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                          MONUMENT MORTGAGE, INC.
                                    AND
                    PREFERENCEAMERICA MORTGAGE NETWORK
                                     
                                     
                       AMENDED TERM SHEET AGREEMENT
                                     
      THIS AMENDED TERM SHEET AGREEMENT (the "Agreement"), made and entered
into  as of August 19, 1996, is intended to set forth the understanding  of
the parties ("Parties") as to their respective commitments.


                                 RECITALS

      A.    FINET  HOLDINGS CORPORATION, a Delaware corporation  ("Finet"),
MONUMENT  MORTGAGE, INC., a California corporation ("MMI")  and  PREFERENCE
AMERICA  MORTGAGE  NETWORK,  a  California corporation  ("PAMN"),  wish  to
combine  their  respective businesses by means of  MMI  and  PAMN  becoming
subsidiaries  of Finet through an appropriate method of acquisition  to  be
determined,  with  the  objectives of minimizing MMI tax  consequences  and
retaining existing MMI Lender approvals.

      B.   Two individuals, Mr. James Noack and Mr. James Umphryes, are the
sole  shareholders of MMI, and together with a third individual, Mr. E.  E.
Umphryes, are the sole shareholders of PAMN.

      C.   The parties agree that upon consummation of the acquisitions  of
MMI  and  PAMN,  they intend to continue to operate under their  respective
names;  however, for purposes of relationships with the market,  each  will
become a wholly owned subsidiary of Finet and shall indicate that it  is  a
Finet company by use of the Finet name and logo in an appropriate manner.

      D.    Prior  to the execution of this Agreement, the Parties  entered
into a similar agreement related to the transaction described herein.  This
Agreement  shall  serve to modify, amend and supersede any  and  all  prior
agreements between the parties with respect to said transactions.

      E.    The purpose of this Agreement is to set forth the understanding
of  the  parties  relative  to  the transaction  described  herein.   After
execution  of this Agreement, more Definitive Acquisition Agreements  (DAA)
will  be  prepared  which  will  contain the  representations,  warranties,
covenants  and indemnities that are usual and customary in transactions  of
this nature, and will be consistent in all material respects with the terms
of  this  Agreement.  It is intended that this Agreement will be a  binding
contract, subject to its terms and conditions.


AGREEMENT AND TERMS

     In consideration of the mutual covenants contained herein, the parties
hereto hereby agree as follows:

I.   Recitals

     The above recitals are incorporated herein by reference.

II.  MMI Shareholder Distribution

      It  is hereby acknowledged that, on or before May 31, 1996, the Board
of  Directors  of  MMI  intends to declare a distribution  payable  to  the
shareholders  of record in the amount of Two Million Dollars  ($2,000,000).
Further,   it  is  MMI's  intent  to  distribute  one  half   this   amount
($1,000,000)  in cash, and to issue a convertible subordinated debenture in
the  amount of the remaining half ($1,000,000) which bears interest at  the
Applicable  Federal  Rate  (AFR) as established  by  the  Internal  Revenue
Service, and is convertible into MMI's common shares.
<PAGE> 68

III. Acquisition of MMI

      In  consideration for the acquisition of all (100%) of the issued and
outstanding  stock of MMI, Finet will  (a.) retire the Monument convertible
subordinated debenture described in section II above by (i) issuing its own
subordinated  convertible  debenture with a face  amount  of   one  million
dollars  ($1,000,000) or, at Finet's option, by (ii)  issuing  two  million
(2,000,000)  shares  of Finet Common Stock to the debenture  holders,  (b.)
issue the number of shares of Finet's Common Stock equal to the sum of  (i)
the  4/30/96 audited GAAP book value of MMI, plus (ii) the value  of  MMI's
loan  servicing  rights, net of recorded intangible  servicing  rights,  as
established  by independent appraisal as of 4/30/96, divided by  the  price
per  share of the shares offered by Finet in its current private placement,
said  price  expected  to be fifty cents ($0.50) per  share,  and  (c.)  by
issuing an additional Two Million (2,000,000) shares of Finet Common Stock.
The  parties  agree that subsequent changes in the market  price  of  Finet
stock will not cause a change in the number of shares issued.

      Should  Finet  chose  to  retire  the  MMI  convertible  subordinated
debenture  in  accordance  with section III(a)(i)  above,  the  convertible
subordinated  debenture issued by Finet in exchange for  MMI's  convertible
subordinated  debenture shall have a term of five (5) years, bear  interest
at  the  Applicable Federal Rate (AFR) as established by the  IRS,  payable
monthly, and at the option of Finet, may at any time,  be retired for cash,
in  part  or entirely, upon thirty (30) days written notice, however,  upon
such notice, the holders(s) shall have the right to chose shares in lieu of
cash at the rate of two (2) shares per retirement dollar.

IV.  Acquisition of PAMN

      In  consideration for the acquisition of all (100%) of the issued and
outstanding  stock  of  PAMN,  Finet will pay Two  Hundred  Fifty  Thousand
Dollars  ($250,000) in cash to the shareholders of PAMN. The close  of  the
PAMN  acquisition  will  be  concurrent with the  MMI  close,  and  if  the
acquisition  of either MMI or PAMN fails to occur, the acquisition  of  the
other is hereby canceled.

V.   Audit

      Prior  to  July  15,  1996, MMI and PAMN will each  provide  complete
financial  statement audits, at their respective expenses, to  comply  with
the requirements of the Securities and Exchange Commission.

VI.  Retention

     Twenty percent (20%) of the shares issued to MMI shareholders by Finet
for the acquisition of MMI will be escrowed in a Retention Account.  During
the  twenty-four  month period after the closing of  the  acquisition,  the
Retention account ledger balance, with an initial value of zero,  shall  be
adjusted  upward  for  the  dollar value of any liabilities  that  are  not
reflected  on the balance sheets of Finet (or are not otherwise  disclosed)
and  to cover any and all damages that may arise out of the violations,  if
any,  of  Finet's representations and warranties in the DAA,  and  adjusted
downward  for  (i) any liabilities that are not reflected  on  the  balance
sheets of MMI and/or PAMN (or are not otherwise disclosed) and to cover any
and  all  damages that may arise out of the violations, if  any,  of  their
representations  and warranties in the DAA and (ii) any  expenses  incurred
for tax payments pursuant to VIII(m) below. At the expiration of the twenty-
four  month period, the final balance of the Retention Account ledger shall
be  calculated and, if said balance is negative, the equivalent  number  of
shares calculated, at CMV as herein defined, shall be retained by Finet and
the remaining shares in the Retention Account, if any, shall be distributed
to  the  MMI  shareholders.   If  the final Retention  Account  balance  is
positive,  the  equivalent number of shares, calculated at  CMV  as  herein
defined, shall be issued by Finet and, together with all the shares in  the
Retention  Account,  be  distributed to the MMI shareholders.  The  maximum
number of additional shares issued by Finet, if any, shall be equal to  the
initial number of shares escrowed in the Retention Account. All shares held
in  the Retention Account shall continue to grant full voting rights to the
shareholders while in escrow.

It  is understood that the calculation of the above items shall be based on
continuation  of the same accounting methods currently used by  Finet,  MMI
and PAMN.

VII. Board of Directors

      Finet  will nominate Mr. Noack and Mr. Umphryes to be Members of  the
Board  of Directors of Finet, and will use its best efforts to cause  their
election  to  the Board at its first regular meeting after the  acquisition
date.  Each officer of Finet who is a Director will vote in favor of  these
nominations at said meeting.

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VIII.     Employment & Consulting Contracts

     Key management employees have been identified as
          Paul Garrigues, Senior VP and CFO
          Lee Decker, Senior VP/Secondary Marketing
           Bill  Dullaghan,  Senior VP/National Wholesale  Loan  Production
Manager

      Existing  employment contracts for these individuals will be  revised
prior  to  the  acquisition  date  to address  their  respective  terms  of
employment  with  the  post-acquisition organization,  including  retention
commitments,   stock  options,  non-compete & non-disclosure  clauses,  and
other  critical  terms.   These agreements will be subject  to  review  and
approval by Finet.

       The parties hereto state their intent to require that the payment of
a fixed base salary in excess of $150,000 per year to any employee have the
recommendation of the compensation committee of the board and the  approval
by  not  less  than  75%  of  the members of the  board  of  directors  not
abstaining.

      Mr. Noack and Mr. Umphryes will be employed by Finet on the following
basis:  It is understood that the following terms shall be in effect  until
replaced by individual employment contracts that are consistent in form and
content  with the standards to be established by the compensation committee
for executive officers.

      a)    Title:    Mr. Noack: President of MMI, Executive Vice President
of Finet Holdings, Inc.
               Mr. Umphryes: Executive VP of MMI and PAMN

      b)    Base Salary:   $150,000 per annum, payable twice per month, net
of the cost of insurance
                    benefits and personal use of leased vehicles

     c)   Term:     Three years from the closing of the acquisitions.

      d)    Participation in management stock option plan and/or  incentive
plan as determined by the Board
          of Directors for Noack only.

      e)    Benefits to include four weeks paid vacation and two weeks sick
leave annually and, subject to
          applicable  employer  anti-discrimination requirements,  if  any,
          full payment of all premiums for
          company  offered  medical, dental, vision,  life  and  disability
          coverage.

      f)    Full  time  employment and no other competitive employment  for
Noack and Umphryes.

      g)    Termination  only  for  cause as determined  by  the  Board  of
Directors with the definition of cause to
          be mutually agreed upon in the DAA.

      h)    Location: as determined by the Board of Directors,  and  it  is
hereby acknowledged that Umphryes
          primary office may be in his home.

     i)   A reasonable non-compete, non-disclosure agreement.

      j)    Legal Fees: Finet acknowledges that Messrs. Noack and  Umphryes
and MMI are defendants in a
          current  legal action brought by prior shareholders  which  seeks
          the  restoration  of  shares previously sold.   Finet  agrees  to
          continue  to  bear the costs of defending this  action  up  to  a
          maximum  of  $250,000. Legal costs in excess of that  amount,  if
          any,  and all settlement costs are the responsibility of  Messrs.
          Noack and Umphryes as individuals.

      k)   Currently Leased Vehicles: Finet will assume the current  leased
vehicle obligations of MMI on
          behalf  of Messrs. Umphryes and Noack, and will continue  payment
          of  all  lease and, up to a maximum personal use amount of $3,000
          per  year,  all  related operating costs (insurance,  fuel,  oil,
          repairs  and  maintenance) for the lesser of the existing   lease
          period  or  one  year from the acquisition of  MMI.   Thereafter,
          Finet's  obligation will be limited to a maximum  lease  cost  of
          $750  per  month  and  payment    of related operating  costs  as
          above.
          
                                                                         l)
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      As  sole  shareholders of MMI, an S corporation,  Messrs.  Noack  and
Umphryes will have personal
          Federal  and California State income tax liabilities for the  tax
          year 1996 based on the taxable income generated by MMI during the
          period of time from January 1, 1996 through the acquisition date.
          Finet agrees to pay said tax liability on behalf of Messrs. Noack
          and  Umphryes  with  said tax payments(s)  to  be  a  Section  VI
          Retention Account adjustment item.

IX.  Stand Still

      Finet,  MMI,  PAMN and their shareholders will not, so long  as  this
Agreement  is  in  effect, take any action out of the  ordinary  course  of
business, such as a sale of assets, termination of employment, modification
of   employment contracts,  or distribution of dividends or bonuses (except
as  described in section II. above).  The parties agree that Finet  intends
to  enter employment agreements with certain of its managers which will  be
consistent  in form and content with those referred to herein for  MMI  and
PAMN employees and be subject to review and approval by MMI and Finet.  The
balance sheet attached to the DAA  will reflect any activities to the  date
of  the balance sheet, which will be dated as near to the effective date of
the Agreement effective date as is practical.

X.   Due Diligence

      The  parties  shall   use their best efforts in promptly  undertaking
respective  due  diligence reviews.  The parties hereby agree  to  complete
said  reviews within 30 days of the date of this Agreement, unless extended
by  mutual  consent,  which consent not to be unreasonably  withheld.   All
parties  will  cooperate  in  providing  materials  and  access  reasonably
necessary for an adequate due diligence effort.  In the event any party  is
of  the  opinion  that  a  material fact has been  revealed  by  their  due
diligence,  and that party wished to terminate this Agreement,  the  matter
will  be  submitted to mediation and arbitration as per the  provisions  of
Paragraph  XIV below.  The failure to discover a material fact  during  the
course of the respective due diligence reviews shall not be deemed a waiver
of  a  representation or warranty, nor a defense against  potential  damage
from the undiscovered matter.

XI.  Closing

      The parties to this Agreement will use their best efforts to be in  a
position to sign DAA as soon as practicable, but, unless extended by mutual
consent,  said consent not to be unreasonably withheld, not more  than  the
later  of  60 days after the date of this Term Sheet Agreement or  30  days
after the first closing of Finet's private placement now in process.

XII. Success of Private Placement

     It is hereby acknowledged that this agreement has been entered into on
the  basis  that the Finet private placement, now in preparation,  will  be
successful  in raising equity capital of not less than Two Million  Dollars
($2,000,000).   The success of this private placement is  critical  to  the
desire and ability for MMI and PAMN to be acquired as described herein  and
therefore,  the  failure to raise said equity capital shall  be  considered
cause  for  termination of this Agreement by, and at  the  option  of,  the
shareholders of MMI.


XIII.     Non Refundable Advance Payment

      In  consideration for the promise to stand still  by  MMI  and  PAMN,
within five (5) business days following receipt by Finet of the proceeds of
the  first closing of its private placement now in preparation, Finet  will
issue  to  the  MMI shareholders Two Hundred Thousand (200,000)  shares  of
Finet's common stock. Said shares shall be considered as part of the  share
consideration to be issued pursuant to Section III.

XIV. Mediation and Arbitration

      Initially all claims and controversies of any kind relating  to  this
Term  Sheet Agreement shall within 30 days of notice of claim to the  other
party  be submitted to mediation pursuant to the services of an established
mediation  service  with the venue of the mediation  being  San  Francisco,
California.

     In the event the matter cannot be disposed of by mediation, all claims
and  controversies of any kind relating to this Agreement shall be  finally
settled  by  arbitration before a single arbitration in  San  Francisco  in
accordance  with  the  rules  then obtaining of  the  American  Arbitration
Association.  All parties to this Agreement shall be bound by the  decision
in  any such arbitration, and judgment upon such arbitration may be entered
by  any  court  of  proper  jurisdiction.  In  any  such  arbitration,  the
arbitrators:  (i) shall apply the provisions of this Term  Sheet  Agreement
without varying therefrom in any respect, and they shall not have the power
to  add  to, modify or change the provisions of this Agreement; (ii)  shall
make     specific     written     findings     of     fact     and     law;
<PAGE> 71

and  (iii)  shall apply the law of California to all substantive issues  of
law.   The foregoing shall not preclude the parties from seeking injunctive
or  other inequitable relief from any court of proper jurisdiction  pending
the outcome of any arbitration.

      Attorney  fees and costs shall be allocated by agreement in mediation
and by the arbitrators in arbitration.

XV.  Miscellaneous

      a)    The Current Market Value (CMV) of Finet Common Shares shall  be
defined for this Agreement
          as  the  average bid price over the 20 business day period ending
          10 days prior to the date of valuation.

      b)    Any  press releases or formal filings concerning this Agreement
and the acquisitions shall be
          subject to the mutual consent of the parties, which consents  may
          not be unreasonably withheld.

     c)   This Agreement shall be governed by and interpreted in accordance
with the laws of the State of
          California.

      d)    If  any portion of this Agreement is found to be illegal and/or
unenforceable, the remainder will
          continue in full force and effect.

      e)   It is acknowledged that an existing Finet shareholder has agreed
to sell privately certain of its
          shares  to  certain key employees of Finet and that, by  separate
          agreement  as consideration for the bridge loan described  below,
          15%  of  said  shares  shall be made available  for  purchase  by
          certain  MMI and PAMN employees.  This private sale of shares  is
          considered  by  MMI  and  PAMN to be a critical  element  to  the
          acquisition herein described.

     f)   It is acknowledged that PAMN has made a bridge loan in the amount
of Forty Thousand Dollars
          ($40,000)  to National Mortgage Network (NMN) and that Finet  has
          an  option  to,  and  intends to, acquire NMN.   Upon  successful
          completion  of  the first close of its private  placement,  Finet
          agrees  to repay that loan and accrued interest within  five  (5)
          business days.

      g)    All  parties to this agreement acknowledge that the acquisition
described herein will require
          approvals of certain third parties (FHLMC, FNMA, DRE, DOC,  etc.)
          and  that the parties agree that they will use their best efforts
          to  obtain  said approvals as quickly as possible.  It is  agreed
          that,  to  the extent that an approval is not obtained  and  such
          denial does not create a legal prohibition to the acquisition  or
          a  material  diminution  in  value, it  will  not  be  cause  for
          termination of this Agreement.

      h)    The  shareholders of MMI and PAMN have been  required,  in  the
normal course of business, to
          make  personal guarantees for certain financing transactions  and
          general business relationships.  Finet hereby agrees to negotiate
          with  holders  of said guarantees to release the shareholders  of
          MMI  and  PAMN  from  these obligations.   If  releases  are  not
          possible,  then Finet will offer to assume these obligations,  or
          in  the  event that assumption is not possible, to indemnify  the
          MMI and PAMN shareholders for any losses suffered as a result  of
          these personal guarantees.

      i)   The shareholders of MMI are aware that the public sale of shares
of Finet Common Stock issued
          as  consideration  for  the  acquisition  of  MMI  stock  may  be
          restricted  by  means  of a "lock up" agreement.   However,  said
          agreement  shall include, unless prohibited by Finet's investment
          banker,  the right to sell to sell up to 100,000 shares per  year
          for each MMI shareholder and shall not apply to private transfers
          of  Finet shares between MMI shareholders or transfers for estate
          planning purposes to closely held trusts or family members,
          
      The  undersigned,  having been duly authorized  by  their  respective
Boards  of  Directors,  have signed this Term Sheet Agreement as a  binding
contract effective as of the date indicated above.

FINET HOLDINGS CORPORATION              MONUMENT MORTGAGE, INC.


By:         /s/  L.  Daniel  Rawitch                                    By:
/s/ James W. Noack
     L. Daniel Rawitch, CEO                       James W. Noack, President

<PAGE> 72

PREFERENCE AMERICA MORTGAGE NETWORK


By:        /s/ James A. Umphryes
     James A. Umphryes, Director