<PAGE> 62
                        FINET HOLDINGS CORPORATION,
                          MONUMENT MORTGAGE, INC.
                                    AND
                    PREFERENCEAMERICA MORTGAGE NETWORK
                                     
                                     
                           TERM SHEET AGREEMENT
                                     
      THIS  TERM SHEET AGREEMENT, which is effective as of the 22nd day  of
May,  1996 is intended to set forth the understanding of the parties as  to
their respective commitments.


                                 RECITALS

      A.    FINET  HOLDINGS CORPORATION, a Delaware corporation  ("Finet"),
MONUMENT  MORTGAGE, INC., a California corporation ("MMI")  and  PREFERENCE
AMERICA  MORTGAGE  NETWORK,  a  California corporation  ("PAMN"),  wish  to
combine  their  respective businesses by means of  MMI  and  PAMN  becoming
subsidiaries  of Finet through an appropriate method of acquisition  to  be
determined,  with  the  objectives of minimizing MMI tax  consequences  and
retaining existing MMI Lender approvals.

      B.   Two individuals, Mr. James Noack and Mr. James Umphryes, are the
sole  shareholders of MMI, and together with a third individual, Mr. E.  E.
Umphryes, are the sole shareholders of PAMN.

      C.   The parties agree that upon consummation of the acquisitions  of
MMI  and  PAMN,  they intend to continue to operate under their  respective
names;  however, for purposes of relationships with the market,  each  will
become a wholly owned subsidiary of Finet and shall indicate that it  is  a
Finet company by use of the Finet name and logo in an appropriate manner.

      D.    The  purpose of this Term Sheet Agreement is to set  forth  the
understanding  of  the  parties  relative  to  the  matters  above.   After
execution  of  this  Term  Sheet  Agreement,  more  Definitive  Acquisition
Agreements  (DAA)  will be prepared which will contain the representations,
warranties,  covenants  and indemnities that are  usual  and  customary  in
transactions  of  this  nature,  and will be  consistent  in  all  material
respects  with  the  terms of this Agreement.  It  is  intended  that  this
Agreement will be a binding contract, subject to its terms and conditions.


AGREEMENT AND TERMS

     In consideration of the mutual covenants contained herein, the parties
hereto hereby agree as follows:

I.   Recitals

     The above recitals are incorporated herein by reference.

II.  MMI Shareholder Distribution

      It  is hereby acknowledged that, on or before May 31, 1996, the Board
of  Directors  of  MMI  intends to declare a distribution  payable  to  the
shareholders  of record in the amount of Two Million Dollars  ($2,000,000).
Further,   it  is  MMI's  intent  to  distribute  one  half   this   amount
($1,000,000)  in cash, and to issue a convertible subordinated debenture in
the  amount of the remaining half ($1,000,000) which bears interest at  the
Applicable  Federal  Rate  (AFR) as established  by  the  Internal  Revenue
Service,  and is convertible into MMI's common shares.  These distributions
will be made prior to the acquisition of MMI by Finet.
<PAGE> 63

III. Acquisition of MMI

      In  consideration for the acquisition of all (100%) of the issued and
outstanding  stock of MMI, Finet will  (a.) retire the Monument convertible
subordinated debenture described in section II above by (i) issuing its own
subordinated  convertible  debenture with a face  amount  of   one  million
dollars  ($1,000,000) or, at Finet's option, by (ii)  issuing  two  million
(2,000,000)  shares  of Finet common stock to the debenture  holders,  (b.)
issue the number of shares of Finet's common stock equal to the sum of  (i)
the  4/30/96  audited GAAP book value of MMI, adjusted for the  results  of
operations through the date of acquisition of MMI by Finet, plus  (ii)  the
value  of MMI's loan servicing rights, net of recorded intangible servicing
rights,  as  established by independent appraisal as  of  said  acquisition
date, divided by the price per share of the shares offered by Finet in  its
current  private placement, said price expected to be fifty  cents  ($0.50)
per share, and (c.) by issuing an additional Two Million (2,000,000) shares
of  Finet common stock.  The parties agree that subsequent changes  in  the
market price of Finet stock will not cause a change in the number of shares
issued.

      Should  Finet  chose  to  retire  the  MMI  convertible  subordinated
debenture  in  accordance  with section III(a)(i)  above,  the  convertible
subordinated  debenture issued by Finet in exchange for  MMI's  convertible
subordinated  debenture shall have a term of five (5) years, bear  interest
at  the  Applicable Federal Rate (AFR) as established by the  IRS,  payable
monthly, and at the option of Finet, may at any time,  be retired for cash,
in  part  or entirely, upon thirty (30) days written notice, however,  upon
such notice, the holders(s) shall have the right to chose shares in lieu of
cash at the rate of two (2) shares per retirement dollar.

IV.  Acquisition of PAMN

      Subject  to completion of an acceptable employment contract  revision
for  Mr. Gregg Pasternak, Executive Vice President and Regional Manager  of
PAMN,  and in consideration for the acquisition of all (100%) of the issued
and  outstanding stock of PAMN, Finet will pay Two Hundred  Fifty  Thousand
Dollars ($250,000) in cash to the shareholders of PAMN.  In the event  that
Mr.  Pasternak refuses to enter into an employment agreement with PAMN, the
purchase  price  for  PAMN will be renegotiated.  The  close  of  the  PAMN
acquisition  will be concurrent with the MMI close, and if the  acquisition
of  either  MMI  or PAMN fails to occur, the acquisition of  the  other  is
hereby canceled.

V.   Audit

      Prior  to  July  15,  1996, MMI and PAMN will each  provide  complete
financial  statement audits, at their respective expenses, to  comply  with
the requirements of the Securities and Exchange Commission for a registered
Section  12(g) company.  Normally this would require three years of  income
statements and two years of balance sheets.

VI.  Retention

     Twenty percent (20%) of the shares issued to MMI shareholders by Finet
for the acquisition of MMI will be escrowed in a Retention Account.  During
the  twenty-four  month period after the closing of  the  acquisition,  the
Retention account ledger balance, with an initial value of zero,  shall  be
adjusted  upward  for  the  dollar value of any liabilities  that  are  not
reflected  on the balance sheets of Finet (or are not otherwise  disclosed)
and  to cover any and all damages that may arise out of the violations,  if
any,  of  Finet's representations and warranties in the DAA,  and  adjusted
downward  for  (i) any liabilities that are not reflected  on  the  balance
sheets of MMI and/or PAMN (or are not otherwise disclosed) and to cover any
and  all  damages that may arise out of the violations, if  any,  of  their
representations  and warranties in the DAA and (ii) any  expenses  incurred
for tax payments pursuant to VIII(m) below. At the expiration of the twenty-
four  month period, the final balance of the Retention Account ledger shall
be  calculated and, if said balance is negative, the equivalent  number  of
shares calculated, at CMV as herein defined, shall be retained by Finet and
the remaining shares in the Retention Account, if any, shall be distributed
to  the  MMI  shareholders.   If  the final Retention  Account  balance  is
positive,  the  equivalent number of shares, calculated at  CMV  as  herein
defined, shall be issued by Finet and, together with all the shares in  the
Retention  Account,  be  distributed to the MMI shareholders.  The  maximum
number of additional shares issued by Finet, if any, shall be equal to  the
initial number of shares escrowed in the Retention Account. All shares held
in  the Retention Account shall continue to grant full voting rights to the
shareholders while in escrow.

It  is understood that the calculation of the above items shall be based on
continuation  of the same accounting methods currently used by  Finet,  MMI
and PAMN.

<PAGE> 64

VII. Board of Directors

      Finet  will nominate Mr. Noack and Mr. Umphryes to be Members of  the
Board  of Directors of Finet, and will use its best efforts to cause  their
election  to  the Board at its first regular meeting after the  acquisition
date.  Each officer of Finet who is a Director will vote in favor of  these
nominations at said meeting.

VIII.     Employment & Consulting Contracts

     Key management employees of MMI and PAMN have been identified as
          Paul Garrigues, Senior VP and CFO of MMI
          Lee Decker, Senior VP/Secondary Marketing of MMI
           Bill  Dullaghan,  Senior VP/National Wholesale  Loan  Production
Manager of MMI
          Gregg Pasternak, Executive VP and Regional Manager of PAMN.

      Existing  employment contracts for these individuals will be  revised
prior  to  the  acquisition  date  to address  their  respective  terms  of
employment  with  the  post-acquisition organization,  including  retention
commitments,   stock  options,  non-compete & non-disclosure  clauses,  and
other  critical  terms.   These agreements will be subject  to  review  and
approval by Finet.

       The parties hereto state their intent to require that the payment of
a fixed base salary in excess of $150,000 per year to any employee have the
recommendation of the compensation committee of the board and the  approval
by  not  less  than  75%  of  the members of the  board  of  Directors  not
abstaining.

      Mr. Noack and Mr. Umphryes will be employed by Finet on the following
basis:  It is understood that the following terms shall be in effect  until
replaced by individual employment contracts that are consistent in form and
content  with the standards to be established by the compensation committee
for executive officers.

     a)   Title:    Mr. Noack: President of MMI
               Mr. Umphryes: Executive VP of MMI and PAMN

      b)    Base Salary:   $150,000 per annum, payable twice per month, net
of the cost of insurance
                    benefits and personal use of leased vehicles

     c)   Term:     Three years from the closing of the acquisitions.

      d)    Participation in management stock option plan and/or  incentive
plan as determined by the Board
          of Directors for Noack only.

     e)   Deleted

      f)    Benefits to include four weeks paid vacation and two weeks sick
leave annually and, subject to
           applicable  employer anti-discrimination requirements,  if  any,
full payment of all premiums for
           company  offered  medical, dental, vision, life  and  disability
coverage.

      g)    Full  time  employment and no other competitive employment  for
Noack and Umphryes.

      h)    Termination  only  for  cause as determined  by  the  Board  of
Directors  with the definition of cause to         be mutually agreed  upon
in the DAA.

      I)    Location: as determined by the Board of Directors,  and  it  is
hereby acknowledged that Umphryes
          primary office may be in his home.

     j)   A reasonable non-compete, non-disclosure agreement.

      k)    Legal Fees: Finet acknowledges that Messrs. Noack and  Umphryes
and MMI are defendants in a current legal action
          brought  by  prior  shareholders which seeks the  restoration  of
          shares  previously sold.  Finet agrees to continue  to  bear  the
          costs of defending this action up to a maximum of $250,000. Legal
          costs  in excess of that amount, if any, and all settlement costs
          are   the  responsibility  of  Messrs.  Noack  and  Umphryes   as
          individuals.
<PAGE> 65

      l)   Currently Leased Vehicles: Finet will assume the current  leased
vehicle obligations of MMI on behalf of Messrs.
          Umphryes  and Noack, and will continue payment of all lease  and,
          up  to  a  maximum personal use amount of $3,000  per  year,  all
          related  operating  costs  (insurance,  fuel,  oil,  repairs  and
          maintenance) for the lesser of the existing  lease period or  one
          year from the acquisition of MMI.  Thereafter, Finet's obligation
          will  be  limited to a maximum lease cost of $750 per  month  and
          payment of related operating costs as above.
          
      m)   As sole shareholders of MMI, an S corporation, Messrs. Noack and
Umphryes will have personal Federal and
          California  State income tax liabilities for the  tax  year  1996
          based on the taxable income generated by MMI during the period of
          time  from  January 1, 1996 through the acquisition date.   Finet
          agrees  to pay said tax liability on behalf of Messrs. Noack  and
          Umphryes  with said tax payments(s) to be a Section VI  Retention
          Account adjustment item.

IX.  Stand Still

      Finet,  MMI,  PAMN and their shareholders will not, so long  as  this
Agreement  is  in  effect, take any action out of the  ordinary  course  of
business, such as a sale of assets, termination of employment, modification
of   employment contracts,  or distribution of dividends or bonuses (except
as  described in section II. above).  The parties agree that Finet  intends
to  enter employment agreements with certain of its managers which will  be
consistent  in form and content with those referred to herein for  MMI  and
PAMN employees and be subject to review and approval by MMI and Finet.  The
balance sheet attached to the DAA  will reflect any activities to the  date
of the balance sheet, which will be dated as near to the closing date as is
practical.

X.   Due Diligence

      The  parties  shall   use their best efforts in promptly  undertaking
respective  due  diligence reviews.  The parties hereby agree  to  complete
said  reviews within 30 days of the date of this Agreement, unless extended
by  mutual  consent,  which consent not to be unreasonably  withheld.   All
parties  will  cooperate  in  providing  materials  and  access  reasonably
necessary for an adequate due diligence effort.  In the event any party  is
of  the  opinion  that  a  material fact has been  revealed  by  their  due
diligence,  and that party wished to terminate this Agreement,  the  matter
will  be  submitted to mediation and arbitration as per the  provisions  of
Paragraph  XIV below.  The failure to discover a material fact  during  the
course of the respective due diligence reviews shall not be deemed a waiver
of  a  representation or warranty, nor a defense against  potential  damage
from the undiscovered matter.
XI.  Closing

      The parties to this Agreement will use their best efforts to be in  a
position to sign DAA as soon as practicable, but, unless extended by mutual
consent,  said consent not to be unreasonably withheld, not more  than  the
later  of  60 days after the date of this Term Sheet Agreement or  30  days
after the first closing of Finet's private placement now in process.

XII. Success of Private Placement

     It is hereby acknowledged that this agreement has been entered into on
the  basis  that the Finet private placement, now in preparation,  will  be
successful  in raising equity capital of not less than Two Million  Dollars
($2,000,000).   The success of this private placement is  critical  to  the
desire and ability for MMI and PAMN to be acquired as described herein  and
therefore,  the  failure to raise said equity capital shall  be  considered
cause  for  termination of this Agreement by, and at  the  option  of,  the
shareholders of MMI.

XIII.     Non Refundable Advance Payment

      In  consideration for the promise to stand still  by  MMI  and  PAMN,
within five (5) business days following receipt by Finet of the proceeds of
the  first closing of its private placement now in preparation, Finet  will
issue  to  the  MMI shareholders Two Hundred Thousand (200,000)  shares  of
Finet's common stock. Said shares shall be considered as part of the  share
consideration to be issued pursuant to Section III.

<PAGE> 66

XIV. Mediation and Arbitration

      Initially all claims and controversies of any kind relating  to  this
Term  Sheet Agreement shall within 30 days of notice of claim to the  other
party  be submitted to mediation pursuant to the services of an established
mediation  service  with the venue of the mediation  being  San  Francisco,
California.

          In the event the matter cannot be disposed of by mediation, all claims
and  controversies of any kind relating to this Agreement shall be  finally
settled  by  arbitration before a single arbitration in  San  Francisco  in
accordance  with  the  rules  then obtaining of  the  American  Arbitration
Association.  All parties to this Agreement shall be bound by the  decision
in  any such arbitration, and judgment upon such arbitration may be entered
by  any  court  of  proper  jurisdiction.  In  any  such  arbitration,  the
arbitrators:  (i) shall apply the provisions of this Term  Sheet  Agreement
without varying therefrom in any respect, and they shall not have the power
to  add  to, modify or change the provisions of this Agreement; (ii)  shall
make  specific written findings of fact and law; and (iii) shall apply  the
law  of  California to all substantive issues of law.  The foregoing  shall
not  preclude  the  parties from seeking injunctive  or  other  inequitable
relief  from  any court of proper jurisdiction pending the outcome  of  any
arbitration.

      Attorney  fees and costs shall be allocated by agreement in mediation
and by the arbitrators in arbitration.

XV.  Miscellaneous

      a)    The Current Market Value (CMV) of Finet Common Shares shall  be
defined for this Agreement as the average
          bid price over the 20 business day period ending 10 days prior to
          the date of valuation.

      b)    Any  press releases or formal filings concerning this Agreement
and the acquisitions shall be subject to the mutual
          consent  of  the parties, which consents may not be  unreasonably
          withheld.

                c)   This Agreement shall be governed by and interpreted in
          accordance with the laws of the State of California.

      d)    If  any portion of this Agreement is found to be illegal and/or
unenforceable, the remainder will continue in full
          force  and effect.

      e)   It is acknowledged that an existing Finet shareholder has agreed
to sell privately certain of its shares to certain key
          employees   of   Finet  and  that,  by  separate   agreement   as
          consideration for the bridge loan described below,  15%  of  said
          shares  shall be made available for purchase by certain  MMI  and
          PAMN employees.  This private sale of shares is considered by MMI
          and  PAMN  to  be  a  critical element to the acquisition  herein
          described.

     f)   It is acknowledged that PAMN has made a bridge loan in the amount
of Forty Thousand Dollars ($40,000) to
          National Mortgage Network (NMN) and that Finet has an option  to,
          and  intends to, acquire NMN.  Upon successful completion of  the
          first close of its private placement, Finet agrees to repay  that
          loan and accrued interest within five (5) business days.

      g)    All  parties to this agreement acknowledge that the acquisition
described herein will require approvals of certain
          third parties (FHLMC, FNMA, DRE, DOC,  etc.) and that the parties
          agree  that  they  will  use their best efforts  to  obtain  said
          approvals  as  quickly as possible.  It is agreed  that,  to  the
          extent that an approval is not obtained and such denial does  not
          create  a  legal  prohibition to the acquisition  or  a  material
          diminution in value, it will not be cause for termination of this
          Agreement.

      h)    The  shareholders of MMI and PAMN have been  required,  in  the
normal course of business, to make personal
          guarantees   for  certain  financing  transactions  and   general
          business  relationships.  Finet hereby agrees to  negotiate  with
          holders of said guarantees to release the shareholders of MMI and
          PAMN  from these obligations.  If releases are not possible, then
          Finet  will  offer to assume these obligations, or in  the  event
          that  assumption is not possible, to indemnify the MMI  and  PAMN
          shareholders  for  any  losses suffered  as  a  result  of  these
          personal guarantees.
      i)   The shareholders of MMI are aware that the public sale of shares
of Finet common stock issued as consideration for
          the  acquisition of MMI stock may be restricted  by  means  of  a
          "lock  up"  agreement.   However, said agreement  shall  include,
          unless prohibited by Finet's investment banker, the right to sell
          to  sell  up  to 100,000 shares per year for each MMI shareholder
          and  shall not apply to private transfers of Finet shares between
          MMI  shareholders  or transfers for estate planning  purposes  to
          closely held trusts or family members,
<PAGE> 67
          
      The  undersigned,  having been duly authorized  by  their  respective
Boards  of  Directors,  have signed this Term Sheet Agreement as a  binding
contract effective as of the date indicated above.

FINET HOLDINGS CORPORATION              MONUMENT MORTGAGE, INC.


By:         /s/  L.  Daniel  Rawitch                                    By:
/s/ James W. Noack
     L. Daniel Rawitch, CEO                       James W. Noack, President



PREFERENCE AMERICA MORTGAGE NETWORK


By:        /s/ James A. Umphryes
     James A. Umphryes, Director