<PAGE> 177

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT  BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933,  AS  AMENDED  (THE
"SECURITIES  ACT") OR ANY STATE SECURITIES LAWS ("STATE SECURITIES  LAWS"),
AND  MAY  NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE
DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES
ACT  AND APPLICABLE STATE LAWS OR AN OPINION OF COUNSEL IS OBTAINED STATING
THAT  SUCH  DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE  EXEMPTION  FROM
SUCH REGISTRATION.

Expires at 5:00p.m. Eastern Time on April 28, 2000
FINET HOLDINGS CORPORATION

WARRANT FOR THE PURCHASE
OF SHARES OF COMMON STOCK

No. W-97 -xxa                       xx,000     Warrants

FOR VALUE RECEIVED, FINET HOLDINGS CORPORATION, a Delaware corporation (the
"Company"), hereby certifies that:

or  his/her  assigns (the "Holder"), is entitled, subject to the provisions
of  this Warrant, to purchase from the Company, up to     5,000       fully
paid and non-assessable shares of Common Stock.. The purchase price of  one
share of Common Stock (the "Exercise Price") shall be the following:

$1.50 until 5:00p.m. Eastern Time on April 30, 1998
$2.50 until 5:00p.m. Eastern Time on April 30, 1999
$3.50 until 5:00p.m. Eastern Time on April 28, 2000

The  term "Common Stock" means the Common Stock, par value $.01 per  share,
of  the Company as constituted as of March 25, 1997 (the "Issue Date"). The
shares of Common Stock to be received upon the exercise of this Warrant are
hereinafter  referred to as "Warrant Stock." The term "Company"  means  and
includes the corporation named above as well as (i) any immediate  or  more
remote successor corporation resulting from the merger or consolidation  of
such corporation (or any immediate or more remote successor corporation  of
such corporation (or any immediate or more remote successor corporation  of
such corporation) to which it has transferred its property or assets as  an
entirety or substantially as an entirety.

Upon  receipt by the Company of evidence reasonably satisfactory to  it  of
the  loss,  theft, destruction or mutilation of this Warrant, and  (in  the
case   of   loss,   theft   or  destruction)  of  reasonably   satisfactory
indemnification,  and upon surrender and cancellation of this  Warrant,  if
mutilated,  the  Company shall execute and deliver a new  Warrant  of  like
tenor  and  date.  Any  such  new  Warrant  executed  and  delivered  shall
constitute an additional contractual obligation on the part of the Company,
whether or not his Warrant so lost, stolen, destroyed or mutilated shall be
at any time enforceable by anyone.

The Holder agrees with the Company that this Warrant is issued, and all the
rights  hereunder  shall  be  held,  subject  to  all  of  the  conditions,
limitations and provisions set forth herein.
<PAGE> 178

1.     Exercise of Warrant.

         (a) This Warrant may be exercised in whole or in part at any time,
or  from time to time, during the period commencing on the date hereof  and
expiring  at  5:00  p.m.  Eastern Time on April 28, 2000  (the  "Expiration
Date"), by presentation and surrender of this Warrant to the Company at its
principal  office  with  the  Warrant Exercise Form  attached  hereto  duly
executed  and  accompanied by payments (either in cash or by  certified  or
official bank check, payable to order of the Company) of the Exercise Price
for  the  number  of  shares  specified in such  form  and  instruments  of
transfer,  if appropriate, duly executed by the Holder or his or  her  duly
authorized attorney. If this Warrant should be exercised in part only,  the
Company shall, upon surrender of this Warrant for cancellation, execute and
deliver  a  new  Warrant  evidencing the rights of the  Holder  thereof  to
purchase  the balance of the shares purchasable hereunder. Upon receipt  by
the  Company  of  this Warrant, together with the Exercise  Price,  at  its
office  in proper form for exercise, the Holder shall be deemed to  be  the
holder of record of the shares of Common Stock issuable upon such exercise,
notwithstanding that the transfer books of the Company shall then be closed
or  that  certificates representing such shares of Common Stock  shall  not
then  be  actually delivered to the Holder.  The Company shall pay any  and
all documentary stamp or similar issue or transfer taxes payable in respect
of  the  issue  or delivery of shares of Common Stock on exercise  of  this
Warrant.

    (b) The Holder hereby acknowledges that neither this Warrant nor any of
the  securities  that  may  be  acquired upon  exercise  of  this  Warrant,
including  the Warrant Stock and the Other Securities, have been registered
under  the  Securities Act or under the State Securities Laws.  The  Holder
acknowledges  that,  upon exercise of this Warrant, the  securities  to  be
issued  upon such exercise may be subject to applicable federal  and  state
securities  (or  other)  laws  requiring  registration,  qualification   or
approval of governmental authorities before such securities may be  validly
issued  or  delivered  upon  notice of such exercise.  The  Company's  sole
obligation  to  any Holder upon exercise hereof shall be to  use  its  best
efforts  to  obtain exemptions from registration or qualification  for  the
issuance  of such securities under applicable state and federal  securities
laws,  and  the Holder further agrees that the issuance of such  securities
shall be deferred until such exemption shall have been obtained; and it  is
further  agreed  that  the Company shall have no other  obligation  to  the
Holder for the non-issuance of such securities except to return the Warrant
so  rendered and to refund the Holder any consideration tendered in respect
to  the  Exercise Price. With respect to any such securities, this  Warrant
may  not be exercised by, and securities shall not be issued, to any Holder
in  any  state  in which such exercise would be unlawful. Any  restrictions
imposed  by this section upon the exercise of this Warrant shall cease  and
terminate  as  to  any  particular shares of Common  Stock  (a)  when  such
securities  shall  have been registered under the Securities  Act  and  all
applicable State Securities Laws, or (b) when, in the opinion of Counsel to
the  Company, such restrictions are no longer required in order  to  ensure
compliance with the Securities Act or any applicable State Securities Laws.

2.      Reservation of Shares. The Company shall at all times  reserve  for
issuance  and delivery upon exercise of this Warrant all shares  of  Common
Stock from time to time receivable upon exercise of this Warrant. All  such
shares  (and  Other Securities) shall be duly authorized and,  when  issued
upon  such exercise, shall be validly issued, fully paid and non-assessable
and free of all preemptive rights.

3.      Fractional  Shares.  No  fractional shares  or  scrip  representing
fractional  shares shall be issued upon the exercise of this  Warrant,  but
the  Company shall pay the Holder an amount equal to the fair market  value
of  such  fractional share of Common Stock in lieu of each  fraction  of  a
share  otherwise called for upon any exercise of this Warrant. For purposes
of  this Warrant, the fair market value of a share of Common Stock shall be
determined as follows:

     (a) If the Common Stock is listed on a national securities exchange or
admitted  to  unlisted trading privileges on such exchange  or  listed  for
trading  on the NASDAQ system, the current market value shall be  the  last
reported sale price of the Common Stock on such exchange or system  on  the
last  business day prior to the date of exercise of this Warrant, or if  no
such  sale  is made on such day, the average of the closing bid  and  asked
prices for such day on such exchange or system; or
<PAGE> 179

     (b)  If the Common Stock is not listed or admitted to unlisted trading
privileges, the current market value shall be the mean of the last reported
bid and asked prices reported by the National Quotation Bureau, Inc. on the
last business day prior to the date of the exercise of this Warrant; or

     (c)  If  the  Common  Stock is not so listed or admitted  to  unlisted
trading  privileges  and  bid and asked prices are  not  so  reported,  the
current  market value shall be an amount, not less than book value  thereof
as at the end of the most recent fiscal year of the Company ending prior to
the  date  of  the  exercise of the Warrant, determined in such  reasonable
manner as may be prescribed by the Board of Directors of the Company.

4.      Exchange, Transfer. Assignment or Loss of Warrant.  This Warrant is
exchangeable,  without  expense,  at  the  option  of  the   Holder,   upon
presentation  and  surrender hereof to the Company for  other  Warrants  of
different  denominations,  entitling  the  Holder  or  Holders  thereof  to
purchase  in  the  aggregate  the same number of  shares  of  Common  Stock
purchasable hereunder. Upon surrender of this Warrant to the Company at its
principal office with the Assignment form annexed hereto duly executed  and
funds  sufficient  to  pay  any transfer tax, the  Company  shall,  without
charge, execute and deliver a new Warrant in the name of the assignee named
in  such  instrument  of  assignment and this  Warrant  shall  promptly  be
canceled. This Warrant may be divided or combined with other Warrants  that
carry the same rights upon presentation hereof at the office of the Company
together  with  a written notice specifying the names and denominations  in
which new Warrants are to be issued and signed by the Holder hereof.

5.      Rights  of the Holder. The Holder shall not, by virtue  hereof,  be
entitled to any rights of a stockholder in the Company, either at law or in
equity, and the rights of the Holder are limited to those expressed in this
Warrant.

6.      Redemption. The Company shall have the right, upon the giving of at
least 30 days' prior written notice to the Holders of all the Warrants,  to
redeem  all of the Warrants at a price of $.05 per Warrant (the "Redemption
Price")  commencing one year from the Issue Date, provided that the average
closing  bid  price  per share of the Common Stock in the  over-the-counter
market  as  reported  on  the  American  Stock  Exchange  Emerging  Company
Marketplace (or the average closing sales price on the primary exchange  or
NASDAQ  on which the Common Stock is traded, if the Common Stock is  traded
on  a  national  securities exchange or NASDAQ) for 20 consecutive  trading
days,  ending  not  more than 15 calendar days prior to  the  date  of  the
redemption  notice, equals or exceeds at least 200% of the  then  effective
exercise  price of the Warrants. All Warrants issued on this date  must  be
redeemed  if  any  are  redeemed.  Such notices  of  redemption  shall  (a)
designate  the date of redemption which date shall not be less than  30  or
more  than  60 days from the date of such notice, (b) state the  Redemption
Price  and that payment therefor will be made upon surrender of the Warrant
at  the  offices of the Company and (c) indicate that the right to exercise
the  Warrant  will terminate at the close of business on the  business  day
prior  to the redemption date. If the giving of notice of redemption  shall
be  given as aforesaid, the right to exercise the Warrant will terminate at
the close of business on the business day prior to the redemption date, and
the  Holder of this Warrant shall thereafter be entitled upon surrender  of
this Warrant only to receive the Redemption Price without interest.

7.      Transfers to Comply with the Securities Act. The Company  shall  be
under  no  obligation to transfer this Warrant, or any of the Common  Stock
issued  upon  exercise of this Warrant, unless and until the Company  shall
have  received an opinion of counsel, reasonably acceptable to the Company,
that  such  transfer does not require registration of any  such  securities
under  the  Securities  Act or any applicable state securities  laws.  This
Warrant  and  any  Warrant  Stock or Other  Securities  may  not  be  sold,
transferred,  pledged,  hypothecated or otherwise  disposed  of  except  as
follows: (a) to a person who, in the opinion of counsel to the Company,  is
a  person to whom this Warrant or the Warrant Stock or Other Securities may
legally  be transferred without the delivery of a current prospectus  under
the Securities Act with respect thereto and then only against receipt of an
agreement  of such person to comply with the provisions of this  Section  7
with respect to any resale or other disposition of such securities; or  (b)
to  any  person upon delivery of a prospectus then meeting the requirements
of  the Securities Act relating to such securities and the offering thereof
for such sale or disposition, and thereafter to all successive assignees.
<PAGE> 180

8.      Legend. Unless the shares of Warrant Stock or Other Securities have
been  registered  under the Securities Act, upon exercise  of  any  of  the
Warrants  and  the  issuance of any of the shares  of  Warrant  Stock,  all
certificates   representing  shares  shall  bear  on   the   face   thereof
substantially the following legend:

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT  BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933,  AS  AMENDED  (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS ("STATE LAWS"), AND MAY  NOT
BE  SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF,
UNLESS  REGISTERED  PURSUANT TO THE PROVISIONS OF THE  SECURITIES  ACT  AND
APPLICABLE  STATE  LAWS OR AN OPINION OF COUNSEL IS OBTAINED  STATING  THAT
SUCH  DISPOSITION  IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION  FROM  SUCH
REGISTRATION.

9.      Supplements  and  Amendments. The Company may  from  time  to  time
supplement  or amend this Warrant Certificate without the approval  of  any
Holder of Warrant Certificate in order to cure any ambiguity, to correct or
supplement  any  provision  contained herein  which  may  be  defective  or
inconsistent with any provisions herein, or to make any other provisions in
regard to matters or questions arising hereunder which the Company may deem
necessary or desirable and which the Company shall not adversely affect the
interests of the Holders of Warrant Certificates.

10.     Notices.  All notices required hereunder shall be  in  writing  and
shall be deemed given when telegraphed, delivered personally or within  two
days  after  mailing when by certified or registered mail,  return  receipt
requested,  addressed  to the Company at the address  set  forth  below  or
addressed to the Holder at the address set forth on the first page, as  the
case  may  be, or at such other address of which the Company or the  Holder
has been advised by notice hereunder.

Company:    Finet Holdings Corporation
        3021 Citrus Circle, Suite 150
        Walnut Creek, CA 94598
        Attention:  Jan Hoeffel, President

11.     Applicable  Law.  The Warrant is issued under  and  shall  for  all
purposes  be governed by and construed in accordance with the laws  of  the
State of Delaware.

12.     Captions.  The  caption headings of the Sections  of  this  Warrant
Certificate are for convenience of reference only and are not intended, nor
should  they be construed as, a part of this Warrant Certificate and  shall
be given no substantive effect.

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on its
behalf,  in its corporate name, by its duly authorized officer, all  as  of
the day and year first above written.

FINET HOLDINGS CORPORATION

By: ________________________
President

ATTEST:


By: ________________________
<PAGE> 181

WARRANT EXERCISE FORM


The undersigned hereby irrevocably elects to exercise the within Warrant to
the extent of purchasing _________ shares of Common Stock of Finet Holdings
Corporation,  a  Delaware  corporation,  and  hereby  makes  payment  of  $
________________________ in payment therefor.

INSTRUCTIONS FOR ISSUANCE OF STOCK
(if other than to the registered holder of the within Warrant)



(f)                                                                    Name
_______________________________________________________________________
     (Please typewrite or print in block letters)
(g)
Address____________________________________________________________________
__
___________________________________________________________________________
__


Social Security  or
Taxpayer                       Identification                        Number
__________________________________________________


and  if such number of Warrants shall not be all Warrants evidenced by this
Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the Holder at  the
address stated below.






IMPORTANT:       PLEASE       COMPLETE       THE       FOLLOWING       PAGE
<PAGE> 182

1.  The exercise of this Warrant was not solicited unless the following box
is checked. [      ]


2.  The exercise of this Warrant was solicited by

    _______________________________________________________________________


Dated:_________________, 199__

_____________________________               _____________________________
Signature, if jointly held                  Signature

_____________________________               _____________________________
Print Name                          Print Name


_____________________________               _____________________________

_____________________________               _____________________________
Address                         Address

_____________________________               _____________________________
Social Security Number                  Social Security Number or
Taxpayer Identification Number              Taxpayer Identification Number

_____________________________               _____________________________
Signature Guaranteed                        Signature Guaranteed

_____________________________               _____________________________
<PAGE> 183

ASSIGNMENT FORM


FOR VALUE RECEIVED,_______________________________________________________
hereby sells, assigns and transfers unto
Name_______________________________________________________________________
_
    (Please typewrite or print in block letters)

the  right  to  purchase  Common  Stock of Finet  Holdings  Corporation,  a
Delaware  corporation, represented by this Warrant to the extent of  shares
as  to  which  such  right  is  exercisable  and  does  hereby  irrevocably
constitute and appoint____________________________________________
Attorney, to transfer the same on the books of the Company with full  power
of substitution in the premises.

Dated:______________, 199__

__________________________
Signature

__________________________
Signature, if jointly held

__________________________
Print Name

__________________________
Print Name