<PAGE> 192

THESE  SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION  UNDER  THE SECURITIES ACT OF 1933, AS AMENDED,  AND  ANY  SALE,
TRANSFER,  PLEDGE OR OTHER DISPOSITION THEREOF MAY BE MADE ONLY  (i)  IN  A
REGISTRATION UNDER SAID ACT OR (ii) IF AN EXEMPTION FROM REGISTRATION UNDER
SAID ACT IS AVAILABLE AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO
THAT EFFECT REASONABLY SATISFACTORY TO IT.

                   FINET HOLDINGS CORPORATION

                 COMMON STOCK PURCHASE WARRANT

             This Warrant Expires October 31, 2002

Warrant No. 97-xx                                       Shares:xx

     THIS  CERTIFIES that, subject to the terms and conditions  herein  set
forth,  xx  (the  "Holder")  is entitled to purchase  from  Finet  Holdings
Corporation,  a Delaware corporation (the "Company"), at any time  or  from
time to time during the Exercise Period (as hereinafter defined) the number
of fully paid and non-assessable shares of Common Stock of the Company (the
"Shares") as provided herein upon surrender hereof at the principal  office
of  the Company, and, at the election of the holder hereof, upon payment of
the  purchase price at said office in cash or by cashier's check or by  the
wire  transfer of funds in a dollar amount equal to the purchase  price  of
the Shares for which the consideration is being given.

     This  Warrant  shall be exercisable for that number of Shares  as  set
forth above.

    1.  Purchase Price.  Subject to adjustment as hereinafter provided, the
purchase price of one share of Common Stock (or such securities as  may  be
substituted  for  one  share  of Common Stock pursuant  to  the  provisions
hereinafter set forth) (the "Warrant Price") shall be Five Dollars ($5).

     2.  Adjustment of Warrant Price and Number of Shares.  In addition  to
the  adjustment  provided for in Section 1 above, the number  and  kind  of
securities  issuable upon the exercise of this Warrant shall be subject  to
adjustment  from  time  to time upon the happening  of  certain  events  as
follows:

        (a) Adjustment for Dividends in Stock.  In case at any time or from
time to time on or after the date hereof the holders of the Common Stock of
the  Company  (or  any  shares of stock or other  securities  at  the  time
receivable upon the exercise of this Warrant) shall have received,  or,  on
or   after  the  record  date  fixed  for  the  determination  of  eligible
stockholders,  shall  have  become entitled  to  receive,  without  payment
therefor,  other  or  additional stock of the Company by  way  of  dividend
(other than as provided for in Paragraph 2(b) below), then and in each such
case,  the  holder  of  this Warrant shall, upon the  exercise  hereof,  be
entitled  to  receive, in addition to the number of shares of Common  Stock
receivable  thereupon, and without payment of any additional  consideration
therefor, the amount of such other or additional stock of the Company which
such  holder would hold on the date of such exercise had it been the holder
of  record  of  such  Common Stock on the date hereof and  had  thereafter,
during  the period from the date hereof to and including the date  of  such
exercise, retained such shares and/or all other additional stock receivable
by  it  as  aforesaid during such period, given effect to  all  adjustments
called for during such period by this Paragraph 2.

         (b)  Adjustment  for Changes in Common Stock.   In  the  event  of
changes in the outstanding Common Stock of the Company by reason of  split-
ups,   recapitalizations,   reclassifications,   mergers,   consolidations,
combinations   or   exchanges  of  shares,  separations,   reorganizations,
liquidations,  or the like, the number and class of shares available  under
the
<PAGE> 193

Warrant  in  the  aggregate and the Warrant Price shall be  correspondingly
adjusted by the Board of Directors of the Company.  The adjustment shall be
such  as  will  give  the holder of the Warrant on exercise  for  the  same
aggregate Warrant Price the total number, class, and kind of shares  as  he
would have owned had the Warrant been exercised prior to the event and  had
he   continued  to  hold  such  shares  until  after  the  event  requiring
adjustment.

    3.  No Fractional Shares.  No fractional shares of Common Stock will be
issued  in  connection with any subscription hereunder.   In  lieu  of  any
fractional shares which would otherwise be issuable, the Company shall  pay
cash  equal  to the product of such fraction multiplied by the fair  market
value  of  one share of Common Stock on the date of exercise, as determined
by  the fair market value of one share of the Company's Common Stock on the
date  of  exercise  as determined in good faith by the Company's  Board  of
Directors.

     4.   No Stockholder Rights.  This Warrant shall not entitle its holder
to  any  of  the rights of a stockholder of the Company prior  to  exercise
thereof.

    5.  Reservation of Stock.  The Company covenants that during the period
this  Warrant is exercisable, the Company will reserve from its  authorized
and  unissued Common Stock a sufficient number of shares to provide for the
issuance  of  Common Stock upon the exercise of this Warrant.  The  Company
agrees that its issuance of this Warrant shall constitute full authority to
its  officers who are charged with the duty of executing stock certificates
to  execute and issue the necessary certificates for shares of Common Stock
upon the exercise of this Warrant.

     6.   Exercise  of  Warrant.  This Warrant  may  be  exercised  by  the
registered  holder or its registered assigns, in whole or in part,  by  the
surrender of this Warrant at the principal office of the Company,  together
with  the form of subscription hereof duly executed, accompanied by payment
in  full  of the amount of the Warrant Price in the form described in  this
Warrant.    Upon  partial  exercise  hereof,  a  new  warrant  or  warrants
containing the same date and provisions as this Warrant shall be issued  by
the  Company  to the registered holder for the number of shares  of  Common
Stock with respect to which this Warrant shall not have been exercised.   A
Warrant  shall be deemed to have been exercised immediately  prior  to  the
close  of  business on the date of its surrender for exercise  as  provided
above,  and  the  person  entitled to receive the shares  of  Common  Stock
issuable upon such exercise shall be treated for all purposes as the holder
of  such  shares of record as of the close of business on  such  date.   As
promptly as practicable on or after such date, the Company shall issue  and
deliver  to  the  person  or  persons  entitled  to  receive  the  same,  a
certificate  or certificates for the number of full shares of Common  Stock
issuable upon such exercise, together with cash in lieu of any fraction  of
a share as provided above.

     7.  Certificate of Adjustment.  Whenever the Warrant Price is adjusted
as herein provided, the Company shall promptly deliver to the record holder
of  this  Warrant a certificate of an officer of the Company setting  forth
the  relevant  Warrant Price or number of shares after such adjustment  and
setting forth a brief statement of the facts requiring such adjustment.

     8.   Compliance With Securities Act.  The holder of this  Warrant,  by
acceptance hereof, agrees that this Warrant and the shares of Common  Stock
to  be  issued upon exercise hereof (or shares of any security  into  which
such  Common Stock may be converted) are being acquired for investment  and
that  the holder will not offer, sell, or otherwise dispose of this Warrant
and any shares of Common Stock to be issued upon exercise hereof (or shares
of any security into which such Common Stock may be converted) except under
circumstances which will not result in a violation of the Securities Act of
1933,  as  amended (the "Act").  Upon exercise of this Warrant, the  holder
hereof  shall,  if  requested  by  the  Company,  confirm  in  writing  its
investment  purpose and acceptance of the restrictions on transfer  of  the
shares of Common Stock.

     9.   Subdivision  of Warrant.  At the request of the  holder  of  this
Warrant  in  connection with a transfer or exercise of  a  portion  of  the
Warrant,  upon surrender of such Warrant for such purpose to  the  Company,
the Company at its expense (except for any transfer tax payable) will issue
and  exchange therefor warrants of like tenor and date representing in  the
aggregate the right to purchase such number of shares of such Common  Stock
as shall be designated by such holder at
<PAGE> 194

the   time  of  such  surrender;  provided,  however,  that  the  Company's
obligations to subdivide securities under this section shall be subject  to
and conditioned upon the compliance of any such subdivision with applicable
state securities laws and with the Act.

    10. Notices of Record Date.  In case:

         (a)  the Company shall take a record of the holders of its  Common
Stock  (or  other  stock  or  securities at the time  receivable  upon  the
exercise  of the Warrant) for the purpose of entitling them to receive  any
dividend  or other distribution, or any rights to subscribe for or purchase
any shares of stock of any class or any other securities, or to receive any
other right, or

          (b)   of   any   capital  reorganization  of  the  Company,   any
reclassification of the capital stock of the Company, any consolidation  or
merger  of  the Company with or into another corporation, or any conveyance
of  all  or  substantially  all of the assets of  the  Company  to  another
corporation, or

         (c) of any voluntary dissolution, liquidation or winding-up of the
Company,
then, and in each such case, the Company will mail or cause to be mailed to
each  holder  of a Warrant at the time outstanding a notice specifying,  as
the  case  may  be, (i) the date on which a record is to be taken  for  the
purpose of such dividend, distribution or right, and stating the amount and
character  of  such dividend, distribution or right, or (ii)  the  date  on
which   such   reorganization,  reclassification,  consolidation,   merger,
conveyance,  dissolution, liquidation or winding-up is to take  place,  and
the  time,  if  any is to be fixed, as of which the holders  of  record  of
Common Stock or such other stock or securities at the time receivable  upon
the  exercise of the Warrant shall be entitled to exchange their shares  of
Common  Stock (or such other stock or securities) for securities  or  other
property    deliverable   upon   such   reorganization,   reclassification,
consolidation, merger, conveyance, dissolution, liquidation or  winding-up.
Such  notice  shall be mailed at least 30 days prior to  the  date  therein
specified.

     11.  Loss, Theft, Destruction, or Mutilation of Warrant.  Upon receipt
by  the  Company  of evidence reasonably satisfactory to it  of  the  loss,
theft,  destruction, or mutilation of this Warrant, and in  case  of  loss,
theft, or destruction, of indemnity or security reasonably satisfactory  to
it,  and  upon  reimbursement  to the Company of  all  reasonable  expenses
incidental thereto, and upon surrender and cancellation of this Warrant, if
mutilated,  the Company will make and deliver a new Warrant of  like  tenor
and dates as of such cancellation, in lieu of this Warrant.

     12. Miscellaneous.  This Warrant shall be governed by the laws of  the
State  of  California.  The headings in this Warrant are  for  purposes  of
convenience  and  reference only, and shall not be deemed to  constitute  a
part  hereof.   Neither this Warrant nor any term hereof  may  be  changed,
waived,  discharged,  or terminated orally but only  by  an  instrument  in
writing  signed  by  the  Company and the registered  holder  hereof.   All
notices  and  other communications from the Company to the holder  of  this
Warrant  shall be by telecopy or expedited courier service to  the  address
furnished to the Company in writing by the last holder of this Warrant  who
shall have furnished an address to the Company in writing.

     13.  Exercise  Period.   The Exercise Period  shall  mean  the  period
commencing on October 31, 1997 and ending on October 31, 2002.

    ISSUED this October ___, 1997.






<PAGE> 195

                        FINET HOLDINGS CORPORATION




                                By_________________________


<PAGE> 196

                       FORM OF ASSIGNMENT
                   FINET HOLDINGS CORPORATION


     FOR  VALUE  RECEIVED the undersigned registered owner of this  Warrant
hereby  sells, assigns, and transfers unto the Assignee named below all  of
the rights of the undersigned under the within Warrant, with respect to the
number of shares of Common Stock set forth below.
Name of Assignee          Address           Number of Shares


and      does     hereby     irrevocably     constitute     and     appoint
________________________________ Attorney to  make  such  transfer  on  the
books  of FINET HOLDINGS CORPORATION maintained for the purpose, with  full
power of substitution in the premises.
Dated:______________________

                        __________________________________
                        Name of Warrant Holder

                            Signature:  ______________________


Witness:______________________
<PAGE> 197

                       SUBSCRIPTION FORM
                   FINET HOLDINGS CORPORATION

         (To be executed only upon exercise of Warrant)

     The undersigned registered owner of this Warrant irrevocably exercises
this Warrant for and purchases ________________ of the number of shares  of
Common  Stock of FINET HOLDINGS CORPORATION purchasable with this  Warrant,
and  herewith makes payment therefor, all at the price and on the terms and
conditions specified in this Warrant.

Dated:_____________________
                            ________________________________
                        (Signature of Registered Owner)

                        ________________________________
                                  (Street Address)

                        ________________________________
                        (City)   (State)    (Zip Code)