<PAGE> 132

                      COMMON STOCK PURCHASE AGREEMENT

THIS COMMON STOCK PURCHASE AGREEMENT is made as of March 21, 1997 between
FINET HOLDINGS CORPORATION, a Delaware corporation (the "Company"), and
JOSE MARIA SALEMA GARCAO (the "Purchaser"):

                                 RECITALS:

WHEREAS, the Company has authorized the issuance and sale pursuant to the
terms and conditions hereof of 1,000,000 shares of its Common Stock (the
"Shares"); and

WHEREAS, the Purchaser desires to purchase and the Company desires to sell
the Shares 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 the Shares. 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 from the Company 1,000,000 shares  of  Common
Stock  in  consideration  for  a cash purchase  price  of  $600,000,  which
aggregate  consideration constitutes a purchase price of $0.60  per  share.
The  purchase  and  sale  transaction shall  be  deemed  a  direct  private
transaction, without compensation due to Commonwealth.

2.   Closing  Date: Delivery. The closing of the purchase and sale  of  the
Shares  shall  be  held at the offices of the Company, 3021  Citrus  Circle
#150,  Walnut Creek, CA 94598 on March 21, 1997 or at such other  time  and
place  as the parties may agree upon. At the closing, subject to the  terms
of  this  Agreement, the Company will deliver to the Purchaser certificates
representing the Shares to be purchased by the Purchaser from the  Company,
against  payment at the closing of the cash purchase price  in  immediately
available funds.

3.   Representations and Warranties of the Company.  The Company represents
and warrants to, and agrees with, the Purchaser that:

(a)             Organization and Standing, Articles and Bylaws. The Company
is  a  corporation duly organized and existing under, and by virtue of  the
laws of the state of Delaware and is in good standing under such laws.  The
Company has the requisite corporate power to own and operate its properties
and  assets,  and  to carry on it business as presently  conducted  and  as
proposed   to   be  conducted.  The  Company  is  qualified,  licensed   or
domesticated as a foreign corporation in all jurisdictions where the nature
of  its  activities  or  of  its properties  owned  or  leased  makes  such
qualification,  licensing  or domestication necessary  at  this  time.  The
Company has furnished you with copies of its Articles of Incorporation  and
Bylaws.  Said  copies  are  true, correct  and  complete  and  contain  all
amendments through the date of this Agreement.

(b)          Corporate  Power. The Company has now, or  will  have  at  the
Closing  Date, all requisite legal and corporate power to enter  into  this
Agreement,  to sell the Shares hereunder, and to carry out and perform  its
obligations under the terms of this Agreement.

(c)          Subsidiaries. The Company has no subsidiaries other  than  (i)
Finet Corporation, which is a wholly-owned subsidiary of the Company;  (ii)
Monument Mortgage, Inc., a wholly-owned subsidiary of the Company; (iii)
<PAGE> 133

PreferenceAmerica  Mortgage  Network, a  wholly  owned  subsidiary  of  the
Company;  (iv) The Property Transaction Network, a wholly owned  subsidiary
of the Company; (v) FWC Shell Company ("FWC"), a wholly-owned subsidiary of
the  Company;  (vi) RPM Affiliates, which is a wholly-owned  subsidiary  of
FWC; (vii) RPM Mortgage, Inc., a wholly-owned subsidiary of FWC; and (viii)
Fremont  Mortgage,  Inc.,  a  wholly-owned  subsidiary  of  FWC  (sometimes
hereinafter  collectively referred to as the "Subsidiaries").  The  Company
does not own, directly or indirectly, shares of stock or other interests in
any other corporation, association, joint venture, or business organization
except  as  may be listed on a Schedule of Exceptions filed as  an  exhibit
hereto.

(d)         Capitalization. The authorized capital stock of the Company  is
30,000,000  shares of Common Stock. The Company's Board  of  Directors  has
resolved  to  request  shareholder approval for an increase  in  authorized
capital  stock to 40,000,000 shares, with such approval informally assented
to  by a holders of a majority of shares outstanding. There are issued  and
outstanding  23,596,150 shares of Common Stock. The issued and  outstanding
shares  of  Common Stock have been duly authorized and validly issued,  are
fully  paid  and  nonassessable  and were issued  in  compliance  with  all
applicable  state and federal laws concerning the issuance  of  securities.
There  are no outstanding rights, options, warrants, conversion rights,  or
agreements  for the purchase or acquisition from the Company of any  shares
of  its  capital stock, except (i) that options for 511,876 shares  of  the
Company's  Common  Stock  have  been granted  to  directors,  officers  and
employees  of  the Company pursuant to the Company's 1989  Incentive  Stock
Option Plan and are currently outstanding; (ii) warrants for 131,167 shares
have  been  granted to underwriters in connection with the  May  1993  Unit
Offering  and warrants for 700,000 shares have been granted to underwriters
in   connection  with  the  December  1996  Offerings,  and  are  currently
outstanding;  and  (iv)  warrants for 4,104,750  Common  shares  have  been
granted to certain bridge lenders and shareholders of the Company.

(e)         Authorization.

(i)                All  corporate action on the part of  the  Company,  its
officers,  directors, and stockholders necessary for the sale and  issuance
of  the  Shares  pursuant  hereto  and the  performance  of  the  Company's
obligations  hereunder,  has  been taken or will  be  taken  prior  to  the
Closing.  This  Agreement is a legal, valid and binding obligation  of  the
Company,  enforceable  against the Company in accordance  with  its  terms,
except as limited by bankruptcy, insolvency, reorganization, moratorium  or
similar  laws  of general application affecting enforcement  of  creditors'
rights,  and except as limited by application of legal principles affecting
the availability of equitable remedies.

(ii)  The  Shares,  when issued in compliance with the provisions  of  this
Agreement, will be validly issued, fully paid and nonassessable,  and  will
be  free of any liens or encumbrances; provided, however, that such  shares
may  be  subject  to  restrictions on transfer under state  and/or  federal
securities  laws  as  set forth herein, and as may be  required  by  future
changes in such laws.

(iii)  No shareholder of the Company has any right of first refusal or  any
preemptive  rights  in connection with the issuance of  the  Shares  or  of
Common Stock by the Company.

(f)          Financial Statements. The Company's audited balance sheet  and
statement   of  income  and  expenses  for  the  fiscal  year  ended   1995
(hereinafter  collectively  referred to as the Financial  Statements)  have
been supplied to the Purchaser are true and correct, have been prepared  in
accordance  with  generally  accepted  accounting  principles  consistently
applied  (except  as  disclosed  therein  and  except  that  the  Financial
Statements  do  not  contain the footnotes required by  generally  accepted
accounting principles), and fairly present the financial condition  of  the
Company  and  the results of the operations of the Company as of  the  date
thereof

(g)          The  Company  has delivered to the Purchaser  a  copy  of  its
Private Placement Memorandum dated March 1, 1997.

<PAGE> 134

(h)         Material Contracts and Commitments. All the material contracts,
commitments, agreements, and instruments to which the Company  is  a  party
are  legal,  valid, binding, and in full force and effect in  all  material
respects  and  enforceable by the Company in accordance  with  their  terms
except as limited by bankruptcy, insolvency, reorganization, moratorium, or
similar  laws  of general application affecting enforcement  of  creditors'
rights,  and except as limited by application of legal principles affecting
the  availability  of equitable remedies. The Company is  not  in  material
default under any of such contracts. A list of all such material contracts,
agreements and instruments is set forth in Exhibit A hereto.

(i)          Compliance  with  Other  Instruments,  None  Burdensome,  etc.
Neither the Company nor any Subsidiary is in violation of any term  of  its
respective Articles of Incorporation or Bylaws, or in any material  respect
of  any  mortgage, indenture, contract, agreement, instrument, or,  to  the
best  knowledge of the Company, any judgment, decree, order, statute, rule,
or regulation applicable to it. The execution, delivery, and performance by
the  Company  of this Agreement, and the issuance and sale  of  the  Shares
pursuant  hereto, will not result in any such violation or be  in  conflict
with or constitute a default under any such term, or cause the acceleration
of  maturity of any loan or material obligation to which the Company or the
Subsidiaries are a party or by which any of them are bound or with  respect
to  which any of them is an obligor or guarantor, or result in the creation
or  imposition of any material lien, claim, charge, restriction, equity  or
encumbrance of any kind whatsoever upon, or, to the best knowledge  of  the
Company  after due inquiry, give to any other person any interest or  right
(including any right of termination or cancellation) in or with respect  to
any  of  the  material properties, assets, business or  agreements  of  the
Company or the Subsidiaries. To the best knowledge of the Company after due
inquiry, no such term or condition materially adversely affects or  in  the
future (so far as can reasonably be foreseen by the Company at the date  of
this  Agreement)  may  materially adversely affect the business,  property,
prospects,  condition,  affairs,  or operations  of  the  Company  and  the
Subsidiary.

(1)          Litigation  etc.  Other than as listed on  Exhibit  B  hereto,
there  are  no actions, proceedings or investigations pending (or,  to  the
best  of  the  Company's knowledge, any basis therefor or threat  thereof),
which,  either in any case or in the aggregate, might result in any adverse
change  in  the business, prospects, conditions, affairs, or operations  of
the Company or in any of its properties or assets, or in any impairment  of
the right or ability of the Company to carry on its business as proposed to
be  conducted, or in any material liability on the part of the Company,  or
which question the validity of this Agreement or any action taken or to  be
taken in connection herewith.

(k)           Governmental   Consent  etc.   No   consent,   approval,   or
authorization  of;  or  designation,  declaration,  or  filing  with,   any
governmental unit is required on the part of the Company in connection with
the  valid execution and delivery of this Agreement, or the offer, sale  or
issuance  of  the  Shares,  or the consummation of  any  other  transaction
contemplated hereby (except qualification or exemption under the California
Corporate  Securities  Law,  which  exemption  or  qualification  will   be
available or obtained and will be effective on the Closing Date).

(1)          Offering.  The  offer,  sale and issuance  of  the  Shares  in
conformity with the terms of this Agreement will not violate the Securities
Act.

(m)          Use of Proceeds. The net proceeds from the sale of the  Shares
shall  be  used for development and expansion of mortgage loan  origination
channels as set forth in the Private Placement Memorandum relating  to  the
offer and sale of the Shares, dated March 1, 1997.

(n)          Insurance.  Neither the Company nor any  of  its  Subsidiaries
maintain in force any insurance policies as of the date of this Agreement.

(o)          Intellectual Property, etc. Neither the Company nor any of its
Subsidiaries own the rights to any trademarks, service marks, trade  names,
copyrights, patents or other intellectual property. Neither the Company nor
any  Subsidiary  has  received any notice or claim of infringement  of  any
patents, inventions, rights, trademarks, trade names or
<PAGE> 135

copyrights  of others with respect to any processes, methods,  formulae  or
procedures  used  by  any of said corporations in the  present  or  planned
conduct of their respective businesses.

(p)  Title to and Condition of Properties. The Company and its Subsidiaries
have  good  and  marketable  title to all  their  respective  tangible  and
intangible property and assets, including those reflected in the  Financial
Statements (except such property or assets as have since December 31,  1995
been sold or otherwise disposed of in the ordinary course of business), and
such  property and assets are subject to no mortgage or security interests,
conditional  sales contract, charge, lien or encumbrance  (except  for  the
lien  of  current  taxes not yet due and payable and such imperfections  of
title,  easements  and  encumbrances, if any, as  are  not  substantial  in
character,  amount or extent and do not materially detract from  the  value
of; or interfere with the present use of the properties subject thereto  or
affected thereby, or otherwise materially impair the business operations of
the  Company  and  any  Subsidiary), and subsequent to  December  31,  1995
neither the Company nor any Subsidiary has sold or disposed of any  of  its
property  and  assets or obligated itself to do so except in  the  ordinary
course of business. Except for such minor defects as are not substantial in
character  and  which  do  not have a materially adverse  effect  upon  the
validity  thereof; all material real and personal property leases to  which
the Company or the Subsidiaries are a party are in good standing, valid and
effective,  and  there  is not under any such lease any  existing  material
default  or  event  which  with  notice or lapse  of  time  or  both  would
constitute  a material default and in respect of which the Company  or  the
Subsidiaries have not taken reasonable steps to prevent such a default from
occurring.

(q)          Taxes.  The Company and the Subsidiaries represent  that  upon
completion  of  the offering of the Shares they will file all  tax  returns
that  are  required to have been filed by them prior to the  date  of  this
Agreement  with  appropriate federal, state, county and local  governmental
agencies or instrumentality's.

(r)          Disclosure. This Agreement, the exhibits hereto, the Financial
Statements,  and  all  certificates  delivered  to  you  pursuant  to  this
Agreement,  when read together, do not contain any untrue  statement  of  a
material  fact and do not omit to state a material fact necessary in  order
to make the statements contained therein or herein not misleading, it being
understood  that  the Private Placement Memorandum contains  estimates  and
projections  which  have been made in good faith  by  the  Company  and  no
warranty of such projections is expressed or implied hereby. There  is,  to
the  best  of  the Company's knowledge, no fact which materially  adversely
affects  the business, prospects, condition, affairs or operations  of  the
Company or any of its properties or assets which has not been set forth  in
this Agreement, the exhibits hereto, or the Financial Statements.

(s)         The Shares:

(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;

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

4.    Representations  and  Warranties  of  the  Purchaser.  The  Purchaser
represents and warrants to, and agrees with, the Company:
<PAGE> 136
(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  Shares,  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 Shares.

(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 verity 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 Shares are being offered and
sold  to it in reliance on specific exemptions or non-application from  the
registration requirements of federal and state securities laws and that the
Company  is  relying  upon the truth and accuracy of  the  representations,
warranties,   agreements,  acknowledgments,  and  understandings   of   the
Purchaser set forth herein in order to determine the applicability of  such
exemptions  or  non-applications and the suitability of  the  Purchaser  to
acquire the Shares.

(e)         The Purchaser is aware that the Shares have not been registered
under  the  Securities  Act by reason of their issuance  in  a  transaction
exempt  form the registration and prospectus delivery requirements  of  the
Securities Act pursuant to Section 4(2) and Regulation D thereof; and  that
they  must  be  held by the Purchaser indefinitely and the  Purchaser  must
therefore bear the economic risk of such investment indefinitely, unless  a
subsequent disposition thereof is registered under the Securities Act or is
exempt from registration. The Purchaser is aware of the provisions of  Rule
144  promulgated under the Securities Act which permits limited  resale  of
shares purchased in a private placement subject to the satisfaction certain
conditions, including, among other things the existence of a public  market
for  the  Shares,  the availability of certain current  public  information
about  the  Company, the resale occurring not less than two years  after  a
party  has  purchased and paid for the security to be sold, the sale  being
through a "broker's transaction" or in transactions directly with a "market
maker"  (as  provided by Rule 144(f) and the number of  shares  being  sold
during  any  three-month  period not exceeding specified  limitations.  The
Purchaser is also aware that, while many of the restrictions of Rule 144 do
not apply to the resale of shares by a person who owned those shares for at
least  three  years  prior to their resale and who is  not  an  "affiliate"
(within  the  meaning of Rule 144(a)) of the issuer and  has  not  been  an
affiliate  of  the issuer for at least three months prior to  the  date  of
resale  of  the  restricted securities, the Company  does  not  warrant  or
represent that you are not an affiliate as of the date of this Agreement or
that you will not be an affiliate at any relevant times in the future.

(f)          Each  instrument representing the Shares may be endorsed  with
the following legends:

(i)                THE  SECURITIES EVIDENCED BY THIS CERTIFICATE  HAVE  NOT
BEEN  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY  NOT
BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS
MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE COMPANY RECEIVES  AN
OPINION   OF   COUNSEL  FOR  THE  HOLDER  OF  THESE  SECURITIES  REASONABLY
SATISFACTORY  TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER,  ASSIGNMENT
OR  HYPOTHECATION  IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS  DELIVERY
REQUIREMENTS OF SUCH ACT.

(ii)               Any  other legend required by California or other  state
securities  laws.The  Company  need not register  a  transfer  of  legended
Shares, and may instruct its transfer agent not to register the transfer of
the Shares, unless one of the conditions specified in the foregoing legends
is satisfied.
<PAGE> 137
(g)          Any legend endorsed on an instrument pursuant to Section  4(f)
hereof and the stop transfer instructions with respect to such Shares shall
be  removed, and the Company shall issue an instrument without such  legend
to  the  holder  of  such Shares if such Shares are  registered  under  the
Securities Act and a prospectus meeting the requirements of Section  10  of
the Securities Act is available of if such holder provides the Company with
an   opinion   of  counsel  for  such  holder  of  the  Shares,  reasonably
satisfactory to the Company, to the effect that a public sale, transfer  or
assignment of such Shares may be made without registration.

(h)          The  Purchaser  is either (i) acquiring  the  Shares  for  the
Purchasers  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. The Purchaser is
acquiring  the Shares for investment and without any present  intention  to
engage m a distribution thereof

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

(j)          The  Purchaser is an "Accredited Investor"  as  that  term  is
defined  under Rule 501 adopted pursuant to the Securities Act. "Accredited
Investor"  are  defined in Rule 501 to include among others:   (1)  Various
specified  institutional  investors  (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 Investors);
(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.   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.

<PAGE> 138
(f)          By  amendment of its articles of incorporation,   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.

6.  Conditions Precedent to the Purchaser's Obligations. The obligations of
the  Purchaser hereunder are subject to the performance by the  Company  of
its  obligations  hereunder  and  to  the  satisfaction  of  the  following
additional conditions precedent on or before the Closing Date:

(a)          The representations and warranties made by the Company in this
Agreement shall, unless waived by the Purchaser, be true and correct as  of
the date hereof and at the Closing Date, with the same force and effect  as
if they had been made on and as of the Closing Date.

(b)          After  the date hereof until the Closing Date there shall  not
have occurred:

(v)                any  change, or any development involving a  prospective
change,  in  either (A) the condition, financial or otherwise,  or  in  the
earnings, business or operations, or in or affecting the properties of  the
Company or (B) the financial or market conditions or circumstances  in  the
United  States,  in  either  case which, in the  Purchaser's  judgment,  is
material  and  adverse and makes it impractical or inadvisable  to  proceed
with the offering, sale, or delivery of the Shares;

(vi)               an  imposition of a new legal or regulatory  restriction
not  in  effect on the date hereof, or any change in the interpretation  of
existing  legal or regulatory restrictions, that materially  and  adversely
affects the offering, sale, or delivery of the Shares; or

(vii)              a  suspension, or material limitation  of;  trading  (A)
generally  on or by the New York Stock Exchange or NASDAQ, or  (B)  of  any
securities  of  the  Company  on any exchange or  in  any  over-the-counter
market.

7.            Conditions  Precedent  to  the  Company's  Obligations.   The
obligations of the Company hereunder are subject to the performance by  the
Purchaser  of  its  obligations hereunder and to the  satisfaction  of  the
following additional condition precedent:

The representations and warranties made by the Purchaser in this Agreement
shall, unless waived by the Company, be true and correct at the Closing
Date, with the same force and effect as if they had been made on, and as
of; the Closing Date.

8.          Registration Rights

(a)                Request  for  Registration. In case  the  Company  shall
receive  from the Purchaser a written request that the Company  effect  any
registration, qualification, or compliance with respect to all or a part of
the  Shares the Company will: (i) as soon as practicable, use its  diligent
best   efforts  to  effect  all  such  registrations,  qualifications   and
compliances   (including,  without  limitations,  the   execution   of   an
undertaking  to  file post-effective amendments, appropriate qualifications
under  the  applicable  blue  sky  or  other  state  securities  laws   and
appropriate  compliance  with  exemptive  regulations  issued   under   the
Securities  Act and any other governmental requirements or regulations)  as
may  be  so  requested  and  as would permit or  facilitate  the  sale  and
distribution  of  all  or  such portion of the Purchaser's  Shares  as  are
specified in such request, together with all or such portion of the  Shares
of  any  Holder  or Holders joining in such request as are specified  in  a
written  request  given within thirty days after receipt  of  such  written
notice  from the Company; provided that the Company shall not be  obligated
to take any action to effect such registration, qualification or compliance
pursuant  to this clause (i): (A) After the Company has effected  two  such
registrations pursuant to this
<PAGE> 139

subparagraph  (i)  and  such registrations have been  declared  or  ordered
effective;  or (B) if the amount of securities being offered  for  sale  is
less than 25 percent of the Shares.

Subject to the foregoing clauses (A) through (B), the Company shall file  a
registration statement covering the Shares so requested to be registered as
soon  as  practical, but in any event within ninety days, after receipt  of
the  request or requests of the Purchaser; provided, however, that  if  the
Company  shall  furnish  to  such Purchaser a  certificate  signed  by  the
President  of  the Company stating that in the good faith judgment  of  the
Board of Directors it would be seriously detrimental to the Company and  it
stockholders for such registration statement to be filed at the date filing
would be required and it is therefore essential to defer the filing of such
registration statement, the Company shall have an additional period of  not
more than ninety days within which to file such registration statement.

(b)          In any event, the Company shall use its best efforts to  cause
such  registration statement to become effective within  150  days  of  the
closing date, and to keep such registration statement effective for  up  to
three years.

(c)          Expenses of Registration.  All expenses incurred in connection
with  any  registration,  qualification  or  compliance  pursuant  to  this
Agreement,  including  without limitation, all  registration,  filing,  and
qualification  fees, printing expenses, fees and disbursements  of  counsel
for  the  Company,  and  expenses of any special audits  incidental  to  or
required by such registration, shall be borne by the Company.

(d)         Indemnification

(i)               The Company will indemnify the Purchaser with respect  to
such  registration, qualification, or compliance effected pursuant to  this
paragraph,  and each underwriter, if any, and each person who controls  any
underwriter of the Shares held by or issuable to the Purchaser, against all
claims,  losses,  damages, and liabilities (or actions in respect  thereto)
arising  out  of  or  based  on  any untrue statement  (or  alleged  untrue
statement)  of  a  material  fact contained  in  any  prospectus,  offering
circular  or other document (including any related registration  statement,
notification or the like) 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 not misleading, or any violation by the Company  of
any  rule or regulation promulgated under the Securities Act applicable  to
the  Company and relating to action or inaction required of the Company  in
connection  with  any such registration, qualification, or compliance,  and
will  reimburse  the Purchaser, each such underwriter and each  person  who
controls  any  such  underwriter, for any  legal  and  any  other  expenses
reasonably incurred in connection with investigating or defending any  such
claim,  loss,  damage, liability or action, provided that the Company  will
not  be  liable in any such case to the extent that any such  claim,  loss,
damage  or  liability arises out of or is based on any untrue statement  or
omission  based  upon written information furnished to the  Company  by  an
instrument duly executed by such Purchaser or underwriter specifically  for
use therein.

(ii)  The  Purchaser will, if Shares held by or issuable to such  Purchaser
are   included   in   the  securities  as  to  which   such   registration,
qualification, or compliance is being effected indemnity the Company,  each
of  its  directors and officers who sign such registration statement,  each
underwriter,  if  any,  of  the  Company's securities  covered  by  such  a
registration statement, and each person who controls the Company within the
meaning  of  the Securities Act, against all claims, losses,  damages,  and
liabilities (or actions in respect thereto) 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,  or underwriters 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
<PAGE> 140

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 such Purchaser specifically  for
use therein.

(iii) Each party entitled to indemnification under this paragraph (d)  (the
Indemnified  Party)  shall  give notice to the party  required  to  provide
indemnification  (the Indemnifying Party) promptly alter  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  be  unreasonably  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
paragraph.  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.

(e)  Transfer  of Registration Rights. The rights to cause the  Company  to
register  the  securities granted to the Purchaser  by  the  Company  under
Section  8 may be assigned by the Purchaser to a transferee or assignee  of
any  of the Purchaser's Shares, provided, that the Company is given written
notice  by  the Purchaser at the time of or within a reasonable time  after
said  transfer, stating the name and address of said transferee or assignee
and  indemnifying  the securities with respect to which  such  registration
rights are being assigned.

9.  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.

10.  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.

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

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

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:
<PAGE> 141
Finet Holdings Corporation
3021 Citrus Circle #150
Walnut Creek,  CA 94598

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

with a copy sent to:

William D. Evers, Esq.
Evers & Andelin, LLP
155 Montgomery Street, Suite 1212
San Francisco, CA 94104

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

12. 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.

IN WITNESS HEREOF, the parties hereto have duly executed and delivered this
Agreement, all as of the day and year first above written.
(a)
(b) COMPANY:
(c) FINET HOLDINGS CORPORATION

By: /s/ Jan Hoeffel
    President
(d)
(e) PURCHASER:

By: /s/ Jose Maria Salema Garcao

     Jose Maria Salema Garcao