
under  this Agreement, Buyer shall provide funds and Seller shall  use  its
best  efforts  to  settle or retire the itemized research  and  development
liabilities,  the  total  of which shall not exceed  two  hundred  thousand
($200,000.00)  dollars, as is more specifically set  forth  in  Exhibit  D,
which  is  attached  and  incorporated by reference ("Addititional  R  &  D
Expense").   The  remaining  balance  of  the  Additional  R  &  D  Expense
liabilites, if any shall be "Audit Deductions", settled or retired as  part
of  the  Post-Closing Audit process, as is more specifically  described  in
Paragraph 2., D., herein below.

    However, the liabilities so settled and retired shall not include:

     (a)   Any  liabilities accrued after June 30, 1997, the  date  of  the
Balance  Sheet set out in Exhibit C, that were not incurred in the ordinary
course of  the real estate software business for research and development.

     (b)   Any  liabilities whenever accrued for federal  or  state  income
taxes, sales taxes or interest or penalties.

      (c) Any liabilities not reflected in Exhibit C, for expenses incurred
in  connection  with  the  audit of income and  payroll  tax  returns,  for
reporting periods prior to June 30,1997.

     (d)   Any liabilities of any person or firm other than those specified
in this Agreement.

<PAGE> 200

     C.   As  additional consideration of the sale of the  Software  Assets
under  this Agreement, Buyer shall cause to be issued to Seller through  an
escrow  Retention Account, two hundred thousand shares of the common  stock
of  Seller,  par value $.01 per share which shares shall, for  purposes  of
this  Agreement, be valued at $2.50 per share  (" Finet Stock") and subject
to the provisions contained in Paragraphs 2. D., E., and F., herein.

    D.  Post-Closing Audit Adjustment to Purchase Price:

    (a)  The Purchase Price to be paid to Seller by Buyer shall be reduced,
as  provided  herein, to reflect changes in the value and  content  of  the
Software Assets, the value and content of liabilities, including,  but  not
limited  to  the  remaining  balance  of  the  Additional  R  &  D  Expense
liabilites,  if  any and any costs, expenses or claims resulting  from  the
breach  of any provision of this Agreement by Seller, as may be established
by Buyer during the course of conducting a Post-Closing Audit.

(b)   Eighty seven thousand five hundred (87,500) shares of the Finet Stock
to  be  issued  to Seller by Buyer for the purchase of the Software  Assets
will be escrowed in a Retention Account.  While performing the Post-Closing
Audit, Buyer shall provide Seller with two Interim Audit Reports, including
the  transfer of an adjusted portion of the escrowed Finet Stock, the first
on  April  30, 1998, at which time a maximum of thirty seven thousand  five
hundred  (37,500) shares of the Finet Stock will be subject to release  and
the  second  on  October 31, 1998, at which time a maximum of  twenty  five
thousand   (25,000) shares of the Finet Stock will be subject  to  release.
The  Final  Post-Closing  Audit Report and the transfer  of  the  remaining
balance of Finet Stock, if any, shall be completed by Buyer not later  than
April 30, 1999.

(c)   At  the time of each of the three Audits, two Interim and one  Final,
the  Retention Account ledger balance, with an initial value of zero at the
time  of  the first Interim Audit, shall be adjusted downward for  (i)  any
adverse  change  in the value and content of the Software  Assets,  without
regard  to  a  change in value of the Intangible Software  Assets  included
therein;  (ii)  any  adverse  change  in  the  value  and  content  of  the
liabilities  including  but not limited to the  remaining  balance  of  the
Additional R & D Expense liabilites, if any; (iii) any liabilities that are
not reflected on the balance sheets of Seller, provided on the Closing Date
and  attached hereto, or are not otherwise disclosed in writing as part  of
this  Agreement and to cover any and all damages, costs and  expenses  that
may arise out of the violation(s) by Seller, if any, of its representations
and  warranties contained in this Agreement; and (iv) any expenses incurred
for  payment of delinquent taxes, additional taxes incurred by Seller as  a
result  of  capital  gains  associated with the purchase  of  the  Software
Assets,  that  would  not have been assessed in a "Stock  Purchase"  and/or
other  assessments  discovered during the preceding  period  of  the  Post-
Closing Audit ("Audit Deductions").

     (d)   Upon the completion of each of the three Audits, the balance  of
the  Retention Account shall b calculated and, if said balance is negative,
the  equivalent number of Finet Stock, valued at $2.50 per share, shall  be
deducted  from amount of shares then subject to distribution,  retained  by
Buyer and the remaining shares of Finet Stock, if any, shall be transferred
to  Seller.   In the event the amount of shares to be deducted exceeds  the
amount  of shares subject to distribution at the time of an Interim  Audit,
the negative balance shall be carried forward to the subsequent audit.   It
is  understood that for the purpose of the Post-Closing Audit calculations,
as  is  set  forth  herein, the same accounting methods currently  used  by
Seller and Buyer, shall be employed.

E.   Seller has requested and Buyer has agreed to provide a mechanism which
will  allow Seller to obtain the maximum amount of the escrowed  shares  of
Finet  Stock,  by  reducing  or eliminating Audit  Deductions,  during  the
calculation of each Audit.

     (a)  As part of the Audit process, Buyer will confer with Seller in an
effort  to  identify and resolve any items that may be the  subject  of  an
Audit  Deduction.  In addition, on or before each Audit date,  Buyer  shall
provide  Seller with written notice of each identified Audit Deduction,  if
any, which will be included as part of the calculation of the current Audit
Report.
<PAGE> 201

     (b)  Seller shall have forty five (45) days from the receipt of notice
in  which to reduce or settle the reported Audit Deductions, at no cost  to
Buyer  ("Notice  Period").  Buyer shall adjust the amount of  the  reported
Audit  Deductions to reflect the timely receipt of commercially  acceptable
written confirmation of reduction or settlement, provided by Seller  during
the  Notice Period and release the corresponding number of shares of  Finet
Stock.

    F.  Additional Rights and Restrictions:

    (a)  Seller shall not receive an ownership interest in any of the Finet
Stock escrowed in the Retention Account, unless and until it is released by
Finet  in accordance with the Escrow provisions contained herein.   Without
limiting  the  foregoing, Seller shall have no right to  "vote"  the  Finet
Stock  until it has been actually received by Seller, at the conclusion  of
the Audit process.

     (b)  Upon the completion of each Audit and the receipt of Finet Stock,
Seller   shall  be  entitled  to  "Piggy  Back"  registration   rights   on
registrations  of  Finet subject to the right, however, of  Finet  and  its
underwriters  to reduce the number of shares proposed to be  registered  by
Seller in view of market conditions.

3.  INSTRUMENTS OF TRANSFER:

     The sales, assignments, and deliveries to be made to Buyer pursuant to
this  Agreement  shall be effected by bills of sale, endorsements,  checks,
assignments  and other instruments of transfer in such form as Buyer  shall
reasonably  request.  Seller shall prepare appropriate forms of instruments
of  transfer  and  conveyance in conformity with this Agreement  and  shall
submit  them to Buyer for examination on or before the Closing  Date.   Any
time  and  from  time to time after the Closing Date, on  Buyer's  request,
Seller  will  do, execute, acknowledge, and deliver all such further  acts,
deeds, assignments, transfers, and powers of attorney as may be required in
conformity  with  this Agreement for the adequate assigning,  transferring,
granting,  and  confirming to Buyer of the assets and  properties  sold  to
Buyer.

    4.   ASSIGNMENT OF CONTRACT RIGHTS:

    If any contract, license, lease, commitment, or sales or purchase order
assignable  to Buyer under this Agreement may not be assigned  without  the
consent  of  the other party thereto, Seller will use its best  efforts  to
obtain  the  consent  of the other party to the assignment.   If  any  such
consent  cannot be obtained, the Purchase Price under this Agreement  shall
be  adjusted  downward by the amount allocated to the affected asset(s)  in
Exhibit A.

    5.   ACCOUNTS RECEIVABLE:

     After the Closing Date, Buyer shall have the authority to collect  all
receivables  transferred  to  Buyer under this  Agreement  and  to  endorse
without  recourse and without warranties of any kind the name of Seller  on
any  checks or evidence of indebtedness received by Buyer on account of any
receivables.  Seller will transfer and deliver to Buyer any cash  or  other
property that Seller may receive in respect to any receivables.

    6.   BOOKS AND RECORDS:

     Seller  shall have the right to retain minute books, stock books,  and
other   corporate  records  of  Seller  having  to  do  with  a   corporate
organization  or capitalization, as well as the general business  operating
and  accounting records of Seller.  All other records and books of  account
of every kind and nature relating to the Software Assets shall be delivered
to,  and  become the property of Buyer, on or before the Closing Date.   At
any  time  contemplated herein, each party shall have reasonable access  to
and  the  right  to make exact copies of all books, records, and  documents
referred  to  in  this Agreement that are in the possession  of  the  other
party.

<PAGE> 202

    7.   CLOSING:

     A.   Subject to fulfillment of the conditions to Closing specified  in
this  Agreement and pursuant to the other terms and conditions hereof,  the
closing  for  the purchase and sale of the Software Assets (the  "Closing")
shall  be  held at 3021 Citrus Circle, Suite 150, Walnut Creek,  California
94598, on December _____, 1997, at 2:00 PM or at such other time and  place
as  the  parties  may mutually agree in writing (the "Closing  Date").   At
Closing,  Seller  shall convey title to the Software  Assets  to  Buyer  as
provided in this Agreement, subject only to the Permitted Liens.

     B.   The obligations of Buyer to purchase the Software Assets  and  to
settle  or  retire,  when due, the R & D Expense, and of  Seller  to  sell,
transfer and  assign the Software Assets as provided in this Agreement  are
subject  to  the  satisfaction, at the Closing (except  where  specifically
required  or  permitted to be satisfied prior to or after the Closing),  of
all of the respective obligations of Buyer and Seller set forth below:

     (1)   Delivery  of  Purchased Software Assets to Buyer.   At  Closing,
Seller shall deliver the Software Assets, including the source code for all
software which is more specifically described in Paragraph 8. F. herein, by
duly executed Bill of Sale and assignments or other instruments of transfer
and   documents  which  conform  to  the  requirements  of  the  Agreement.
Simultaneously with the consummation of the transfer, Seller,  through  its
officers,  agents, and employees, will put Buyer into full  possession  and
enjoyment  of  all Software Assets to be conveyed and transferred  by  this
Agreement.

     (2)   Delivery of Purchase Price and Settlement of Liabilities.  Buyer
shall deliver to Seller funds in the amount of the Purchase Price and other
appropriate  instruments or documents which conform to the requirements  of
the Agreement.

     C.   Certificate  from  Seller.   Seller  shall  deliver  to  Buyer  a
certificate, dated the Closing Date, signed by two duly authorized officers
of Seller certifying that:

    (1)  The representations and warranties made by Seller herein or in any
Exhibit  or  Schedule hereto remain true in all material  respects  on  the
Closing Date as though made on such date except for changes contemplated by
the Agreement.

     (2)   Seller has performed and complied in all material respects  with
all  agreements, covenants and conditions required by the Agreement  to  be
performed or complied with by Seller on or prior to the Closing.

    (3)  No litigation, proceedings or other actions are pending against or
affecting the Seller which have resulted or reasonably could be expected to
result  either  in an action to enjoin or the prevention of the  successful
consummation of the transactions contemplated by the Agreement.

     (4)   Seller  has  received  all  consents  required  by  the  federal
government, any state or local governmental body or any foreign  government
to the transactions contemplated by the Agreement, and such consents are in
full force and effect.

     (5)   That  from the date of this Agreement through the Closing  Date,
Seller  has  managed and conducted the Business in the ordinary  course  as
heretofore  managed and conducted as though no change of ownership  of  the
Business were contemplated, and has used commercially reasonable efforts to
preserve all employee, vendor and customer relationships.

    D.  Certificate of Buyer.  Buyer shall deliver to Seller a certificate,
dated  the  Closing Date, signed by two duly authorized officers  of  Buyer
certifying that:
<PAGE> 203

     (1)  The representations and warranties made by Buyer herein or in any
Exhibit  or   Schedule hereto remain true in all material respects  on  the
Closing Date as though made on such date except for changes contemplated by
the Agreement.

    (2)  Buyer has performed and complied in all material respects with all
agreements,   covenants  and conditions required by  the  Agreement  to  be
performed or complied with by Buyer on or prior to the Closing.

    (3)  No litigation, proceedings or other actions are pending against or
affecting the  Buyer which have resulted or reasonably could be expected to
result  either in an action to enjoin or the prevention of the consummation
of the transactions contemplated by the Agreement.

      (4)   Buyer  has  received  all  consents  required  by  the  federal
government, any state or  local governmental body or any foreign government
to the transactions contemplated by the Agreement, and such consents are in
full force and effect.

     E.  Corporate Resolutions.  Buyer and Seller shall each deliver to the
other certified copies of their respective corporate resolutions, certified
by  the  appropriate  corporate  officers, authorizing  the  execution  and
delivery  of  the  Agreement  and  the  consummation  of  the  transactions
contemplated  hereby.

     F.   Other  Agreements.  Buyer and Seller shall enter into such  other
agreements,  or  execute and deliver such documents or  items,  as  may  be
reasonably  contemplated  by  the  Agreement  to  effect  the  transactions
contemplated hereby.

     G.   Government Consents.  Buyer and Seller shall each deliver to  the
other  copies of any governmental consents required to be obtained pursuant
to the Agreement.

    8.  REPRESENTATIONS AND WARRANTIES OF SELLER:

     Seller  makes the following representations and warranties  to  Buyer,
each  of  which  is true and correct as of the date of this Agreement,  and
shall be true and correct as of the Closing Date:

     A.   The Real Estate Office Software Company ("Seller or REOS"), is  a
corporation duly organized, existing, and in good standing under  the  laws
of  the  State  of Nevada, and is authorized and entitled to carry  on  its
business  in  said  state  and  the  State  of  California.   REOS  has  no
subsidiaries.   Its  capital stock authorized and outstanding  consists  of
(i)   2,000,000 shares of Common Stock, $ .01 par value, of which 1,863,419
shares  are to be issued and outstanding on the Closing Date; (ii)   80,000
shares of Series A Convertible Preferred Stock, $ 3.20 par value, of  which
78,125  shares are to be issued and outstanding on the Closing Date;  (iii)
320,000shares of Series B Convertible Preferred Stock, $ 3.20 par value, of
which -0- shares are to be issued and outstanding on the Closing Date.   No
other  classes of stock have been issued or authorized.  All of such issued
shares will have been duly authorized and validly issued and fully paid and
non-assessable, on the Closing Date.

     B.   The execution and the delivery of this Agreement by REOS, and the
consummation of the transactions contemplated by this Agreement  have  been
duly  authorized  by  its  board of directors and  by  a  majority  of  its
shareholders.  Each Officer of REOS that executes this Agreement, has  full
power  and authority to enter into this Agreement and to carry out all  the
terms  and  provisions hereof to be carried out by each of  them,  and  all
authorizations  and consents necessary for the execution  and  delivery  of
this  Agreement by said Officers have been given.  This Agreement, assuming
due  authorization,  execution, and delivery by the  Buyer,  constitutes  a
legal,  valid, and binding  Agreement of Seller, enforceable against Seller
in accordance with its terms.
<PAGE> 204

     C.   The  financial statements of REOS relating to the  twelve  months
ending  6/30/97, and the financial statements relating to the twelve months
ending  8/30/97,  each prepared by REOS and delivered to  and  reviewed  by
public  accountants  for  Buyer  during  the  course  of  the  negotiations
regarding this Agreement, fairly reflect the financial position of REOS  as
of  the  end  of those periods and the result of  operations  during  those
periods.

     D.  REOS has good and marketable title to all of the personal property
tangible  or intangible, furniture, fixtures, equipment, machinery,  parts,
accessories,  inventory and any other property, all as is more specifically
described and set forth in Exhibit A, the Personal Property, all  of  which
are  free  and clear of all mortgages, liens, and encumbrances, except  the
Permitted Liens, as is more specifically described and set forth in Exhibit
B.

     E.   All of the Software Assets that were used in the business of REOS
on  the date of this Agreement, or that were reflected in the balance sheet
dated 6/30/97, which are described and set forth in Exhibit C, are owned by
Seller,  free  and clear of all mortgages, liens, and encumbrances,  except
the  Permitted Liens, as is more specifically described and  set  forth  in
Exhibit B.

     F.   REOS  is the owner of the real estate office software,  with  the
exception of those components which are owned by and properly licensed from
third  parties  and  as is more specifically described  and  set  forth  in
Exhibit E, which software is commonly known as the "Agent Connector",  free
and clear of any liens, encumbrances or claims, except that of Buyer.  REOS
has no knowledge of pending or threatened claims of infringement, violation
or interference involving said software.

     G.   REOS  is  not  a party to any employment agreement,  labor  union
agreement,  agreement  for the future purchase of materials,  supplies,  or
equipment, sales agreement, pension, profit-sharing, or retirement plan  or
agreement,  distributorship or sales agreement,  or  lease  agreement  that
could effect the Software Assets and which relates to any period beyond the
Closing  Date,  whether written or oral, except as  listed  in  Exhibit  F.
Copies  of  all  such written agreements have been supplied to  Buyer,  and
Buyer has been advised of the terms of all such oral agreements.

    H.  REOS enjoys a very good relationship with Van Hindorff, employed as
a  software  engineer,  and  there have been  no  significant  difficulties
experienced  that  would  indicate that this  good  relationship  will  not
continue  past  the  Closing  Date.   REOS,  its  Officers,  Directors  and
Mangement,  do not now have, or have ever had, any agreement,  arrangement,
or  understanding with Van Hindorff with respect to the Software Assets  or
the  sale of the Software Assets and nothing has been done or said by REOS,
its  Officers, Dirctors and Management, to cause Van Hindorff to expect  or
require  any  consideration, as a prerequisite for or a  condition  to  the
performance  of  REOS  under the terms and provisions  of  this  Agreement,
except  that  which  is disclosed and more specifically described  and  set
forth in Exhibit G, which is attached and incorporated by reference.

     I.   REOS  is not in default under any contract, agreement, lease,  or
other document relating to the Software Assets, to which it is a party, and
has  complied with all laws, regulations, and ordinances applicable to  its
business as of the date of this Agreement and the Closing Date.

     J.  Since 6/30/97, the date of the balance sheet set out in Exhibit C,
REOS  has  not   issued  any stock, bonds, or other  corporate  securities,
incurred  any  obligations or liability except current liabilities  in  the
ordinary  course of business, declared or made any payment or  distribution
to  stockholders,  purchased  or redeemed  any  shares  of  capital  stock,
mortgaged  or  pledged any of its assets, tangible or intangible,  sold  or
transferred  any  assets  or canceled any debts or  claims  except  in  the
ordinary  course  of  business, sold, assigned, or  licensed  any  patents,
trademarks, or tradenames, suffered any extraordinary  losses or waived any
rights except in the ordinary course of business, or entered into any other
transaction except in the ordinary course of business.
<PAGE> 205

     K.  Since 6/30/97, the date of the balance sheet set out in Exhibit C,
there  has  been  no substantial change in the financial policies,  account
relations, or marketing activities of REOS.

     L.  Since 6/30/97, the date of the balance sheet set out in Exhibit C,
there has been no significant change in the accounts payable of REOS, which
for the purposes of this provision shall mean any increase in excess of one
thousand ($1,000.00) dollars.

     M.  The REOS accounts receivable as reflected in its balance sheet  as
of 6/30/97, set forth in Exhibit C, and as thereafter acquired prior to the
Closing Date, will be collectible to the extent that they are so identified
in Exhibit C, prior to Closing.

     N.  Since 6/30/97, the date of the balance sheet set out in Exhibit C,
there  has been no substantial loss of value in any of the physical  assets
or  properties  of REOS which are included in the Software  Assets  herein,
ordinary wear and tear excepted.

    9.  INDEMNIFICATION BY SELLER:

     Seller shall indemnify, defend and hold harmless Buyer against and  in
respect  of  any and all liabilities, expenses, costs, claims and  actions,
including  interest, penalties and reasonable attorneys' fees,  that  Buyer
shall incur or suffer, which arise or result from, or relate to:

     (a)   Any  breach  by  the  Seller of any of  its  representations  or
warranties  contained in this Agreement, or the failure of  the  Seller  to
perform  any covenant or agreement contained in this Agreement, or  in  any
schedule,  certificate,  exhibit or other instrument  furnished  or  to  be
furnished by Seller under this Agreement.

     (b)   Any and all claims of whatever nature, asserted with or  without
the  commencement  of   legal  action against Buyer  with  respect  to  the
Excluded Assets and Liabilities.

    10.  CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS:

     The  obligations of Buyer under this Agreement are conditioned on  the
following all having occurred on or before the Closing Date:

     (a)  All actions, proceedings, instruments, and documents required  of
Seller  under  this  Agreement shall be in a form approved by  counsel  for
Buyer, provided that such approval shall not be unreasonably withheld.

     (b)   The  representations  and warranties  made  by  Seller  in  this
Agreement  shall  be substantially correct on the Closing Date,  except  as
affected  by  transactions  contemplated  in  this  Agreement  and  changes
occurring  in  the  ordinary course of business, with the  same  force  and
effect  as though the representations and warranties had been made  on  the
Closing Date.

    (c)  The instruments executed and delivered to Buyer by Seller pursuant
to this  Agreement are valid in accordance with their terms and effectively
vest  in  Buyer  good  and  marketable title  to  the  Software  Assets  as
contemplated  by  this  Agreement,  free  and  clear  of  any  liabilities,
obligations,  and  encumbrances, except those liabilities  and  obligations
which  are to be expressly settled or retired by Buyer as provided in  this
Agreement.

    11.  EXPENSES OF NEGOTIATION, SALE AND TRANSFER:
<PAGE> 206

     (a)   Except as is otherwise specifically set forth herein, each party
shall  pay the party's own expenses, taxes, attorney's fees and other costs
incident  to  or  resulting  from  this  Agreement,  whether  or  not   the
transactions contemplated herein are consummated.

     (b)  The costs of Seller shall include the preparation of documents of
transfer and documentary stamp taxes.  Buyer's costs shall include fees for
the filing or recording of instruments of transfer.

     (c)   Upon  Closing, Buyer shall pay to attorney's and/or  accountants
designated by Seller the sum of fifteen thousand ($15,000.00) dollars,  for
services  associated with the consummation of the transactions contemplated
herein.   Seller  shall  pay  any and all additional  fees  and  costs  for
attorney's and/or accountants employed by Seller.

    12.  ASSIGNMENT:

     The respective rights and obligations of the parties to this Agreement
may  not be assigned by any party without the prior written consent of  the
other,  which  consent may not be unreasonably withheld  or  delayed.   The
terms  and provisions of this Agreement shall be binding upon and inure  to
the benefit of the successors and assigns of the parties.

    13.  ENTIRE AGREEMENT:

     This  Agreement constitutes the entire agreement between  the  parties
with  respect  to the subject matter of this Agreement and  supersedes  all
prior agreements, oral and written, between the parties with respect to the
subject  matter of this Agreement.  However, in the event of  a  breach  of
this  Agreement by Seller, nothing herein shall limit or effect the  rights
and remedies of Buyer contained in the Bridge Financing Agreement, dated as
of  March  5,  1997, including the Note, Pledge and Security Agreement  and
Personal Guaranty.

    14.  MODIFICATION AND WAIVER:

    This Agreement may not be amended, modified or supplemented except by a
written agreement signed by the party against which the enforcement of such
amendment, modification or supplement is sought.  No waiver of any  of  the
provisions of this Agreement shall be deemed, or shall constitute, a waiver
of  any  other  provision.  No waiver shall be binding unless  executed  in
writing by the party making the waiver.

    15.  ATTORNEY FEES:

     If  any  legal  action or other proceeding is brought to  enforce  the
provisions  of  this Agreement, the prevailing party shall be  entitled  to
recover reasonable attorney fees and other costs incurred in the action  or
proceeding,  in addition to any other relief to which the prevailing  party
may be entitled.

    16.  NOTICES:

     All  notices, requests, demands, and other communications required  by
this  Agreement shall be in writing and shall be delivered in person or  by
courier, or mailed by first class registered or certified mail, as follows,
or to such other address as a party may designate to the other in writing:
<PAGE> 207

    (a)  If to Seller:

The Real Estate Office Software Company
800 Southwood, Suite 107
InclineVillage, Nevada 89451
Attn:  President

    (b)  If to Buyer:
Finet Holdings Corporation
3021 Citrus Circle, Suite 150
Walnut Creek, California 94598
Attn:  President

     The  date  on  which the notice, request, instruction or  document  is
actually delivered shall be the date on which such Notice is deemed to have
been given for the purposes of this Agreement.

    17.  HEADINGS:

     All  paragraph, section, exhibit and title headings contained in  this
Agreement are for convenience of reference only, do not form a part of this
Agreement and shall not affect in any way the meaning or interpretation  of
this Agreement.

    18.  COUNTERPARTS:

     This  Agreement  may be executed in two or more counterparts,  all  of
which  shall  be  considered one and the same agreement, and  shall  become
effective  when one counterpart has been signed by each party and delivered
to the other party to this Agreement.

    19.  TIME OF ESSENCE:

     Time  shall be of the essence with respect to the obligations  of  the
parties to this Agreement.

    20.  GOVERNING LAW:

    This Agreement shall be governed by and construed under the laws of the
State of California.

    21.  SEVERABILTY:

     In  the event any provision of this Agreement is deemed to be invalid,
illegal  or unenforceable, all other provisions of the Agreement which  are
not  affected  by  such  invalidity, illegality or  unenforceability  shall
remain in full force and effect.

    22.  CONFIDENTIALITY AND NONDISCLOSURE:

     All  confidential  information which  shall  have  been  furnished  or
disclosed by Buyer or Seller to the other pursuant to this Agreement  shall
be  held in confidence and shall not be  disclosed to any person other than
their  respective  employees,  directors,  legal  counsel,  accountants  or
financial advisors, with a need to have access to such information.
<PAGE> 208

     In  witness whereof the parties have executed this Agreement as of the
day and year first above written.

SELLER

The Real Estate Office Software Company

By: ______________________          By: _____________________
                        Jay                  S.                  Margulies,
Lionel Pober,
       President                            Secretary

BUYER

Finet Holdings Corporation


By: ______________________          By: ______________________
       L. Daniel Rawitch,                      Jan C. Hoeffel,
       Chief Executive Officer                 Secretary