<PAGE> 101

                      COMMON STOCK PURCHASE AGREEMENT

THIS  COMMON  STOCK  PURCHASE AGREEMENT is made as  of  December  30,  1996
between FINET HOLDINGS CORPORATION, a Delaware corporation (the "Company"),
and   each  of  the  purchasers  (unless  otherwise  stated,  the  singular
"Purchaser"  shall include the plural "Purchasers", and vice  versa)  whose
names  and  authorized signatures appear on the signature page hereto  (the
"Signature Page").

                             R E C I T A L S:

WHEREAS,  the  Company  has authorized the issuance and  sale  outside  the
United  States  (as that term is defined in Regulation S  ("Regulation  S")
under the United States Securities Act of 1933, as amended (the "Securities
Act") of 6,000,000 shares of its Common Stock (the "Shares); and

WHEREAS, the Purchasers 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
Purchasers  and  upon the basis of the representations and warranties,  and
subject  to  the  terms and conditions, set forth in  this  Agreement,  the
Purchasers, severally but not jointly, agree to purchase that number of the
Shares  for the purchase price set forth opposite such Purchaser's name  on
the Signature Page.

2.   Closing Date; Escrow; Delivery. Subject to the Company satisfying  the
conditions for becoming a Reporting Issuer as that term is defined in  Rule
902(l)  of  Regulation S of the Securities Act, by or  before  January  15,
1997,  the  closing date shall be the date the Company becomes a  Reporting
Issuer (the "Primary Closing Date").  In such event, on the Primary Closing
Date each of the Purchasers shall deliver payment of the Purchase Price for
such  Purchaser's Shares in immediately available funds to the  Company  or
its  appointed  agent,  and  certificates representing  the  Shares  to  be
purchased by the Purchasers shall be delivered by the Company to an  escrow
account  for  the Purchasers maintained with Continental Stock  Transfer  &
Trust Company, Inc. or comparable escrow agent.  On the 41st day after  the
Primary  Closing  Date  the Share certificates,  whose  transfer  shall  be
unrestricted, shall be released from escrow to the Purchasers.

If  the  Company does not satisfy the conditions for becoming  a  Reporting
Issuer  by or before January 15, 1997, the Purchasers shall have the option
to  purchase  the Shares.  The closing date in such event will be  mutually
agreed  upon  by the parties (the "Alternative Closing Date") (the  Primary
and  Alternative Closing Dates are collectively referred to herein  as  the
"Closing  Date").   On  the Alternative Closing Date the  Purchasers  shall
deliver payment of the Purchase Price to the Company or its appointed agent
and the Company shall deliver the Share certificates to the Purchasers with
appropriate  Regulation S restrictive legends.  The  Purchasers  understand
that  if  the Company does not become a Reporting Issuer by or  before  the
Alternative Closing Date, its Share ownership may be subject to up to a  12
month Restricted Period as defined in Rule 902(m) of Regulation S.

     3.   Representations  and  Warranties of  the  Company.   The  Company
represents and warrants to, and agrees with, the Purchasers that:
<PAGE> 102

(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)
Finet Correspondent, Inc., a wholly-owned subsidiary of the Company;  (iii)
FWC  Shell  Company  ("FWC"),  which is a wholly-owned  subsidiary  of  the
Company;  (iv) RPM Affiliates, a wholly-owned subsidiary of  FWC;  (v)  RPM
Mortgage,  Inc.,  a  wholly-owned  subsidiary  of  FWC;  and  (vi)  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.  There  are  issued  and  outstanding
8,796,576  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  438,876 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) a debenture convertible  into  a  maximum  of
2,000,000  shares of Common Stock is issued and outstanding  to  Cumberland
Partners;   (iii)  warrants  for  131,167  shares  have  been  granted   to
underwriters  in  connection  with the May  1993  Unit  Offering,  and  are
currently  outstanding; and (iv) warrants for 425,000  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.


<PAGE> 103

(f)       Financial  Statements.   The  Company's  audited  balance  sheet,
statement  of income and expenses, and Annual Report on Form 10-K  for  the
year  ended  December 31, 1995 and the Company's unaudited balance  sheets,
statements of income and expenses, and Quarterly Reports on Form  10-Q  for
the 3-month periods ending March 31, 1996, June 30, 1996, and September 30,
1996  (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 October 1, 1996.

(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  the  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
Subsidiary  is  are a party or by which either of them  is  bound  or  with
respect  to which either 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 Subsidiary.  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 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).

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

<PAGE> 104

(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 dated October 1, 1996.

(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  the
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 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 the  Subsidiary),  and
subsequent  to September 30, 1995 neither the Company nor the  Subsidiaries
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 has 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
projects  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;


<PAGE> 105

(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

(v)  will be, upon release from escrow at the termination of the Regulation
S  Restricted  Period,  issued  to  the  Purchaser  free  of  any  transfer
restrictions or legends.

(t)  The  Company  is  not  currently a  Reporting  Issuer  as  defined  in
Regulation  S  and acknowledges that attaining such status is  a  condition
precedent to the Purchaser's obligations hereunder.

(u)  The  sale  of the Shares pursuant to this Agreement will  be  made  in
accordance  with  the  provisions  and requirements  of  Regulation  S  and
applicable state or foreign law.

(v) No offer to buy the Shares was made to the Company by any person in the
United States.

(w) None of the Company, any affiliate of the Company, or any person acting
on behalf of the Company or any such affiliate has engaged, or will engage,
in  any  Directed  Selling  Efforts with  respect  to  the  Shares  or  any
distribution,  as that term is used in the definition of Distributor,  with
respect to the Shares.

(x) The transactions contemplated by this Agreement:

(i)  have not been prearranged with a purchaser who is in the United States
or who is a U.S. Person; and

(ii)  are not part of a plan or scheme to evade the registration provisions
of the Act.

(y)  Neither the Company, nor any affiliate of the Company, nor any  person
acting on their behalf, has undertaken or carried out any activity for  the
purpose  of,  or that could reasonably be expected to have the  effect  of,
conditioning  the  market  in the United States  for  any  of  the  Shares,
including,   but  not  limited  to,  general  solicitation  activities   or
advertising.

4.   Representations  and  Warranties of the  Purchaser.   Each  Purchaser,
severally but not jointly, represents and warrants to, and agrees with, the
Company:

(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 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.


<PAGE> 106

(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 not a U.S. Person (as defined in Regulation S) and  is
not an affiliate of the Issuer.

(f) No offer of the Shares was made to the Purchaser in the United States.

(g)  At  the time the buy order for the Shares was originated the Purchaser
was located outside the United States.

(h)  The Purchaser is aware that the Shares have not been and will  not  be
registered  under  the  Securities Act and may  be  offered  or  sold  only
pursuant to registration under the Securities Act or an available exemption
therefrom.   The  Purchaser  is acquiring the  Shares  for  investment  and
without any present intention to engage in a distribution thereof.

(i)  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.

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

          (k)    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.

(l)  The  Purchaser understands that if the Company does not qualify  as  a
Regulation  S  Reporting  Company  as  of  the  Alternative  Closing  Date,
appropriate  legends restricting transfer will be placed  on  each   Common
Stock share certificate delivered at such time.

(m) The Purchaser:

(i)  will not, during the period commencing on the Primary Closing Date and
ending on the day 40 days after the Primary Closing Date, or alternatively,
the  period commencing on the Alternative Closing Date and ending 12 months
to  the  day after such date (the "Restricted Period"), offer or  sell  the
Shares in the United States, to a U.S. Person or for the account or benefit
of  a  U.S.  Person or other than in accordance with Rule  903  or  904  of
Regulation  S,  pursuant  to  registration under  the  Securities  Act,  or
pursuant to an available exemption from registration; and
<PAGE> 107

(ii)  will not, after the expiration of the Restricted Period, offer, sell,
pledge,  or  otherwise transfer the Shares in the United States during  the
period  ending  120 days from the Primary Closing Date unless  such  offer,
sale,  pledge  or  other  transfer is pursuant to  registration  under  the
Securities Act, or pursuant to an available exemption from registration.

(n)   None of the Purchaser, its affiliates or any person acting on  behalf
of  the Purchaser or any such affiliate has engaged, or will engage, in any
Directed Selling Efforts with respect to the Shares or any distribution, as
that  term  is used in the definition of Distributor, with respect  to  the
Shares.

(o) The transactions contemplated by this Agreement:

(i)   have  not  been pre-arranged with a purchaser located in  the  United
States or who is a U.S. Person; and

(ii)  are not part of a plan or scheme to evade the registration provisions
of the Securities Act.

(p)  The  Purchaser has no put options, short positions, or  other  similar
instruments  with respect to any of the Company's securities  and  has  not
entered  and  does  not  have  the intention of  entering,  into  any  such
instruments with respect to the Shares or securities of the same class.

(q)  If  the  Purchaser offers and sells the Shares during  the  Restricted
Period following the Alternative Closing Date, then it will do so only  (i)
in  accordance  with  the  provisions of Regulation  S,  (ii)  pursuant  to
registration of the Shares under the Securities Act, or (iii)  pursuant  to
an available exemption from the registration requirements of the Securities
Act.

(r) The Purchaser understands that each person exercising a Warrant will be
required  to  provide a certification that the Warrant is not owned  by  or
being exercised by a U.S. Person, or an opinion of counsel, satisfactory to
counsel  to  the Company, that the Warrant Shares have been  registered  or
that an exemption from registration is available.

(s)  The Purchaser understands that each share certificate of Common  Stock
and each Warrant certificate will bear a legend reflecting the foregoing.

5.  Affirmative Covenants of the Company.  The Company covenants and agrees
with the Purchasers as follows:

(a)     To refrain from engaging, and to insure that none of its affiliates
will engage, in any Directed Selling Efforts with respect to the Shares  or
any  distribution, as that term is used in the definition  of  Distributor,
with respect to the Shares;

(b)      To  make every reasonable effort to attain the status of Reporting
Issuer as that term is defined in Regulation S;
(c)      In  the event the Company fails to attain the status of  Reporting
Issuer  as  defined in Regulation S, it covenants that the Purchasers  have
the  option  of  purchasing up to the aggregate amount of  Shares  offered,
provided that the Restricted Period shall be 12 months instead of 40 days;
(d)      The Company will appoint to its Board of Directors a person chosen
by the Purchasers.
(e)      To  provide  an  opinion of counsel  to  the  Company  in  a  form
acceptable to the Purchasers.
         (f)   The  Company hereby grants to each Purchaser  the  right  of
participation to purchase, pro rata, all or any part of New Securities  (as
defined  in  this Section 5(f)) which the Company may, from time  to  time,
propose to sell and issue. A pro rata share, for purposes of this right  of
participation, is the quotient obtained by dividing the aggregate
<PAGE> 108

number  of shares of Common Stock held by the Purchaser plus the shares  of
Common  Stock issuable upon the exercise of any warrants then held  by  the
Purchaser  by  the  sum  of (x) the total number of outstanding  shares  of
Common  Stock plus (y) the total number of shares of Common Stock  issuable
upon  conversion of all outstanding capital stock convertible  into  Common
Stock  or  upon  the exercise of all options and warrants to  purchase  the
Company's Common Stock; notwithstanding the foregoing, if including in  the
foregoing  equation  shares  of  Common  Stock  which  are  issuable   upon
conversion  of all outstanding capital stock convertible into Common  Stock
or  upon the exercise of all options and warrants to purchase the Company's
Common  Stock  results  in  the  Purchaser  receiving  a  lesser  right  of
participation than if such shares are not included, then such shares  shall
not  be included. For the purposes of this Section 5(f), Purchaser includes
any  general partners and affiliates of a Purchaser. A Purchaser  shall  be
entitled  to apportion the right of participation hereby granted  it  among
itself  and  its partners and affiliates in such proportions  as  it  deems
appropriate.

(i)  Except as set forth below, "New Securities" shall mean any  shares  of
capital  stock of the Company, including Common Stock and Preferred  Stock,
whether  now authorized or not, and rights, options or warrants to purchase
said  shares  of capital stock, and securities of any type whatsoever  that
are,  or may become, convertible into said shares of capital stock. Notwith
standing  the foregoing, "New Securities" does not include: (A)  securities
offered  to  the public generally pursuant to an underwritten  registration
statement under the Securities Act, (B) securities issued pursuant  to  the
acquisition  of another corporation by the Company by merger,  purchase  of
substantially all of the assets or other reorganization whereby the Company
or its shareholders own not less than fifty-one percent (51%) of the voting
power  of  the  surviving  or  successor corporation,  (C)  shares  of  the
Company's  Common Stock or options exercisable for the purchase  of  Common
Stock  issued 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, (D) stock issued pursuant  to  any
currently  outstanding rights or agreements including, without  limitation,
convertible  securities,  options  and  warrants,  (E)  stock   issued   in
connection with any stock split, stock dividend or recapitalization by  the
Company.

(ii) In the event that the Company proposes to undertake an issuance of New
Securities, it shall first make an offering of such new securities to  each
Purchaser  by  giving  the  Purchaser  written  notice  of  its  intention,
describing  the type of New Securities, and the price and terms upon  which
the  Company  proposes to issue the same. The Purchaser shall have  fifteen
(15) business days from the date of receipt of any such notice to agree  to
purchase up to its pro rata share of such New Securities for the price  and
upon  the  terms specified in the notice by giving written  notice  to  the
Company and stating therein the quantity of New Securities to be purchased.

(iii)  In  the  event  that the Purchaser fails to exercise  the  right  of
participation  within said fifteen (15) business day  period,  the  Company
shall  promptly, in writing, inform each Purchaser which purchases all  the
shares  available  to  it  ("Fully-Exercising  Purchaser")  of  any   other
Purchaser's  failure to do likewise. During the ten-day  period  commencing
after receipt of such information, each Fully-Exercising Purchaser shall be
entitled  to  purchase, pro rata, shares not subscribed for  by  the  other
Purchasers.  If  all  New  Securities are not elected  to  be  obtained  as
provided herein, the Company shall have sixty (60) days thereafter to  sell
or  enter  into an agreement (pursuant to which the sale of New  Securities
covered  thereby shall be closed, if at all, within thirty (30)  days  from
the  date of said agreement) to sell the New Securities not elected  to  be
purchased by the Purchaser at the price and upon terms no more favorable to
the  purchasers of such securities than specified in the Company's  notice.
In the event the Company has not sold the New Securities or entered into an
agreement to sell the New Securities within said sixty (60) day period  (or
sold  and  issued  New Securities in accordance with the  foregoing  within
thirty  (30) days from the date of said agreement), the Company  shall  not
thereafter  issue  or sell any New Securities without first  offering  such
securities in the manner provided above.

(iv)  The right of participation granted under this Agreement shall  expire
upon  the  closing  of an underwritten registered public  offering  of  the
Common  Stock of the Company to the general public with an aggregate  price
to the public of not less than $10,000,000 which is effected pursuant to  a
registration  statement  filed  with,  and  declared  effective   by,   the
Securities and Exchange Commission under the Securities Act.

<PAGE> 109

(v) The right of participation hereunder is not assignable, in whole or  in
part, except (A) from the Purchaser to an entity controlling, controlled by
or under common control with the Purchaser and (B) from the Purchaser to  a
transferee of the Shares so long as such transferee acquires not less  than
300,000 shares of Common Stock (appropriately adjusted for any stock split,
stock dividend or similar capital reorganization).

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

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

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

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

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

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

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

7.   Conditions Precedent to the Purchasers' Obligations.  The  obligations
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 Purchasers, 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:

(i)   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;

(ii)  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

<PAGE> 110

(iii)    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.

         (c)  Effective  as  of the Closing Date, the  Company's  Board  of
Directors shall include one person designated by the Purchasers.

         (d)  By or before the Primary  Closing Date the Company shall have
satisfied  the  conditions for becoming a Reporting Company as  defined  in
Rule 902(l) of Regulation S of the Securities Act.

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

The representations and warranties made by the Purchasers 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.

9.  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  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  the event registration of the Shares does not become effective
within 150 days after the final closing of the Shares for any reason  other
than  matters  beyond the control of the Company, the Purchasers  shall  be
granted  Common  Stock Purchase Warrants, pro rata in proportion  to  their
Common  Stock purchase, in an aggregate amount of 500,000 shares  at  $0.50
per share and 500,000 shares at $1.00 per share.

(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.

<PAGE> 111

(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  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  your securities granted to you by the Company under Section  9(a)
may  be  assigned by you to a transferee or assignee of any of your Shares,
provided, that the Company is given written notice by you 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.

<PAGE> 112

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

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

12.  Notices.   All communications hereunder shall be in writing,  and,  if
sent  to  the Purchasers shall be sufficient in all respects if  delivered,
sent by registered mail, or by telecopy and confirmed to the Purchasers  at
the addresses listed on the attached Schedule of Purchasers.

 with a copy  sent to:

            Roger S. Mertz, Esq.
            Severson & Werson
            One Embarcadero Center, 26th Floor
            San Francisco, CA 94111
            Tel: (415) 398-3344
            Fax: (415) 956-0439

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

Finet Holdings Corporation
235 Montgomery Street, #750
San Francisco, CA 94104
Tel: (415) 658-4150
Fax: (415) 658-4155

with a copy sent to:

            William D. Evers, Esq.
            Miller, Mailliard & Culver, LLP
            155 Montgomery Street, Suite 1212
            San Francisco, CA 94104
            Tel:  (415) 391-4291
            Fax:  (415) 391-4292

13. Miscellaneous.

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

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

<PAGE> 113

(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






<PAGE> 114
            (Signature Page to Common Stock Purchase Agreement)
                                     



                              ________________________________________
                              JOSE MARIA SALEMA GARCAO



                              ________________________________________
                              LUIS JORGE SERRAS




                              JOSE OSVALDO GOMES




                              ARMANDO JOSE RINALDI BALBI




                              EDUARDO GUEDES Q. DE MENDIA




                              CARLOS SPYNOLA TEIXEIRA




                              Dr. JOSE  DIOGO FERREIRA MARTINS




                              JOSE FILIPE NOBRE GUEDES








<PAGE> 115
           (Signature Page No. 2 to Common Stock Purchase Agreement)




                              FILIPE SOARES FRANCO




                              MONICA ALBUQUERQUE D'OREY




                              FILIPA FERREIRA MARTINS




                              MANUEL D'OREY CAPUCHO




                              DR. MIGUEL FERREIRA DE ALMEIDA



<PAGE> 116
                                   EXHIBIT A
                                     
                         FINET HOLDINGS CORPORATION
              MATERIAL  CONTRACTS, AGREEMENTS AND INSTRUMENTS
                                     
                                     
1.  Finet Holdings Corporation and Monument Mortgage, Inc. Reorganization
Agreement, dated December 30, 1996;

2.  Stock Purchase Agreement between Finet Holdings Corporation and
Preference America Mortgage Network , dated December 30, 1996.