<PAGE> 142
                        WARRANT PURCHASE AGREEMENT

THIS WARRANT PURCHASE AGREEMENT is made as of March 21, 1997 between FINET
HOLDINGS CORPORATION, a Delaware corporation (the "Company"), and JOSE
MARIA SALEMA GARCAO (the "Purchaser").
RECITALS:

WHEREAS, the Company has authorized the issuance and sale of a warrant to
purchase up to 600,000 Shares of its Common Stock, exercisable at varying
per share prices over a five year term as set forth herein (the "Warrant")
(the Warrant and the Shares of Common Stock to be issued upon the exercise
of the Warrant 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 Warrant, the consideration for such  sale
being   the  Purchaser's  material  assistance  in  funding  the  Company's
voluntary  plan  of reorganization. The Warrant shall be  in  the  form  of
Exhibit A hereto.

2.   Number  of Shares and Exercise Price.  The Warrant expires 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:

200,000 shares at $1.50 per share
200,000 shares at $2.00 per share
200,000 shares at $2.50 per share

3.   Representations and Warranties of the Company. The representation  and
warranties of the Company set forth in the Common Stock Purchase  Agreement
dated March 21, 1997 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.


<PAGE> 143

4.   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.

(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 verity 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 have  not  been
registered  under the Securities Act and that it must hold  the  Securities
indefinitely  unless the Securities are subsequently registered  under  the
Securities  Act  and qualified under applicable state securities  laws,  or
unless  an exemption from such registration and qualification is available.
The  Purchaser is acquiring the Securities for investment and  without  any
present intention to engage in a distribution thereof.

(e)          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.

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

(g)          The  Purchaser is an "Accredited Purchaser" as  that  term  is
defined  under Rule 501 adopted pursuant to the Securities Act. "Accredited
Purchasers"  are defined in Rule 501 to include among others:  (1)  Various
specified  institutional  Purchasers  (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
Purchasers); (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.  Restrictions on Transfer. The Purchaser agrees that:

<PAGE> 144

(a)          The  Purchaser will not attempt to transfer the Securities  in
violation of the restrictions set forth in this Agreement.

(b)          The  Company  may note such restrictions on  transfer  in  its
records  and refuse to recognize any transfer which violates this agreement
or  for which the Company has not received an acceptable opinion of counsel
stating that such transfer will not violate such restrictions.

(c)         One or more legends indicating a lack of registration under the
Securities Act and a lack of qualification under state securities laws will
be imprinted on the Securities. One such legend shall read substantially as
follows:

THE  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.

6.   Negative  Covenants of the Company. The Company further covenants  and
agrees  that without the prior written approval of the Purchaser,  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
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.   Registration  Rights.  The  Company hereby  grants  to  Purchaser  the
following  registration  rights with respect to the  Common  Shares  to  be
issued upon exercise of the Warrant (the "Shares"):

(a)         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").
<PAGE> 145

"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.

"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 Shares exercisable pursuant to the  Warrant  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.

(b)         Company Registration.

          i)        Notice of Registration. If; at any time after March 21,
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, 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(b)(ii) below.

ii)                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(b) hereof. In such event, the right of Purchaser  to
registration  pursuant  to  this  Section  7  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.
<PAGE> 146

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.

The Company shall bear all Registration Expenses incurred in connection
with any registration, qualification and compliance by the Company pursuant
to this Section 7. 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.

iii)               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.

(c)         Indemnification.

i)                 The Company will indemnify the Purchaser with respect to
which  registration, qualification or compliance has been effected pursuant
to  this  Agreement,  and each underwriter, if any,  and  each  person  who
controls any underwriter within the meaning of Section 15 of the Securities
Act  or  the  1934  Act, against all expenses, claims, losses,  damages  or
liabilities (or actions in respect thereof), including any of the foregoing
incurred in settlement of any litigation, commenced or threatened,  arising
out of or based on any untrue statement (or alleged untrue statement) of  a
material fact contained in any registration statement, prospectus, offering
circular  or  other  document,  or  any amendment  or  supplement  thereto,
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,
in  the light of the circumstances in which they were made, not misleading,
or  any violation by the Company of the Securities Act, or the 1934 Act, or
any  rule  or regulation promulgated under the Securities Act, or the  1934
Act,  or under any state securities law or under common law, applicable  to
the  Company  in  connection with any such registration,  qualification  or
compliance,  and  the  Company  will reimburse  the  Purchaser,  each  such
underwriter  and  each  person who controls any such underwriter,  for  any
legal  and  any  other expenses reasonably incurred, as such  expenses  are
incurred, in connection with investigating, preparing or defending any such
claim,  loss,  damage,  liability or action; provided,  however,  that  the
Company  will not be liable (i) for amounts paid in settlement of any  such
loss,  claim,  damage, liability or action if such settlement  is  effected
without the consent of the Company (which consent shall not be
<PAGE> 147

unreasonably  withheld) and (ii) in any such case to the  extent  that  any
such claim, loss, damage, liability or expense arises out of or is based on
any  untrue statement or omission or alleged untrue statement or  omission,
made  in reliance upon and in conformity with written information furnished
to the Company by an instrument duly executed by the Purchaser, controlling
person or underwriter and stated to be specifically for use therein.

ii)                The Purchaser will, if Shares held by the 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, each underwriter, if any, of the Company's securities covered
by  such a registration statement, each person who controls the Company  or
such  underwriter  within the meaning of Section 15 of the  Securities  Act
against  all claims, losses, damages and liabilities (or actions in respect
thereof) 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, underwriters
or  control persons 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  and  stated  to  be  specifically  for  use  therein.
Notwithstanding  the foregoing, the liability of the Purchaser  under  this
subsection shall not apply to amounts paid in settlement of any such  loss,
claim,  damage, liability or action if such settlement is effected  without
the  consent  of  the  Purchaser (which consent shall not  be  unreasonably
withheld),  and (ii) shall be limited in an amount equal to  the  aggregate
net proceeds of the shares sold by the Purchaser, except to the extent such
liability arises out of or is based on willful misconduct by the Purchaser.

iii)              Each party entitled to indemnification under this Section
7(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 unreasonably be 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
Agreement  except  to the extent that the failure to give  such  notice  is
materially  prejudicial to an Indemnifying Party's ability to  defend  such
action  and provided further, that the Indemnifying Party shall not  assume
the  defense  for matters as to which there is a conflict  of  interest  or
separate and different defenses, but shall pay the fees and expenses of one
separate  counsel retained by the Indemnified Party in the  event  of  such
conflict  of interest.  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.

iv)                If the indemnification provided for in this Section 7(c)
is  held  by  a  court of competent jurisdiction to be  unavailable  to  an
indemnified  party with respect to any loss, liability, claim,  damage,  or
expense  referred  to  therein, then the Indemnifying  Party,  in  lieu  of
indemnifying  such  Indemnified Party hereunder, shall  contribute  to  the
amount paid or payable by such Indemnified Party as a result of such  loss,
liability,  claim, damage, or expense in such proportion as is  appropriate
to reflect the relative fault of the Indemnifying Party on the one hand and
of  the Indemnified Party on the other in connection with the statements or
omissions that resulted in such loss, liability, claim, damage, or  expense
as  well as any other relevant equitable considerations. The relative fault
of the Indemnifying
<PAGE> 148

Party  and  of  the Indemnified Party shall be determined by reference  to,
among  other  things, whether the untrue or alleged untrue statement  of  a
material  fact  or  the  omission  to state  a  material  fact  relates  to
information supplied by the indemnifying party or by the indemnified  party
and  the  parties'  relative intent, knowledge, access to information,  and
opportunity to correct or prevent such statement or omission.

v)                 The  obligations of the Company and the Purchaser  under
this Section 7(c) shall survive the completion of any offering of Shares in
a registration statement under this Section 7 and otherwise.

vi)                 Information  by  Purchaser.  The  Purchaser  of  Shares
included  many  registration shall furnish to the Company such  information
regarding Purchaser, the Shares held by it and the distribution proposed by
such  Purchaser  as the Company may reasonably request in  writing  and  as
shall   be   reasonably  required  in  connection  with  any  registration,
qualification or compliance referred to in this Agreement.

vii)              Transfer of Registration Rights. The rights to cause  the
Company to register securities granted the Purchaser under Section 7 may be
assigned  to  a transferee or assignee in connection with any  transfer  or
assignment  of Shares by the Purchaser provided that:(i) such transfer  may
otherwise  be  effected in accordance with applicable securities  laws  and
(ii)  such  assignee  or transferee becomes a party to this  Agreement  and
assumes  all of the obligations of the transferring Purchaser under Section
7.

8.   Rule  144  Reporting. With a view to making available the benefits  of
certain  rules  and regulations of the Commission which  may  at  any  time
permit  the  sale  of  the Shares to the public without  registration,  the
Company agrees to use its best efforts to:

(a)          Make and keep public information available, as those terms are
understood and defined in Rule 144 under the Securities Act.

(b)          File  with the Commission in a timely manner all  reports  and
other  documents required of the Company under the Securities Act  and  the
Securities Exchange Act of 1934, as amended; and

(c)          So  long as the Purchaser owns any Shares, to furnish  to  the
Purchaser forthwith upon request a written statement by the Company  as  to
its compliance with the reporting requirements of said Rule 144, and of the
Securities Act and the Securities Exchange Act of 1934, a copy of the  most
recent  annual  or quarterly report of the Company, and such other  reports
and documents of the Company and other information in the possession of  or
reasonably  obtainable  by  the  Company as the  Purchaser  may  reasonably
request  in  availing itself of any rule or regulation  of  the  Commission
allowing the Purchaser to sell any such securities without registration.

9.  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.

10.  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.


<PAGE> 149

11.  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 mall, or by telecopy and confirmed to the Purchaser at:

Jose Maria Salema Garcao
Lote CT-14
Quinta Da Marinha
2750 Cascais, Portugal

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 mall,  or
by telecopy and confirmed to the Company at:

Finet Holdings Corporation
3021 Citrus Circle, #150
Walnut Creek, CA 94598

Tel:                  (415) 658-4150
Fax:                  (415) 658-4155

with a copy sent to:

William D. Evers
Evers & Andelin, LLP
155 Montgomery Street, Suite 1212
San Francisco, CA 94104

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

12. 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  7 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> 150

(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.
(i)1.   COMPANY:
(i)2.   FINET HOLDINGS CORPORATION


(i)2.1. By:  /s/ Jan Hoeffel
(i)2.2.     President
PURCHASER:


(i)2.3. By:  /s/ Jose Maria Salema Garcao
(i)2.4.     Jose Maria Salema Garcao