<PAGE> 166

                         STOCK PURCHASE AGREEMENT
                                     
THIS  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
person  whose  name  and  address appear on  the  Signature  Page  to  this
Agreement (the "Purchaser"):

                                 RECITALS:
                                     
WHEREAS, the Company has authorized the sale to purchasers of units in  the
Company's  July  1993 securities offering who subscribe  to  the  Company's
April  1997  Private  Placement  Offering (the"Offering"),  of  Units  (the
"Units"),  each Unit consisting of one share of the Company's Common  Stock
and  a  warrant  (the "Warrants") to purchase one share  of  the  Company's
Common Stock for each two shares of Common Stock purchased in the Offering,
at  an exercise price of $1.50 per share through April 30, 1998, $2.50  per
share  through April 30, 1999 and $3.50 per share through April  28,  2001;
and

WHEREAS, the Purchaser desires to purchase and the Company desires to  sell
the Units on the terms and conditions set forth herein;
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1.  Purchase and Sale of the Units.  Subject to the terms and conditions of
this Agreement, Purchaser agrees to purchase at the Closing, and the
Company agrees to sell and issue to the Purchaser at the Closing, against
cash payment, the number of Units of the Company's Common Stock (the
"Shares") set forth below the Purchaser's name on the Signature Page to
this Agreement at a purchase price of $1.00 per Share.

2.  Closing Date; Delivery.  The purchase and sale of the Units shall be
held at the offices of the Company, 3021 Citrus Circle, Suite 150, Walnut
Creek, California 94598, and may occur at successive closings, the last of
which shall be April 30, 1997 or at such other times and places as the
parties may agree upon (collectively, the "Closing").  At the Closing,
subject to the terms of this Agreement, the Company will deliver to the
Purchaser a certificate representing the number of Units to be purchased by
the Purchaser from the Company, against payment at the Closing of the cash
purchase price in immediately available funds.

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

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

     (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 Units 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;
<PAGE> 167

 (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, 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  24,772,317 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) warrants for 131,167 shares
have  been granted to placement agents in connection with the May 1993 Unit
Offering, and are currently outstanding; (iii) warrants for 600,000  shares
have  been granted to placement agents in connection with the December 1996
Private Placements, and are currently outstanding; (iv) warrants for 42,776
Common  shares have been granted to certain bridge lenders of the  Company,
and  are currently outstanding; and (v) warrants for 4,100,000 shares  have
been granted to shareholders of the Company, and are currently outstanding.

     (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  Units  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  Units, 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
Units 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
Units or of Common Stock by the Company.

     (d) Financial Statements.  The Company's unaudited balance sheet for the
fiscal  quarter ended September 30, 1996, as well as the balance sheet  for
its  wholly-owned subsidiary Monument Mortgage, Inc. as of  the  same  date
(the "Financial Statements") which 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.

     (e)  The  Company has delivered to the Purchaser a copy of its Private
Placement Memorandum dated April 1, 1997.
<PAGE> 168
     (f)  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.

     (g) 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  Units
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.

     (h) Litigation, etc.  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.

     (i) 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
Units,  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).

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

     (k) Use of Proceeds.  The net proceeds from the sale of the Units 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 Units, dated April 1, 1997.

     (l) Insurance. The Company has in full force and effect fire, casualty and
other  insurance  policies,  sufficient in amount  (subject  to  reasonable
deductibles)  to allow it to replace any of its properties  that  might  be
damaged or destroyed.

     (m)  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 other than a  federally
registered service mark covering the Company's name and logo.  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
<PAGE> 169

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

     (n) 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, 1996
been sold or otherwise disposed of in the ordinary course of business), and
such  property and assets are subject to no mortgage or security interests,
conditional  sales contract, charge, lien or encumbrance  (except  for  the
lien  of  current  taxes not yet due and payable and such imperfections  of
title,  easements  and  encumbrances, if any, as  are  not  substantial  in
character,  amount or extent and do not materially detract from  the  value
of, or interfere with the present use of the properties subject thereto  or
affected thereby, or otherwise materially impair the business operations of
the  Company  and  any Subsidiary), and subsequent to  September  30,  1996
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.

     (o) Taxes.  The Company and the Subsidiaries represent that upon completion
of  the  offering  of  the Units 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.

     (p)  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  Financial  Statements  or  the  Private   Placement
Memorandum.

     (q) The Units:
        (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 preemptive or other similar rights of the holders
of any securities of the Company;
        (iv)will  not subject the holders thereof to personal liability  by
        reason of being such holders; and

4.   Representations  and  Warranties  of  the  Purchaser.   The  Purchaser
represents and warrants to, and agrees with, the Company 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  Units,  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.
<PAGE> 170

     (c) The Company has given the Purchaser the opportunity to have answered
all  of  the Purchaser's questions concerning the Company and its  business
and  has made available to the Purchaser all information requested  by  the
Purchaser  which  is reasonably necessary to verify the accuracy  of  other
information  furnished  by  the Company.  The Purchaser  has  received  and
evaluated  all  information about the Company and its  business  which  the
Purchaser deems necessary to formulate an investment decision, and does not
desire any further information.
     
     (d) The Purchaser understands that the Units 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 Units.
     
     (e) The Purchaser is aware that the Units 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 Units, 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 Units may  be endorsed with  the
following legends:
     
          (i)  THE  SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT  BEEN
REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND  MAY  NOT  BE
SOLD,  TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS  AN  EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS
MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE COMPANY RECEIVES  AN
OPINION   OF   COUNSEL  FOR  THE  HOLDER  OF  THESE  SECURITIES  REASONABLY
SATISFACTORY  TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER,  ASSIGNMENT
OR  HYPOTHECATION  IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS  DELIVERY
REQUIREMENTS OF SUCH ACT.
          
          (ii)  Any  other  legend required by California  or  other  state
securities laws.

The  Company  need  not  register a transfer of  legended  Units,  and  may
instruct  its  transfer agent not to register the transfer  of  the  Units,
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 Units  shall  be
removed,  and the Company shall issue an instrument without such legend  to
the  holder of such Units if such Units 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 Units,
<PAGE> 171

  reasonably satisfactory to the Company, to the effect that a public sale,
transfer or assignment of such Units may  be made without registration.
     
     (h) The Purchaser is either (i) acquiring the Units 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  Units  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.   Conditions Precedent to the Purchaser's Obligations.  The  obligations
of the Purchaser hereunder are subject to the performance by the Company of
its  obligations  hereunder  and  to  the  satisfaction  of  the  following
additional conditions precedent on or before the Closing Date:

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

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

          (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 Units;
          (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 Units; or
          (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.

6.   Conditions Precedent to the Company's Obligations.  The obligations of
the  Company  hereunder are subject to the performance by the Purchaser  of
its  obligations  hereunder  and  to  the  satisfaction  of  the  following
additional                       condition                       precedent:
<PAGE> 172

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.

7.  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  Common
Stock  sold  pursuant  to the Offering and/or the shares  of  Common  Stock
issuable  upon  the exercise of the Warrants (collectively, 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 all 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 one such registration  pursuant  to  this
subparagraph  (i)  and  such  registration has  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 the 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 its
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  date  of
request  for registration by the Purchaser pursuant to this Agreement,  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  Section   7(a),
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) Company Registration.

     Definitions.
     "Commission" shall mean the Securities and Exchange Commission or  any
other  federal agency at the time administering the Securities Act of  1933
(the "Securities Act").
     
     "Register,"  "registered," and "registration" refer to a  registration
effected  by  preparing and filing a registration statement  in  compliance
with  the  Securities Act of 1933, and the declaration or ordering  of  the
effectiveness of such registration statement.
<PAGE> 173
     "Registration  Expenses"  shall mean  all  expenses  incurred  by  the
Company  in  compliance with the provisions of this Section  7,  including,
without  limitation, all registration and filing fees,  printing  expenses,
fees  and  disbursements  of counsel for the Company,  blue  sky  fees  and
expenses, and the expenses of any special audits incident to or required by
any  such registration (but excluding the compensation of regular employees
of the Company, which shall be paid in any event by the Company).
     
     "Selling  Expenses" shall mean all underwriting discounts and  selling
commissions applicable to the sale of Shares and all fees and disbursements
of counsel to Purchaser.
     
     "Shares"  means the Common Stock sold pursuant to the Offering  and/or
the  shares of Common Stock issuable upon exercise of the Warrants, and any
Common Stock issued with respect thereto (e.g. upon a stock split or  stock
dividend).
     
     "Purchaser"  means  the  person  set forth  above  and  any  permitted
assignee.
          (i)  Notice of Registration.  If, at any time after May 1,  1997,
the  Company shall determine to register any of its securities  either  for
its  own  account or the account of a security holder or holders exercising
their respective demand registration rights,

          (ii)  other  than  a  registration relating  solely  to  employee
benefit  plans, or a registration relating solely to a Commission Rule  145
transaction,  or  a registration on any registration form  which  does  not
permit secondary sales, the Company will:
               a)  promptly give to Purchaser written notice thereof (which
shall  include a list of the jurisdictions in which the Company intends  to
attempt  to qualify such securities under the applicable blue sky or  other
state securities laws); and
               b)   include   in   such  registration  (and   any   related
qualification  under  blue  sky  laws or  other  compliance),  and  in  any
underwriting  involved  therein, all the  Shares  specified  in  a  written
request  or  requests, made by  Purchaser within fifteen  (15)  days  after
receipt  of  the written notice from the Company described in  this  clause
(i), except as set forth in Section 7(d)(ii) below.
          
          (iii)  Underwriting.  If the registration of  which  the  Company
gives notice is for a registered public offering involving an underwriting:
the  Company shall so advise  Purchaser as part of the written notice given
pursuant to Section 7(d) hereof.  In such event, the right of Purchaser  to
registration  pursuant  to  this Section 7(d)  shall  be  conditioned  upon
Purchaser's  participation  in  such  underwriting  and  the  inclusion  of
Purchaser's  Shares  in  the underwriting to the  extent  provided  herein.
Purchaser shall (together with the Company, its directors and officers, and
any   other   shareholders  distributing  their  securities  through   such
underwriting) enter into an underwriting agreement in customary  form  with
the underwriter or underwriters selected for underwriting by the Company.

          Notwithstanding  any other provision of this Section  7,  if  the
underwriter determines that marketing factors require a limitation  on  the
number of shares to be underwritten, the underwriter may exclude from  such
registration  and  underwriting  some or all  of  the  Shares  which  would
otherwise  be  underwritten pursuant hereto.  Any  securities  so  excluded
shall  be  apportioned pro rata among Purchaser and any other  shareholders
distributing  their securities through such underwriting according  to  the
total  amount of securities otherwise entitled to be included therein owned
by  such  shareholders or in such other proportions as  shall  mutually  be
agreed upon.
          
          If  Purchaser  disapproves of the terms of any such underwriting,
it may elect to withdraw therefrom by written notice to the Company and the
underwriter.  Any Shares excluded or withdrawn from such underwriting shall
be withdrawn from such registration.
<PAGE> 174

          The  Company  shall  bear all Registration Expenses  incurred  in
connection  with  any  registration, qualification and  compliance  by  the
Company pursuant to this Section 7(d).  All Selling Expenses shall be borne
by the holders of the securities so registered pro rata on the basis of the
number of their shares so registered.
          
          (iv)  Registration  Procedures.   In  the  case  of  registration
effected  by the Company pursuant to this Agreement, the Company will  keep
Purchaser advised in writing as to the initiation of registration and as to
the completion thereof.  At its expense, the Company will:
               a)  keep  such registration effective for a period of  three
years  or until Purchaser has completed the distribution described  in  the
registration statement relating thereto, whichever first occurs;
               
               b)  furnish such number of prospectuses and other  documents
incident thereto as Purchaser from time to time may reasonably request; and
               
               c)  use  its best efforts to register or qualify the  Shares
under  the  securities or blue sky laws of such jurisdictions as  Purchaser
may request; provided, however, that the Company shall not be obligated  to
register or qualify such Shares in any particular jurisdiction in which the
Company  would  be  required to execute a general  consent  to  service  of
process in order to effect such registration, qualification, or compliance,
unless  the Company is already subject to service in such jurisdiction  and
except  as  may  be required by the Securities Act or applicable  rules  or
regulations thereunder.
               
               d)  Notify the holder of Shares covered by such registration
statement at any time when a prospectus relating thereto is required to  be
delivered under the Act of the happening of any event as a result of  which
the  prospectus included in such registration statement, as then in effect,
includes  an  untrue  statement of a material fact  or  omits  to  state  a
material  fact  required  to be stated therein or  necessary  to  make  the
statements  therein  not misleading in the light of the circumstances  then
existing.

     (e) Indemnification.

          (i)  The  Company will indemnify and hold harmless the  Purchaser
with  respect  to such registration, qualification, or compliance  effected
pursuant  to  this paragraph, and each placement agent, if  any,  and  each
person  who controls any placement agent of the Shares held by or  issuable
to  the Purchaser, against all claims, losses, damages, and liabilities (or
actions  in  respect thereto), joint or several, to which they  may  become
subject  under the Act or otherwise, 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
placement agent and each person who controls any such placement agent,  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 the Purchaser or
placement agent specifically for use therein.

          (ii)  The  Purchaser will, if Shares held by or issuable  to  the
Purchaser  are  included in the securities as to which  such  registration,
qualification, or compliance is being effected, indemnify and hold harmless
the  Company, each of its directors and officers who sign such registration
statement,  each underwriter or placement agent, 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
<PAGE> 175

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 the Purchaser will reimburse the Company, such  directors,
officers, persons, or placement agents for any legal or any other  expenses
reasonably incurred in connection with investigating or defending any  such
claim, loss, damage, liability, or action, in each case to the extent,  but
only  to  the  extent,  that  such  untrue  statement  (or  alleged  untrue
statement)  or omission (or alleged omission) is made in such  registration
statement,  prospectus, offering circular, or other  document  in  reliance
upon and in conformity with written information furnished to the Company by
an instrument duly executed by the Purchaser 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.

     (f) 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.

8.   Fees  and  Expenses.   Other than as stated  in  this  Agreement,  the
Purchaser and the Company agrees to pay their own expenses incident to  the
performance of its obligations hereunder.

9.   Survival  of  the  Representations, Warranties, etc.   The  respective
agreements, representations, warranties, indemnities, and other  statements
made  by  or  on  behalf  of  the Company and the 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 Units.

10. 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> 176

     (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:



_____________________________________
Name of Purchaser [type or print]

[For   Institutional,  Corporate,  Partnership,  and  Other  Non-Individual
Purchasers:]



_____________________________________



_____________________________________
Name of Person Signing [type or print]



Title: ________________________________
    [type or print ]
Amount of Investment:  $
Units Purchased: