<PAGE> 87
                   WARRANT PURCHASE AGREEMENT

    THIS WARRANT PURCHASE AGREEMENT is made as of December 16, 1996 between
FINET  HOLDINGS  CORPORATION, a Delaware corporation (the  "Company"),  and
JOSE MARIA SALEMA GARCAO (the "Purchaser").

                        R E C I T A L S:

     WHEREAS, the Company has authorized the issuance and sale of a warrant
to  purchase  up to 1,000,000 Shares of its Common Stock over a  five  year
term  at  an  exercise price of $1.00 per share as set  forth  herein  (the
"Warrant")  (the Warrant and the Shares of Common Stock to be  issued  upon
the   exercise  of  the  Warrant  are  hereinafter  referred  to  as   "the
Securities"); and

     WHEREAS, the Purchaser desires to purchase and the Company desires  to
sell the Securities on the terms and conditions set forth herein;

     NOW,  THEREFORE,  in consideration of these premises  and  the  mutual
covenants and agreements herein contained and other valuable consideration,
the  receipt  and  adequacy of which the parties  hereto  acknowledge,  the
parties have agreed as follows:

     1.   Purchase and Sale of Warrants.  The Company agrees to sell to the
Purchaser  and  upon the basis of the representations and  warranties,  and
subject  to  the  terms  and conditions set forth in  this  Agreement,  the
Purchaser  agrees to purchase the Warrant, the consideration for such  sale
being   the  Purchaser's  material  assistance  in  funding  the  Company's
voluntary  plan  of reorganization.  The Warrant shall be in  the  form  of
Exhibit A hereto.

     2.   Number of Shares and Exercise Price.    The Warrant expires  five
years  from  the date of this Agreement. The purchase price  of  shares  of
Common Stock issuable upon exercise of the Warrants is $1.00 per share.

    3.  Representations and Warranties of the Company.   The representation
and  warranties  of  the  Company set forth in the  Common  Stock  Purchase
Agreement dated December 16, 1996 between the Company and Jose Maria Salema
Garcao      are incorporated herein by reference (the Common Stock Purchase
Agreement  is  attached  hereto as Exhibit B).  In  addition,  the  Company
represents and warrants to the Purchaser as follows:

        (a) The Securities:

(i)   are free and clear of any security interests, liens, claims, or other
encumbrances;

(ii)  have been duly and validly authorized and issued and are, and on  the
Closing Date will be, fully paid and non-assessable;

  (iii)  will not have been, individually and collectively, issued or  sold
in  violation of any pre-emptive or other similar rights of the holders  of
any securities of the Company; and

(iv)  will not subject the holders thereof to personal liability by  reason
of being such holders.

      4.    Representations  and  Warranties  of   the   Purchaser.     The
representations  and warranties of the Purchaser contained  in  the  Common
Stock  Purchase Agreement (Exhibit B hereto) are incorporated by  reference
herein.  In addition, the Purchaser represents and warrants to, and  agrees
with, the Company:
<PAGE> 88
         (a)  No  consent, approval, authorization, or order of any  court,
governmental  agency  or body, or arbitrator having jurisdiction  over  the
Purchaser  is required for execution of this Agreement, including,  without
limitation,  the  purchase of the Securities, or  the  performance  of  the
Purchaser's obligations hereunder.

         (b) The Purchaser understands that no federal or state agency  has
passed on or made any recommendation or endorsement of the Securities.

         (c)  The Company has given the Purchaser the opportunity  to  have
answered  all of the Purchaser's questions concerning the Company  and  its
business  and has made available to the Purchaser all information requested
by  the  Purchaser which is reasonably necessary to verify the accuracy  of
other information furnished by the Company.  The Purchaser has received and
evaluated  all  information about the Company and its  business  which  the
Purchaser deems necessary to formulate an investment decision, and does not
desire any further information.

         (d)  The  Purchaser understands that the Securities have not  been
registered  under the Securities Act and that it must hold  the  Securities
indefinitely  unless the Securities are subsequently registered  under  the
Securities  Act  and qualified under applicable state securities  laws,  or
unless  an exemption from such registration and qualification is available.
The  Purchaser is acquiring the Securities for investment and  without  any
present intention to engage in a distribution thereof.

         (e)  The Purchaser is either (i) acquiring the Securities for  the
Purchaser's own account; or (ii) for the account of another for  which  the
Purchaser  acts as a fiduciary, in which case the Purchaser will so  advise
the   Company.   If  acting  as  a  fiduciary,  the  Purchaser  makes   the
representations, warranties, and covenants as set forth herein on  its  own
behalf and as agent for and on behalf of such other party.

        (f) The Purchaser has the knowledge and experience in financial and
business  matters  to  evaluate  the  merits  and  risks  of  the  proposed
investment.

         (g)  The  Purchaser is an "Accredited Purchaser" as that  term  is
defined under Rule 501 adopted pursuant to the Securities Act.  "Accredited
Purchasers"  are defined in Rule 501 to include among others:  (1)  Various
specified  institutional  Purchasers  (such  as  banks,  savings  and  loan
associations, licensed brokers or dealers, insurance companies,  investment
companies,  small  business investment companies,  employee  benefit  plans
having  assets  in  excess  of $5,000,000, and self-directed  plans  having
investment   decisions  made  solely  by  persons   that   are   Accredited
Purchasers); (2) Any entity with total assets in excess of $5,000,000,  not
formed  for  the specific purpose of acquiring the securities offered;  (3)
Any  person who had individual income in excess of $200,000 in each of  the
two  most recent years or joint income with that person's spouse in  excess
of  $300,000  in  each of those years and has a reasonable  expectation  of
reaching  the same income level this year; (4) Any person whose  individual
net  worth  (or joint net worth with the person's spouse) at  the  time  of
purchase exceeds $1,000,000; (5) Directors and executive officers of Finet;
(6)  Trusts  with total assets in excess of $5,000,000 not formed  for  the
specific  purpose  of acquiring the securities offered, whose  purchase  is
directed  by  a sophisticated person prescribed in Rule 506(b)(2)(ii);  and
(7) Any entity in which all the equity owners are deemed accredited.

    5.  Restrictions on Transfer.  The Purchaser agrees that:

         (a)  The Purchaser will not attempt to transfer the Securities  in
violation of the restrictions set forth in this Agreement.

         (b)  The  Company may note such restrictions on  transfer  in  its
records  and refuse to recognize any transfer which violates this agreement
or  for which the Company has not received an acceptable opinion of counsel
stating that such transfer will not violate such restrictions.
<PAGE> 89

        (c) One or more legends indicating a lack of registration under the
Securities Act and a lack of qualification under state securities laws will
be  imprinted  on the Securities.  One such legend shall read substantially
as follows:

     THE  SECURITIES  HAVE  NOT BEEN REGISTERED  WITH  THE  SECURITIES  AND
EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  AND  ANY
SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION THEREOF MAY BE MADE ONLY (i) IN
A  REGISTRATION  UNDER SAID ACT OR (ii) IF AN EXEMPTION  FROM  REGISTRATION
UNDER  SAID  ACT IS AVAILABLE AND THE COMPANY HAS RECEIVED  AN  OPINION  OF
COUNSEL TO THAT EFFECT REASONABLY SATISFACTORY TO IT.

6.  Affirmative Covenants of the Company.  The Company covenants and agrees
with the Purchaser as follows:

     (a) The Company will appoint to its Board of Directors a person chosen
by the Purchaser.

     (b)  To  provide  an  opinion of counsel to  the  Company  in  a  form
acceptable to the Purchaser.

     7.   Negative Covenants of the Company.  The Company further covenants
and  agrees  that without the prior written approval of the  Purchaser,  it
will not:

(a)      Engage  in  any  business other than the business  engaged  in  or
proposed  to  be engaged in by the Company or any subsidiary  on  the  date
hereof  and  any businesses or activities substantially similar or  related
thereto.

(b)      Issue and sell any  options to purchase more than an aggregate  of
1,000,000  shares of the Company's Common Stock to employees, officers  and
directors  of, and consultants and franchisees to the Company, pursuant  to
any incentive program approved by the Board of Directors of the Company.

(c)     Liquidate or dissolve, merge, consolidate or sell substantially all
of its assets.

(d)      Declare  or  pay any dividends; or purchase, redeem  or  otherwise
acquire for value or make any other distribution with respect to any of the
Company's  capital  stock, other than the repurchase of shares  of  capital
stock  from terminating or terminated employees at a price no greater  than
fair market value.

(e)     Invest, directly or indirectly, in any business or enterprise other
than  in  connection with the operation of its business; provided  however,
pending the use of the net proceeds of this offering in its businesses  the
Company  may  invest  such  net  proceeds in short  term  interest  bearing
deposits and securities.

         (f)   By  amendment of its articles of incorporation, through  the
acquisition  of  Monument  Mortgage, Inc. and Preference  America  Mortgage
Network,  through  the  voluntary reorganization  or  recapitalization,  or
through  any  transfer  of its assets, consolidation, merger,  dissolution,
issue  or sale of securities, or any other voluntary action, avoid or  seek
to  avoid  the observance or performance of any of the terms to be observed
or performed hereunder by the Company.

     8.   Registration Rights.  The Company hereby grants to Purchaser  the
following  registration  rights with respect to the  Common  Shares  to  be
issued upon exercise of the Warrant (the "Shares"):

        (a) Definitions.

         "Commission" shall mean the Securities and Exchange Commission  or
any  other federal agency at the time administering the Securities  Act  of
1933 (the "Securities Act").
<PAGE> 90

          "Register,"   "registered,"  and  "registration"   refer   to   a
registration  effected by preparing and filing a registration statement  in
compliance with the Securities Act of 1933, and the declaration or ordering
of the effectiveness of such registration statement.

         "Registration  Expenses" shall mean all expenses incurred  by  the
Company  in  compliance with the provisions of this Section  8,  including,
without  limitation, all registration and filing fees,  printing  expenses,
fees  and  disbursements  of counsel for the Company,  blue  sky  fees  and
expenses, and the expenses of any special audits incident to or required by
any  such registration (but excluding the compensation of regular employees
of the Company, which shall be paid in any event by the Company).

         "Selling  Expenses"  shall  mean all  underwriting  discounts  and
selling  commissions  applicable to the sale of Shares  and  all  fees  and
disbursements of counsel to Purchaser.

         "Shares"  means  the  Common Shares exercisable  pursuant  to  the
Warrant and any common stock issued with respect thereto (e.g. upon a stock
split or stock dividend).

         "Purchaser"   means the person set forth above and  any  permitted
assignee.

        (b) Company Registration.

             i)  Notice of Registration.  If, at any time after January  1,
1997,  the Company shall determine to register any of its securities either
for  its  own  account  or  the  account of a security  holder  or  holders
exercising  their  respective  demand registration  rights,  other  than  a
registration  relating solely to employee benefit plans, or a  registration
relating solely to a Commission Rule 145 transaction, or a registration  on
any  registration form which does not permit secondary sales,  the  Company
will:

                 a)   promptly  give  to Purchaser written  notice  thereof
(which  shall  include  a list of the jurisdictions in  which  the  Company
intends to attempt to qualify such securities under the applicable blue sky
or other state securities laws); and

                  b)    include  in  such  registration  (and  any  related
qualification  under  blue  sky  laws or  other  compliance),  and  in  any
underwriting  involved  therein, all the  Shares  specified  in  a  written
request  or  requests, made by  Purchaser within fifteen  (15)  days  after
receipt  of  the written notice from the Company described in  this  clause
(i), except as set forth in Section 8(b)(ii) below.

             ii)  Underwriting.  If the registration of which  the  Company
gives notice is for a registered public offering involving an underwriting:
the  Company shall so advise  Purchaser as part of the written notice given
pursuant to Section 8(b) hereof.  In such event, the right of Purchaser  to
registration  pursuant  to  this  Section  8  shall  be  conditioned   upon
Purchaser's  participation  in  such  underwriting  and  the  inclusion  of
Purchaser's  Shares  in  the underwriting to the  extent  provided  herein.
Purchaser shall (together with the Company, its directors and officers, and
any   other   shareholders  distributing  their  securities  through   such
underwriting) enter into an underwriting agreement in customary  form  with
the underwriter or underwriters selected for underwriting by the Company.

      Notwithstanding  any  other provision  of  this  Section  8,  if  the
underwriter determines that marketing factors require a limitation  on  the
number of shares to be underwritten, the underwriter may exclude from  such
registration  and  underwriting  some or all  of  the  Shares  which  would
otherwise  be  underwritten pursuant hereto.  Any  securities  so  excluded
shall  be  apportioned pro rata among Purchaser and any other  shareholders
distributing  their securities through such underwriting according  to  the
total  amount of securities otherwise entitled to be included therein owned
by  such  shareholders or in such other proportions as  shall  mutually  be
agreed upon.
<PAGE> 91
     If Purchaser disapproves of the terms of any such underwriting, it may
elect  to  withdraw  therefrom by written notice to  the  Company  and  the
underwriter.  Any Shares excluded or withdrawn from such underwriting shall
be withdrawn from such registration.

    The Company shall bear all Registration Expenses incurred in connection
with any registration, qualification and compliance by the Company pursuant
to  this  Section .  All Selling Expenses shall be borne by the holders  of
the  securities so registered pro rata on the basis of the number of  their
shares so registered.

             iii  Registration  Procedures.  In the  case  of  registration
effected  by the Company pursuant to this Agreement, the Company will  keep
Purchaser advised in writing as to the initiation of registration and as to
the completion thereof.  At its expense, the Company will:

                 a)  keep such registration effective for a period of three
years  or until Purchaser has completed the distribution described  in  the
registration statement relating thereto, whichever first occurs;

                b)  furnish such number of prospectuses and other documents
incident thereto as Purchaser from time to time may reasonably request; and

                 c)  use its best efforts to register or qualify the Shares
under  the  securities or blue sky laws of such jurisdictions as  Purchaser
may request; provided, however, that the Company shall not be obligated  to
register or qualify such Shares in any particular jurisdiction in which the
Company  would  be  required to execute a general  consent  to  service  of
process in order to effect such registration, qualification, or compliance,
unless  the Company is already subject to service in such jurisdiction  and
except  as  may  be required by the Securities Act or applicable  rules  or
regulations thereunder.

                  d)    Notify  the  holder  of  Shares  covered  by   such
registration  statement at any time when a prospectus relating  thereto  is
required to be delivered under the Act of the happening of any event  as  a
result of which the prospectus included in such registration statement,  as
then in effect, includes an untrue statement of a material fact or omits to
state  a  material fact required to be stated therein or necessary to  make
the  statements  therein not misleading in the light of  the  circumstances
then existing.

        (c) Indemnification

             i)   The Company will indemnify the Purchaser with respect  to
which  registration, qualification or compliance has been effected pursuant
to  this  Agreement,  and each underwriter, if any,  and  each  person  who
controls any underwriter within the meaning of Section 15 of the Securities
Act  or  the  1934  Act, against all expenses, claims, losses,  damages  or
liabilities (or actions in respect thereof), including any of the foregoing
incurred in settlement of any litigation, commenced or threatened,  arising
out of or based on any untrue statement (or alleged untrue statement) of  a
material fact contained in any registration statement, prospectus, offering
circular  or  other  document,  or  any amendment  or  supplement  thereto,
incident to any such registration, qualification or compliance, or based on
any  omission  (or  alleged  omission) to state  therein  a  material  fact
required  to be stated therein or necessary to make the statements therein,
in  the light of the circumstances in which they were made, not misleading,
or  any violation by the Company of the Securities Act, or the 1934 Act, or
any  rule  or regulation promulgated under the Securities Act, or the  1934
Act,  or under any state securities law or under common law, applicable  to
the  Company  in  connection with any such registration,  qualification  or
compliance, and the Company will reimburse the Purchaser, each  such  under
writer and each person who controls any such underwriter, for any legal and
any  other expenses reasonably incurred, as such expenses are incurred,  in
connection with investigating, preparing or defending any such claim, loss,
damage,  liability or action; provided, however, that the Company will  not
be  liable  (i)  for  amounts paid in settlement of any such  loss,  claim,
damage,  liability  or  action if such settlement is effected  without  the
consent  of the Company (which consent shall not be unreasonably  withheld)
and  (ii) in any such case to the extent that any such claim, loss, damage,
liability  or expense arises out of or is based on any untrue statement  or
<PAGE> 92

omission or alleged untrue statement or omission, made in reliance upon and
in  conformity  with written information furnished to  the  Company  by  an
instrument   duly  executed  by  the  Purchaser,  controlling   person   or
underwriter and stated to be specifically for use therein.

             ii)  The  Purchaser will, if Shares held by the Purchaser  are
included in the securities as to which such registration, qualification  or
compliance is being effected, indemnify the Company, each of its  directors
and officers, each underwriter, if any, of the Company's securities covered
by  such a registration statement, each person who controls the Company  or
such  underwriter  within the meaning of Section 15 of the  Securities  Act
against  all claims, losses, damages and liabilities (or actions in respect
thereof) arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any such registration statement,
prospectus,  offering  circular  or other document,  or  any  omission  (or
alleged  omission) to state therein a material fact required to  be  stated
therein  or  necessary to make the statements therein not  misleading,  and
will reimburse the Company, such directors, officers, persons, underwriters
or  control persons for any legal or any other expenses reasonably incurred
in connection with investigating or defending any such claim, loss, damage,
liability  or action, in each case to the extent, but only to  the  extent,
that  such  untrue statement (or alleged untrue statement) or omission  (or
alleged  omission)  is  made  in such registration  statement,  prospectus,
offering circular or other document in reliance upon and in conformity with
written information furnished to the Company by an instrument duly executed
by   the   Purchaser  and  stated  to  be  specifically  for  use  therein.
Notwithstanding  the foregoing, the liability of the Purchaser  under  this
subsection shall not apply to amounts paid in settlement of any such  loss,
claim,  damage, liability or action if such settlement is effected  without
the  consent  of  the  Purchaser (which consent shall not  be  unreasonably
withheld),  and (ii) shall be limited in an amount equal to  the  aggregate
net proceeds of the shares sold by the Purchaser, except to the extent such
liability arises out of or is based on willful misconduct by the Purchaser.

             iii)     Each  party  entitled to indemnification  under  this
Section  8(c)  (the  "Indemnified Party") shall give notice  to  the  party
required  to  provide indemnification (the "Indemnifying  Party")  promptly
after  such Indemnified Party has actual knowledge of any claim as to which
indemnity may be sought, and shall permit the Indemnifying Party to  assume
the  defense  of  any  such  claim or any litigation  resulting  therefrom,
provided  that  counsel for the Indemnifying Party, who shall  conduct  the
defense  of  such claim or litigation, shall be approved by the Indemnified
Party  (whose  approval  shall  not  unreasonably  be  withheld),  and  the
Indemnified Party may participate in such defense at such party's  expense,
and  provided  further that the failure of any Indemnified  Party  to  give
notice  as provided herein shall not relieve the Indemnifying Party of  its
obligations under this Agreement except to the extent that the  failure  to
give  such  notice  is  materially prejudicial to an  Indemnifying  Party's
ability  to  defend such action and provided further, that the Indemnifying
Party  shall  not  assume the defense for matters as to which  there  is  a
conflict of interest or separate and different defenses, but shall pay  the
fees and expenses of one separate counsel retained by the Indemnified Party
in  the event of such conflict of interest.  No Indemnifying Party, in  the
defense of any such claim or litigation, shall, except with the consent  of
each Indemnified Party, consent to entry of any judgment or enter into  any
settlement  which  does not include as an unconditional  term  thereof  the
giving  by the claimant or plaintiff to such Indemnified Party of a release
from all liability in respect to such claim or litigation.

            iv) If the indemnification provided for in this Section 8(c) is
held  by  a  court  of  competent jurisdiction  to  be  unavailable  to  an
indemnified  party with respect to any loss, liability, claim,  damage,  or
expense  referred  to  therein, then the Indemnifying  Party,  in  lieu  of
indemnifying  such  Indemnified Party hereunder,  shall contribute  to  the
amount paid or payable by such Indemnified Party as a result of such  loss,
liability,  claim, damage, or expense in such proportion as is  appropriate
to reflect the relative fault of the Indemnifying Party on the one hand and
of  the Indemnified Party on the other in connection with the statements or
omissions that resulted in such loss, liability, claim, damage, or  expense
as well as any other relevant equitable considerations.  The relative fault
of  the Indemnifying Party and of the Indemnified Party shall be determined
by  reference to, among other things, whether the untrue or alleged  untrue
statement  of  a  material fact or the omission to state  a  material  fact
relates  to  information  supplied by the  indemnifying  party  or  by  the
indemnified  party and the parties' relative intent, knowledge,  access  to
information,  and  opportunity  to correct or  prevent  such  statement  or
omission.
<PAGE> 93

            v)  The obligations of the Company and the Purchaser under this
Section  8(c) shall survive the completion of any offering of Shares  in  a
registration statement under this Section 8 and otherwise.

            vi) Information by Purchaser.  The Purchaser of Shares included
in any registration shall furnish to the Company such information regarding
Purchaser,  the  Shares held by it and the distribution  proposed  by  such
Purchaser as the Company may reasonably request in writing and as shall  be
reasonably  required in connection with any registration, qualification  or
compliance referred to in this Agreement.

             vii)     Transfer of Registration Rights.  The rights to cause
the  Company to register securities granted the Purchaser under  Section  8
may be assigned to a transferee or assignee in connection with any transfer
or  assignment of Shares by the Purchaser provided that: (i) such  transfer
may otherwise be effected in accordance with applicable securities laws and
(ii)  such  assignee  or transferee becomes a party to this  Agreement  and
assumes  all of the obligations of the transferring Purchaser under Section
8.

    9. Rule 144 Reporting.  With a view to making available the benefits of
certain  rules  and regulations of the Commission which  may  at  any  time
permit  the  sale  of  the Shares to the public without  registration,  the
Company agrees to use its best efforts to:

          (a)       Make  and keep public information available,  as  those
terms are understood and defined in Rule 144 under the Securities Act.

          (b)       File with the Commission in a timely manner all reports
and  other documents required of the Company under the Securities  Act  and
the Securities Exchange Act of 1934, as amended; and

          (c)      So long as the Purchaser owns any Shares, to furnish  to
the Purchaser forthwith upon request a written statement by the Company  as
to  its compliance with the reporting requirements of said Rule 144, and of
the  Securities Act and the Securities Exchange Act of 1934, a copy of  the
most  recent  annual  or quarterly report of the Company,  and  such  other
reports  and  documents  of  the  Company  and  other  information  in  the
possession of or reasonably obtainable by the Company as the Purchaser  may
reasonably  request  in availing itself of any rule or  regulation  of  the
Commission  allowing  the  Purchaser to sell any  such  securities  without
registration.

10.  Fees and Expenses.  The Purchaser and the Company each agrees  to  pay
its  own expenses incident to the performance of its obligations hereunder,
except  that the Company agrees to pay the fees, expenses and disbursements
of the Purchaser's counsel.

11.  Survival  of  the  Representations, Warranties, etc.   The  respective
agreements, representations, warranties, indemnities, and other  statements
made  by  or on behalf of the Company and Purchaser, respectively, pursuant
to this Agreement, shall remain in full force and effect, regardless of any
investigation made by or on behalf of the other party to this Agreement  or
any  officer,  director,  or employee of, or person  controlling  or  under
common  control with, such party, and will survive delivery of any  payment
of the Shares.

12.  Notices.   All communications hereunder shall be in writing,  and,  if
sent  to  the  Purchaser shall be sufficient in all respects if  delivered,
sent by registered mail, or by telecopy and confirmed to the Purchaser at:

            Jose Maria Salema Garcao
            Lote CT-14
            Quinta Da Marinha
            2750 Cascais, Portugal

<PAGE> 94

with a copy  sent to:

            Roger S. Mertz, Esq.
            Severson & Werson
            One Embarcadero Center, 26th Floor
            San Francisco, CA 94111

            Tel: (415) 398-3344
            Fax: (415) 956-0439

     or,  if  sent  to the Company, shall be delivered, sent by  registered
mail, or by telecopy and confirmed to the Company at:

Finet Holdings Corporation
235 Montgomery Street, #750
San Francisco, CA 94104

Tel: (415) 658-4150
Fax: (415) 658-4155

with a copy  sent to:

William D. Evers
Miller, Mailliard & Culver, LLP
155 Montgomery Street, Suite 1212
San Francisco, CA 94104

Tel:  (415) 391-4291
Fax:  (415) 391-4292

13. Miscellaneous.

(a)  This Agreement may be executed in one or more counterparts and  it  is
not necessary that signature of all parties appear on the same counterpart,
but  such  counterparts together shall constitute  but  one  and  the  same
agreement.

(b)  This  Agreement shall inure to the benefit of and be binding upon  the
parties hereto, their respective successors and, with respect to Section  9
hereof,  the officers, directors, and controlling persons thereof and  each
person  under common control therewith, and no other person shall have  any
right or obligation hereunder.

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

(d) The headings of the sections of this document have been inserted for
convenience of reference only and shall not be deemed to be a part of  this
Agreement.

<PAGE> 95

IN WITNESS HEREOF, the parties hereto have duly executed and delivered this
Agreement, all as of the day and year first above written.

    COMPANY:

FINET HOLDINGS CORPORATION



By:
President




PURCHASER:




    Jose Maria Salema Garcao





SIGNATURE PAGE TO WARRANT PURCHASE AGREEMENT