<PAGE> 127

THESE  SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER  THE  U.S.
SECURITIES ACT OF 1933, AND SUBJECT TO CERTAIN EXCEPTIONS, MAY NOT BE  SOLD
IN  THE  UNITED STATES OR TO U.S. PERSONS.  ANY SALE, TRANSFER,  PLEDGE  OR
OTHER  DISPOSITION THEREOF IN THE UNITED STATES OR TO U.S. PERSONS  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.   ANY
PERSON  EXERCISING THIS WARRANT WILL BE REQUIRED TO PROVIDE  EITHER  (i)  A
CERTIFICATION THAT THE WARRANT IS NOT OWNED BY OR BEING EXERCISED BY A U.S.
PERSON OR (ii) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT THE
SHARES  OF  COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT  HAVE  BEEN
REGISTERED  UNDER SAID ACT OR AN EXEMPTION FROM REGISTRATION IS UNDER  SAID
ACT IS AVAILABLE

                   FINET HOLDINGS CORPORATION

                 COMMON STOCK PURCHASE WARRANT

            This Warrant Expires December  30, 2001

Warrant No.                                     Shares: 2,500,000

     THIS  CERTIFIES that, subject to the terms and conditions  herein  set
forth, JOSE MARIA SALEMA GARCO (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 shares 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.

    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 the following:

                500,000 shares at $0.50 per share
                500,000 shares at $1.00 per share
                500,000 shares at $1.50 per share
                250,000 shares at $2.00 per share
                250,000 shares at $2.50 per share
                500,000 shares at $3.00 per share

     2.   Adjustment of Warrant Price and Number of Shares.  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 that the Company completes its voluntary
reorganization/recapitalization plan as set forth in the Private  Placement
Memorandum  dated  October 1, 1996 relating to the  Company's  offering  of
2,000,000  shares  of its Common Stock in reliance on  Regulation  D,   the
holders of the Common Stock of the Company (or any shares of stock or other
securities at
<PAGE> 128

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, occurring after  the  Company  completes  its
voluntary  reorganization/recapitalization as  set  forth  in  the  Private
Placement Memorandum dated October 1, 1996, the number and class of  shares
available under the 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  and  in
minimum  units  of 10,000 shares, 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
<PAGE> 129

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 "Securities 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 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
Securities Act.

     10.  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.

     11. 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.

     12.  Exercise  Period.   The Exercise Period  shall  mean  the  period
commencing on the date hereof and ending on December  30, 2001.


    ISSUED this 30th day of December, 1996.

                        FINET HOLDINGS CORPORATION

                                By_________________________
                                    President
ATTEST:


_________________________

<PAGE> 130

                       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> 131
                       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)