<PAGE> 156

                      COMMON STOCK PURCHASE AGREEMENT

THIS  COMMON STOCK PURCHASE AGREEMENT is made as of the date set  forth  on
the  signature  page attached hereto (the "Signature Page")  between  FINET
HOLDINGS  CORPORATION,  a  Delaware corporation (the  "Company"),  and  the
persons  listed  on  Exhibit A who are signatories to this  Agreement  (the
"Purchaser"):

    THE PARTIES HEREBY AGREE AS FOLLOWS:

1.   Purchase and Sale of the Shares.  Subject to the terms and  conditions
of  this  Agreement,  each  of the Purchasers agrees  to  purchase  at  the
Closing, and the Company agrees to sell and issue to each of the Purchasers
at   the   Closing,  severally  and  not  jointly,  against  cash  payment,
cancellation of indebtedness or cancellation of interest owed,  the  number
of  shares of the Company's Common Stock (the "Shares") set forth  opposite
each Purchaser's name in Exhibit A to this Agreement at a purchase price of
$1.00 per Share.

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,
Suite  150,  Walnut Creek, California 94598 on April 15, 1997  or  at  such
other time and place as the parties may agree upon (the "Closing").  At the
Closing,  subject to the terms of this Agreement, the Company will  deliver
to  each of the Purchasers a certificate representing the number of  Shares
to  be purchased by the Purchaser from the Company, against payment at  the
Closing  of  the cash purchase price in immediately available funds  or  by
cancellation of the Company's indebtedness to the Purchaser in  the  amount
set forth on Exhibit A.

3.   Representations and Warranties of the Company.  The Company represents
and warrants to, and agrees with, the Purchasers 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)
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,
<PAGE> 157

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  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 are currently outstanding; (iii) warrants for 700,000  shares
have  been  granted  to underwriters in connection with the  December  1996
Private  Placements, and are currently outstanding; and (iv)  warrants  for
4,104,750 Common shares have been granted to certain bridge lenders 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)  which
have  been  supplied  to  the Purchasers 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.

(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 B hereto.

<PAGE> 158
(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.

(j)      Litigation, etc.   Other than as listed on Exhibit C 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  exemption  notice filings under the Blue Sky  securities  laws  of
those  states in which offers or sales may be made in connection with  this
Offering,  which filings have been or will be timely made so as  to  comply
with such laws).

(l)     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     to    implement    the    Company's     voluntary
reorganization/recapitalization plan 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  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
September  30,  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
<PAGE> 159

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 September 30, 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 instrumentalities.

(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, the  Financial  Statements  or  the
Private Placement Memorandum.

(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  Purchasers.   Each  of  the
Purchasers  represents and warrants to, and agrees  with,  the  Company  as
follows:

(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 verify the accuracy  of  other
information furnished by the Company.  The
<PAGE> 160

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  from 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 for an indeterminate period  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 SUCHSALE, TRANSFER, ASSINGMENT 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.

(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 or 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.
<PAGE> 161
(h)  The  Purchaser is either (i) acquiring the Shares 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. The Purchaser is
acquiring  the Shares for investment and without any present  intention  to
engage in 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
Investors"  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.

         (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.
<PAGE> 162

6.   Conditions Precedent to the Purchasers' Obligations.  The  obligations
of  each of the Purchasers 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  each  of  the
Purchasers  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
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
<PAGE> 163

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, indemnify 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  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 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
<PAGE> 164

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  identifying  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:

        Finet Holdings Corporation
        235 Montgomery Street, #750
        San Francisco, CA 94104
<PAGE> 165

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

with a copy sent to:

            William D. Evers, Esq.
            Miller, Mailliard & Culver, 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.

    COMPANY:

FINET HOLDINGS CORPORATION



By:
President



    PURCHASER:



By:
Jose Maria Salema Garcao