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                           Consulting Agreement


This Consultation Agreement (the "Agreement") is entered into in Contra
Costa County, California, as of the first day of January, 1997, by and
between Finet Holdings Corporation ("Finet"), a Delaware corporation, and
James Umphryes ("Consultant"), who agree as follows:

1.   Description of Services

  Consultant shall provide such consulting services as shall be requested
  from time to time during the Consultation Period by James W. Noack,
  President of Finet's Monument Mortgage, Inc., ("MMI") subsidiary, and
  for such other consulting assignments as may be agreed upon in writing
  between Consultant and Finet.  Consulting services shall be provided
  from Consultant's place of business, currently in Walnut Creek and from
  such other location as may be agreed upon by Consultant and Finet from
  time to time.

2.   Term of Consultation

  The Consulting Period shall be for an initial fixed term of three years
  commencing January 1, 1997 and concluding on December 31, 1999.
  Thereafter, the Consulting Period may be extended and altered upon
  mutual agreement of the parties.

3.   Competitive activities

  During the Consulting Period, Consultant shall not actively participate
  in any business directly in competition with MMI without the prior
  consent of MMI.  Permission for any activity which is not harmful to MMI
  shall not be unreasonably withheld.

4.   Compensation

  As compensation for the services to be rendered by Consultant hereunder
  during the Consulting Period, Finet shall cause MMI to pay Consultant
  $15,000 per month.  Consultant shall be paid once each month, in
  advance.

5.   Expenses

  Finet shall cause MMI to reimburse Consultant, upon submission of
  documentation in accordance with MMI's usual policy for consultants, for
  reasonable business expenses incurred on behalf of MMI by Consultant.
  Consultant agrees not to incur any expenses in excess of $100 without
  prior approval from MMI.

6.   Confidential Information

  a.Consultant recognizes that, during the course of this Consultation
     Period and as a direct result of his consultation work, MMI will cause
     him to be exposed to certain nonpublic, confidential information, the
     disclosure of which to third parties would cause competitive injury to
     MMI.  Such confidential information includes but is not limited to
     MMI's investment plans or strategies, trade secrets, sources of
     supply, customer lists, lists of potential customers, customer or
     consultant contracts and the details thereof, pricing policies,
     operational methods, marketing and merchandising plans or strategies,
     business acquisition plans, personnel acquisition plans, unannounced
     products and services, research and development activities, processes,
     formulas, methods, techniques, technical data, know-how, inventions,
     designs, financial or accounting data, inventory reports, production
     schedules, cost and sales data, strategies, forecasts, and all other
     information not publicly available pertaining to the business of
     Employer or any of its affiliates.  Such information is hereinafter
     referred to as Confidential Information.

  b.Confidential information shall not include (i) any information which
     is or becomes publicly available other than through breach of this
     Agreement, or (ii) any information which is or becomes known or
     available to Consultant on a non-confidential basis and not in
     contravention of applicable law from a source which is entitled to
     disclose such information to Consultant.
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  c.Consultant agrees that he will not divulge Confidential Information to
     any person, directly or indirectly, except to MMI or its officers and
     agents, or as reasonably required in connection with his duties on
     behalf of MMI.  During the Consultation Period, Consultant further
     agrees not to use except on behalf of MMI, any Confidential
     Information acquired by Consultant.

7.   Voice Mail and Electronic Mail

  All voice mail and electronic mail on MMI's telephone or computer
  systems are the property of MMI and shall be non-personal, non-private
  and non-privileged to consultant, and upon request Consultant shall
  disclose to MMI all codes and passwords necessary for MMI to access such
  voice mail and electronic mail.

8.   Cooperation

  As a condition of his Consulting Agreement, Consultant agrees that he
  will not disrupt, damage, impair or interfere with the business of MMI,
  such as by interfering with the duties of MMI's employees, disrupting
  relationships with MMI's customers, agents, representatives, or vendors,
  or  otherwise.

9.   Termination

  a.Employer may terminate this Agreement immediately upon written notice
     to Consultant prior to its expiration date only for just cause.  For
     Purposes of this section, "just cause" is limited to convictions of
     fraud or grand theft, or drunkenness or use of illegal narcotics on
     MMI's premises, or for physical assault of anyone or any damage to
     property on MMI's premises.
  b.In the event of termination pursuant to this paragraph, Consultant
     agrees that he will return to MMI all records, papers and computer
     software and data, and any copies thereof relating to the Confidential
     Information.  Consultant acknowledges that all such papers, records,
     computer software and data, or copies thereof are and remain the
     property of MMI.
  c.At the time of termination pursuant to this paragraph, MMI will
     conduct an exit interview wherein Consultant will certify that he has
     returned to MMI all tangible Confidential Information disclosed to
     him.

10.  Assignment

  The rights and liabilities of the parties hereto shall bind and inure to
  the benefit of their respective successors, executors and
  administrators, as the case may be; provided that, as MMI has
  specifically contracted for Consultant's services, Consultant may not
  assign or delegate his obligations under this agreement either in whole
  or part without the prior written consent of MMI except that Consultant
  may assign this contract to a not yet formed corporation, partnership or
  other entity in which Consultant chooses to organize his post employment
  activities.  MMI may assign its rights and obligations to a successor in
  interest to MMI, provided such successor assumes all obligations and
  liabilities hereunder.
  
11.  Severability of Provisions

  In the event any provision of this Agreement is held to be illegal,
  invalid or unenforceable under any present or future law, (a) such
  provision will be fully severable, (b) this Agreement will be construed
  and enforced as if such illegal, invalid, or unenforceable provision had
  never comprised a part hereof, (c) the remaining provisions of this
  Agreement will remain in full force and effect and will not be affected
  by the illegal, invalid, or unenforceable provision, or by its severance
  here from, and (d) in lieu of such illegal, invalid, or unenforceable
  provision, there will be added automatically as a part of this Agreement
  a legal, valid and enforceable provision as similar in terms to such
  legal, invalid or unenforceable provision as may be possible.
  
12.  Injunctive relief

  Consultant acknowledges that the breach of a covenant contained in
  Section 3 and/or Section 6 of this Agreement may cause irreparable
  damage to employer, the exact amount of which will be difficult to
  ascertain, and that the remedies at law for any such breach will be
  inadequate.  Accordingly, Consultant acknowledges that the breach of a
  covenant contained in Section 3 and/or Section 6 of this Agreement, in
  addition to any other remedy that may be available at law or in equity,
  Employer shall be entitled to specific performance and injunctive
  relief.
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13.  Arbitration

  All claims and controversies of any kind relating to this Agreement
  shall be finally settled by binding arbitration before a single
  arbitrator in Walnut Creek, CA, in accordance with the rules then in
  effect from 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.  Attorney's fees and costs shall be allocated by the
  arbitrator in arbitration.

14.  Notices

  Any notice provided for in this Agreement must be in writing and must be
  either personally delivered, or mailed by certified mail (postage
  prepaid and return receipt requested).  Or sent by reputable overnight
  courier service, to the recipient at the address below indicated:
  
  To Consultant:      James A. Umphryes
                      3741 Waterford Lane
                      Walnut Creek, CA 94598
  
  To MMI and Finet:   Board of Directors
                      Finet Holdings Corporation
                      3021 Citrus Circle, #150
                      Walnut Creek, CA 94598
  
  or such other address or to the attention of such other person as the
  recipient party shall have specified by prior written notice to the
  sending party.  Any notice under this Agreement will be deemed to have
  been given when so delivered or sent, or if mailed, five days after so
  mailed.

15.  Entire Agreement:  Amendment and Waivers:

  This agreement and any other agreement or document referred to herein
  constitute the complete final and exclusive statement of the agreement
  among the parties pertaining to the Consultation Agreement, and
  supersede all prior agreement, understandings, negotiations and
  discussions, whether oral or written, of the parties.  No amendment,
  supplement, modification, rescission or waiver of this Agreement shall
  be binding unless executed in writing by the parties.  No waiver of any
  of the provisions of this Agreement shall be deemed or shall constitute
  a continuing waiver unless otherwise expressly provided.  the parties
  expressly acknowledge that they have not relied upon any prior
  agreements, understandings, negotiations and discussions, whether oral
  or written.

16.  Choice of Law

The rights and duties of the parties will be governed by the laws of the
State of California, excluding any choice-or-law rules that would require
the application of laws of any other jurisdiction.

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

Finet Holdings Corporation                   Consultant

By:  /s/  L. Daniel Rawitch                  By:  /s/  James A. Umphryes
Its:      C.E.O