<PAGE> 229

                         STOCK PURCHASE AGREEMENT

THIS  AGREEMENT  is  made as of May 19, 1998 at Walnut  Creek,  California,
among Finet Holdings Corporation, a Delaware corporation ("Buyer") and John
E.  Railey,  individually  and as Trustee utd  10/28/93,  Harve  L.  Lubin,
individually and as Trustee utd 2/22/90 and Joseph E. Gistaro, individually
and   as  Trustee  utd  8/15/89  (collectively  "Shareholders")  and  MICAL
Mortgage, Inc., a California corporation ("Corporation").

                                 RECITALS
                                     
      Shareholders  have represented that they own all of  the  issued  and
outstanding   stock  of  Corporation.  Buyer  desires  to   purchase   from
Shareholders  and  Shareholders  desire  to  sell  to  Buyer  all  of   the
outstanding  stock of Corporation (the "Shares"). Corporation desires  that
this transaction be consummated.

     In consideration of the mutual covenants, agreements, representations,
and warranties contained in this Agreement, the parties agree as follows:

1.   PURCHASE AND SALE OF SHARES

      1.1.  Tax-Free  Reorganization. Shareholders  and  Buyer  adopt  this
Agreement  as  a  plan  of reorganization under the Internal  Revenue  Code
Section 368(a)(1)(B).

      1.2.  Purchase  and  Sale of Shares. Subject  to  the  terms  of  and
conditions  set forth in this Agreement, on the Closing Date,  Shareholders
will  transfer,  convey  and deliver the Shares to Buyer,  and  Buyer  will
acquire  the  Shares from Shareholders. At Closing Buyer will  execute  and
deliver  to  Shareholders an irrevocable proxy to vote the Shares  for  all
purposes until such time as all state licensing requirements applicable  to
the conduct of the Corporation's business as contemplated by the Buyer have
been complied with by the parties hereto.

2.   CONSIDERATION

      2.1.  Purchase  Price. The purchase price to  be  paid  by  Buyer  to
Shareholders in exchange for the Shares shall be 552,430 shares of  Buyer's
common stock (the "Purchase Price Stock"), adjusted as set forth below.

      2.2. Payment of Purchase Price. Subject to the Pledge as provided  in
Section  2.3,  the  Buyer will issue and deliver an  aggregate  of  552,430
shares  of  the  Purchase Price Stock to the Shareholders  (as  defined  in
Section  11)  in the amounts set forth on Exhibit A hereto according  to  a
deferred  payment schedule to be mutually agreed upon by  the  parties.  Of
such shares, 100,000 will be pledged by Shareholders as provided in Section
2.3 below.

      2.3.  Pledge. As security for Shareholders' obligations set forth  in
Section 13.3 hereof, Shareholders shall execute and deliver to Buyer at the
Closing  a  pledge and security agreement in the form of Exhibit  B  hereto
(the "Pledge Agreement"), giving Buyer a first security interest in 100,000
shares of the Purchase Price Stock as provided in the Pledge Agreement.

      2.4. Adjustment to Purchase Price. The Purchase Price Stock shall  be
subject  to  an  adjustment in the amount of 20,460 shares  (the  "Reserved
Shares")  pending resolution of an action by the California  Department  of
Transportation  ("CalTrans"), among others, requiring Corporation  to  make
certain improvements to the drainage system at 5151 Murphy Canyon Road (the
"CalTrans  Action"). In the event the CalTrans Action  is  settled  or  the
property remediated for an
<PAGE> 230

amount  that  is  less than $70,000, the amount of Reserved  Shares  to  be
issued  and  delivered  shall be reduced by the settlement  or  remediation
amount.  In  the  event  the CalTrans Action is  settled  or  the  property
remediated  for an amount that is more than $70,000, none of  the  Reserved
Shares  will  be  issuable. For purposes of this adjustment,  the  Reserved
Shares  shall be valued at an amount equal to the average Closing price  of
Buyer's  common stock over the immediately preceding ten (10) trading  days
prior to adjustment. The Closing price on any trading day shall be the last
reported  Closing bid quotation for such day of the stock on  the  National
Association  of Securities Dealers Automated Quotations System  ("NASDAQ").
All Purchase Price adjustments shall be applied pro rata to the Sellers  in
accordance with their percentage ownership set forth in Exhibit A hereto.

      2.5.  Registration Rights. Buyer agrees to provide Shareholders  with
registration  rights  covering  the Purchase  Price  Stock  pursuant  to  a
registration  rights  agreement  in the  form  of  Exhibit  C  hereto  (the
"Registration Rights Agreement").

3.   WARRANTIES OF SHAREHOLDERS

Shareholders,  jointly  and severally, warrant and represent  to  Buyer  as
follows:

      3.1.  Due Organization; Good Standing. Corporation is duly organized,
valid  and  existing, and in good standing under the laws of the  state  of
California,  has  all necessary corporate powers, licenses, authorizations,
and  permits to own its properties, and to conduct its businesses now owned
and operated by it, and is duly qualified to do intrastate business and  is
in  good  standing in those jurisdictions set forth on Schedule 3.1 hereto.
These  are  the only jurisdictions in which the nature of the Corporation's
business or of its properties makes such qualification necessary.

      3.2. Capitalization. The authorized Stock of the Corporation consists
of  five  thousand (5,000) shares of common stock, having a  par  value  of
$100.00  per  share, of which one thousand two hundred sixty seven  (1,267)
shares  (the Shares) are issued and outstanding. All the Shares are validly
issued, fully paid and not assessable, and such shares have been so  issued
in full compliance with all federal and state securities laws. There are no
outstanding   subscriptions,   options,   rights,   warrants,   convertible
securities,  or  other agreements or commitments obligating Corporation  to
issue  or  to  transfer from treasury any additional shares of its  capital
stock of any class.

      3.3.  Title to and Ownership of Shares. Shareholders are the  owners,
beneficially  and  of record, of all of the Shares free and  clear  of  all
liens,   encumbrances,  security  agreements,  equities,  options,  claims,
charges, and restrictions. Shareholders have the full power to transfer the
Shares  to  Buyer without obtaining the consent or approval  of  any  other
person or governmental authority.

      3.4. Subsidiaries and Investments. Corporation does not own, directly
or  indirectly, any interest or investment (whether equity or debt) in  any
corporation, partnership, business, trust, or other entity.

      3.5.  Financial  Statements. Schedule 3.5(i) hereto  sets  forth  the
balance sheets of the Corporation as of April 30, 1996, and April 30, 1997,
and  the related statements of income and retained earnings for the  fiscal
years  ending  on  those  dates,  audited by  Peat  Marwick,  Corporations'
independent  public  accountants, whose  opinions  with  respect  to  those
Financial Statements appear in that schedule. Schedule 3.5(ii) hereto  sets
forth  the  unaudited balance sheets of the Corporation as of February  28,
1998  together  with  related unaudited statements of income  and  retained
earnings  for  eleven month period ending on that date,  certified  by  the
individual Shareholders as accurately reflecting the financial condition of
the Corporation for those periods and accurately reflecting all information
normally reported to Corporations' independent public accountants  for  the
preparation of Corporation's Financial Statements. The Financial Statements
of  Schedules  3.5(i)  and  3.5(ii) as well as the  Closing  Balance  Sheet
(defined  herein)  are collectively referred to herein  as  the  "Financial
Statements". The Financial Statements have been prepared in accordance with
generally   accepted   accounting  principles  consistently   followed   by
Corporation throughout the periods indicated, and fairly present
<PAGE> 231

the  financial  position  of Corporation on the  respective  dates  of  the
balance sheets included in the Financial Statements, and the results of its
operations for the respective periods indicated.

      3.6. No Change in Financial Condition. Since February 28, 1998, there
has  not  been  any  change  in the financial condition  or  operations  of
Corporation, except changes in the ordinary course of business,  or  as  is
set forth in Schedule 3.6 hereto.

     3.7. Audited Closing Balance Sheet; Closing Date Stockholders' Equity.
As  soon as practicable after the Closing Date, Buyer shall cause Reuben E.
Price  &  Co., or another nationally recognized firm of independent  public
accountants, to audit the books and records of the Corporation as of  April
30,  1998  ("Closing Balance Sheet"). The Closing Balance Sheet  shall  (i)
present  fairly,  in  accordance  with  GAAP,  consistently  applied,   the
financial position of the Corporation as of the Closing Date, and (ii) make
adequate provisions for all reserves, liabilities and obligations (fixed or
contingent)  of the Corporation as of the Closing Date, to the extent  such
liabilities,  alone or in the aggregate, are required to  be  reflected  or
reserved  against  in  accordance  with GAAP,  consistently  applied.  Such
Closing  Balance Sheet shall be prepared and delivered not later than  June
30, 1998.

     3.8. No Liabilities. Corporation has no debt, liability, or obligation
of  any  nature,  whether accrued, absolute, contingent, or otherwise,  and
whether due or to become due, that is not reflected or reserved against  in
the  Corporation's balance sheet as of February 28, 1998, included  in  the
Financial  Statements or set forth in Schedule 3.8 hereto, except  for  (1)
those that may have been incurred after the date of that balance sheet  and
(2) those that are not required by generally accepted accounting principles
to  be included in a balance sheet. All debts, liabilities, and obligations
incurred  after that date were incurred in the ordinary course of  business
and are usual and normal in amount both individually and in the aggregate.

      3.9.  Taxes.  Within the times and in the manner prescribed  by  law,
Corporation has filed all federal, state and local tax returns required  by
law  and  have paid all taxes, assessments, and penalties due and  payable.
All  such  tax  returns  were true, correct and complete  in  all  material
respects.  The  provisions  for taxes reflected  in  Corporation's  Closing
Balance Sheet are adequate for federal, state, county, and local taxes  for
the  period  ending  on the date of that balance sheet and  for  all  prior
periods,  whether  disputed or undisputed. There are  no  present  disputes
about  taxes  of any nature payable by Corporation. Corporation  has  never
filed,  and will not file on or before the Closing Date, any consent  under
Internal  Revenue Code Section 341(f). Corporation has paid  or  deposited,
within  the  period  prescribed by law, all payroll taxes  that  relate  to
periods before the Closing Date.

      3.10.  Title. Except where Corporation uses any properties and assets
pursuant  to  contracts  and other agreements with  third  parties  in  the
ordinary course of its business, Corporation has good and marketable  title
to, or a valid leasehold interest in, all of its properties and assets (the
"Assets"),  including,  without limitation,  all  assets  and  property  of
Corporation reflected on its Closing Balance Sheet, referred to in  Section
3.5,  and all assets and property thereafter acquired by Corporation before
the Closing Date, except those assets disposed of in the ordinary course of
its  business.  All  such Assets are now and will  be  free  and  clear  of
restrictions on or conditions to transfer or assignment and free and  clear
of   mortgages,   liens,  pledges,  charges,  encumbrances,   equities   or
restrictions, except for (1) those disclosed in Corporation's balance sheet
as  of  February  28, 1998, or in Schedule 3.14 hereto;  (2)  the  lien  of
current taxes not yet due and payable; and (3) possible minor matters that,
in  the  aggregate,  are not substantial in amount and  do  not  materially
detract  from or interfere with the present or intended use of any  of  the
Assets or materially impair business operations.

      3.11. Real Property. Corporation owns no real property other than  as
set forth on Schedule 3.11. Schedule 3.11 lists all real property leased or
subleased  to Corporation (the "Premises") under terms of those leases  set
forth in Schedule 3.11 hereto, copies of which have been, or will prior  to
the  Closing Date be, disclosed to Buyer. Corporation is not in default  or
in  arrears in any material respect under any lease, except as is set forth
in  Schedule  3.11. All premises occupied by Corporation  and  all  of  the
tangible  personal  property  of  Corporation  that  is  necessary  to  the
operation of
<PAGE> 232

their  businesses is in good operating condition and repair, ordinary  wear
and  tear excepted. Corporation is in possession of all Premises leased  to
it  from  others.  Neither  Shareholders, nor  any  officer,  director,  or
employee of Corporation, nor any spouse, child, or other relative of any of
these persons, owns, or has any interest, directly or indirectly, in any of
the  property owned by or leased to Corporation or any copyrights, patents,
trademarks, tradenames, or trade secrets licensed by Corporation except  as
is  set  forth  on  Schedule 3.11. Corporation does  not  occupy  any  real
property in violation of any law, regulation or decree.

      3.12.   Absence of Specified Changes. Since February 28, 1998,  there
has  not been any of the foregoing, except as is set forth in Schedule 3.12
hereto:

         (a)  Transaction by Corporation, except in the ordinary course  of
business as conducted on that date;

         (b)  Capital  expenditure by Corporation  exceeding  ten  thousand
($10,000) dollars;

          (c)   Material   adverse  change  in  the  financial   condition,
liabilities, assets, business, or prospects of the Corporation;

        (d) Destruction, damage to, or loss of any asset of the Corporation
(whether or not covered by insurance) that materially and adversely affects
the financial condition, business, or prospects of the Corporation;

         (e)  Labor  trouble or other event or condition of  any  character
materially  and  adversely  affecting the  financial  condition,  business,
assets or prospects of the Corporation;

         (f) Change in accounting methods and practices, including, without
limitation, any change in depreciation or amortization policies or rates by
Corporation;

        (g) Revaluation by the Corporation of any of its assets;

         (h)  Declaration, setting aside, or payment of a dividend  or  any
other  distribution in respect of the capital stock of the Corporation,  or
any  direct  or  indirect  redemption, purchase  or  other  acquisition  by
Corporation of any of its shares of capital stock;

         (i)  Increase  in the salary or other compensation payable  or  to
become  payable  by the Corporation to any of its officers,  directors,  or
employees, or the declaration, payment, or commitment, or obligation of any
kind for the payment, by Corporation, of a bonus or other additional salary
or compensation to any such person;

         (j) Sale or transfer of any asset of the Corporation except in the
ordinary course of business;

         (k) Amendment or termination of any contract, agreement or license
to which Corporation is a party, except in the ordinary course of business;

         (l)  Loan  by Corporation to any person or entity, or guaranty  by
Corporation of any loan;

         (m)  Mortgage, pledge, or other encumbrance of any  asset  of  the
Corporation;

         (n) Waiver or release of any right or claim of Corporation, except
in the ordinary course of business;

         (o)  Other event or condition of any character that has, or  might
reasonably  have a material and adverse effect on the financial  condition,
business, assets or prospects of the Corporation;
<PAGE> 233

         (p)  Issuance or sale by Corporation of any shares of its  capital
stock of any class, or of any of its other securities; or

         (q) Agreement by Corporation to do any of the things described  in
the preceding clauses of this Section 3.12.

      3.13.   Agreement Will Not Cause Violation. Except as  set  forth  on
Schedule 3.13 hereto, the consummation of the transactions contemplated  by
this Agreement will not result in or constitute any of the following: (i) a
breach  of  any term or provision of this Agreement; (ii) a default  of  an
event  that,  with  notice or lapse of time or both, would  be  a  default,
breach,  or  violation  of  the  Articles of  Incorporation  or  bylaws  of
Corporation  or  any  lease, license, promissory  note,  conditional  sales
contract,  commitment,  indenture,  mortgage,  deed  of  trust   of   other
agreement, instrument, or arrangement to which Shareholders, Corporation or
any Subsidiary is a party or by which any of them or the property of any of
them is bound; (iii) an event that would permit any party to terminate  any
agreement  or  to  accelerate the maturity of  any  indebtedness  or  other
obligation of Corporation; or (iv) the creation or imposition of any  lien,
charge, or encumbrance on any of the properties of Corporation.  Except  as
set  forth  in  Schedule 3.13 hereto, neither Corporation nor  Shareholders
needs  to  give  any  notice  to,  make any  filing  with,  or  obtain  any
authorization,  consent,  or approval of any authority  in  order  for  the
parties to consummate the transactions contemplated by this Agreement.

      3.14.   Equipment, Furniture, etc. Schedule 3.14 hereto is a complete
and  accurate  schedule  describing and  specifying  the  location  of  all
equipment, furniture, supplies, and other tangible personal property  owned
by,  whether  in  possession  or  not  of,  the  Corporation,  or  used  by
Corporation  in  connection  with  its business.  The  property  listed  in
Schedule 3.14 constitutes all such tangible personal property necessary for
the  conduct by Corporation of its business now conducted. No such property
is  held under any lease, security agreement, conditional sales contact, or
other title, retention or security arrangement, or is located other than in
the possession of Corporation, except as disclosed in Schedule 3.14.

      3.15.  Books and Records. Corporation has disclosed to Buyer and made
available for Buyer's inspection, or will do so prior to Closing Date,  all
books,  records, files and other documents and information, whether  stored
by  document,  electronically  or otherwise, concerning  all  transactions,
constituting  the  business of Corporation, including, without  limitation,
records  of  all  debts, obligations and liabilities and  of  all  accounts
receivable held by Corporation.

     3.16.  Tradenames, Trademarks, etc. Schedule 3.16 hereto is a schedule
of  all  trade names, trademarks, service marks, and copy rights and  their
registrations,  owned  by Corporation or in which  it  has  any  rights  or
licenses,  together  with  a brief description  of  each.  Corporation  and
Shareholders  have no knowledge of any infringement or alleged infringement
by  others  of  any  tradename,  trademark,  service  mark,  or  copyright.
Corporation has not infringed, and is not now infringing on any  tradename,
trademark, service mark, or copy right belonging to any other person, firm,
or corporation. Except as set forth in Schedule 3.16, Corporation is not  a
party  to  any  license, agreement, or arrangement,  whether  as  licensor,
licensee,  or  franchisor, franchisee, or otherwise, with  respect  to  any
trademarks,  service marks, trade names, or applications for them,  or  any
copyrights. Corporation owns, or holds adequate licenses or other rights to
use,  all  trademarks, tradenames, service marks, and copy rights necessary
for  its  respective  businesses as now conducted by it (including  without
limitation those listed in Schedule 3.16), and that use does not, and  will
not, conflict with, infringe on, or otherwise violate any rights of others.
Corporation  has the right to sell or assign to Buyer all owned trademarks,
tradenames, service marks, and all such licenses and other rights.

     3.17.  Trade Secrets. Schedule 3.17 hereto is a complete list, without
extensive  or  revealing  descriptions,  of  Corporation's  trade  secrets,
including  all customer lists, processes, know how, computer  programs  and
routines,  and  other technical data. The specific location of  each  trade
secrets' documentation, including its complete description, specifications,
charts, procedures, and other material relating to it, is also set forth in
that schedule. Each trade secret's documentation is current, accurate,  and
sufficient  in detail and content to identify and explain it and  to  allow
its  full and proper use by Buyer without reliance on the special knowledge
or  memory  of others. Corporation is a sole owner of each of  these  trade
secrets, free and clear of any liens, encumbrances, restrictions, or  legal
or  equitable claims of others, except as specifically stated  in  Schedule
3.17. Corporation has taken all reasonable security measures to protect the
secrecy,  confidentiality, and value of these trade secrets; any  of  their
employees  and  other persons who, either alone or in concert  with  others
have  knowledge of or access to these secrets, or who have knowledge of  or
access  to  information relating to them, have been put on notice  and,  if
appropriate,   have  entered  into  agreements  that  these   secrets   are
proprietary  to the Corporation and are not to be divulged or misused.  All
these trade secrets are presently valid and protectable and are not part of
the  public  knowledge  or  literature; they  have  not,  to  Shareholder's
knowledge, been used, divulged, or appropriated for the benefit of any past
or present employees or other persons, or to the detriment of Corporation.

     3.18. [Reserved]

     3.19. Insurance Policies. Schedule 3.19 hereto is a description of all
insurance  policies  held  by  Corporation concerning  its  businesses  and
properties. All these policies are in their respective principal amounts as
set  forth  in Schedule 3.19. Corporation has maintained and now  maintains
(1)  insurance  on  all of its assets and businesses of a type  customarily
insured,  covering  property damage and loss of income  by  fire  or  other
casualty,  and  (2) adequate insurance protection against all  liabilities,
claims  and  risks against which it is customary to insure. Corporation  is
not  in  default  with respect to payment of premiums on any  such  policy.
Except  as set forth in Schedule 3.19, no claim is pending under  any  such
policy.

      3.20.   Burdensome Agreements. Corporation is not a party to, nor  is
the  Corporation  either bound by, any agreement not entered  into  in  the
ordinary  course of business, or any agreement that is unusual  in  nature,
duration, or amount (except the agreements listed in Schedule 3.20,  copies
of  which have been furnished to or made available to Buyer.) There  is  no
default  or  event  that,  with notice, a lapse of  time,  or  both,  would
constitute  a default by any party to any of these agreements.  Corporation
has  not  received notice that any party to any of these agreements intends
to  cancel  or  terminate any of these agreements or  to  exercise  or  not
exercise  any options under any of these agreements. Corporation is  not  a
party  to, nor is the property of Corporation bound by, any agreement  that
is  materially adverse to the businesses, properties or financial condition
of Corporation.

     3.21. Compliance with Laws. Corporation has not received notice of any
violation  of  any  applicable federal, state or  local  statute,  law,  or
regulation   (including  any  applicable  building,  zoning,  environmental
protection, or other law, ordinance or regulation) affecting its properties
or  the  operation  of its business; and to the best of  the  knowledge  of
Shareholders and Corporation there are no such violations.

      3.22.  Litigation. Except as set forth in Schedule 3.22, there is  no
pending,  or,  to  the  best  knowledge of  Shareholders  and  Corporation,
threatened, suit, action, arbitration, or legal, administrative,  or  other
proceeding  or governmental investigation against or affecting Corporation,
or  any of its businesses, assets or financial conditions. The matters  set
forth  in  Schedule  3.22, if decided adversely to  Corporation,  will  not
result  in  a material adverse change in the business, assets, or financial
condition of Corporation, except as is set forth in Schedule 3.22  attached
hereto.  Shareholders have furnished or made available to Buyer  copies  of
all  relevant court papers and other documents relating to the matters  set
forth  in Schedule 3.22. Corporation is not in default with respect to  any
order,  writ, injunction, or decree of any federal, state, local or foreign
court,  department,  agency, or instrumentality. Except  as  set  forth  in
Schedule  3.22, neither Corporation nor Shareholders are presently  engaged
in  any  legal  action  to  recover money due to any  of  them  or  damages
sustained by any of them.

      3.23.  Agreement Will Not Cause Breach or Violation. The consummation
of  the transactions contemplated by this Agreement will not result  in  or
constitute any of the following:

        (a) a breach of any term or provision of this Agreement;
<PAGE> 235

         (b)  a  default or an event that, with notice, lapse of  time,  or
both,  would  be  a  default,  breach, or  violation  of  the  articles  of
incorporation  or  bylaws of Corporation or any lease, license,  promissory
note, conditional sales contract, commitment, indenture, mortgage, deed  of
trust,  or  other  agreement,  instrument,  or  arrangement  to  which  any
Shareholder  or  Corporation is a party or by which  any  of  them  or  the
property of any of them is bound;

        (c) an event that would permit any party to terminate any agreement
or  to  accelerate the maturity of any indebtedness or other obligation  of
Corporation; or

         (d) the creation or imposition of lien, charge, or encumbrance  on
any of the properties of Corporation.

      3.24.   Power  of Shareholders. Shareholders have the rights,  power,
legal  capacity  and authority to enter into and perform  their  respective
obligations  under  this  Agreement; and no approvals  or  consent  of  any
persons other than Shareholders are necessary in connection with it,  other
than as may be listed on Schedule 3.13, and which have been obtained by the
Closing  Date.  This Agreement is, and as of the Closing  Date,  the  other
agreements   will  be,  the  legal,  valid  and  binding   obligations   of
Shareholders enforceable in accordance with their respective terms.

       3.25.     Authority   to   Execute  and  Perform   Agreements;   Due
Authorization;   Enforceability.  Corporation  has  all  requisite   power,
authority  and approvals required to enter into, execute and  deliver  this
Agreement,  and all other agreements executed and delivered  in  connection
herewith,  and  to perform fully its obligations hereunder and  thereunder.
The execution and delivery of this Agreement by Corporation shall have been
duly  authorized by all necessary corporate action. This Agreement is,  and
as  of the Closing Date, the other agreements will be, the legal, valid and
binding  obligations  of Corporation enforceable in accordance  with  their
respective terms

     3.26.  Corporate Records. Shareholders have furnished to Buyer for its
examination:  (1)  copies of the articles of incorporation  and  bylaws  of
Corporation;  (2)  the minute books of Corporation containing  all  records
required  to  be  set  forth  of all proceedings,  consents,  actions,  and
meetings  of  the Shareholders and boards of directors of Corporation;  (3)
all  permits, orders, and consents issued by any governmental authority  of
the  State  of  California regarding the Corporation, or  any  security  of
either  of  them,  and  all  applications for  such  permits,  orders,  and
consents; and (4) the stock transfer books of Corporation setting forth all
transfers of any capital stock.

      3.27.  Officers, Directors, Employees and Agents. Schedule 3.27 is  a
list of the names and addresses of all officers, directors, employees,  and
agents  of Corporation stating the rates of compensation payable  to  each,
and their dates of hiring.

      3.28.   Employment  Agreements.  Schedule  3.28  is  a  list  of  all
Corporation's   material   employment  contracts;   collective   bargaining
agreements;  and  pension, bonus, profit sharing,  stock  option  or  other
agreements providing for employee remuneration or benefits. To the best  of
Shareholders' knowledge, Corporation is not in default under any  of  these
agreements.  There  have  been  no claims of  defaults,  and  to  the  best
knowledge  of Corporation or Shareholders, there are no facts or conditions
that  if  continued,  or on notice, will result in a  default  under  these
contracts  or  arrangements. There is no pending or,  to  Corporation's  or
Shareholders' knowledge, threatened labor dispute, strike, or work stoppage
affecting  Corporation's  business.  Corporation  has  complied  with   all
applicable  laws  for  each  of their respective  employee  benefit  plans,
including the provisions of the Employee Retirement Income Security Act  of
1974  (ERISA)  if and to the extent applicable. There are no threatened  or
pending claims by or on behalf of any such benefit plan, by or on behalf of
any  employee covered under any such plan, or otherwise involving any  such
benefit  plan, that allege a breach of fiduciary duties or in violation  of
other  applicable  state  or federal laws; nor is there,  to  Shareholders'
knowledge,  any basis for such a claim. Except as is set forth in  Schedule
3.28,   Corporation   has  not  entered  into  any  deferred   compensation
arrangement  or  any severance or similar arrangement with any  present  or
former employee that will result in any obligation, absolute or contingent,
of  Buyer  or  Corporation, to make any payment to any  present  or  former
employee  following  termination of employment. Schedule  3.28  contains  a
complete list of all employee welfare benefit
<PAGE> 236

plans,  pension  plans,  deferred or incentive  compensation  plans,  bonus
plans, stock option plans, employee stock purchase plans, retirement plans,
health  plans,  insurance  plans, travel allowance  plans,  profit  sharing
plans,  and  any other employee benefit or fringe benefit plan,  agreement,
arrangement,  or  commitment,  other  than  normal  payroll  practices  and
policies  concerning  holidays, vacations, and salary  continuation  during
short  absences  for illness or other reasons, maintained  by  Corporation.
True  and  complete  copies  of all documents  relating  to  each  plan  or
arrangement  described  in  Schedule  3.28  have  been  made  available  by
Corporation to Buyer for Buyer's review, or will be so made available prior
to the Closing Date.

      3.29.  Powers of Attorney; Bank Accounts. Schedule 3.29 hereto lists:
(1)  the names and addresses of all persons holding a power of attorney  on
behalf  of  Corporation and (2) the names, and addresses of  all  banks  or
other  financial institutions in which Corporation has an account, deposit,
or  safe deposit box, with the account numbers and the names of all  person
authorized to draw on these accounts or deposits or to have access to these
boxes.

      3.30. Environmental Matters. As of the date of this Agreement and the
Closing  Date,  Corporation is not, and will not be, in  violation  of  any
federal, state or local law, ordinance or regulation relating to industrial
hygiene,  soil, water, or environmental conditions on, under or  about  any
premises occupied or used by Corporation during the period that Corporation
has  occupied any such property, there has been no use, presence, disposal,
storage,  generation, release, or threatened release (as  those  terms  are
used in the Environmental Laws, and hereinafter collectively referred to as
"Use")  of  Hazardous Materials on, from or under such premises, except  as
previously  disclosed by Corporation or Shareholders to Buyer  in  writing.
Shareholders have no knowledge of any use of Hazardous Materials  on,  from
or  under  such  premises which may have occurred prior to the  Corporation
taking possession of such premises, except as previously disclosed to Buyer
in  writing. During the period that Corporation has occupied such premises,
there  has  been no enforcement action or litigation brought or  threatened
against  the Corporation, nor any settlements reached by or with any  party
or  parties alleging the Use of Hazardous Materials on, from or under  such
premises, except as previously disclosed to Buyer in writing. For  purposes
hereof,  "Environmental  Laws," shall mean the Comprehensive  Environmental
Response, Compensation and Liability Act of 1980, 42 U.S.C. 1901  et  seq.;
the  Hazardous Materials Transportation Act, 39 U.S.C. 1801  et  seq.;  the
Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq.; the Federal
Clean  Water Act, 33 U.S.C. 1251 et seq.; and any other federal,  state  or
local law, statute, code, regulation, ordinance or other mode of governance
concerning  Hazardous Materials. "Hazardous Materials" shall mean  any  and
all  flammable, explosive, asbestos, radioactive material, hazardous waste,
toxic  substance  or related material, including but not limited  to  those
materials  and  substances  defined as "hazardous  substances",  "hazardous
materials",  "hazardous waste" or "toxic substance"  in  the  Environmental
Laws.


      3.31. No Defaults. Corporation is not in default under any agreement,
lease,  indenture, mortgage, deed of trust or instrument to which it  is  a
party  or  by  which  it may be bound or subject, concerning  any  premises
occupied or in the possession of Corporation, or to which Corporation holds
any rights to any interest or use.

     3.32.  Full Disclosure. None of the warranties or representations made
by  Shareholders herein, or made in any certificate or memorandum furnished
or  to  be furnished by any of them or on their behalf in relation to  this
transaction,  contains or will contain any untrue statement of  a  material
fact,  or omits to state any material fact necessary to make the statements
made.

4. BUYER'S REPRESENTATIONS AND WARRANTIES

     4.1. Buyer represents and warrants that:

      (a)  Buyer  is  a corporation duly organized, existing  and  in  good
standing  under  the  laws  of  the State of Delaware.  The  execution  and
delivery  of  this  Agreement and the consummation of this  transaction  by
Buyer have been duly
<PAGE> 237

authorized, and no further corporate authorization is necessary on the part
of Buyer.

      (b)  Buyer need make or obtain no consent, approval, or authorization
of,  or  declaration, filing, or registration with, any  federal  or  state
governmental  or  regulatory authority in connection  with  the  execution,
delivery  and  performance of this Agreement and the  consummation  of  the
transactions contemplated by this Agreement.

      (c)  At  the Closing, Buyer knows of no event, liability or  material
change  in  Buyer's business or its prospects that would have a  materially
adverse affect on the trading price of Buyer's stock.

      (d)  Buyer is acquiring the Shares hereunder for its own account  for
investment  purposes only and not with a view to, or resale  in  connection
with  any  public  distribution thereof or with any  present  intention  of
selling, distributing or otherwise disposing the Shares.

5. SHAREHOLDER'S OBLIGATIONS BEFORE CLOSING

     5.1. Shareholders covenant that, from the date of this Agreement until
the Closing:

         (a)  Buyer  and its counsel, accountants and other representatives
will  have  full  access during normal business hours  to  all  properties,
books,  accounts,  records,  contracts and  documents  of  or  relating  to
Corporation.  Shareholders and Corporation will  furnish  or  cause  to  be
furnished  to  Buyer  and  its representatives  all  data  and  information
concerning the business, finances, and properties of Corporation  that  may
reasonably be requested.

         (b)  Corporation  will  carry  on its  businesses  and  activities
diligently  and  in substantially the same manner as they  previously  have
been  carried  out and will not institute any unusual or  novel  method  of
operation, business practice, management, accounting or operation that vary
materially  from those methods used by Corporation as of the date  of  this
Agreement.

         (c)  Corporation  will use its best efforts,  without  making  any
commitments  on  behalf  of  Buyer,  to preserve  its  respective  business
organizations  in  tact;  to  keep available  to  Corporation  its  present
officers  and  employees;  and to preserve its present  relationships  with
lenders,   investors,  brokers,  customers,  and  others  having   business
relationships with it.

         (d)  Corporation will not: (1) amend its articles of incorporation
or  bylaws; (2) issue any shares of its capital stock; (3) issue or  create
any  warrants, obligations, subscriptions, options, convertible securities,
or other commitments under which any additional shares of its capital stock
of  any  class  might  be  directly or indirectly  authorized,  issued,  or
transferred from treasury; or (4) agree to do any of the acts listed above.

         (e)  Corporation  will continue to carry its  existing  insurance,
subject  to  variations and amounts required by the ordinary operations  of
its  businesses. At the request of Buyer and at Buyer's sole  expense,  the
amount of insurance against fire and other casualties that, at the date  of
this  Agreement, Corporation carries on any of its properties or in respect
of  its  operations will be increased by the amount or amounts  Buyer  will
specify.

         (f)  Corporation  will  not  agree to:  (1)  make  any  change  in
compensation  payable or to become payable by it to any officer,  employee,
sales agent, or representative; (2) make any change in benefits payable  to
any  officer, employee, sales agent, or representative under any  bonus  or
pension  plan or other contract or commitment; or (3) modify any collective
bargaining agreement to which it is a party or by which it may be bound.

         (g) Corporation will not agree to do, without Buyer's consent, any
of  the  following: (1) enter into any contract, commitment or  transaction
not in the usual and ordinary course of its business; (2) make any capital
<PAGE> 238

expenditures  in  excess of $5,000 for any single item or  enter  into  any
lease  of  capital equipment or real or personal property under  which  the
annual  lease charge is in excess of $5,000; or (3) sell or dispose of  any
capital asset with a net book value exceeding $5,000.

         (h)  Corporation  will not: (1) declare, set  aside,  or  pay  any
dividend  or  make  any distribution in respect of its capital  stock;  (2)
directly or indirectly purchase, redeem or otherwise acquire any shares  of
its capital stock; (3) enter into any agreement obligating it to do any  of
the foregoing prohibited acts.

         (i)  Corporation  will  not, or will not agree  to:  (1)  pay  any
obligation  or  liability,  fixed  or  contingent,  other  than  a  current
liability;  (2)  waive  or compromise any right or claim;  or  (3)  cancel,
without  full  payment,  any  note,  loan,  or  other  obligation  owed  to
Corporation.

         (j)  Corporation  will not, or will not agree to,  modify,  amend,
cancel or terminate any of its existing contracts or agreements, except  in
the ordinary course of business.

6. CONSENTS OF OTHERS

As  soon as reasonably practicable after the execution and delivery of this
Agreement,  and  in  any event on or before the Closing Date,  Shareholders
will  obtain the written consent of the persons described in Schedule  3.13
to  this  Agreement  and will furnish to Buyer an executed  copy  of  those
consents.  Buyer will exercise its best efforts, and promptly  execute  and
deliver  any documents and instruments that may be reasonably required,  to
assist  Shareholders  in obtaining such consents; provided,  however,  that
Buyer  will  not  be obligated under the Section to execute any  guarantee,
assumption  of liability, or other document or instrument requiring  it  to
assume obligations not contemplated by this Agreement.

7. REPRSENTATIONS AND WARRANTIES TRUE AT CLOSING

All  representations and warranties of Shareholders and the Corporation set
forth in this Agreement and in any written statements delivered to Buyer by
Shareholders  under  this Agreement will also be true and  correct  on  the
Closing Date as if made on that date.

8.   BUYER CONFIDENTIALITY

Whether  or  not the Closing takes place, Shareholders waive any  cause  of
action,  right,  or  claim  arising out of  the  access  of  Buyer  or  its
representatives  to  any  trade  secrets  or  other  confidential  business
information  of  Corporation  from the date of  this  Agreement  until  the
Closing Date, except for the intentional competitive misuse by Buyer or its
representatives  of  such  trade  secrets or  their  confidential  business
information  if the Closing does not take place. Buyer agrees that,  unless
and  until  the  Closing  has been consummated,  Buyer  and  its  officers,
directors  and  other representatives will hold in strict  confidence,  and
will not use to the detriment of Shareholders or Corporation, all data  and
information  about the business of Corporation obtained in connection  with
the transaction or agreement, except as far as the data and information may
be required by law to be disclosed to its shareholders or other parties. If
the  transactions contemplated by this Agreement are not consummated, Buyer
will  return  to  Shareholders  all that  data  and  the  information  that
Shareholders  may reasonably request, including documents  prepared  by  or
made available to Buyer in connection with this transaction.

9. CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE

The  obligations of Buyer to purchase the Shares under this  Agreement  are
subject  to  the satisfaction, at or before Closing, of all the  conditions
set  forth below in this Section 9. Buyer may specifically waive in writing
any  or  all of these conditions in whole or in part without prior  notice;
provided, however, that no such waiver of a condition will constitute
<PAGE> 239

a  waiver  by Buyer of any of its other rights or remedies, at  law  or  in
equity,  if  Shareholders or Corporation are in default  of  any  of  their
representations, warranties, or covenants under this Agreement.

     (a) Except as otherwise permitted by this Agreement, all warranties by
each  of  the  Shareholders in this Agreement, or in any written  statement
that  will be delivered to Buyer by any of them under this Agreement,  must
be true in all material respects on the Closing Date as though made at that
time.

      (b)  Shareholders must have performed, satisfied and complied in  all
material  respects with all covenants, agreements, and conditions  required
by this Agreement to be performed or complied
with by them, or any of them, by the Closing Date.

      (c)  During  the period from February 28, 1998 to the  Closing  Date,
there  shall  not  have been any material adverse change in  the  financial
condition or the results of operations of Corporation, and Corporation will
not  have  sustained any insured or uninsured loss or damage to its  assets
that  materially  affects its ability to conduct a  material  part  of  its
business, except as is set forth in Schedule 3.12 attached hereto.

      (d)  Buyer will have received a certificate in the form of Exhibit  G
hereto, dated the Closing Date, signed and verified by Shareholders and  by
Corporation's  president  and its chief financial officer,  certifying,  in
such  detail as Buyer and its counsel may reasonably request, that  to  the
best of their knowledge the conditions specified in Sections 3, 5 and 9  of
this Agreement have been fulfilled.

      (e)  Buyer  will have received from Shareholders' counsel an  opinion
dated the Closing Date in form and substance satisfactory to Buyer and  its
counsel and attached hereto as Exhibit H, that:

         (i)  Corporation  is  a  corporation  duly  incorporated,  validly
existing,  and in good standing under the laws of the State of  California,
and  has  all necessary corporate power to own its properties as now  owned
and operate its business as now operated.

         (ii)  Corporation  is  duly qualified or  licensed  as  a  foreign
corporation in good standing in each jurisdiction where the nature  of  its
activities or of its properties owned or leased makes such qualification or
licensing necessary and failure to be so qualified or licensed would have a
material adverse impact on its business.

        (iii)  The authorized capital stock of Corporation consists of five
thousand  (5,000) shares of capital stock of $100.00 par value,  of  which,
one  thousand  two  hundred  sixty seven  (1,267)  shares  are  issued  and
outstanding. All outstanding shares are validly issued, fully paid, and non-
assessable.  That there are no outstanding subscriptions, options,  rights,
warrants,  convertible  securities,  or  other  agreements  or  commitments
obligating  Corporation to issue or transfer from treasury  any  additional
shares of its stock of any class.

         (iv) This Agreement has been duly and validly authorized and, when
executed  and  delivered  by  Shareholders, will  be  valid,  binding,  and
enforceable  against each of them in accordance with its terms,  except  as
limited  by  bankruptcy and insolvency laws and other  laws  and  equitable
principles affecting the rights of creditors generally.

         (v)  That  Shareholders are the record owners of one thousand  two
hundred  sixty  seven  (1,267) shares of stock of  the  Corporation,  which
comprise all of the Corporation's issued and outstanding shares at Closing.
On the transfer and delivery of the Shares to Buyer in accordance with this
Agreement, Buyer will acquire the rights and the Shares free of any adverse
claim,  so long as Buyer is a purchaser for value in good faith and without
notice of any adverse claim.
<PAGE> 240
         (vi)  Neither  execution or delivery of  this  Agreement  nor  the
consummation  of  the  transaction  contemplated  in  this  Agreement  will
constitute  (a)  a  default or an event that would, with notice,  lapse  of
time,  or  both-constitute  a default under, or  violation  or  breach  of,
Corporation's  articles  of incorporation or bylaws,  or  to  the  best  of
counsel's  knowledge,  any indenture, license, lease, franchise,  mortgage,
instrument,  or  other  agreement  to which  any  of  the  Shareholders  or
Corporation  is  a party or by which they or the properties of  Corporation
may  be bound; or (b) an event that would permit any party to any agreement
or   instrument  to  terminate  it  or  accelerate  the  maturity  of   any
indebtedness or other obligation of Corporation; or (c) an event that would
result in the creation or imposition of any lien, charge, or encumbrance on
any asset of Corporation.

         (vii)  Except as set forth in Schedule 3.22 to this Agreement,  to
the best of counsel's knowledge, there is no suit, action, arbitration,  or
legal,  administrative  or  other proceeding or governmental  investigation
pending  or  threatened against or affecting Corporation,  or  any  of  its
businesses or properties or financial or other condition.

       (f)  No  action,  suit,  or  proceeding  before  any  court  or  any
governmental  body or authority, pertaining to the transaction contemplated
by  this  Agreement  or to its consummation, will have been  instituted  or
threatened on or before the Closing Date.

      (g)  Buyer  will  have  received from Corporation's  chief  financial
officer a letter in the form of Exhibit I hereto, which shall be joined  in
and  signed by Shareholders, dated at the Closing Date, stating that on the
basis   of  a  review  of  the  latest  available  accounting  records   of
Corporation,  consultations with other responsible officers of  Corporation
and  with Shareholders, and any other pertinent inquiries that he may  deem
necessary, he has no knowledge or reason to suspect that during the  period
from  February 28, 1998 to a specified date not more than five (5) business
days  before  the  Closing  Date, there was any  change  in  the  financial
conditions or results of operations of Corporation, except changes incurred
in the ordinary and usual course of their respective businesses during that
period  that  in the aggregate are not materially adverse,  and  any  other
changes  or transactions contemplated by this Agreement, except as  is  set
forth  in  Schedule 3.12 to this Agreement. For purposes  of  that  letter,
"materially adverse" will be deemed to be an increase in liabilities  equal
to or greater than Fifty Thousand Dollars ($50,000) without a corresponding
increase in assets, or a reduction in monthly operating revenue during that
period of Fifty Thousand Dollars ($50,000) or more.

      (h) The execution and delivery of this Agreement by Corporation,  and
the  performance of its covenants and obligations under it, will have  been
duly  authorized  by all necessary corporate action, and  Buyer  will  have
received  copies  of  all  resolutions pertaining  to  that  authorization,
certified by the secretary of Corporation.

      (i)  Buyer will have received corporation tax clearance certificates,
as  of  a  date  no more than 10 days before the Closing     Date,  of  the
California Franchise Tax Board for Corporation.

      (j)  Borrower  will have received a certificate of release  from  the
California Employment Development Department stating that, as of a date not
more  than  10 days before the Closing Date, no contributions, interest  or
penalties   are   due  to  the  Employment  Development   Department   from
Corporation.

      (k)  All  necessary  agreements and consents of any  parties  to  the
consummation  of  the  transactions  contemplated  by  this  Agreement,  or
otherwise pertaining to the matters covered by it, will have been  obtained
by Shareholders or Corporation and delivered to Buyer.

      (l) Employment agreements with each of the Shareholders, in the forms
set forth in Exhibit D, dated the Closing Date, will have been executed and
delivered by Shareholders to Buyer.

     (m) The form and substance of all certificates, instruments, opinions,
and other documents delivered by Shareholders to Buyer under this Agreement
will be satisfactory in all reasonable respects to Buyer and its counsel.
<PAGE> 241

      (n)  Shareholders will have delivered to Buyer, except  as  otherwise
requested  by  Buyer, the written resignations of all of the  officers  and
directors  of Corporation and will cause any other action to be taken  with
respect to these resignations that Buyer may reasonably request.

      (o)  Buyer will have received from Shareholders an investment  letter
agreement substantially in the form set forth in Exhibit E hereto.

10. CONDITIONS PRECEDENT TO SHAREHOLDERS' PERFORMANCE

The  obligations of Shareholders to sell and transfer the Shares under this
Agreement are subject to the satisfaction, at or before the Closing, of all
the  following  conditions. Shareholders may waive  any  or  all  of  these
conditions  in  whole or in part without prior notice,  provided,  however,
that no such waiver of a condition will constitute a waiver by Shareholders
of any their other rights or remedies, at law or in equity, if Buyer should
be  in default of any of its representations, warranties or covenants under
this Agreement.

      (a)  All  warranties by Buyer contained in this Agreement or  in  any
written  statement delivered by Buyer under this Agreement must be true  in
all  material  respects  on  and as of the  Closing  Date  as  though  such
representations and warranties were made on and as of that date.

      (b)  Buyer  must have performed and complied with all  covenants  and
agreements  and  satisfied  all conditions that  it  is  required  by  this
Agreement to perform, comply with, or satisfy before or at the Closing.

      (c)  The  board  of directors of Buyer will have duly authorized  and
approved  the  execution and delivery of this Agreement and  all  corporate
action  necessary or proper to fulfill Buyer's obligations to be  performed
under this Agreement on or before the Closing Date.

11. THE CLOSING

      (a)  The  transfer  of  the  Shares by  Shareholders  to  Buyer  (the
"Closing")  will take place at the offices of Buyer located at 3021  Citrus
Circle, Suite 150, Walnut Creek, California 94598 at 10:00 a.m. local time,
on  that  day when all of the conditions set forth in Section 9  have  been
satisfied or waived, but not later than June 1, 1998, or at such other time
and place as the parties may agree to in writing (the "Closing Date").

      (b) At the Closing, Shareholders shall deliver to Buyer the following
instruments,  in form and substance satisfactory to Buyer and its  counsel,
against delivery of the items specified in Section 12: (1) a certificate or
certificates   representing  the  Shares,  registered  in   the   name   of
Shareholders, duly endorsed by Shareholders for transfer or accompanied  by
an  assignment of the Shares duly executed by Shareholders, with signatures
guaranteed by a member of the New York Stock Exchange or by a bank or trust
company,  and with all required document and stock transfer stamps  affixed
or  accompanied  by Shareholders' personal checks for the amount  of  these
stamps.  On  submission of that certificate or certificates to  Corporation
for  transfer,  Corporation will issue to Buyer a certificate  representing
the  Shares,  registered in the Buyer's name; (2) the  stock  books,  stock
ledgers,  minute  books  and corporate seal of  the  Corporation;  (3)  the
opinion  of  counsel  as  provided  in  Section  9(e);  (4)  a  report   of
Corporation's independent public accountants or chief financial officer, as
provided  for in Section 9(g), dated as of the Closing Date; (5) except  as
otherwise  specified  by  Buyer, the written resignations  of  all  of  the
officers  and  directors of Corporation; (6) employment agreements  between
Shareholders and Corporation dated the Closing Date, in the form set  forth
in  Exhibit  C, executed by Shareholders and Corporation; (7) a certificate
executed  by  Shareholders, dated the Closing Date, certifying  that  their
respective  representations and warranties in this Agreement are  true  and
correct on the Closing Date, as though each representation and warranty had
been  made  on  that date; (8) a general release in the form set  forth  in
Exhibit F, in favor of Corporation,
<PAGE> 242

executed  by  Shareholders, dated the Closing Date; and (9)  a  Pledge  and
Security  Agreement, dated the Closing Date, between the  Shareholders  and
Corporation, in the form set forth in Exhibit B.

12. BUYER'S OBLIGATIONS AT CLOSING

     At the Closing, Buyer shall deliver to Shareholders the following:

      (a)  Certified resolutions of Buyer's board of directors, authorizing
the  execution and performance of this Agreement and all action to be taken
by Buyer under this Agreement and

      (b)  A  certificate  executed by its president  certifying  that  all
Buyer's representations and warranties under this Agreement are true as  of
the  Closing  Date, as though each of those representations and  warranties
had been made on that date.

      (c)  An  irrevocable proxy to vote the Shares for all purposes  until
such time as all state licensing requirements applicable to the conduct  of
the  Corporation's business as contemplated by the Buyer have been complied
with by the parties hereto.

13. SHAREHOLDERS INDEMNITY

      13.1.  Shareholders will indemnify, defend, and hold harmless  Buyer,
its  officers,  directors, shareholders, employees, attorneys,  agents  and
representatives,  against  and in respect of all claims,  demands,  losses,
costs,   expenses,  obligations,  liabilities,  damages,  recoveries,   and
deficiencies,  including  interest, penalties,  and  reasonable  attorneys'
fees, that they may incur or suffer, which arise, result from or relate  to
any   breach  of,  or  failure  by  Corporation  to  perform,  any  of  its
representations, warranties, covenants or agreements in this  Agreement  or
in any schedule, certificates, exhibit, or other instrument furnished or to
be furnished by Shareholders or Corporation under this Agreement.

      13.2.  Jones  v. MICAL Litigation. In addition to the indemnification
provided for in Section 13.1, from and after the Closing Date, the  Sellers
shall jointly and severally indemnify, defend, save and hold harmless Buyer
and  any and all of Buyer's Affiliates from and against any and all  Losses
incurred  or  sustained  by Buyer or any of Buyer's  Affiliates,  up  to  a
maximum  amount set forth herein, which shall arise out of or  result  from
that  certain  action  filed in the United States District  Court  for  the
Middle  District of Georgia entitled Jones v. MICAL Mortgage, Inc. and  all
matters  relating  thereto. The maximum amount that Shareholders  shall  be
obligated  to indemnify Sellers under this Section 13.2 shall be  the  cash
equivalent  value of 100,000 shares of Buyer's common stock  as  valued  in
this  Section  13.2.  For purposes of this indemnification  provision,  the
Buyer's  common  shares shall be valued at an amount equal to  the  average
Closing  price  of Buyer's common stock over the immediately preceding  ten
(10)  trading  days  prior to indemnification. The  Closing  price  on  any
trading  day shall be the last reported Closing bid quotation for such  day
of  the  stock on the National Association of Securities Dealers  Automated
Quotations  System  ("NASDAQ"). All amounts indemnified  pursuant  to  this
Section  13.2  shall be applied pro rata to the Sellers in accordance  with
their  percentage ownership set forth in Exhibit A hereto. As security  for
Shareholders' indemnity under this Section 13.2, Shareholders shall deliver
to Buyer at Closing a Pledge and Security Agreement providing for the grant
by  Shareholders to Buyer of a first position security interest in  100,000
shares  of Buyer's common stock delivered to Shareholders pursuant to  this
Agreement, all on the terms and in the form set forth in Exhibit 13.

14. BUYER'S INDEMNITY

Buyer will indemnify and hold harmless Shareholders against, and in respect
of,  claims, losses, expenses, costs, obligations, and liabilities they may
incur  by  reason  of Buyer's breach of or failure to perform  any  of  its
warranties, guaranties, commitments, or covenants in this Agreement.
<PAGE> 243

15. TERMINATION

This Agreement may be terminated prior to the Closing Date as follows:

      15.1.   By Shareholders (acting unanimously) or Buyer, if the Closing
has  not  taken  place before June 1, 1998; provided,  however,  that  such
termination will not relieve any party from any liability if such party, as
of  the  termination  date, is in breach of any of the provisions  of  this
Agreement; and provided, further, that if the delay is caused by the act or
omission  of  a  particular party, such party will not have  the  right  to
terminate hereunder; or

      15.2.   By  Buyer, if on the Closing Date any of the  conditions  set
forth in Section 9 have not been satisfied or waived by Buyer; or

      15.3.   By Shareholders (acting unanimously), if on the Closing  Date
any  of  the conditions set forth in Section 10 have not been satisfied  or
waived by Shareholders; or

      15.4.  By mutual agreement of Buyer and Shareholders evidenced  by  a
writing executed by all parties.

16. PUBLICITY

All  notices  to  third  parties  and all other  publicity  concerning  the
transactions  contemplated by this Agreement will be  jointly  planned  and
coordinated  by  and  between Buyer and Shareholders.  No  party  will  act
unilaterally  in  this  regard without the prior written  approval  of  the
other; however, this approval will not be unreasonably withheld.

17. COSTS

      17.1.  Except as set forth in Section 17.2, each party represents and
warrants that it has dealt with no broker or finder in connection with  any
transaction  contemplated by this Agreement, and, as far as  it  knows,  no
broker  or  other person is entitled to any commission or finder's  fee  in
connection  with  any of these transactions. Shareholders  and  Buyer  will
indemnify  and  hold  one  another harmless against  any  loss,  liability,
damage,  costs,  claim,  or expense incurred by reason  of  any  brokerage,
commission  or  finder's  fee alleged to be payable  because  of  any  act,
omission or statement of the indemnifying party.

      17.2.  Shareholders and Corporation have identified United Financial,
Inc. ("UFI") as the only party entitled to receive an agency, brokerage  or
finders   fee  in  connection  with  this  transaction.  Buyer  agrees   to
accommodate payment of a broker's fee to UFI by delivering to UFI,  on  the
Closing  Date, a number of shares of Buyer's stock equal in  value  to  six
percent  (6%) of the value of the shares delivered to Shareholders  on  the
Closing  Date; and shall deliver to UFI, on the Delivery Date, that  number
of shares of Buyer's common stock equal in value to six percent (6%) of the
value of Buyer's stock delivered to Shareholders on the Delivery Date,  all
such  shares being valued as of the average Closing price of Buyer's common
stock  on the Closing Date, as described in Section 2. Except as set  forth
in  this  Section 17.2, Buyer shall have no responsibility with respect  to
the  payment of agency, brokerage or finder's fees payable to any party  in
connection with this transaction.

      17.3.  Each party will pay all costs and expenses incurred or  to  be
incurred  by it in negotiating and preparing this Agreement and in  Closing
and carrying out the transactions contemplated by this Agreement.

18. ASSIGNMENT

This  Agreement will be binding on, and will inure to the benefit  of,  the
parties   to   it   and  their  respective  heirs,  legal  representatives,
successors, and assigns; provided, however, the Buyer may not assign any of
its rights under this
<PAGE> 244

Agreement,  except to a wholly owned subsidiary corporation  of  Buyer  and
that  Shareholders shall not be entitled to assign any of their  rights  or
obligations  under  this  Agreement, jointly or  severally,  without  prior
written  consent  of Buyer, which consent may be withheld in  Buyer's  sole
discretion.

19. ARBITRATION

Any controversy or claim arising out of, or relating to, this Agreement, or
the making, or performance, or interpretation of    it, will be settled  by
arbitration  in San Francisco, California, under the commercial arbitration
rules  of  the American Arbitration Association then existing, and judgment
on  the  arbitration award may be entered in any court having  jurisdiction
over  the  subject matter of the controversy. Arbitrators will  be  persons
experienced in negotiating, making and consummating acquisition agreements.
Absent fraud, collusion or willful misconduct by the arbitrator, the  award
shall  be  final.  In making the decision and award, the  arbitrator  shall
apply   applicable  substantive  law.  If  a  court,  applying   applicable
substantive  law,  would  be  authorized to  award  punitive  or  exemplary
damages,  then the arbitrator shall have the same power, but the arbitrator
shall   not  otherwise  award  punitive  or  exemplary  damages.  Questions
regarding whether a claim must be arbitrated or whether a claim involves  a
legally protected right shall be determined by the arbitrator.

20. LITIGATION COSTS

If  any legal action or any arbitration or other proceeding is brought  for
the  enforcement  or interpretation of this Agreement,  or  because  of  an
alleged  dispute, breach, default or misrepresentation in  connection  with
any of the provisions of this Agreement, the successful or prevailing party
or parties will be entitled to recover reasonable attorneys' fees and other
costs  incurred  in  that action or proceeding, in addition  to  any  other
relief to which it or they may be entitled.

21. PARTIES IN INTEREST

Nothing  in  this Agreement, whether expressed or implied, is  intended  to
confer  any rights or remedies under or by reason of this Agreement on  any
persons  other  than the parties to it and their respective successors  and
assigns. Nothing in this Agreement is intended to relieve or discharge  the
obligations  or  liability  of  any third  person  to  any  party  to  this
Agreement. No provision gives any third person any right of subrogation  or
action against any party to this Agreement.

22. ENTIRE AGREEMENT

This  Agreement  constitutes  the  entire  agreement  between  the  parties
pertaining to the subject matter contained in it and supersedes  all  prior
and  contemporaneous agreements, representations, and understandings of the
parties,  including,  but  not limited to, the Conditional  Stock  Purchase
Agreement  dated March 16, 1998 and the Agreement of Purchase and  Sale  of
Stock  dated  March 20, 1998. No supplement, modification, or amendment  of
this  Agreement will be binding unless executed in writing by  all  of  the
parties.  No  waiver  of  any  of the provisions  of  this  Agreement  will
constitute  a  waiver of any other provision, whether or not  similar,  nor
will  any waiver constitute a continuing waiver. No waiver will be  binding
unless executed in writing by the party making the waiver.

23. SURVIVAL OF WARRANTIES AND REPRESENTATIONS

The representations, warranties and covenants set forth or incorporated  by
reference   in  this  Agreement  shall  survive  the  Closing   Date.   All
representations and warranties contained in this Agreement  (including  the
attached  exhibits  and  schedules, or in any  certificate  delivered  with
respect  hereto  will be deemed to be representations and warranties  shall
remain  in full force and effect until sixty (60) days after the expiration
of  any applicable statute of limitations; provided, however, that all such
representations  and  warranties described above shall  survive  after  the
applicable survival period
<PAGE> 245

with  respect  to  any claim made by Buyer prior to the expiration  thereof
until,  and  shall  expire  when,  such  claim  is  finally  resolved.  All
covenants, representations, warranties and agreements made by Sellers shall
be  unaffected  by  any investigation made by Buyer  or  by  any  knowledge
obtained as a result thereof or otherwise.

24. FORM OF AGREEMENT

  The  subject headings of the sections and Sections of this Agreement  are
included  for  convenience  only and will not affect  the  construction  or
interpretation of any its provisions.

25. WORD USAGE

Unless the context clearly requires otherwise:
     (a) Plural and singular numbers will each be considered to include the
other;
     (b) The masculine, feminine and neuter genders will each be
        considered to include the other;
      (c)  "shall,"  "will,"  "must," "agree,"  and  "covenants"  are  each
mandatory;
     (d) "may" is permissive;
     (e) "or" is not exclusive; and
     (f) "includes" and "including" are not limiting.

26. COUNTERPARTS

This  Agreement may be executed simultaneously in two or more counterparts,
each  of  which  will be considered an original, but all of which  together
will constitute one and the same instrument.

27. GOVERNING LAW

This  Agreement will be construed in accordance with, and governed by,  the
laws  of  the state of California as applied to contracts that are executed
and performed in California.

28. SEVERABILITY

If  any provision of this Agreement is held invalid or unenforceable by any
court of final jurisdiction, it is the intent of the parties that all other
provisions   of  this  Agreement  be  construed  to  remain  fully   valid,
enforceable, and binding on the parties.

29. NOTICES

All notices, request, demands and other communications under this Agreement
must  be in writing and will be considered to have been duly given  on  the
date  of service if served personally on the party to whom notice is to  be
given, or on the date of delivery if delivered by Federal Express or  other
similar  courier service which provides a written document evidencing  date
of  delivery, or on the third day after mailing if mailed to the  party  to
whom  notice is to be given, by first class mail, registered or  certified,
postage prepaid, and, in each case, properly addressed as follows:

     To Buyer:
     Finet Holdings Corporation
3021 Citrus Circle, Suite 150
Walnut Creek, CA 94598
Attention: President
<PAGE> 246

     To Corporation:
     Mical Mortgage, Inc.
5151 Murphy Canyon Road, Suite 220
San Diego, CA 92123
     Attention: President

     To Shareholders:
John E. Railey, individually and as Trustee utd 10/28/93
5151 Murphy Canyon Road, Suite 220
San Diego, CA 92123

Harve L. Lubin, individually and as Trustee utd 2/22/90
5151 Murphy Canyon Road, Suite 220
San Diego, CA 92123

     Joseph E. Gistaro,
     individually and as Trustee utd 8/15/89
     5151 Murphy Canyon Road, Suite 220
     San Diego, CA 92123

      IN  WITNESS WHEREOF, the parties to this Agreement have duly executed
it on the date and year first above written.

BUYER:
FINET HOLDINGS CORPORATION
By:

/s/ Jan C. Hoeffel
Jan C. Hoeffel, President

SHAREHOLDERS:

/s/ John E. Railey
John E. Railey, individually and as Trustee utd 10/28/93

/s/ Harve L. Lubin
Harve L. Lubin, individually and as Trustee utd 2/22/90

/s/ Joseph E. Gistaro
Joseph E. Gistaro, individually and as Trustee utd 8/15/89

CORPORATION:
MICAL Mortgage, Inc., a California corporation
By:

/s/ John E. Railey
John E. Railey, President


<PAGE> 247

By:

/s/ Harve L. Lubin
Harve L. Lubin, Secretary

            EXHIBITS AND SCHEDULES

Exhibits    Description

Exhibit A   Shareholders and Shares
Exhibit B   Pledge and Security Agreement
Exhibit C   Registration Rights Agreement
Exhibit D   Employment Agreement
Exhibit E   Investment Letter
Exhibit F   General Release
Exhibit  G    Shareholders' and President's Certificates  re    Absence  of
Changes
Exhibit H   Shareholders' Counsel's Opinion
Exhibit I   Chief Financial Officer's Certificate re Absence of Changes

Schedules   Description

Schedule 3.1    Jurisdictions in which Qualified to do Business
Schedule3.5(i)  Financial Statements as of April 30, 1996 and 1997
Schedule3.5(ii) Financial Statements as of February 28, 1998
Schedule3.6 Changes in Financial Condition
Schedule 3.8    Undisclosed Liabilities
Schedule 3.10   Mortgages, Liens, Encumbrances, etc.
Schedule 3.11   Real Property
Schedule 3.12   Absence of Specified Changes
Schedule 3.13   Notice Filings and Third Party Consents
Schedule 3.14   Equipment, Furniture, etc.
Schedule 3.16   Trademarks
Schedule 3.17   Trade Secrets
Schedule 3.19   Insurance Policies
Schedule 3.22   Litigation
Schedule 3.27   Officers, Directors, Employees and Agents
Schedule 3.28   Employment Agreements
Schedule 3.29   Powers of Attorney; Bank Accounts
<PAGE> 248
                                 EXHBIT A

                          Shareholders and Shares
<TABLE>
                                  Shares to be delivered
                                   at Closing including    Shares to
Shareholders       Shares Owned       Pledged Shares       be pledged
-----------------  -------------  -----------------------  ----------
<S>                <C>            <C>                      <C>
John E. Railey       475.125          207,161               37,500
Harve L. Lubin       475.125          207,161               37,500
Joseph E. Gistaro    316.750          138,107               25,000

            Total  1,267,000          552,430              100,000
</TABLE>