<PAGE> 151

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY SALE,
TRANSFER, PLEDGE OR OTHER DISPOSITION THEREOF 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.

                        FINET HOLDINGS CORPORATION
                                     
                       COMMON STOCK PURCHASE WARRANT
                                     
This Warrant Expires March 15, 2002

Warrant No.____                                  Shares: 600,000

THIS CERTIFIES that, subject to the terms and conditions herein set forth,
JOSE MARIA SALEMA GARCAO (the "Holder") is entitled to purchase from FINET
HOLDINGS CORPORATION, a Delaware corporation (the "Company"), at any time
or from time to time during the Exercise Period (as hereinafter defined)
the number of shares of fully paid and non-assessable shares of Common
Stock of the Company (the "Shares") as provided herein upon surrender
hereof at the principal office of the Company, and, at the election of the
holder hereof upon payment of the purchase price at said office in cash or
by cashier's check or by the wire transfer of funds in a dollar amount
equal to the purchase price of the Shares for which the consideration is
being given.

1.    Purchase  Price. Subject to adjustment as hereinafter  provided,  the
purchase price of one share of Common Stock (or such securities as  may  be
substituted  for  one  share  of Common Stock pursuant  to  the  provisions
hereinafter set forth) (the "Warrant Price") shall be the following:

                     200,000 shares at $1.50 per share
                     200,000 shares at $2.00 per share
                     200,000 shares at $2.50 per share
                                     
2.   Adjustment of Warrant Price and Number of Shares.  The number and kind
of  securities issuable upon the exercise of this Warrant shall be  subject
to  adjustment  from time to time upon the happening of certain  events  as
follows:

      (a)   Adjustment for Dividends in Stock. In case at any time or  from
time  to time on or after the date that the Company completes its voluntary
reorganization/recapitalization plan as set forth in the Private  Placement
Memorandum  dated October 1, 1996, the holders of the Common Stock  of  the
Company  (or any shares of stock or other securities at the time receivable
upon the exercise of this Warrant) shall have received, or, on or after the
record  date  fixed  for the determination of eligible stockholders,  shall
have  become  entitled  to  receive, without  payment  therefor,  other  or
additional stock of the Company by way of dividend (other than as  provided
for  in  Paragraph 2(b) below), then and in each such case, the  holder  of
this  Warrant  shall, upon the exercise hereof be entitled to  receive,  in
addition to the number of shares of Common Stock receivable thereupon,  and
without  payment of any additional consideration therefor,  the  amount  of
such  other or additional stock of the Company which such holder would hold
on  the  date  of  such exercise had it been the holder of record  of  such
Common Stock on the date hereof and had thereafter, during the period  from
the  date hereof to and including the date of such exercise, retained  such
shares  and/or  all other additional stock receivable by  it  as  aforesaid
during such period, given effect to all adjustments called for during  such
period by this Paragraph 2.
<PAGE> 152

      (b)   Adjustment for Changes in Common Stock. In the event of changes
in  the  outstanding  Common Stock of the Company by reason  of  split-ups,
recapitalizations, reclassifications, mergers, consolidations, combinations
or  exchanges of shares, separations, reorganizations, liquidations, or the
like,    occurring    after   the   Company   completes    its    voluntary
reorganzation/recapitalization plan as set forth in the  Private  Placement
Memorandum dated October 1, 1996, the number and class of shares  available
under  the  Warrant  in  the  aggregate and  the  Warrant  Price  shall  be
correspondingly  adjusted by the Board of Directors  of  the  Company.  The
adjustment shall be such as will give the holder of the Warrant on exercise
for  the same aggregate Warrant Price the total number, class, and kind  of
shares  as he would have owned had the Warrant been exercised prior to  the
event  and  had  he  continued to hold such shares until  after  the  event
requiring adjustment.

3.    No  Fractional Shares. No fractional shares of Common Stock  will  be
issued  in  connection  with any subscription hereunder.  In  lieu  of  any
fractional shares which would otherwise be issuable, the Company shall  pay
cash  equal  to the product of such fraction multiplied by the fair  market
value  of  one share of Common Stock on the date of exercise, as determined
by  the fair market value of one share of the Company's Common Stock on the
date  of  exercise  as determined in good faith by the Company's  Board  of
Directors.

4.    No  Stockholder Rights. This Warrant shall not entitle its holder  to
any of the rights of a stockholder of the Company prior to exercise thereof

5.    Reservation  of Stock. The Company covenants that during  the  period
this  Warrant is exercisable, the Company will reserve from its  authorized
and  unissued Common Stock a sufficient number of shares to provide for the
issuance  of  Common Stock upon the exercise of this Warrant.  The  Company
agrees that its issuance of this Warrant shall constitute full authority to
its  officers who are charged with the duty of executing stock certificates
to execute and issue. the necessary certificates for shares of Common Stock
upon the exercise of this Warrant.

6.    Exercise of Warrant. This Warrant may be exercised by the  registered
holder or its registered assigns, in whole or in part and in minimum  units
of  10,000 shares, by the surrender of this Warrant at the principal office
of  the  Company,  together  with  the form  of  subscription  hereof  duly
executed, accompanied by payment in full of the amount of the Warrant Price
in  the form described m this Warrant. Upon partial exercise hereof  a  new
warrant or warrants containing the same date and provisions as this Warrant
shall  be issued by the Company to the registered holder for the number  of
shares  of Common Stock with respect to which this Warrant shall  not  have
been   exercised.  A  Warrant  shall  be  deemed  to  have  been  exercised
immediately prior to the close of business on the date of its surrender for
exercise  as provided above, and the person entitled to receive the  shares
of  Common  Stock  issuable upon such exercise shall  be  treated  for  all
purposes as the holder of such shares of record as of the close of business
on such date. As promptly as practicable on or after such date, the Company
shall  issue  and deliver to the person or persons entitled to receive  the
same, a certificate or certificates for the number of full shares of Common
Stock  issuable  upon  such exercise, together with cash  in  lieu  of  any
fraction of a share as provided above.

7     Certificate of Adjustment. Whenever the Warrant Price is adjusted  as
herein provided, the Company shall promptly deliver to the record holder of
this  Warrant a certificate of an officer of the Company setting forth  the
relevant  Warrant  Price  or  number of shares after  such  adjustment  and
setting forth a brief statement of the facts requiring such adjustment.

8.    Compliance  With  Securities Act. The  holder  of  this  Warrant,  by
acceptance  hereof agrees that this Warrant and the shares of Common  Stock
to  be  issued upon exercise hereof (or shares of any security  into  which
such  Common Stock may be converted) are being acquired for investment  and
that  the holder will not offer, sell, or otherwise dispose of this Warrant
and any shares of Common Stock to be issued upon exercise hereof (or shares
of any security into which such Common Stock may be converted) except under
circumstances which will not result in a violation of the Securities Act of
1933, as amended (the "Securities Act"). Upon exercise of this Warrant, the
holder hereof shall, if requested by the
<PAGE> 153

Company,  confirm in writing its investment purpose and acceptance  of  the
restrictions on transfer of the shares of Common Stock.

9.    Subdivision of Warrant. At the request of the holder of this  Warrant
in connection with a transfer or exercise of a portion of the Warrant, upon
surrender  of such Warrant for such purpose to the Company, the Company  at
its  expense (except for any transfer tax payable) will issue and  exchange
therefor warrants of like tenor and date representing in the aggregate  the
right  to  purchase such number of shares of such Common Stock as shall  be
designated by such holder at the time of such surrender; provided, however,
that  the Company's obligations to subdivide securities under this  section
shall  be  subject  to  and conditioned upon the  compliance  of  any  such
subdivision  with applicable state securities laws and with the  Securities
Act.
-
10.   Loss Theft Destruction or Mutilation of Warrant. Upon receipt by  the
Company  of  evidence  reasonably satisfactory to it of  the  loss,  theft,
destruction, or mutilation of this Warrant, and in case of loss, theft,  or
destruction, of indemnity or security reasonably satisfactory  to  it,  and
upon  reimbursement  to the Company of all reasonable  expenses  incidental
thereto, and upon surrender and cancellation of this Warrant, if mutilated,
the Company will make and deliver a new Warrant of like tenor and dates  as
of such cancellation, in lieu of this Warrant.

11.  Miscellaneous. This Warrant shall be governed by the laws of the State
of California. The headings in this Warrant are for purposes of convenience
and  reference only, and shall not be deemed to constitute a  part  hereof.
Neither   this  Warrant  nor  any  term  hereof  may  be  changed,  waived,
discharged,  or  terminated orally but only by  an  instrument  in  writing
signed  by  the  Company and the registered holder hereof All  notices  and
other  communications from the Company to the holder of this Warrant  shall
be by telecopy or expedited courier service to the address furnished to the
Company  in  writing  by  the last holder of this Warrant  who  shall  have
furnished an address to the Company in writing.

12.   Exercise Period. The Exercise Period shall mean the period commencing
on the date hereof and ending on March 18, 2002.


ISSUED this 18th day of March, 1997.

FINET HOLDINGS CORPORATION


By:____________________________
     President
ATTEST:

_______________________
<PAGE> 154
                            FORM OF ASSIGNMENT
                                     
                        FINET HOLDINGS CORPORATION



FOR VALUE RECEIVED the undersigned registered owner of this warrant hereby
sells, assigns, and transfers unto the Assignee named below all of the
rights of the undersigned under the within Warrant, with respect to the
number of shares of Common Stock set forth bellow.

Name of Assignee    Address             Number of Shares





and does hereby irrevocably constitute and appoint
_______________________________ Attorney to make such transfer on the books
of FINET HOLDINGS CORPORATION maintained for the purpose, with full power
of substitution in the premises.

Dated:_______________________

_____________________________
Name of Warrant Holder

_____________________________
Signature:

______________________________
Witness:
<PAGE> 155
                             SUBSCRIPTION FORM
                                     
                        FINET HOLDINGS CORPORATION
                                     


                             (To be executed only upon exercise of Warrant)



The undersigned registered owner of this Warrant irrevocably exercises this
Warrant for and purchases ________________ of the number of shares of
Common Stock of FINET HOLDINGS CORPORATION purchasable with this Warrant,
and herewith makes payment therefor, all at the price and on the terms and
conditions specified in this Warrant.

Dated:____________________

_________________________
(Signature of Registered Owner)

__________________________
(Street Address)

________________________
(City) (State) (Zip Code)