<PAGE> 184
                         STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT is made as of October 31, 1997 between FINET
HOLDINGS CORPORATION, a Delaware corporation (the "Company"), and JOSE
MARIA SALEMA GARCAO (the "Purchaser").

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, and the Company  agrees  to
sell  and  issue to the Purchaser, 150,000 Units (the "Units"),  each  Unit
consisting of one share of the Company's Common (the "Common Stock")  at  a
purchase price of $3 per share and a warrant to purchase one share  of  the
Company's  Common  Stock  at  an  exercise  price  of  $5  per  share  (the
"Warrants"),  for  an aggregate purchase price of $450,000.   The  form  of
Warrants is attached hereto as Exhibit A.

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 94595 on October 31, 1997 or at such other time and place
as  the  parties may agree upon.  At the closing, subject to the  terms  of
this Agreement, the Company will deliver to the Purchaser the Warrants  and
certificates representing the shares of Common Stock 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) 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)  Compliance with Other Instruments, None Burdensome, etc.  Neither  the
Company   nor   any   subsidiary   of  the   Company   (collectively,   the
"Subsidiaries") 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
<PAGE> 185

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.
(e) 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.
(f) 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.
(g) Offering.  The offer, sale and issuance of the Units in conformity with
the terms of this Agreement will not violate the Securities Act.
(h) 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 pre-emptive or other similar rights of the holders  of
any securities of the Company;
(iv)     will  not  subject  the holders thereof to personal  liability  by
reason of being such holders; and
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 Units.

(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


<PAGE> 186

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
Units  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 Units 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 Units by a person who owned those Units for  at  least  two
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  Common
Stock,  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, 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
<PAGE> 187

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 each Closing:

(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 each Closing 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> 188

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, each Closing .

7.  Registration Rights

(a) 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.

           "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 hereunder and  any  Common
Stock  issued  with  respect thereto (e.g. upon  a  stock  split  or  stock
dividend).

           "Purchaser"   means  the  Purchaser  set  forth  above  and  any
permitted assignee.

(i)  Notice  of Registration.  If, at any time after January 1,  1998,  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(d)(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(d) hereof.  In such event, the right of Purchaser  to
registration pursuant to this Section 7(d) shall be
<PAGE> 189

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.

    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.

(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.

(b) 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
<PAGE> 190

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 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.

(c)  Transfer of Registration Rights.  The rights to cause the  Company  to
register  the  securities granted to the Purchaser  by  the  Company  under
Section  7 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.  The Company agrees to pay the  reasonable  fees,
expenses and disbursements of Purchaser's counsel incurred with respect  to
this Agreement and the transactions contemplated hereby.
<PAGE> 191

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 Shares.

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  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.

(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:


Amount of Investment:

Units Purchased