<PAGE> 117

                   WARRANT PURCHASE AGREEMENT

    THIS WARRANT PURCHASE AGREEMENT is made as of December 30, 1996 between
FINET  HOLDINGS  CORPORATION, a Delaware corporation (the  "Company"),  and
JOSE MARIA SALEMA GARCAO (the "Purchaser").

                        R E C I T A L S:

     WHEREAS,  the Company has authorized the issuance and sale outside  of
the  United  States of warrants to purchase 2,500,000 Shares of its  Common
Stock, exercisable at varying per share prices over a five year term as set
forth  herein (the "Warrants") (the Warrants and the Shares of Common Stock
to  be issued upon the exercise of the Warrants are hereinafter referred to
as "the Securities"); and

     WHEREAS, the Purchaser desires to purchase and the Company desires  to
sell the Securities 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 Warrants.  The Company agrees to sell to the
Purchaser  and  upon the basis of the representations and  warranties,  and
subject  to  the  terms  and conditions set forth in  this  Agreement,  the
Purchaser agrees to purchase the Warrants, the consideration for such  sale
being  the  Purchaser's  material assistance in coordinating  the  sale  of
6,000,000  Shares  of  the Company's Common Stock  outside  of  the  United
States.  The Warrants shall be in the form of Exhibit A hereto.

     2.   Closing Date.   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 of 1933 (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 the certificates representing the Warrants  shall
be  delivered  by  the Company to the Purchaser.  If the Company  does  not
satisfy the conditions for becoming a Reporting Issuer by or before January
15,  1997, 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").
The  Purchaser understands that if the Company does not become a  Reporting
Issuer  by  or  before the Alternative Closing Date, its ownership  of  the
Securities may be subject to up to a 12 month Restricted Period as  defined
in Rule 902(m) of Regulation S.

     3.   Number of Shares and Exercise Price.    The Warrants expire  five
years  from  the date of this Agreement. The purchase price  of  shares  of
Common Stock issuable upon exercise of the Warrants is as follows:

                500,000 shares at $0.50 per share
                500,000 shares at $1.00 per share
                500,000 shares at $1.50 per share
                250,000 shares at $2.00 per share
                250,000 shares at $2.50 per share
                500,000 shares at $3.00 per share

<PAGE> 118

    4.  Representations and Warranties of the Company.   The representation
and  warranties  of  the  Company set forth in the  Common  Stock  Purchase
Agreement dated November 22, 1996 between the Company and Jose Maria Salema
Garcao   are  incorporated herein by reference (the Common  Stock  Purchase
Agreement  is  attached  hereto as Exhibit B).  In  addition,  the  Company
represents and warrants to the Purchaser as follows:

        (a) The Securities:

(i)   are free and clear of any security interests, liens, claims, or other
encumbrances;

(ii)  have been duly and validly authorized and issued and are, and on  the
Closing Date will be, fully paid and non-assessable;

(iii)    will not have been, individually and collectively, issued or  sold
in  violation of any pre-emptive or other similar rights of the holders  of
any securities of the Company; and

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

(b)  The  Company  is  not  currently a  reporting  issuer  as  defined  in
Regulation S and will make every reasonable effort to attain that status as
quickly as possible.

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

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

(e) 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  Securities  or  any
distribution,  as that term is used in the definition of Distributor,  with
respect to the Securities.

(f) The transactions contemplated by this Agreement:

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

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

(g)  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  Securities,
including,   but  not  limited  to,  general  solicitation  activities   or
advertising.

      5.    Representations  and  Warranties  of   the   Purchaser.     The
representations  and warranties of the Purchaser contained  in  the  Common
Stock  Purchase Agreement (Exhibit B hereto) are incorporated by  reference
herein.  In addition, the Purchaser 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 Securities, or  the  performance  of  the
Purchaser's obligations hereunder.
<PAGE> 119

         (b) The Purchaser understands that no federal or state agency  has
passed on or made any recommendation or endorsement of the Securities.

         (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 Securities are being offered
and  sold to him in reliance on specific exemptions or non-application from
the  registration  requirements  of  federal  and  state  securities  laws,
including but not limited to the exemption provided for under Regulation  S
("Regulation S") under the United States Securities Act of 1933, as amended
(the  "Securities  Act").  Except as otherwise defined herein,  capitalized
terms used herein and not defined herein shall have the same meanings given
to  them  in  Regulation  S.  The Purchaser further  understands  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 Securities.

        (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 Securities was made to the Purchaser  in  the
United  States  and  at  the  time the buy order  for  the  Securities  was
originated the Purchaser was located outside the United States.

         (g)  The  Purchaser  is aware that the Securities  have  not  been
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 Securities for investment  and
without any present intention to engage in a distribution thereof.

         (h)  The Purchaser is either (i) acquiring the Securities 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.

        (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.
<PAGE> 120

         (k) 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

(i)   will,  after  the expiration of the Restricted Period,  offer,  sell,
pledge,  or  otherwise  transfer the Shares only pursuant  to  registration
under  the Securities Act or an available exemption therefrom and,  in  any
case, in accordance with applicable state and foreign securities laws.

        (l) No Purchaser, or any affiliate or other 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  Securities   or   any
distribution,  as that term is used in the definition of Distributor,  with
respect to the Securities.

         (m) 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.

         (n)  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 Securities or securities of the same class.

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

         (p) The Purchaser understands that each certificate evidencing the
Securities will bear a legend reflecting the foregoing.

6.  Affirmative Covenants of the Company.  The Company covenants and agrees
with the Purchaser 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 Securities
or any distribution, as that term is used in the definition of Distributor,
with respect to the Securities;

(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 Purchaser has  the
option  of purchasing up to the aggregate amount of Common 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 Purchaser.
(e)      To  provide  an  opinion of counsel  to  the  Company  in  a  form
acceptable to the Purchaser.

     7.   Negative Covenants of the Company.  The Company further covenants
and  agrees  that without the prior written approval of the  Purchaser,  it
will not:
<PAGE> 121

(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.

    8.  Restrictions on Transferability of Securities

          (a)    Restrictions on Transferability.  The Securities shall not
be  sold, assigned, transferred or pledged except upon the conditions speci
fied  in this Agreement, which conditions are intended to ensure compliance
with  the  provisions of the Securities Act.  The Purchaser will cause  any
proposed  purchaser, assignee, transferee, or pledgee of the Securities  to
agree  to take and hold such securities subject to the provisions and  upon
the conditions specified in this Agreement.

          (b)     Restrictive Legends.  Until the sale or transfer  of  the
Securities  by the Purchasers shall be subject to an effective registration
under   the  Securities  Act,  each  Warrant  and  each  share  certificate
representing  the  Common  Stock underlying such  Warrant,  and  any  other
securities issued in respect of such securities upon any stock split, stock
dividend,  recapitalization, merger, consolidation or similar  event  shall
(unless  otherwise  permitted by the provisions  of  Section  9  below)  be
stamped  or otherwise imprinted with the following legends (in addition  to
any legend required under applicable state securities laws):

     "THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S.  SECURITIES
ACT  OF  1933, AND SUBJECT TO CERTAIN EXCEPTIONS, MAY NOT BE  SOLD  IN  THE
UNITED  STATES  OR TO U.S. PERSONS.  ANY SALE, TRANSFER,  PLEDGE  OR  OTHER
DISPOSITION  THEREOF IN THE UNITED STATES OR TO U.S. PERSONS  MAY  BE  MADE
ONLY  (i)  IN  A  REGISTRATION UNDER SAID ACT OR (ii) IF AN EXEMPTION  FROM
REGISTRATION  UNDER SAID ACT IS AVAILABLE AND THE COMPANY HAS  RECEIVED  AN
OPINION  OF  COUNSEL TO THAT EFFECT REASONABLY SATISFACTORY  TO  IT.   [ANY
PERSON  EXERCISING THIS WARRANT WILL BE REQUIRED TO PROVIDE  EITHER  (i)  A
CERTIFICATION THAT THE WARRANT IS NOT OWNED BY OR BEING EXERCISED BY A U.S.
PERSON OR (ii) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT THE
SECURITIES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN
REGISTERED  UNDER SAID ACT OR AN EXEMPTION FROM REGISTRATION IS UNDER  SAID
ACT IS AVAILABLE.]"

<PAGE> 122

     The Purchaser consents to the Company making a notation on its records
and giving instructions to any transfer agent of the Securities in order to
implement  the restrictions on transfer established in this Agreement.   As
used hereinafter the term "Restricted Securities" shall mean the securities
of the Company required to bear the legend set forth in this section.

          (c)     Notice of Proposed Transfers.  The holder of each Warrant
and  each share certificate representing the  Common Stock underlying  such
Warrant,  and  any  other Restricted Securities issued in  respect  of  the
Securities  as described in Section 8(b), by acceptance thereof  agrees  to
comply in all respects with the provisions of this Section 8.  Prior to any
proposed sale, assignment, transfer or pledge of any Restricted Securities,
unless there is in effect a registration statement under the Securities Act
covering  the  proposed  transfer, the holder thereof  shall  give  written
notice  to  the  issuer thereof of such holder's intention to  effect  such
transfer, sale, assignment or pledge.  Each such notice shall describe  the
manner  and  circumstances of the proposed transfer,  sale,  assignment  or
pledge  in  sufficient detail, and shall, if reasonably  requested  by  the
issuer,  be  accompanied, at such holder's expense by  either  (i)  written
opinion  of legal counsel who shall be, and whose legal opinion  shall  be,
reasonably  satisfactory to the Company addressed to the  Company,  to  the
effect  that  the  proposed transfer of the Restricted  Securities  may  be
effected  without  registration under the Securities Act,  or  (ii)  a  "no
action"   letter   from  the  Securities  and  Exchange   Commission   (the
"Commission")  to  the effect that the transfer of such securities  without
registration  will  not result in a recommendation  by  the  staff  of  the
Commission that action be taken with respect thereto, whereupon the  holder
of such Restricted Securities shall be entitled to transfer such Restricted
securities  in  accordance with the terms of the notice  delivered  by  the
holder to the Company.

9.  Registration Rights.

         Certain Definitions.  As used in this Section, the following terms
shall have the following respective meanings:

             (i)  "Commission"  shall  mean  the  Securities  and  Exchange
Commission  or  any  other  federal agency at the  time  administering  the
Securities Act.

             (ii)     "Holder" shall mean any Purchaser holding Registrable
Securities and any person holding Registrable Securities to whom the rights
under  this  Agreement have been transferred in compliance with  Section  8
hereof.

             (iii)    "Registrable Securities" means the Securities of  the
Company's  Common  Stock issuable upon exercise of the  Warrant;  provided,
however,  that Securities of the Company's Common Stock or other securities
shall only be treated as Registrable Securities if and so long as (A)  such
securities  have  not  been  sold  to or through  a  broker  or  dealer  or
underwriter in a public distribution or a public securities transaction, or
(B)  all  such securities may be sold by the Holder thereof under Rule  144
promulgated  under  the Securities Act, or a successor  rule,  within  such
period as Purchaser may sell all such securities.

             (iv)     The terms "register," "registered" and "registration"
refer  to  a  registration effected by preparing and filing a  registration
statement  in  compliance with the Securities Act, and the  declaration  or
ordering of the effectiveness of such registration statement.

             (v) "Registration Expenses" shall mean all expenses, except as
otherwise  stated  below, incurred by the Company in  complying  with  this
Section  9,  including, without limitation, all registration, qualification
and filing fees, printing expenses, escrow fees, fees and disbursements  of
counsel  for the Company and all reasonable fees and disbursements  of  one
counsel for the selling Holders, blue sky fees and expenses and the expense
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 and Selling Expenses (as hereinafter
defined)).
<PAGE> 123

            (vi)  "Selling Expenses" shall mean all underwriting discounts,
selling  commissions and stock transfer taxes applicable to the  securities
registered by the Holders and, except as set forth above.

             (vii)    "1934 Act" shall mean the Securities Exchange Act  of
1934, as amended.

(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
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 Common 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) 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.

(c) 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.
<PAGE> 124

(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  (c)
(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.

(d)  Transfer of Registration Rights.  The rights to cause the  Company  to
register  the  securities granted to the Purchaser  by  the  Company  under
Section  9 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.

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  Purchaser shall be sufficient in all respects if  delivered,
sent by registered mail, or by telecopy and confirmed to the Purchaser at:

            Jose  Maria Salema Garcao
            Lote CT-14
            Quinta Da Marinha
            2750 Cascais, Portugal
<PAGE> 125

 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
Miller, Mailliard & Culver, LLP
155 Montgomery Street, Suite 1212
San Francisco, CA 94104

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

13. Miscellaneous.

(b)  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.

(c)  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.

(d)  This Agreement shall be governed by, and construed in accordance with,
the laws of the State of California.

(e) 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.
<PAGE> 126

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:
                                 
                                 
                                 
                                 
                                     Jose Maria Salema Garcao
                                 
                                 
                                 


               SIGNATURE PAGE TO WARRANT PURCHASE AGREEMENT