<PAGE> 209

AGREEMENT OF PURCHASE AND SALE OF STOCK

      This  agreement  is  made  as of April  30,  1998  at  Walnut  Creek,
California,   among  Finet Holdings Corporation,  a   Delaware  corporation
("Buyer"),  having its principal office at 3021 Citrus Circle,  Suite  150,
Walnut  Creek, California 94598, and Stephen R. Cohen, Gerald M. Cohen  and
Howard  A.  Rice  ("Shareholders"), each a resident of  the  state  of  New
Jersey,  and  Coastal  Federal Mortgage Company, a New  Jersey  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.  Shareholders  and  Buyer adopt this  Agreement  as  a  plan  of
reorganization     under   the    Internal     Revenue     Code   Paragraph
368(a)(1)(B).

      1.2.  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.

     1.3. Except as may occur in the ordinary course of its business, as of
the  Closing Date, none of the assets of the Corporation, as defined below,
and  as reflected on the Financial Statements, as defined in Paragraph  3.5
herein  below, shall be excluded from the transaction provided for in  this
Agreement.

2.   CONSIDERATION

      2.1. Subject to the terms and conditions set forth in this Agreement,
the consideration to be delivered to Shareholders in exchange for the Stock
shall be 1,250,000 shares of Buyer's common stock, par value $.01 per share
which shares shall, for purposes of this Agreement, be valued at $ 4.00 per
share ("Stock"). The parties acknowledge and agree that for the purposes of
this  Agreement, the 1,250,000 shares of Stock shall be equal in  value  to
five  million  ($5,000,000) dollars (the "Purchase Price"),  and  shall  be
adjusted as set forth below.

      2.2. Subject to the terms and conditions set forth in this Agreement,
at  the  Closing Buyer will issue and deliver to Shareholders a portion  of
the  Purchase Price totaling 1,125,000 shares of Stock, equal in  value  to
four million five hundred thousand ($4,500,000) dollars.

      2.3.  The  Purchase Price, in shares of Stock, shall  be  issued  and
delivered   to  the individual Shareholders in  the  numbers determined  as
follows:

     Stephen R. Cohen  43 %
     Gerald M. Cohen   42 %
     Howard A. Rice 15 %
<PAGE> 210

On  the  Closing  Date,  the Buyer shall reserve from  the  Purchase  Price
delivery of 125,000 shares of Stock, which shall constitute the balance  of
the  Purchase Price, which for the purposes of this Agreement, has a  value
of  five  hundred thousand ($500,000) dollars (the "Reserved Shares").  The
Reserved  Shares will be delivered to Shareholders, in accordance with  the
provisions  of the escrow agreement, a true and correct copy  of  which  is
attached  hereto  as  Exhibit  A  ("Escrow  Agreement"),  subject  to   the
following:

           (a)     Contingency     Reserve    for    General     Management
Representations:   The  Reserved  Shares,  (125,000    shares)   shall   be
decreased,  as  provided  herein,  to reflect   any  overstatement  of  the
Corporation's  assets  or understatement of the Corporation's  liabilities,
from  those  provided in the Financial Statements (as defined in  Paragraph
3.5).  The  actual amount of the decrease, if any, to the  Reserved  Shares
shall  be  equal  to  the  total amount of any  asset  overstatements  plus
liability  understatements, should that total amount exceed fifty  thousand
($50,000)  dollars  ("Reserved Share Verification").  The  balance  of  the
Reserved  Shares after any decrease as defined herein, shall be distributed
to  Shareholders upon the completion of the first audit report by Reuben E.
Price  &  Co., or another nationally recognized firm of independent  public
accountants chosen by Buyers, which is anticipated to be on or before  July
15, 1998.

     2.4 Piggy Back Rights:  Shareholders shall be entitled to "Piggy Back"
registration rights on registrations of Finet common stock,  subject to the
right  however,  of Finet  and  its underwriters to reduce  the  number  of
shares  proposed  to  be  registered by  Shareholders  in  view  of  market
conditions.  Buyer agrees to use its best efforts to include  Shareholder's
Stock, including the Reserved Shares, in its current S-3 Registration.

3.   WARRANTIES OF SHAREHOLDERS

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

      3.1.  Corporation is duly organized, valid and existing, and in  good
standing  under the laws of the state of New Jersey and has  all  necessary
corporate powers to own its properties and operate its businesses now owned
and  operated  by it. Corporation is also duly organized, validly  existing
and  in good standing under the laws of each of the states in which  it  is
currently doing business, and which are set forth in  Schedule 3.1 to  this
Agreement, except where the failure to be or do so or to hold the licenses,
authorizations, and permits referred to herein, would not have  a  material
adverse   effect  on  the  business  of  the  Corporation.   In   addition,
Corporation  holds all  required licenses, authorizations  and  permits  to
conduct  its  business in each of the states, to the extent disclosed,  set
forth in Schedule 3.1.

      3.2. The authorized Stock of the Corporation consists of 2,500 shares
of  common  stock,  no par value, of which 2,000 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. 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,  other  than  the consent of applicable  licensing  authorities,
which  shall  be  obtained by the parties prior to  the  Closing  Date  and
attached hereto as Schedule 3.3 to this Agreement.

      3.4.  Corporation does not own, directly or indirectly, any  interest
or  investment,  whether  equity or debt, in any corporation,  partnership,
business, trust, or other entity.
<PAGE> 211
      3.5. Schedule 3.5 (a) to this Agreement sets forth the balance sheets
of the Corporation as of December 31, 1996, audited by Steven Brodsky, CPA.
and  December 31, 1997, audited by Richard A. Eisner & Company, LLP and the
related  statements of income and retained earnings for  the  fiscal  years
ending on those dates, Corporation's independent public accountants,  whose
opinions  with  respect  to  those  financial  statements  appear  in  that
Schedule. Schedule 3.5 (b) to this Agreement sets forth the unaudited first
quarter  1998  compilation, prepared by Steven Brodsky, CPA.  and  together
with  related unaudited statements of income and retained earnings for  the
three  month  period ending on March 31, 1998, 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  (a) and (b) are 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  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.  Since December 31, 1997, 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  attached
hereto.

      3.7. Corporation has no debt, liability, or obligation of any nature,
including  threatened  or  filed  litigation,  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
December  31,  1997, included in the Financial Statements or set  forth  in
Schedule 3.5 (a) (b) to this Agreement, except for (1) those that may  have
been  incurred after the date of that balance sheet in the ordinary  course
of  business  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. All, to the best  of  their  knowledge
threatened or filed litigation shall be specifically identified in Schedule
3.7,  including the names of the parties, the nature of the action and  the
amount of damages or the relief sought.

      3.8. Except as is disclosed in Schedule 3.8, 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. The Federal and State income  tax  returns  of
Corporation  have been prepared and filed by Steven Brodsky, CPA,  for  the
1996 and 1997 fiscal years, and the results are accurately reflected in the
Financial  Statements. The provisions for taxes reflected in  Corporation's
balance  sheet  as  of December 31, 1997 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  Paragraph   341(f).
Shareholders have paid or deposited, within the period prescribed  by  law,
all payroll taxes that relate to periods before the Closing Date.

      3.9.  No assets of the Corporation are excluded from the transfer  of
ownership of the Shares provided for in this Agreement and there  has  been
no  sale,  encumbrance or other transfer of or lien created on any  of  the
assets  of  the  Corporation between the date of  this  Agreement  and  the
Closing  Date,  other  than  in the ordinary course  of  the  Corporation's
business, or as is set forth in Schedule 3.9 attached hereto.

      3.10.  Corporation  owns no real property or  any  interest  in  real
property other than as lessee of certain business premises (the "Premises")
under  terms of those leases disclosed to Buyer, copies of which have been,
or  will  prior to the Closing Date be, disclosed to Buyer, or  as  is  set
forth in Schedule 3.10 attached hereto.

      3.11.  Except as reflected in the Financial Statements  described  in
Paragraph  3.5, above, the Corporation is not subject to any  indebtedness,
obligation  or liability, contingent or otherwise, except those arising  in
the ordinary course of business subsequent to December 31, 1997.
<PAGE> 212

      3.12.  Since  December  31, 1997, there  has  not  been  any  of  the
following, except as is set forth in Schedule 3.12 attached 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, except in the ordinary course of business;

      (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;

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

      (q)   Threatened or filed litigation against the Corporation, to  the
best of Shareholders knowledge; or

     (r)  Agreement by Corporation to do any of the things described in the
preceding clauses of this Subsection 3.12.
<PAGE> 213

     3.13. No agreement to which the Corporation is a party or due to which
it  has any obligation shall be violated or placed into default or breached
by  the transaction contemplated by this Agreement, except as is set  forth
in Schedule 3.13 attached hereto.

      3.14.  Schedule  3.14  to this Agreement is a complete  and  accurate
schedule   describing  and  specifying  the  location  of  all   equipment,
furniture, supplies, and other tangible personal property, each  having  an
original retail value of one thousand ($1,000.00) dollars or more, which is
owned by, whether in possession or not of, the Corporation, or used by  the
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, which is subject
to  the  terms and conditions of this Agreement.. 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.  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.    Schedule 3.16 to this Agreement 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. Shareholders have no knowledge of  any
infringement or alleged infringement by others of any tradename, trademark,
service  mark,  or  copyright.  To  the  best  of  Shareholders  knowledge,
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 their respective businesses as now conducted by them (including without
limitation  those listed in Schedule 3.16), and to the best of Shareholders
knowledge, 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.  Schedule  3.17 to this Agreement 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; to the best  of
their  knowledge , any of their employees 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, to the
best  of  their knowledge, 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.
<PAGE> 214

      3.18.    Corporation  has  good and marketable  title  to  all  their
respective  assets  and interest in assets, tangible  or  intangible,  with
constitute  all  the assets and interest in assets that  are  used  in  the
businesses  of  the  Corporation. All these assets are 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  December  31,  1997,  or in Schedules  3.1  through  3.13  to  this
Agreement; (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  these  assets  or  materially  impair  business
operations.  Corporation is not in default or in arrears  in  any  material
respect  under any lease. All premises occupied by Corporation and  all  of
the  tangible  personal property of Corporation that is  necessary  to  the
operation  of  their  businesses  is in  operating  condition  and  repair,
ordinary  wear  and  tear excepted. Corporation is  in  possession  of  all
premises leased to them from any third party. 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. Corporation does not occupy any real property in violation
of any law, regulation or decree.

      3.19.  Schedule  3.19  to  this Agreement 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 their 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.    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 3.6 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.  Corporation has not received notice of any  violation  of  any
applicable  federal, state or local statute, law, or regulation  (including
any  applicable mortgage lending or servicing 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.    Except as set forth in Schedules 3.6 and 3.12, 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 materially  adversely
affecting  Corporation,  or  any  of its businesses,  assets  or  financial
conditions.  The  matters set forth in Schedules 3.6 and 3.12,  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
specifically  set  forth  in  Schedules 3.6  and  3.12.  Shareholders  have
furnished  or  made available to Buyer copies of all relevant court  papers
and  other documents relating to the matters set forth in Schedules 3.6 and
3.12.   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  Schedules
3.6 and 3.12, 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.
<PAGE> 215

      3.23.    Except  as is set forth in Schedules 3.1 through  3.22,  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;

      (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.    Shareholders  have  the rights, power,  legal  capacity  and
authority  to  enter into and perform their respective  obligations   under
this   Agreement.  The  execution  and  delivery  of   this  Agreement   by
Corporation  shall  have  been duly authorized by all  necessary  corporate
action.

      3.25.  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 New Jersey 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.

      3.26.  Schedule  3.26  is a list of the names and  addresses  of  all
officers,  directors, employees, agents, and representatives of Corporation
stating the rates of compensation payable to each and the date commenced.

     3.27. Schedule 3.27 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  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 Shareholders' knowledge, threatened labor dispute,  strike,
or  work  stoppage affecting Corporation's business. To the best  of  their
knowledge,  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.  To the best of Shareholders knowledge,  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  a 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 3.7, Corporation has not entered into 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 3.7 contains a complete list of all employee  welfare
benefit  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 3.7
<PAGE> 216

have  been  made available by Corporation to Buyer for Buyer's  review,  or
will be so made available prior to the Closing Date.

     3.28.   Schedule 3.28 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, account numbers,  with  the
names of all person authorized to draw on these accounts or deposits or  to
have access to these boxes.

      3.29.   To the best of Shareholders knowledge, 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  by  the  Corporation, 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. To  the  best
of  Shareholders knowledge, 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.

      3.30.    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. 3.31.  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 to Shareholders 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 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.
<PAGE> 217

         (c)  The execution, delivery and performance of this Agreement  by
the   Buyer   and  the  consummation  by  the  Buyer  of  the  transactions
contemplated  hereby  will  not (i) result in a violation  of  the  Buyer's
Certificate of Incorporation or By-laws or (ii) conflict with or constitute
a  default  (or an event which with notice or lapse of time or  both  would
become  a  default)  under, or give to others any  rights  of  termination,
amendment,   acceleration  or  cancellation  of,  any  material  agreement,
indenture or instrument to which the Buyer or any of its subsidiaries is  a
party,  or  result  in  a  violation of any law, rule,  regulation,  order,
judgment  or  decree  (including  federal and  state  securities  laws  and
regulations  and  the  rules and regulations of  the  principal  market  or
exchange  on which the Buyer's Common Stock is traded or listed) applicable
to  the Buyer or any of its subsidiaries or by which any property or  asset
of  the Buyer or any of its subsidiaries is bound or affected. Neither  the
Buyer  nor  its subsidiaries is in violation of any term of or  in  default
under  its  Certificate of Incorporation or Bylaws or their  organizational
charter  or  by-laws,  respectively, or any material  contract,  agreement,
mortgage, indebtedness, indenture, instrument, judgment, decree  or   order
or  any  statute,  rule  or  regulation applicable  to  the  Buyer  or  its
subsidiaries. The business of the Buyer and its subsidiaries is  not  being
conducted,  and shall not be conducted in violation of any law,  ordinance,
regulation of any governmental entity.  Except as specifically contemplated
by  this  Agreement and as required under the 1933 Act and  any  applicable
state  securities laws, to the best of the Buyer's knowledge, the Buyer  is
not  required to obtain any consent, authorization or order of, or make any
filing or registration with, any court or governmental agency in order  for
it  to  execute,  deliver  or  perform any  of  its  obligations  under  or
contemplated  by  this  Agreement.  All  consents, authorizations,  orders,
filings and registrations which the Buyer is required to obtain pursuant to
the  preceding sentence have been obtained or effected on or prior  to  the
date  hereof.  The Buyer and its subsidiaries are unaware of any  facts  or
circumstances which might give rise to any of the foregoing.

         (d)  Since  January 1, 1996, the Buyer had     filed all  reports,
schedules, forms, statements and other documents required to be filed by it
with  the  SEC  pursuant to the reporting requirements  of  the  Securities
Exchange  Act  of 1934, as amended (the "1934 Act") (all of  the  foregoing
filed  prior to the date hereof and all exhibits included therein and being
hereinafter  referred to as the "SEC Documents").  As of  their  respective
dates,  the  SEC  Documents  complied in all  material  respects  with  the
requirements  of  the  1934 Act and the rules and regulations  of  the  SEC
promulgated thereunder applicable to the SEC Documents, and none of the SEC
Documents,  at the time they were filed with the SEC, contained any  untrue
statement  of a material fact or omitted to state a material fact  required
to  be stated therein or necessary in order to make the statements therein,
in  light of the circumstances under which  they were made, not misleading.
As  of   their  respective  dates, the financial statements  of  the  Buyer
included  in the SEC Documents complied as to form in all material respects
with  applicable  accounting  requirements  and  the  published  rules  and
regulations of the SEC with respect thereto. Such financial statements have
been  prepared in accordance with generally accepted accounting principles,
consistently applied, during  the periods involved (except (i)  as  may  be
otherwise  indicated in such financial statements or the notes thereto,  or
(ii)  in  the case of unaudited interim statements, to the extent they  may
exclude  footnotes  or may be condensed or summary statements)  and  fairly
present in all material respects the financial position of the Buyer as  of
the  dates thereof and the results of its operations and cash flows for the
periods then ended (subject, in the case of unaudited statements, to normal
year-end audit adjustments). No other information provided by or on  behalf
of  the  Buyer  to  the  Shareholders which is  not  included  in  the  SEC
Documents,  contains any untrue statement of a material fact  or  omits  to
state  any material fact necessary in order to make the statements therein,
in  the  light of the circumstance under which they are or were  made,  not
misleading.

         (e)  Except as disclosed in the SEC documents, since December  15,
1997,  there  has  been no material adverse change and no material  adverse
development  in the business, properties, operations, financial  condition,
results  of  operations or prospects of the Buyer or its subsidiaries.  The
Buyer  has not taken any steps, and does not currently expect to  take  any
steps, to seek protection pursuant to any bankruptcy law nor does the Buyer
or  its  subsidiaries  have any knowledge or reason  to  believe  that  its
creditors intend to initiate involuntary bankruptcy proceedings.
<PAGE> 218

         (f) There is no action, suit, proceeding, inquiry or investigation
before  or  by  any court, public board, government agency, self-regulatory
organization or body pending or, to the knowledge of the Buyer  or  any  of
its  subsidiaries,  threatened against or affecting the Buyer,  the  Common
Stock  or any of the Buyer's subsidiaries, wherein an unfavorable decision,
ruling  or  finding  would  (i)  have a  material  adverse  effect  on  the
transactions  contemplated hereby (ii) adversely  affect  the  validity  or
enforceability of, or the authority or ability of the Buyer to perform  its
obligations  under,  this  Agreement or any of the  documents  contemplated
herein or (iii), except as expressly set forth in the SEC Documents, have a
material  adverse effect on the business, operations, properties, financial
condition  or results of operation of the Buyer and its subsidiaries  taken
as a whole.

         (g) 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.

         (h)   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) Except as is set forth in Schedule  3.12, Corporation will use
its  best  efforts, without making any commitments on behalf of  Buyer,  to
preserve its respective business organizations intact; 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) Except as is set forth in Schedule  3.12, 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.
<PAGE> 219

         (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) Except in the ordinary course of business, 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 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) Except in the ordinary course of business or as is set forth in
Schedule 3.12, 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) Except in the ordinary course of business, or as is set fort in
Schedule    3.12, 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.
<PAGE> 220

6.   CONSENTS OF OTHERS

      The parties acknowledge and agree that the Shareholders shall have no
responsibility  with respect to the transfer, consents or approval  of  the
Corporation's  mortgage lending licenses, as may be required upon  transfer
of  ownership  by  applicable regulatory authorities and  as  disclosed  in
Schedule 3.1.  However, Shareholders shall exercise their best efforts, and
promptly  execute  and deliver any documents and instruments  that  may  be
reasonably  required,  to  assist  Buyer  in  obtaining  such  consents  or
approval; provided, however, that Shareholders will not be obligated  under
this  Paragraph to execute any guarantee, assumption of liability, or other
document  or instrument requiring it to assume obligations not contemplated
by this Agreement.

7.   WARRANTIES TRUE AT CLOSING

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

8.   BUYER CONFIDENTIALITY

      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 and
Shareholders  (whether or not Closing takes place) 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 Paragraph 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 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 December 31, 1997 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 adversely affects its ability to conduct a material part of
its  business,  except as is set forth in Schedules 3.5  through  Schedules
3.13 attached hereto.
<PAGE> 221

        (d) Buyer will have received a certificate, 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 Paragraphs 3, 5 and 9 of this Agreement  have  been
fulfilled.

         (e)  Buyer will have received from Sterns & Weinroth, PC,  counsel
for  Shareholders, an opinion dated the Closing Date in form and  substance
satisfactory to Buyer and its counsel, that:

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

             (ii)  The authorized capital stock of Corporation consists  of
2,500  shares of capital stock of no par value, of which 2,000  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.

             (iii)    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.

            (iv) That Shareholders are the record owners of 2,000 shares of
stock  of  the Corporation. 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.

             (v)  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.

             (vi)  Except  as set forth in Schedules 3.6 and 3.12  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,  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
<PAGE> 222

period  from December 31, 1997 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 its businesses  during
that  period  that  in the aggregate are not materially  adverse,  and  any
other  changes or transactions contemplated by 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 the Corporation.

         (i)  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.

        (j) The employment agreements with each of the Shareholders, in the
forms  set  forth  in  Exhibit B, dated the Closing Date,  will  have  been
executed and delivered by Shareholders to Buyer.

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

         (l)  Shareholders  will  have delivered to  Buyer,  except  as  is
otherwise  provided  in  the  Shareholders Employment  Agreements  attached
hereto  as  Exhibit B, the written resignations of all of the officers  and
directors  of Corporation, as requested by Buyer and will cause  any  other
action  to  be  taken  with respect to these resignations  that  Buyer  may
reasonably request.

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

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.
<PAGE> 223

        (d) The employment agreements with each of the Shareholders, in the
forms  set  forth  in  Exhibit B, dated the Closing Date,  will  have  been
executed and delivered by Buyer to Shareholders.

         (e) An escrow shall be established with Sterns & Weinroth, PC, the
terms  and conditions of which are set forth in Exhibit A, attached  hereto
("Escrow").  Shareholders shall pay for all costs and  expenses  associated
with the Escrow.

         (f)  Shareholders  will  have received a  certificate,  dated  the
Closing  Date,  signed  and verified by Buyer's  president  and  its  chief
financial  officer,  certifying, in  such  detail as  Shareholder  and  its
counsel may reasonably request, that to the best  of  their  knowledge  the
conditions  specified in Paragraphs 4,10 and 12 of this Agreement have been
fulfilled.

         (g)  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 Buyer and delivered to Shareholders.

         (h)  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.

11. THE CLOSING

         (a)  The transfer of the Shares by Shareholders to the Escrow  for
Buyer's  benefit  (the  Closing) will take place  at  the  offices  of  the
Corporation   located at 300 Craig Road,  Manalapan, New  Jersey  07726  at
10:00 a.m. local time, on April 30,1998, or at such other time and place as
the parties may agree to in writing (the Closing Date).

         (b)  At  the  Closing,  Shareholders must  deliver  to  Buyer  the
following instruments, in form and substance satisfactory to Buyer and  its
counsel, against delivery of the items specified in Paragraph 12:

             (1)  a  certificate or certificates, into Escrow, 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 notorized signatures.  On submission of
that  certificate or certificates to Corporation for transfer,  Corporation
will prepare a certificate representing the Shares, to be registered in the
Buyer's name, in accordance with the terms of the Escrow;

             (2) the stock books, stock ledgers, minute books and corporate
seal of the Corporation;

            (3) the opinion of counsel as provided in paragraph 9(e);

            (4) a report of corporation's independent public accountants or
chief financial officer, as provided for in Paragraph 9(g), dated April 30,
1998;

             (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,  the form set forth in  Exhibit  ,  executed  by
Shareholders and Corporation;
<PAGE>  224

             (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 D,  in
favor of Corporation, executed by Shareholders, and dated the Closing Date.

12. BUYER'S OBLIGATIONS AT CLOSING

     At or prior to the Closing, Buyer must deliver to the Shareholders the
following:

         (a)  A  certificate  representing the total number  of  shares  of
Buyer's  common  stock to be issued and delivered to  Shareholders  at  the
Closing under Paragraph 2.1 against delivery of the items Shareholders  are
to deliver as specified in Paragraph 11.

          (b)   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.

         (c)  Employment Agreements with  each  of the Shareholders, in the
forms  set forth in Exhibit 12, dated the Closing Date, executed  by  Buyer
and delivered to Shareholders.

         (d)  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 and the conditions in Paragraphs 10 and 12 have
been fulfilled.

         (e) An agreement whereby Buyer shall ensure that the employees  of
the  Corporation  continue to receive those benefits which  they  currently
enjoy  as  employees of Corporation, for the remainder of the 1998 calendar
year, at no increase in cost to the employees.

13. SHAREHOLDER'S INDEMNITY

      From and after the Closing Date, the Shareholders  shall jointly  and
severally indemnify, defend, save and hold harmless Buyer, and any  of  its
affiliates,   including,  without  limitation,  its  officers,   directors,
shareholders,  employees,  attorneys, agents and representatives  ("Buyer's
Affiliates"),and  against  any  and all  claims,  demands,  losses,  costs,
expenses,  obligations,  liabilities,  damages,  recoveries,  judgments  or
deficiencies,  including  interest, penalties,  and  reasonable  attorneys'
fees, that Buyer may incur, sustain or suffer, on or before April 30, 2000,
as  a  result  of  any intentional misrepresentation or fraudulent  act  by
Shareholders,    which   arises   from   or   relates   to,    Shareholders
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.

14. BUYER'S INDEMNITY

      Buyer  will indemnify, defend 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> 225

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 on or before April 30, 1998, or other mutually  agreed
upon date; 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 Paragraph 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 Paragraph 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.   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.   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  Agreement, except to a  wholly  owned  subsidiary
corporation of Buyer, except that Buyer shall remain responsible to perform
its  obligations hereunder 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
<PAGE> 226

having   jurisdiction   over  the  subject  matter  of  the    controversy.
Arbitrator(s)  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. 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 certificates delivered with
respect  hereto will be deemed to be representations and warranties)  shall
remain  in  full force and effect until April 30, 2000; provided,  however,
that  all such representations and warranties described above shall survive
after  the applicable survival period with respect to any claim made  prior
to  the  expiration  thereof until, and shall expire when,  such  claim  is
finally resolved.

24. FORM OF AGREEMENT

      The subject headings of the sections and paragraphs of this Agreement
are  included for convenience only and will not affect the construction  or
interpretation of any its provisions.
<PAGE> 227

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:

     President
     Finet Holdings Corporation
3021 Citrus Circle, Suite 150
Walnut Creek, CA 94598
<PAGE> 228

     To Shareholders:

     Stephen R. Cohen
2562 Heathrow Lane
Manasquan, NJ 08736

     Gerald M. Cohen
156 Gravel Hill Rd.
Manalapan, NJ 07726

     Howard A. Rice
     5 Shield Rd.
     Englishtown, NJ 07726

         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/ Wayne Repich
     Wayne Repich,
     Chief Operating Officer

SHAREHOLDERS:

/s/ Stephen R. Cohen
Stephen R. Cohen

/s/ Gerald M. Cohen
Gerald M. Cohen

/s/ Howard  A. Rice
Howard A. Rice

CORPORATION:
Coastal Federal Mortgage Company
By:

/s/ Stephen R. Cohen
Stephen R. Cohen,
President

By:
Gerald M. Cohen
Gerald M. Cohen,
Secretary