Common use of Date Clause in Contracts

Date. The date of this Warrant is January ____, 1999. This Warrant, in all events, shall be wholly void and of no effect after the close of business on the Expiration Date, except that notwithstanding any other provisions hereof, the provisions of Section 7 shall continue in full force and effect after such date as to any Warrant Shares or other securities issued upon the exercise of this Warrant. * * * * FINET HOLDINGS CORPORATION By: ______________________________________ Name: ACCEPTED: [HOLDER] By: THOMSON KERNAGHAN & CO., LTD. Name: _____________________________ Title:______________________________ Address: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ EXHIBIT A TO WARRANT SUBSCRIPTION FORM TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT FINET HOLDINGS CORPORATION The undersigned hereby exercises the right to purchase the number of Warrant Shares covered by this Warrant specified below according to the conditions thereof and herewith makes payment therefor in the amount of $____________________, the Aggregate Exercise Price of such Warrant Shares in full, and requests that such Warrant Shares be issued in the name of: [HOLDER] Dated: ________________ By: ______________________________________ Name: ____________________________________ Title: _____________________________________ Address: __________________________________ Number of Warrant Shares Being Purchased: _____________________ EXHIBIT B TO WARRANT FORM OF WARRANT POWER FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to ______________________________, Federal Identification No. __________________, a warrant to purchase ______________ shares of the capital stock of Finet Holdings Corporation, a Delaware corporation, represented by warrant certificate No. ________, standing in the name of the undersigned on the books of said corporation. The undersigned does hereby irrevocably constitute and appoint ______________________________________________, attorney to transfer the warrants of said corporation, with full power of substitution in the premises. Dated: ___________________ _________________________________________ By: ______________________________________ Its: ______________________________________ EXHIBIT G OUTSTANDING CAPITAL Common Stock and Stock Rights As of January 15, 1999: Common Stock Committed and Outstanding 59,062,844 Giving Effect to Restructure of Debenture and Series A Convert $1.1 million Debenture into 2,200,000 Convert $4.4 million Debenture into 7,333,333 ---------- 68,596,177 An Asset Purchase Agreement dated August 30, 1997 between Finet Holdings Corporation and The Real Estate Office Software Company provides for up to 200,000 shares of Finet Stock to be issued to The Real Estate Office Software Company. As of this date, 175,000 shares have been issued, the remaining 25,000 shares are escrowed in a Retention Account pending the outcome of post closing audit reports. On May 19, 1998, the Company entered into a Stock Purchase Agreement with MICAL Mortgage, Inc ("MICAL") whereby the Company acquired 100% of the issued and outstanding stock of MICAL in exchange for up to 552,430 shares of the Company's common stock, of which 120,460 shares are reserved for potential adjustment for certain currently undetermined contingencies. On October 13, 1998, the Company entered into an employment agreement with ▇▇▇▇ ▇. ▇▇▇▇▇▇ which granted 500,000 restricted shares of common stock. As of this date, 125,000 shares have been issued. On October 15, 1998, the Company entered into an employment agreement with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ which granted 60,000 restricted shares of common stock. As of this date, 15,000 shares have been issued. EXHIBIT H COMPANY OPINION OF COUNSEL EXHIBIT I ESCROW AGREEMENT ESCROW AGREEMENT This ESCROW AGREEMENT, dated as of January 15, 1999 (the "Escrow Agreement"), is by and among FINET HOLDINGS CORPORATION, a Delaware corporation ("Company"), the SUBSCRIBERS as set forth on Attachment A ("Subscriber" or "Subscribers") and ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, a California professional corporation, as escrow agent (the "Escrow Agent").

Date. The date of this Warrant is January ____April 7, 19991997. This Warrant, in all events, shall be wholly void and of no effect after the close of business on the Expiration Date, except that notwithstanding any other provisions hereof, the provisions of Section 7 9 shall continue in full force and effect after such date as to any Warrant Shares or other securities issued upon the exercise of this Warrant. * * * * FINET HOLDINGS CORPORATION RENTECH, INC. By: ______________________________________ Name: (signature) ----------------------------------- Dennis L. Yakobson, President ACCEPTED: ------------------------------ [HOLDERHolder] By: THOMSON KERNAGHAN & CO., LTD. -------------------------- Name: _____________________________ ------------------------ Title:______________________________ : ----------------------- Address: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ -------------------------- ----------------------------------- ----------------------------------- PAGE 7 EXHIBIT A 1 TO WARRANT SUBSCRIPTION FORM TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT FINET HOLDINGS CORPORATION RENTECH, INC. The undersigned undersigend hereby exercises the right to purchase the number of Warrant Shares covered by this Warrant specified below according to the conditions thereof and herewith makes payment therefor in the amount of $____________________U.S. $ , the Aggregate aggregate Warrant Exercise Price of such Warrant Shares in full, and requests that such Warrant Shares be issued in the name of: [HOLDER] . Dated: ________________ 19 --------------------, ---. ------------------------------------ [Holder] By: ______________________________________ -------------------------- Name: ____________________________________ ------------------------ Title: _____________________________________ ----------------------- Address: __________________________________ -------------------------- ----------------------------------- ----------------------------------- Number of Warrant Shares Being Purchased: _____________________ EXHIBIT B TO WARRANT FORM OF WARRANT POWER FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to ______________________________, Federal Identification No. __________________, a warrant to purchase ______________ shares of the capital stock of Finet Holdings Corporation, a Delaware corporation, represented by warrant certificate No. ________, standing in the name of the undersigned on the books of said corporation. The undersigned does hereby irrevocably constitute and appoint ______________________________________________, attorney to transfer the warrants of said corporation, with full power of substitution in the premises. Dated: ___________________ _________________________________________ By: ______________________________________ Its: ______________________________________ EXHIBIT G OUTSTANDING CAPITAL Common Stock and Stock Rights As of January 15, 1999: Common Stock Committed and Outstanding 59,062,844 Giving Effect to Restructure of Debenture and Series A Convert $1.1 million Debenture into 2,200,000 Convert $4.4 million Debenture into 7,333,333 ---------- 68,596,177 An Asset Purchase Agreement dated August 30, 1997 between Finet Holdings Corporation and The Real Estate Office Software Company provides for up to 200,000 shares of Finet Stock to be issued to The Real Estate Office Software Company. As of this date, 175,000 shares have been issued, the remaining 25,000 shares are escrowed in a Retention Account pending the outcome of post closing audit reports. On May 19, 1998, the Company entered into a Stock Purchase Agreement with MICAL Mortgage, Inc ("MICAL") whereby the Company acquired 100% of the issued and outstanding stock of MICAL in exchange for up to 552,430 shares of the Company's common stock, of which 120,460 shares are reserved for potential adjustment for certain currently undetermined contingencies. On October 13, 1998, the Company entered into an employment agreement with ▇▇▇▇ ▇. ▇▇▇▇▇▇ which granted 500,000 restricted shares of common stock. As of this date, 125,000 shares have been issued. On October 15, 1998, the Company entered into an employment agreement with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ which granted 60,000 restricted shares of common stock. As of this date, 15,000 shares have been issued. EXHIBIT H COMPANY OPINION OF COUNSEL EXHIBIT I ESCROW AGREEMENT ESCROW AGREEMENT This ESCROW AGREEMENT, dated as of January 15, 1999 (the "Escrow Agreement"), is by and among FINET HOLDINGS CORPORATION, a Delaware corporation ("Company"), the SUBSCRIBERS as set forth on Attachment A ("Subscriber" or "Subscribers") and ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, a California professional corporation, as escrow agent (the "Escrow Agent").--------------------

Date. The date of this Warrant is January ____31, 19992000. This Warrant, in all events, shall be wholly void and of no effect after the close of business on the Expiration Date, except that notwithstanding any other provisions hereof, the provisions of Section 7 8 shall continue in full force and effect after such date as to any Warrant Shares or other securities issued upon the exercise of this Warrant. * * * * FINET HOLDINGS CORPORATION CYNET, INC. By: ---------------------------------------- ▇▇. ▇▇▇▇▇▇▇ ▇. Beale, Sr., Chairman EXHIBIT I TO WARRANT EXERCISE FORM TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT CYNET, INC. The undersigned hereby exercises the right to purchase the number of Warrant Shares covered by the Warrant attached hereto as specified below according to the conditions thereof and herewith makes payment of U.S. $_______ (unless effected by a Cashless Exercise in accordance with the terms of the Warrant), the aggregate Warrant Exercise Price of such Warrant Shares in full pursuant to the terms and conditions of the Warrant. (i) The undersigned agrees not to offer, sell, transfer or otherwise dispose of any Common Stock obtained upon exercise of the Warrant, except under circumstances that will not result in a violation of the 1933 Act or applicable state securities laws. (ii) The undersigned requests that the stock certificates for the Warrant Shares be issued, and a Warrant representing any unexercised portion hereof be issued, pursuant to the terms of the Warrant in the name of the Holder (or such other person(s) indicated below) and delivered to the undersigned (or designee(s)) at the address or addresses set forth below. Dated: _____________ , _____. HOLDER: ______________________________________ Name: ACCEPTED: [HOLDER] By: THOMSON KERNAGHAN & CO., LTD. Name: _____________________________ Title:______________________________ Address: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ EXHIBIT A TO WARRANT SUBSCRIPTION FORM TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT FINET HOLDINGS CORPORATION The undersigned hereby exercises the right to purchase the number of Warrant Shares covered by this Warrant specified below according to the conditions thereof and herewith makes payment therefor in the amount of $____________________, the Aggregate Exercise Price of such Warrant Shares in full, and requests that such Warrant Shares be issued in the name of: [HOLDER] Dated: ________________ By: ________________________________________ Name: ______________________________________ Title: _____________________________________ Address: ___________________________________ Number of Warrant Shares Being Purchased: _____________________ EXHIBIT B TO WARRANT FORM OF WARRANT POWER FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to ______________________________, Federal Identification No. __________________, a warrant to purchase ______________ shares of the capital stock of Finet Holdings Corporation, a Delaware corporation, represented by warrant certificate No. ________, standing in the name of the undersigned on the books of said corporation. The undersigned does hereby irrevocably constitute and appoint ______________________________________________, attorney to transfer the warrants of said corporation, with full power of substitution in the premises. Dated: ___________________ _________________________________________ ByNumber of Warrant Shares Being Purchased: ______________________________________ Its: ______________________________________ EXHIBIT G OUTSTANDING CAPITAL Common Stock and Stock C REGISTRATION RIGHTS AGREEMENT This Registration Rights As Agreement (this "AGREEMENT") is made as of January 1531, 1999: Common Stock Committed 2000, by and Outstanding 59,062,844 Giving Effect to Restructure of Debenture and Series A Convert $1.1 million Debenture into 2,200,000 Convert $4.4 million Debenture into 7,333,333 ---------- 68,596,177 An Asset Purchase Agreement dated August 30between CYNET, 1997 between Finet Holdings Corporation and The Real Estate Office Software Company provides for up to 200,000 shares of Finet Stock to be issued to The Real Estate Office Software Company. As of this dateInc., 175,000 shares have been issued, a corporation organized under the remaining 25,000 shares are escrowed in a Retention Account pending the outcome of post closing audit reports. On May 19, 1998, the Company entered into a Stock Purchase Agreement with MICAL Mortgage, Inc ("MICAL") whereby the Company acquired 100% laws of the issued and outstanding stock State of MICAL in exchange for up to 552,430 shares of the Company's common stockTexas, of which 120,460 shares are reserved for potential adjustment for certain currently undetermined contingencies. On October 13U.S.A., 1998, the Company entered into an employment agreement with headquarters located at ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇, Suite 400, Houston, Texas 77070 (the "COMPANY") and the Augustine Fund, L.P., an Illinois limited partnership with its headquarters at ▇▇▇ which granted 500,000 restricted shares of common stock. As of this date, 125,000 shares have been issued. On October 15, 1998, the Company entered into an employment agreement with ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ which granted 60,000 restricted shares of common stock. As of this date, 15,000 shares have been issued. EXHIBIT H COMPANY OPINION OF COUNSEL EXHIBIT I ESCROW AGREEMENT ESCROW AGREEMENT This ESCROW AGREEMENT, dated as of January 15, 1999 (the "Escrow Agreement"), is by and among FINET HOLDINGS CORPORATION, a Delaware corporation ("Company"), the SUBSCRIBERS as set forth on Attachment A ("Subscriber" or "Subscribers") and ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, a California professional corporationSuite 2181, as escrow agent Chicago, Illinois 60604. (the "Escrow AgentPURCHASER").. This Agreement is being entered into pursuant to that Securities Purchase Agreement, dated as of the date hereof, by and between the Company and the Purchaser (the "PURCHASE AGREEMENT"). The Company and the Purchaser hereby agree as follows:

Date. The date of this Warrant is January ____August 4, 19992000. This Warrant, in ---- all events, shall be wholly void and of no effect after the close of business on the Expiration Date, except that notwithstanding any other provisions hereof, the provisions of Section 7 8 shall continue in full force and effect after such date as to any Warrant Shares or other securities issued upon the exercise of this Warrant. * * * * FINET HOLDINGS CORPORATION By: [SIGNATURE PAGE TO WARRANT #_____ DATED August 4, 2000] INFORETECH WIRELESS TECHNOLOGY, INC. By:___________________________________ (authorized signatory) Title_________________________________ EXHIBIT I TO WARRANT EXERCISE FORM TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT Inforetech Wireless Technology, Inc. The undersigned hereby exercises the right to purchase the number of Warrant Shares covered by the Warrant attached hereto as specified below according to the conditions thereof and herewith makes payment of U.S.$_____________________ (unless effected by a Cashless Exercise in accordance with the terms of the Warrant), the aggregate Warrant Exercise Price of such Warrant Shares in full pursuant to the terms and conditions of the Warrant. (i) The undersigned agrees not to offer, sell, transfer or otherwise dispose of any Common Stock obtained upon exercise of the Warrant, except under circumstances that will not result in a violation of the 1933 Act or applicable state securities laws. (ii) The undersigned requests that the stock certificates for the Warrant Shares be issued, and a Warrant representing any unexercised portion hereof be issued, pursuant to the terms of the Warrant in the name of the Holder (or such other person(s) indicated below) and delivered to the undersigned (or designee(s)) at the address or addresses set forth below. Dated:______________________, 200__. HOLDER ______________________________ By:__________________________________ Name: ACCEPTED: [HOLDER] By: THOMSON KERNAGHAN & CO., LTD. Name: :________________________________ Title:_______________________________ Address: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ EXHIBIT A TO WARRANT SUBSCRIPTION FORM TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT FINET HOLDINGS CORPORATION The undersigned hereby exercises the right to purchase the number of Warrant Shares covered by this Warrant specified below according to the conditions thereof and herewith makes payment therefor in the amount of $____________________, the Aggregate Exercise Price of such Warrant Shares in full, and requests that such Warrant Shares be issued in the name of: [HOLDER] Dated: ________________ By: _________:_____________________________ Name: ____________________________________ Title: _____________________________________ Address: __________________________________ Number of Warrant Shares Being Purchased: _____________________ EXHIBIT B TO WARRANT FORM OF WARRANT POWER FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to ______________________________, Federal Identification No. __________________, a warrant to purchase ______________ shares of the capital stock of Finet Holdings Corporation, a Delaware corporation, represented by warrant certificate No. ________, standing in the name of the undersigned on the books of said corporation. The undersigned does hereby irrevocably constitute and appoint ______________________________________________, attorney to transfer the warrants of said corporation, with full power of substitution in the premises. Dated: ___________________ _________________________________________ By: ______________________________________ Its: ______________________________________ EXHIBIT G OUTSTANDING CAPITAL Common Stock and Stock Rights As of January 15, 1999: Common Stock Committed and Outstanding 59,062,844 Giving Effect to Restructure of Debenture and Series A Convert $1.1 million Debenture into 2,200,000 Convert $4.4 million Debenture into 7,333,333 ---------- 68,596,177 An Asset Purchase Agreement dated August 30, 1997 between Finet Holdings Corporation and The Real Estate Office Software Company provides for up to 200,000 shares of Finet Stock to be issued to The Real Estate Office Software Company. As of C REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this date, 175,000 shares have been issued, the remaining 25,000 shares are escrowed in a Retention Account pending the outcome of post closing audit reports. On May 19, 1998, the Company entered into a Stock Purchase Agreement with MICAL Mortgage, Inc ("MICALAgreement") whereby the Company acquired 100% of the issued and outstanding stock of MICAL in exchange for up to 552,430 shares of the Company's common stock, of which 120,460 shares are reserved for potential adjustment for certain currently undetermined contingencies. On October 13, 1998, the Company entered into an employment agreement with ▇▇▇▇ ▇. ▇▇▇▇▇▇ which granted 500,000 restricted shares of common stock. As of this date, 125,000 shares have been issued. On October 15, 1998, the Company entered into an employment agreement with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ which granted 60,000 restricted shares of common stock. As of this date, 15,000 shares have been issued. EXHIBIT H COMPANY OPINION OF COUNSEL EXHIBIT I ESCROW AGREEMENT ESCROW AGREEMENT This ESCROW AGREEMENT), dated as of January 15August 4, 1999 2000, by and between Inforetech Wireless Technology, Inc., a corporation organized under the laws of the State of Nevada, U.S.A., with headquarters located at 5500 - 152/nd/ Street, Suite 214, Surrey, British Columbia, Canada V35 8E7 (the "Escrow Agreement"), is by and among FINET HOLDINGS CORPORATION, a Delaware corporation ("Company"), and the SUBSCRIBERS as buyer set forth on Attachment A ("Subscriber" or "Subscribers") and ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, a California professional corporation, as escrow agent the execution page hereof (the "Escrow AgentBuyer").

Date. The date of this Warrant is January ____March 8, 19992000. This Warrant, in all events, shall be wholly void and of no effect after the close of business on the Expiration Date, except that notwithstanding any other provisions hereof, the provisions of Section 7 8 shall continue in full force and effect after such date as to any Warrant Shares or other securities issued upon the exercise of this Warrant. * * * * FINET HOLDINGS CORPORATION ADVANCED OPTICS ELECTRONICS, INC. By: ______________________________________ Name: ACCEPTED: [HOLDER] By: THOMSON KERNAGHAN & CO., LTD. Name: _____________________________ Title:______________________________ Address: ------------------------------------------- Mr. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Executive Vice President EXHIBIT A I TO WARRANT SUBSCRIPTION EXERCISE FORM TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT FINET HOLDINGS CORPORATION ADVANCED OPTICS ELECTRONICS, INC. The undersigned hereby exercises the right to purchase the number of Warrant Shares covered by this the Warrant attached hereto as specified below according to the conditions thereof and herewith makes payment therefor of U.S. $ (unless effected by a Cashless Exercise in accordance with the amount terms of $____________________the Warrant), the Aggregate aggregate Warrant Exercise Price of such Warrant Shares in fullfull pursuant to the terms and conditions of the Warrant. (i) The undersigned agrees not to offer, and sell, transfer or otherwise dispose of any Common Stock obtained upon exercise of the Warrant, except under circumstances that will not result in a violation of the 1933 Act or applicable state securities laws. (ii) The undersigned requests that such the stock certificates for the Warrant Shares be issued in issued, and a Warrant representing any unexercised portion hereof be issued, pursuant to the name of: [HOLDER] Dated: ________________ By: ______________________________________ Name: ____________________________________ Title: _____________________________________ Address: __________________________________ Number of Warrant Shares Being Purchased: _____________________ EXHIBIT B TO WARRANT FORM OF WARRANT POWER FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to ______________________________, Federal Identification No. __________________, a warrant to purchase ______________ shares terms of the capital stock of Finet Holdings Corporation, a Delaware corporation, represented by warrant certificate No. ________, standing Warrant in the name of the Holder (or such other person(s) indicated below) and delivered to the undersigned on (or designee(s)) at the books of said corporation. The undersigned does hereby irrevocably constitute and appoint ______________________________________________, attorney to transfer the warrants of said corporation, with full power of substitution in the premisesaddress or addresses set forth below. Dated: ___________________ _________________________________________ , . ------------- ----- HOLDER: ------------------------------------ By: ______________________________________ Its---------------------------------------- Name: ______________________________________ EXHIBIT G OUTSTANDING CAPITAL Common Stock and Stock Rights As of January 15, 1999-------------------------------------- Title: Common Stock Committed and Outstanding 59,062,844 Giving Effect to Restructure of Debenture and Series A Convert $1.1 million Debenture into 2,200,000 Convert $4.4 million Debenture into 7,333,333 ---------- 68,596,177 An Asset Purchase Agreement dated August 30, 1997 between Finet Holdings Corporation and The Real Estate Office Software Company provides for up to 200,000 shares of Finet Stock to be issued to The Real Estate Office Software Company. As of this date, 175,000 shares have been issued, the remaining 25,000 shares are escrowed in a Retention Account pending the outcome of post closing audit reports. On May 19, 1998, the Company entered into a Stock Purchase Agreement with MICAL Mortgage, Inc ("MICAL") whereby the Company acquired 100% of the issued and outstanding stock of MICAL in exchange for up to 552,430 shares of the Company's common stock, of which 120,460 shares are reserved for potential adjustment for certain currently undetermined contingencies. On October 13, 1998, the Company entered into an employment agreement with ▇▇▇▇ ▇. ▇▇▇▇▇▇ which granted 500,000 restricted shares of common stock. As of this date, 125,000 shares have been issued. On October 15, 1998, the Company entered into an employment agreement with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ which granted 60,000 restricted shares of common stock. As of this date, 15,000 shares have been issued. EXHIBIT H COMPANY OPINION OF COUNSEL EXHIBIT I ESCROW AGREEMENT ESCROW AGREEMENT This ESCROW AGREEMENT, dated as of January 15, 1999 (the "Escrow Agreement"), is by and among FINET HOLDINGS CORPORATION, a Delaware corporation ("Company"), the SUBSCRIBERS as set forth on Attachment A ("Subscriber" or "Subscribers") and ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, a California professional corporation, as escrow agent (the "Escrow Agent").------------------------------------- Address: ----------------------------------- ----------------------------------- -----------------------------------

Date. The date of this Warrant is January _____________, 1999199__. This ---- Warrant, in all events, shall be wholly void and of no effect after the close of business on the Expiration Date, except that notwithstanding any other provisions hereof, the provisions of Section 7 8 shall continue in full force and effect after such date as to any Warrant Shares or other securities issued upon the exercise of this Warrant. * * * * FINET HOLDINGS CORPORATION SYQUEST TECHNOLOGY, INC. By: ____:__________________________________ Name: ACCEPTED: [HOLDER] By: THOMSON KERNAGHAN & CO., LTD. Name: :________________________________ Title:_______________________________ ACCEPTED: -------- [HOLDER] By:_______________________________ Name:_____________________________ Title:____________________________ Address: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ :__________________________ __________________________________ __________________________________ __________________________________ EXHIBIT A TO WARRANT -------------------- SUBSCRIPTION FORM TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT FINET HOLDINGS CORPORATION SYQUEST TECHNOLOGY, INC. The undersigned hereby exercises the right to purchase the number of Warrant Shares covered by this Warrant specified below according to the conditions thereof and herewith makes payment therefor in the amount of U.S. $____________________, the Aggregate aggregate Warrant Exercise Price of such Warrant Shares in full, and requests that such . The undersigned further certifies that: 1. It is acquiring the Warrant Shares be issued for its own account and not as nominee for any other party, for investment and not with a view to, or sale in connection with, any distribution thereof, nor with any present intention of distributing any of the name of: [HOLDER] same; and 2. As of this date, it is an "accredited investor" as such term is defined in Rule 501(a)(1) of Regulation D as promulgated by the Securities and Exchange Commission under the Securities Act and an "excluded purchaser" for purposes of Section 25102(f) of the California Corporate Securities Law of 1968. Dated: ________________ By: , _____ [HOLDER] By:___________________________________ Name: ___:_________________________________ Title: _____:________________________________ Address: ______________________________________ Number of Warrant Shares Being Purchased: _____________________ EXHIBIT B TO WARRANT FORM OF WARRANT POWER FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to ______________________________, Federal Identification No. __________________, a warrant to purchase ______________ shares of the capital stock of Finet Holdings Corporation, a Delaware corporation, represented by warrant certificate No. ________, standing in the name of the undersigned on the books of said corporation. The undersigned does hereby irrevocably constitute and appoint ______________________________________________, attorney to transfer the warrants of said corporation, with full power of substitution in the premises. Dated: ___________________ _________________________________________ ByNumber of Warrant Shares Being Purchased: ______________________________________ Its: ______________________________________ EXHIBIT G OUTSTANDING CAPITAL Common Stock F REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October 8, 1996 by and Stock Rights As of January 15among SyQuest Technology, 1999: Common Stock Committed and Outstanding 59,062,844 Giving Effect to Restructure of Debenture and Series A Convert $1.1 million Debenture into 2,200,000 Convert $4.4 million Debenture into 7,333,333 ---------- 68,596,177 An Asset Purchase Agreement dated August 30Inc., 1997 between Finet Holdings Corporation and The Real Estate Office Software Company provides for up to 200,000 shares of Finet Stock to be issued to The Real Estate Office Software Company. As of this datea Delaware corporation, 175,000 shares have been issued, the remaining 25,000 shares are escrowed in a Retention Account pending the outcome of post closing audit reports. On May 19, 1998, the Company entered into a Stock Purchase Agreement with MICAL Mortgage, Inc ("MICAL") whereby the Company acquired 100% of the issued and outstanding stock of MICAL in exchange for up to 552,430 shares of the Company's common stock, of which 120,460 shares are reserved for potential adjustment for certain currently undetermined contingencies. On October 13, 1998, the Company entered into an employment agreement with ▇▇▇▇ ▇. ▇headquarters located at ▇▇▇▇▇ which granted 500,000 restricted shares of common stock. As of this date, 125,000 shares have been issued. On October 15, 1998, the Company entered into an employment agreement with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ which granted 60,000 restricted shares of common stock. As of this date▇, 15,000 shares have been issued. EXHIBIT H COMPANY OPINION OF COUNSEL EXHIBIT I ESCROW AGREEMENT ESCROW AGREEMENT This ESCROW AGREEMENT, dated as of January 15, 1999 (the "Escrow Agreement"), is by and among FINET HOLDINGS CORPORATION, a Delaware corporation ("Company"), the SUBSCRIBERS as set forth on Attachment A ("Subscriber" or "Subscribers") and ▇▇▇▇▇▇▇, ▇▇ & ▇▇▇▇▇▇, a California professional corporation, as escrow agent ▇ (the "Escrow AgentCompany"), and the undersigned buyers (collectively, the "Buyer").

Date. The date SIGNATURE Signature Guarantee: (Signature must correspond to name as written upon the face of this Warrant is January ____Rights Certificate in every particular, 1999without alteration or enlargement or any change whatsoever). This WarrantSignature must be guaranteed by a member firm of a stock exchange in Canada, a registered national securities exchange in the United States, a member of the Investment Dealers Association of Canada or National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in Canada or the United States. -------------------------------------------------------------------------------- (To be completed by the assignor if true) The undersigned hereby represents, for the benefit of all eventsholders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert therewith. Capitalized terms shall be wholly void and of no effect after have the close of business on meaning ascribed thereto in the Expiration Date, except that notwithstanding any other provisions hereof, Rights Agreement. ----------------------------------------- SIGNATURE ----------------------------------------- (PLEASE PRINT NAME OF SIGNATOR) -44- FORM OF ELECTION TO EXERCISE TO: ------------------------------------- The undersigned hereby irrevocably elects to exercise whole ------------------ Rights represented by the provisions of Section 7 shall continue in full force and effect after such date as Rights Certificate to any Warrant purchase the Common Shares or other securities issued issuable upon the exercise of this Warrant. * * * * FINET HOLDINGS CORPORATION By: ______________________________________ Name: ACCEPTED: [HOLDER] By: THOMSON KERNAGHAN & CO., LTD. Name: _____________________________ Title:______________________________ Address: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ EXHIBIT A TO WARRANT SUBSCRIPTION FORM TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT FINET HOLDINGS CORPORATION The undersigned hereby exercises the right to purchase the number of Warrant Shares covered by this Warrant specified below according to the conditions thereof and herewith makes payment therefor in the amount of $____________________, the Aggregate Exercise Price of such Warrant Shares in full, Rights and requests that certificates for such Warrant Shares shares be issued in the name of: [HOLDER] Dated: ________________ By: ______________________________________ Name: ____________________________________ Title: _____________________________________ Address: __________________________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Address -------------------------------------------------------------------------------- Social Insurance, Social Security or Other Taxpayer Identification Number If such number of Warrant Shares Being Purchased: _____________________ EXHIBIT B TO WARRANT FORM OF WARRANT POWER FOR VALUE RECEIVED, Rights shall not be all the undersigned does hereby assign and transfer to ______________________________, Federal Identification No. __________________Rights evidenced by this Rights Certificate, a warrant to purchase ______________ shares new Rights Certificate for the balance of the capital stock of Finet Holdings Corporation, a Delaware corporation, represented by warrant certificate No. ________, standing such Rights shall be registered in the name of and delivered to: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Address -------------------------------------------------------------------------------- Social Insurance, Social Security or Other Taxpayer Identification Number Dated: --------------------------- ----------------------------------------- Signature Signature Guaranteed: (Signature must correspond to name as written upon the undersigned on face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature must be guaranteed by a member firm of a recognized stock exchange in Canada, a registered national securities exchange in the books United States, a member of said corporationthe Investment Dealers Association of Canada or National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in Canada or the United States. -45- -------------------------------------------------------------------------------- (TO BE COMPLETED BY EXERCISOR IF TRUE) The undersigned does hereby irrevocably constitute represents, for the benefit of all holders of Rights and appoint ______________________________________________Common Shares, attorney that the Rights evidenced by this Rights Certificate are not, and, to transfer the warrants knowledge of said corporationthe undersigned, with full power of substitution have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert therewith. Capitalized terms shall have the meaning ascribed thereto in the premisesRights Agreement. Dated: ___________________ _________________________________________ By: ______________________________________ Its: ______________________________________ EXHIBIT G OUTSTANDING CAPITAL Common Stock and Stock Rights As of January 15, 1999: Common Stock Committed and Outstanding 59,062,844 Giving Effect to Restructure of Debenture and Series A Convert $1.1 million Debenture into 2,200,000 Convert $4.4 million Debenture into 7,333,333 ---------- 68,596,177 An Asset Purchase Agreement dated August 30, 1997 between Finet Holdings Corporation and The Real Estate Office Software Company provides for up to 200,000 shares of Finet Stock to be issued to The Real Estate Office Software Company. As of this date, 175,000 shares have been issued, the remaining 25,000 shares are escrowed in a Retention Account pending the outcome of post closing audit reports. On May 19, 1998, the Company entered into a Stock Purchase Agreement with MICAL Mortgage, Inc ----------------------------------------- SIGNATURE ----------------------------------------- ("MICAL") whereby the Company acquired 100% of the issued and outstanding stock of MICAL in exchange for up to 552,430 shares of the Company's common stock, of which 120,460 shares are reserved for potential adjustment for certain currently undetermined contingencies. On October 13, 1998, the Company entered into an employment agreement with ▇▇▇▇ ▇. ▇▇▇▇▇▇ which granted 500,000 restricted shares of common stock. As of this date, 125,000 shares have been issued. On October 15, 1998, the Company entered into an employment agreement with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ which granted 60,000 restricted shares of common stock. As of this date, 15,000 shares have been issued. EXHIBIT H COMPANY OPINION PLEASE PRINT NAME OF COUNSEL EXHIBIT I ESCROW AGREEMENT ESCROW AGREEMENT This ESCROW AGREEMENT, dated as of January 15, 1999 (the "Escrow Agreement"SIGNATOR), is by and among FINET HOLDINGS CORPORATION, a Delaware corporation ("Company"), the SUBSCRIBERS as set forth on Attachment A ("Subscriber" or "Subscribers") and ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, a California professional corporation, as escrow agent (the "Escrow Agent").

Date. The date of this Warrant is January _____________, 1999199__. This ---- Warrant, in all events, shall be wholly void and of no effect after the close of business on the Expiration Date, except that notwithstanding any other provisions hereof, the provisions of Section 7 8 shall continue in full force and effect after such date as to any Warrant Shares or other securities issued upon the exercise of this Warrant. * * * * FINET HOLDINGS CORPORATION SYQUEST TECHNOLOGY, INC. By: ________:______________________________ Name: ACCEPTED: [HOLDER] By: THOMSON KERNAGHAN & CO., LTD. Name: _:____________________________ Title:___________________________ ACCEPTED: -------- [HOLDER] By:_______________________ Name:_____________________ Title:____________________ Address: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ :__________________ __________________________ __________________________ __________________________ EXHIBIT A TO WARRANT -------------------- SUBSCRIPTION FORM TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT FINET HOLDINGS CORPORATION SYQUEST TECHNOLOGY, INC. The undersigned hereby exercises the right to purchase the number of Warrant Shares covered by this Warrant specified below according to the conditions thereof and herewith makes payment therefor in the amount of U.S. $____________________, the Aggregate aggregate Warrant Exercise Price of such Warrant Shares in full, and requests that such . Capitalized terms used herein have the meanings respectively ascribed to them in the Warrant. The undersigned further certifies that: 1. It is acquiring the Warrant Shares be issued for its own account and not as nominee for any other party, for investment and not with a view to, or sale in connection with, any distribution thereof, nor with any present intention of distributing any of the name of: [HOLDER] same except in compliance with all applicable securities laws; and 2. As of this date, it is an "accredited investor" as such term is defined in Rule 501(a)(3) or Rule 501(a)(8) of Regulation D as promulgated by the Securities and Exchange Commission under the Securities Act and an "excluded purchaser" for purposes of Section 25102(f) of the California Corporate Securities Law of 1968. Dated: ________________ By: , _____ [HOLDER] By:___________________________________ Name: ___:_________________________________ Title: _____:________________________________ Address: ______________________________________ Number of Warrant Shares Being Purchased: _____________________ EXHIBIT B TO WARRANT FORM OF WARRANT POWER FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to ______________________________, Federal Identification No. __________________, a warrant to purchase ______________ shares of the capital stock of Finet Holdings Corporation, a Delaware corporation, represented by warrant certificate No. ________, standing in the name of the undersigned on the books of said corporation. The undersigned does hereby irrevocably constitute and appoint ______________________________________________, attorney to transfer the warrants of said corporation, with full power of substitution in the premises. Dated: ___________________ _________________________________________ ByNumber of Warrant Shares Being Purchased: ______________________________________ Its: ______________________________________ EXHIBIT G OUTSTANDING CAPITAL Common Stock F REGISTRATION RIGHTS AGREEMENT [PANGAEA] REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October 8, 1996 by and Stock Rights As of January 15among SyQuest Technology, 1999: Common Stock Committed and Outstanding 59,062,844 Giving Effect to Restructure of Debenture and Series A Convert $1.1 million Debenture into 2,200,000 Convert $4.4 million Debenture into 7,333,333 ---------- 68,596,177 An Asset Purchase Agreement dated August 30Inc., 1997 between Finet Holdings Corporation and The Real Estate Office Software Company provides for up to 200,000 shares of Finet Stock to be issued to The Real Estate Office Software Company. As of this datea Delaware corporation, 175,000 shares have been issued, the remaining 25,000 shares are escrowed in a Retention Account pending the outcome of post closing audit reports. On May 19, 1998, the Company entered into a Stock Purchase Agreement with MICAL Mortgage, Inc ("MICAL") whereby the Company acquired 100% of the issued and outstanding stock of MICAL in exchange for up to 552,430 shares of the Company's common stock, of which 120,460 shares are reserved for potential adjustment for certain currently undetermined contingencies. On October 13, 1998, the Company entered into an employment agreement with ▇▇▇▇ ▇. ▇headquarters located at ▇▇▇▇▇ which granted 500,000 restricted shares of common stock. As of this date, 125,000 shares have been issued. On October 15, 1998, the Company entered into an employment agreement with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ which granted 60,000 restricted shares of common stock. As of this date▇, 15,000 shares have been issued. EXHIBIT H COMPANY OPINION OF COUNSEL EXHIBIT I ESCROW AGREEMENT ESCROW AGREEMENT This ESCROW AGREEMENT, dated as of January 15, 1999 (the "Escrow Agreement"), is by and among FINET HOLDINGS CORPORATION, a Delaware corporation ("Company"), the SUBSCRIBERS as set forth on Attachment A ("Subscriber" or "Subscribers") and ▇▇▇▇▇▇▇, ▇▇ & ▇▇▇▇▇▇, a California professional corporation, as escrow agent ▇ (the "Escrow AgentCompany"), and the undersigned buyers (collectively, the "Buyer").

Date. The date of this Warrant is January ____March 8, 19992000. This Warrant, in all events, shall be wholly void and of no effect after the close of business on the Expiration Date, except that notwithstanding any other provisions hereof, the provisions of Section 7 8 shall continue in full force and effect after such date as to any Warrant Shares or other securities issued upon the exercise of this Warrant. * * * * FINET HOLDINGS CORPORATION ADVANCED OPTICS ELECTRONICS, INC. By: ______________________________________ Name: ACCEPTED: [HOLDER] By: THOMSON KERNAGHAN & CO., LTD. Name: _____________________________ Title:______________________________ Address: ------------------------------------------- Mr. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Executive Vice President EXHIBIT A I TO WARRANT SUBSCRIPTION EXERCISE FORM TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT FINET HOLDINGS CORPORATION ADVANCED OPTICS ELECTRONICS, INC. The undersigned hereby exercises the right to purchase the number of Warrant Shares covered by this the Warrant attached hereto as specified below according to the conditions thereof and herewith makes payment therefor in the amount of U.S. $________ (unless effected by a Cashless Exercise in accordance with the terms of the Warrant), the aggregate Warrant Exercise Price of such Warrant Shares in full pursuant to the terms and conditions of the Warrant. (i) The undersigned agrees not to offer, sell, transfer or otherwise dispose of any Common Stock obtained upon exercise of the Warrant, except under circumstances that will not result in a violation of the 1933 Act or applicable state securities laws. (ii) The undersigned requests that the stock certificates for the Warrant Shares be issued, and a Warrant representing any unexercised portion hereof be issued, pursuant to the terms of the Warrant in the name of the Holder (or such other person(s) indicated below) and delivered to the undersigned (or designee(s)) at the address or addresses set forth below. Dated:_____________, the Aggregate Exercise Price of such Warrant Shares in full, and requests that such Warrant Shares be issued in the name of: [HOLDER] Dated: ________________ . HOLDER: ------------------------------------ By: ______________________________________ ------------------------------------ Name: ____________________________________ ------------------------------------ Title: _____________________________________ ------------------------------------ Address: __________________________________ Number of Warrant Shares Being Purchased: _____________________ EXHIBIT B TO WARRANT FORM OF WARRANT POWER FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to ______________________________, Federal Identification No. __________________, a warrant to purchase ______________ shares of the capital stock of Finet Holdings Corporation, a Delaware corporation, represented by warrant certificate No. ________, standing in the name of the undersigned on the books of said corporation. The undersigned does hereby irrevocably constitute and appoint ______________________________________________, attorney to transfer the warrants of said corporation, with full power of substitution in the premises. Dated: ___________________ _________________________________________ By: ______________________________________ Its: ______________________________________ EXHIBIT G OUTSTANDING CAPITAL Common Stock and Stock Rights As of January 15, 1999: Common Stock Committed and Outstanding 59,062,844 Giving Effect to Restructure of Debenture and Series A Convert $1.1 million Debenture into 2,200,000 Convert $4.4 million Debenture into 7,333,333 ---------- 68,596,177 An Asset Purchase Agreement dated August 30, 1997 between Finet Holdings Corporation and The Real Estate Office Software Company provides for up to 200,000 shares of Finet Stock to be issued to The Real Estate Office Software Company. As of this date, 175,000 shares have been issued, the remaining 25,000 shares are escrowed in a Retention Account pending the outcome of post closing audit reports. On May 19, 1998, the Company entered into a Stock Purchase Agreement with MICAL Mortgage, Inc ("MICAL") whereby the Company acquired 100% of the issued and outstanding stock of MICAL in exchange for up to 552,430 shares of the Company's common stock, of which 120,460 shares are reserved for potential adjustment for certain currently undetermined contingencies. On October 13, 1998, the Company entered into an employment agreement with ▇▇▇▇ ▇. ▇▇▇▇▇▇ which granted 500,000 restricted shares of common stock. As of this date, 125,000 shares have been issued. On October 15, 1998, the Company entered into an employment agreement with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ which granted 60,000 restricted shares of common stock. As of this date, 15,000 shares have been issued. EXHIBIT H COMPANY OPINION OF COUNSEL EXHIBIT I ESCROW AGREEMENT ESCROW AGREEMENT This ESCROW AGREEMENT, dated as of January 15, 1999 (the "Escrow Agreement"), is by and among FINET HOLDINGS CORPORATION, a Delaware corporation ("Company"), the SUBSCRIBERS as set forth on Attachment A ("Subscriber" or "Subscribers") and ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, a California professional corporation, as escrow agent (the "Escrow Agent").------------------------------------ ------------------------------------ ------------------------------------

Date. The date of this Warrant is January _____________, 1999199__. ---- This Warrant, in all events, shall be wholly void and of no effect after the close of business on the Expiration Date, except that notwithstanding any other provisions hereof, the provisions of Section 7 8 shall continue in full force and effect after such date as to any Warrant Shares or other securities issued upon the exercise of this Warrant. * * * * FINET HOLDINGS CORPORATION SYQUEST TECHNOLOGY, INC. By: ______________________________________ Name: ACCEPTED: [HOLDER] By: THOMSON KERNAGHAN & CO., LTD. Name: _____________________________ Title:___________________________ ACCEPTED: -------- [HOLDER] By: ________________________ Name: ______________________ Title: _____________________ Address: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ___________________ ____________________________ ____________________________ ____________________________ EXHIBIT A TO WARRANT -------------------- SUBSCRIPTION FORM TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT FINET HOLDINGS CORPORATION SYQUEST TECHNOLOGY, INC. The undersigned hereby exercises the right to purchase the number of Warrant Shares covered by this Warrant specified below according to the conditions thereof and herewith makes payment therefor of U.S. $_______________, the aggregate Warrant Exercise Price of such Warrant Shares in full. The undersigned further certifies that: 1. It is acquiring the amount Warrant Shares for its own account and not as nominee for any other party, for investment and not with a view to, or sale in connection with, any distribution thereof, nor with any present intention of $distributing any of the same; and 2. As of this date, it is an "accredited investor" as such term is defined in Rule 501(a)(1) of Regulation D as promulgated by the Securities and Exchange Commission under the Securities Act and an "excluded purchaser" for purposes of Section 25102(f) of the California Corporate Securities Law of 1968. [HOLDER] Dated:____________________, the Aggregate Exercise Price of such Warrant Shares in full, and requests that such Warrant Shares be issued in the name of: [HOLDER] Dated: 199________________ . By: ______________________________________ Name: ____________________________________ Title: ___:__________________________________ Address: __________________________________ Number of Warrant Shares Being Purchased: _____________________ EXHIBIT B TO WARRANT FORM OF WARRANT POWER FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to ______________________________, Federal Identification No. __________________, a warrant to purchase ______________ shares of the capital stock of Finet Holdings Corporation, a Delaware corporation, represented by warrant certificate No. ________, standing in the name of the undersigned on the books of said corporation. The undersigned does hereby irrevocably constitute and appoint ______________________________________________, attorney to transfer the warrants of said corporation, with full power of substitution in the premises. Dated: ___________________ ________________________________________ __ By: _______________________________________ ItsNumber of Warrant Shares Being Purchased: ______________________________________ EXHIBIT G OUTSTANDING CAPITAL Common Stock F REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October 8, 1996 by and Stock Rights As of January 15among SyQuest Technology, 1999: Common Stock Committed and Outstanding 59,062,844 Giving Effect to Restructure of Debenture and Series A Convert $1.1 million Debenture into 2,200,000 Convert $4.4 million Debenture into 7,333,333 ---------- 68,596,177 An Asset Purchase Agreement dated August 30Inc., 1997 between Finet Holdings Corporation and The Real Estate Office Software Company provides for up to 200,000 shares of Finet Stock to be issued to The Real Estate Office Software Company. As of this datea Delaware corporation, 175,000 shares have been issued, the remaining 25,000 shares are escrowed in a Retention Account pending the outcome of post closing audit reports. On May 19, 1998, the Company entered into a Stock Purchase Agreement with MICAL Mortgage, Inc ("MICAL") whereby the Company acquired 100% of the issued and outstanding stock of MICAL in exchange for up to 552,430 shares of the Company's common stock, of which 120,460 shares are reserved for potential adjustment for certain currently undetermined contingencies. On October 13, 1998, the Company entered into an employment agreement with ▇▇▇▇ ▇. ▇headquarters located at ▇▇▇▇▇ which granted 500,000 restricted shares of common stock. As of this date, 125,000 shares have been issued. On October 15, 1998, the Company entered into an employment agreement with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ which granted 60,000 restricted shares of common stock. As of this date▇, 15,000 shares have been issued. EXHIBIT H COMPANY OPINION OF COUNSEL EXHIBIT I ESCROW AGREEMENT ESCROW AGREEMENT This ESCROW AGREEMENT, dated as of January 15, 1999 (the "Escrow Agreement"), is by and among FINET HOLDINGS CORPORATION, a Delaware corporation ("Company"), the SUBSCRIBERS as set forth on Attachment A ("Subscriber" or "Subscribers") and ▇▇▇▇▇▇▇, ▇▇ & ▇▇▇▇▇▇, a California professional corporation, as escrow agent ▇ (the "Escrow AgentCompany"), and the undersigned buyers (each, a "Buyer" and, collectively, the "Buyers").

Date. The date of this Warrant is January ____November 12, 1999. This Warrant, in all events, shall be wholly void and of no effect after the close of business on the Expiration Date, except that notwithstanding any other provisions hereof, the provisions of Section 7 8 shall continue in full force and effect after such date as to any Warrant Shares or other securities issued upon the exercise of this Warrant. * * * * FINET HOLDINGS CORPORATION [SIGNATURE PAGE TO ▇▇▇▇▇▇▇ # ▇▇ DATED NOVEMBER 12, 1999] THERMACELL TECHNOLOGIES, INC. By: __________________________________ Mr. John Pidorenko, Chief Executive Officer EXHIBIT I TO WARRANT EXERCISE FORM TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT THERMACELL TECHNOLOGIES, INC. The undersigned hereby exercises the right to purchase the number of Warrant Shares covered by the Warrant attached hereto as specified below according to the conditions thereof and herewith makes payment of U.S. $ (unless effected by a Cashless Exercise in accordance with the terms of the Warrant), the aggregate Warrant Exercise Price of such Warrant Shares in full pursuant to the terms and conditions of the Warrant. (i) The undersigned agrees not to offer, sell, transfer or otherwise dispose of any Common Stock obtained upon exercise of the Warrant, except under circumstances that will not result in a violation of the 1933 Act or applicable state securities laws. (ii) The undersigned requests that the stock certificates for the Warrant Shares be issued, and a Warrant representing any unexercised portion hereof be issued, pursuant to the terms of the Warrant in the name of the Holder (or such other person(s) indicated below) and delivered to the undersigned (or designee(s)) at the address or addresses set forth below. Dated: , _____ Name: ACCEPTED: [. ----------------------- HOLDER] By: THOMSON KERNAGHAN & CO., LTD. Name: _____________________________ Title:______________________________ Address: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ EXHIBIT A TO WARRANT SUBSCRIPTION FORM TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT FINET HOLDINGS CORPORATION The undersigned hereby exercises the right to purchase the number of Warrant Shares covered by this Warrant specified below according to the conditions thereof and herewith makes payment therefor in the amount of $____________________, the Aggregate Exercise Price of such Warrant Shares in full, and requests that such Warrant Shares be issued in the name of: [HOLDER] DatedBy: ________________ By: ______________________________________ Name: _____________________________________ Title: ______________________________________ Address: ___________________________________ Number of Warrant Shares Being Purchased: _____________________ EXHIBIT B TO WARRANT FORM OF WARRANT POWER FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to ______________________________, Federal Identification No. __________________, a warrant to purchase ______________ shares of the capital stock of Finet Holdings Corporation, a Delaware corporation, represented by warrant certificate No. ________, standing in the name of the undersigned on the books of said corporation. The undersigned does hereby irrevocably constitute and appoint ______________________________________________, attorney to transfer the warrants of said corporation, with full power of substitution in the premises. Dated: ___________________ _________________________________________ By: ______________________________________ Its: ______________________________________ EXHIBIT G OUTSTANDING CAPITAL Common Stock and Stock Rights As C REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January 15November 12, 1999: Common Stock Committed , by and Outstanding 59,062,844 Giving Effect to Restructure of Debenture and Series A Convert $1.1 million Debenture into 2,200,000 Convert $4.4 million Debenture into 7,333,333 ---------- 68,596,177 An Asset Purchase Agreement dated August 30between Thermacell Technologies, 1997 between Finet Holdings Corporation and The Real Estate Office Software Company provides for up to 200,000 shares of Finet Stock to be issued to The Real Estate Office Software Company. As of this dateInc., 175,000 shares have been issued, a corporation organized under the remaining 25,000 shares are escrowed in a Retention Account pending the outcome of post closing audit reports. On May 19, 1998, the Company entered into a Stock Purchase Agreement with MICAL Mortgage, Inc ("MICAL") whereby the Company acquired 100% laws of the issued and outstanding stock State of MICAL in exchange for up to 552,430 shares of the Company's common stockFlorida, of which 120,460 shares are reserved for potential adjustment for certain currently undetermined contingencies. On October 13U.S.A., 1998, the Company entered into an employment agreement with headquarters located at ▇▇▇▇ ▇. ▇▇▇▇▇▇ which granted 500,000 restricted shares of common stock. As of this date, 125,000 shares have been issued. On October 15, 1998, the Company entered into an employment agreement with ▇▇▇▇▇▇▇ ▇. ▇▇▇., ▇▇▇▇▇ which granted 60,000 restricted shares of common stock. As of this date▇▇▇, 15,000 shares have been issued. EXHIBIT H COMPANY OPINION OF COUNSEL EXHIBIT I ESCROW AGREEMENT ESCROW AGREEMENT This ESCROW AGREEMENT, dated as of January 15, 1999 (the "Escrow Agreement"), is by and among FINET HOLDINGS CORPORATION, a Delaware corporation ("Company"), the SUBSCRIBERS as set forth on Attachment A ("Subscriber" or "Subscribers") and ▇▇▇▇▇▇▇▇ & ▇, ▇▇▇▇▇▇, a California professional corporation, as escrow agent ▇ ▇▇▇▇▇ (the "Escrow AgentCompany"), and the buyer set forth on the execution page hereof (the "Buyer").

Date. The date of this Warrant is January _____________, 1999199__. This ---- Warrant, in all events, shall be wholly void and of no effect after the close of business on the Expiration Date, except that notwithstanding any other provisions hereof, the provisions of Section 7 8 shall continue in full force and effect after such date as to any Warrant Shares or other securities issued upon the exercise of this Warrant. * * * * FINET HOLDINGS CORPORATION SYQUEST TECHNOLOGY, INC. By: ___:___________________________________ Name: :_________________________________ Title:________________________________ ACCEPTED: -------- [HOLDER] By: THOMSON KERNAGHAN & CO., LTD. :_________________________________ Name: :_______________________________ Title:______________________________ Address: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ EXHIBIT A TO WARRANT SUBSCRIPTION FORM TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT FINET HOLDINGS CORPORATION The undersigned hereby exercises the right to purchase the number of Warrant Shares covered by this Warrant specified below according to the conditions thereof and herewith makes payment therefor in the amount of $:____________________, the Aggregate Exercise Price of such Warrant Shares in full, and requests that such Warrant Shares be issued in the name of: [HOLDER] Dated: ________________ By: ______________________________________ Name: ____________________________________ Title____________________________________ EXHIBIT A TO WARRANT -------------------- SUBSCRIPTION FORM TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT SYQUEST TECHNOLOGY, INC. The undersigned hereby exercises the right to purchase the number of Warrant Shares covered by this Warrant specified below according to the conditions thereof and herewith makes payment of U.S. $_______________, the aggregate Warrant Exercise Price of such Warrant Shares in full. The undersigned further certifies that: 1. It is acquiring the Warrant Shares for its own account and not as nominee for any other party, for investment and not with a view to, or sale in connection with, any distribution thereof, nor with any present intention of distributing any of the same; and 2. As of this date, it is an "accredited investor" as such term is defined in Rule 501(a)(1) of Regulation D as promulgated by the Securities and Exchange Commission under the Securities Act and an "excluded purchaser" for purposes of Section 25102(f) of the California Corporate Securities Law of 1968. Dated: ______________, _____ [HOLDER] By:___________________________________ Name:_________________________________ Title:________________________________ Address: ______________________________________ Number of Warrant Shares Being Purchased: _____________________ EXHIBIT B TO WARRANT FORM OF WARRANT POWER FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to ______________________________, Federal Identification No. __________________, a warrant to purchase ______________ shares of the capital stock of Finet Holdings Corporation, a Delaware corporation, represented by warrant certificate No. ________, standing in the name of the undersigned on the books of said corporation. The undersigned does hereby irrevocably constitute and appoint ______________________________________________, attorney to transfer the warrants of said corporation, with full power of substitution in the premises. Dated: ___________________ _________________________________________ ByNumber of Warrant Shares Being Purchased: ______________________________________ Its: ______________________________________ EXHIBIT G OUTSTANDING CAPITAL Common Stock F REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October 8, 1996 by and Stock Rights As of January 15among SyQuest Technology, 1999: Common Stock Committed and Outstanding 59,062,844 Giving Effect to Restructure of Debenture and Series A Convert $1.1 million Debenture into 2,200,000 Convert $4.4 million Debenture into 7,333,333 ---------- 68,596,177 An Asset Purchase Agreement dated August 30Inc., 1997 between Finet Holdings Corporation and The Real Estate Office Software Company provides for up to 200,000 shares of Finet Stock to be issued to The Real Estate Office Software Company. As of this datea Delaware corporation, 175,000 shares have been issued, the remaining 25,000 shares are escrowed in a Retention Account pending the outcome of post closing audit reports. On May 19, 1998, the Company entered into a Stock Purchase Agreement with MICAL Mortgage, Inc ("MICAL") whereby the Company acquired 100% of the issued and outstanding stock of MICAL in exchange for up to 552,430 shares of the Company's common stock, of which 120,460 shares are reserved for potential adjustment for certain currently undetermined contingencies. On October 13, 1998, the Company entered into an employment agreement with ▇▇▇▇ ▇. ▇headquarters located at ▇▇▇▇▇ which granted 500,000 restricted shares of common stock. As of this date, 125,000 shares have been issued. On October 15, 1998, the Company entered into an employment agreement with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ which granted 60,000 restricted shares of common stock. As of this date▇, 15,000 shares have been issued. EXHIBIT H COMPANY OPINION OF COUNSEL EXHIBIT I ESCROW AGREEMENT ESCROW AGREEMENT This ESCROW AGREEMENT, dated as of January 15, 1999 (the "Escrow Agreement"), is by and among FINET HOLDINGS CORPORATION, a Delaware corporation ("Company"), the SUBSCRIBERS as set forth on Attachment A ("Subscriber" or "Subscribers") and ▇▇▇▇▇▇▇, ▇▇ & ▇▇▇▇▇▇, a California professional corporation, as escrow agent ▇ (the "Escrow AgentCompany"), and the undersigned buyers (collectively, the "Buyer").

Date. The date Signed: ------------------ -------------------------- (Sign exactly as your name appears on the other side of this Warrant Security) Signature Guarantee: ---------------------------------- Note: Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED The undersigned represents and warrants that it is January ____, 1999. This Warrant, purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "QUALIFIED INSTITUTIONAL BUYER" within the meaning of Rule 144A under the Securities Act and is aware that the sale to it is being made in all events, shall be wholly void reliance on Rule 144A and of no effect after acknowledges that it has received such information regarding the close of business on Company as the Expiration Date, except undersigned has requested pursuant to Rule 144A or has determined not to request such information and that notwithstanding any other provisions hereof, it is aware that the provisions of Section 7 shall continue in full force and effect after such date as to any Warrant Shares or other securities issued transferor is relying upon the exercise undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: Signed: ------------------ -------------------------- NOTICE: To be executed by an executive officer. CONVERSION NOTICE If you want to convert this Security into Common Stock of the Company, check the box: / / To convert only part of this Warrant. * * * * FINET HOLDINGS CORPORATION By: ______Security, state the Principal Amount to be converted (which must be $1,000 or an integral multiple of $1,000): $________________________________ Name: ACCEPTED: [HOLDER] By: THOMSON KERNAGHAN & CO.If you want the stock certificate made out in another person's name, LTD. Name: _____________________________ Title:______________________________ Address: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ EXHIBIT A TO WARRANT SUBSCRIPTION FORM TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT FINET HOLDINGS CORPORATION The undersigned hereby exercises the right to purchase the number of Warrant Shares covered by this Warrant specified below according to the conditions thereof and herewith makes payment therefor fill in the amount of $____________________, the Aggregate Exercise Price of such Warrant Shares in full, and requests that such Warrant Shares be issued in the name ofform below: [HOLDER] Dated: ________________ By: ______________________________________ Name: ____________________________________ Title: _____________________________________ Address: __________________________________ Number of Warrant Shares Being Purchased: _____________________ EXHIBIT B TO WARRANT FORM OF WARRANT POWER FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to ______________________________, Federal Identification No. __________________, a warrant to purchase ______________ shares of the capital stock of Finet Holdings Corporation, a Delaware corporation, represented by warrant certificate No. ________, standing in the name of the undersigned on the books of said corporation. The undersigned does hereby irrevocably constitute and appoint ______________________________________________, attorney to transfer the warrants of said corporation, with full power of substitution in the premises. Dated: __________________________________ (Insert other person's social security or tax ID no.) ________________________________________________________________________________ _________________________________________ By: ________________________________________ Its: ________________________________________________________________________________ EXHIBIT G OUTSTANDING CAPITAL Common Stock (Print or type other person's name, address and Stock Rights As of January 15, 1999zip code) Date: Common Stock Committed and Outstanding 59,062,844 Giving Effect to Restructure of Debenture and Series A Convert $1.1 million Debenture into 2,200,000 Convert $4.4 million Debenture into 7,333,333 ---------- 68,596,177 An Asset Purchase Agreement dated August 30, 1997 between Finet Holdings Corporation and The Real Estate Office Software Company provides for up to 200,000 shares of Finet Stock to be issued to The Real Estate Office Software Company. As Signed: ------------------ -------------------------- (Sign exactly as your name appears on the other side of this dateSecurity) Signature Guarantee: ---------------------------------- Note: Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Security Registrar, 175,000 shares which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been issued, the remaining 25,000 shares are escrowed in a Retention Account pending the outcome of post closing audit reports. On May 19, 1998, the Company entered into a Stock Purchase Agreement with MICAL Mortgage, Inc ("MICAL") whereby the Company acquired 100% of the issued and outstanding stock of MICAL in exchange for up to 552,430 shares of the Company's common stock, of which 120,460 shares are reserved for potential adjustment for certain currently undetermined contingencies. On October 13, 1998, the Company entered into an employment agreement with ▇▇▇▇ ▇. ▇▇▇▇▇▇ which granted 500,000 restricted shares of common stock. As of this date, 125,000 shares have been issued. On October 15, 1998, the Company entered into an employment agreement with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ which granted 60,000 restricted shares of common stock. As of this date, 15,000 shares have been issued. EXHIBIT H COMPANY OPINION OF COUNSEL EXHIBIT I ESCROW AGREEMENT ESCROW AGREEMENT This ESCROW AGREEMENT, dated as of January 15, 1999 (the "Escrow Agreement"), is by and among FINET HOLDINGS CORPORATION, a Delaware corporation ("Company"), the SUBSCRIBERS as set forth on Attachment A ("Subscriber" or "Subscribers") and ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, a California professional corporation, as escrow agent (the "Escrow Agent").made:

Date. The date of this Warrant is January ____June 30, 19991998. This Warrant, in all events, shall be wholly void and of no effect after the close of business on the Expiration Date, except that notwithstanding any other provisions hereof, the provisions of Section 7 11 shall continue in full force and effect after such date as to any Warrant Shares or other securities issued upon the exercise of this Warrant. * * * * FINET HOLDINGS CORPORATION INFINITE GROUP, INC. By: ______________________________________ --------------------------------- Name: ACCEPTED: [HOLDER] By: THOMSON KERNAGHAN & CO., LTD. Name: _____________________________ Title:______________________________ Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer AGREED TO AND ACCEPTED ------------------------------------- ▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇, ▇▇▇▇▇ EXHIBIT A TO WARRANT SUBSCRIPTION FORM TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH REGISTERED HOLDER DESIRES TO EXERCISE THIS WARRANT FINET HOLDINGS CORPORATION INFINITE GROUP, INC. The undersigned hereby exercises the right to purchase the number of Warrant Shares covered by this Warrant specified below according to the conditions thereof and herewith makes payment therefor in the amount of U.S. $____________________, the Aggregate aggregate Warrant Exercise Price of such Warrant Shares in full, and requests that such Warrant Shares be issued in the name of: [HOLDER] Dated: ________________ By: ______________________________________ Name: ____________________________________ Title: _____________________________________ Address: __________________________________ Number of Warrant Shares Being Purchased: _____________________ EXHIBIT B TO WARRANT FORM OF WARRANT POWER FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to ______________________________, Federal Identification No. __________________, a warrant to purchase ______________ shares of the capital stock of Finet Holdings Corporation, a Delaware corporation, represented by warrant certificate No. ________, standing in the name of the undersigned on the books of said corporation. The undersigned does hereby irrevocably constitute represents that it is purchasing the Warrant Shares for its own account for investment and appoint ______________________________________________not with a view to, attorney or sale in connection with, any distribution hereof, nor with any present intention of distributing the same. The undersigned represents that it is an "accredited investor" as such term is defined under Regulation D of the Securities Act of 1933, as amended ("Securities Act"). The Warrant Shares may not be sold, pledged, transferred, hypothecated, or otherwise disposed of except pursuant to transfer an effective registration thereof under the warrants Securities Act, or unless the Company shall have received an opinion of said corporation, with full power of substitution in counsel satisfactory to the premisesCompany that such registration is not required. Dated: ___________________ _________________________________________ INVESTOR By: ______________________________________ Its------------------------------ Name: ______________________________________ EXHIBIT G OUTSTANDING CAPITAL Common Stock and Stock Rights As of January 15, 1999---------------------------- Title: Common Stock Committed and Outstanding 59,062,844 Giving Effect to Restructure of Debenture and Series A Convert $1.1 million Debenture into 2,200,000 Convert $4.4 million Debenture into 7,333,333 ---------- 68,596,177 An Asset Purchase Agreement dated August 30, 1997 between Finet Holdings Corporation and The Real Estate Office Software Company provides for up to 200,000 shares of Finet Stock to be issued to The Real Estate Office Software Company. As of this date, 175,000 shares have been issued, the remaining 25,000 shares are escrowed in a Retention Account pending the outcome of post closing audit reports. On May 19, 1998, the Company entered into a Stock Purchase Agreement with MICAL Mortgage, Inc ("MICAL") whereby the Company acquired 100% of the issued and outstanding stock of MICAL in exchange for up to 552,430 shares of the Company's common stock, of which 120,460 shares are reserved for potential adjustment for certain currently undetermined contingencies. On October 13, 1998, the Company entered into an employment agreement with ▇▇▇▇ ▇. ▇▇▇▇▇▇ which granted 500,000 restricted shares of common stock. As of this date, 125,000 shares have been issued. On October 15, 1998, the Company entered into an employment agreement with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ which granted 60,000 restricted shares of common stock. As of this date, 15,000 shares have been issued. EXHIBIT H COMPANY OPINION OF COUNSEL EXHIBIT I ESCROW AGREEMENT ESCROW AGREEMENT This ESCROW AGREEMENT, dated as of January 15, 1999 (the "Escrow Agreement"), is by and among FINET HOLDINGS CORPORATION, a Delaware corporation ("Company"), the SUBSCRIBERS as set forth on Attachment A ("Subscriber" or "Subscribers") and ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, a California professional corporation, as escrow agent (the "Escrow Agent").--------------------------- Address: ------------------------- --------------------------------- ---------------------------------

Date. The date of this Warrant is January ____LESSEE: ------------------------------ HOMESTEAD TECHNOLOGIES, 1999INC. This Warrant, in all events, shall be wholly void and of no effect after the close of business on the Expiration Date, except that notwithstanding any other provisions hereof, the provisions of Section 7 shall continue in full force and effect after such date as to any Warrant Shares or other securities issued upon the exercise of this Warrant. * * * * FINET HOLDINGS CORPORATION By: ______________________________________ Name: ACCEPTED: [HOLDER] By: THOMSON KERNAGHAN & CO., LTD. Name: _____________________________ Title:______________________________ Address: /s/ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ----------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇ --------------------------------- Title: President -------------------------------- EQUIPMENT SCHEDULE NO. 10840-10 TO MASTER LEASE AGREEMENT NUMBER 10840 DATED SEPTEMBER 28, 1998 LESSOR: DOMINION VENTURE FINANCE L.L.C. LESSEE: HOMESTEAD TECHNOLOGIES, INC. ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ EXHIBIT A TO WARRANT SUBSCRIPTION FORM TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT FINET HOLDINGS CORPORATION The undersigned hereby exercises the right to purchase the number of Warrant Shares covered by this Warrant specified below according to the conditions thereof and herewith makes payment therefor in the amount of $____________________, the Aggregate Exercise Price of such Warrant Shares in full, and requests that such Warrant Shares be issued in the name of: [HOLDER] Dated: ________________ By: ______________________________________ Name: ____________________________________ Title: _____________________________________ Address: __________________________________ Number of Warrant Shares Being Purchased: _____________________ EXHIBIT B TO WARRANT FORM OF WARRANT POWER FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to ______________________________, Federal Identification No. __________________, a warrant to purchase ______________ shares of the capital stock of Finet Holdings Corporation, a Delaware corporation, represented by warrant certificate No. ________, standing in the name of the undersigned on the books of said corporation. The undersigned does hereby irrevocably constitute and appoint ______________________________________________, attorney to transfer the warrants of said corporation, with full power of substitution in the premises. Dated: ___________________ _________________________________________ By: ______________________________________ Its: ______________________________________ EXHIBIT G OUTSTANDING CAPITAL Common Stock and Stock Rights As of January 15, 1999: Common Stock Committed and Outstanding 59,062,844 Giving Effect to Restructure of Debenture and Series A Convert $1.1 million Debenture into 2,200,000 Convert $4.4 million Debenture into 7,333,333 ---------- 68,596,177 An Asset Purchase Agreement dated August 30, 1997 between Finet Holdings Corporation and The Real Estate Office Software Company provides for up to 200,000 shares of Finet Stock to be issued to The Real Estate Office Software Company. As of this date, 175,000 shares have been issued, the remaining 25,000 shares are escrowed in a Retention Account pending the outcome of post closing audit reports. On May 19, 1998, the Company entered into a Stock Purchase Agreement with MICAL Mortgage, Inc ("MICAL") whereby the Company acquired 100% of the issued and outstanding stock of MICAL in exchange for up to 552,430 shares of the Company's common stock, of which 120,460 shares are reserved for potential adjustment for certain currently undetermined contingencies. On October 13, 1998, the Company entered into an employment agreement with ▇▇▇▇, ▇▇ ▇. ▇▇▇▇▇▇ which granted 500,000 restricted shares This is one of common stockthe "Schedules" to the above-referenced Master Lease Agreement (the "Lease"). As This Schedule together with the Lease constitutes a lease of the Equipment described on Annex A hereto and all terms and conditions of the Lease are hereby expressly incorporated into this Schedule and made a part hereof by this reference. By their execution of this dateSchedule, 125,000 shares the parties reaffirm all terms and conditions of the Master Lease Agreement except as they may be modified hereby. This Schedule shall become effective on the later of the date executed by Lessor or the date on which each of the conditions set forth in Part 2 of Addendum I to the Lease are satisfied or waived. Capitalized terms used in this Schedule and not otherwise defined herein shall have been issuedthe respective meanings set forth in the Lease. On October TOTAL EQUIPMENT COST....................... $57,233.70 FUNDING EXPIRATION DATE.................... August 15, 19982000 RENTAL AMOUNT Months 1-12............................ $ 405.39 Months 13-42........................... $2,109.63 FREQUENCY.................................. Monthly, the Company entered into an employment agreement with in advance INITIAL TERM............................... 42 Months COMMENCEMENT DATE.......................... November 1, 1999 ADVANCE RENTAL............................. $2,109.63 SECURITY DEPOSIT........................... $0.00 EQUIPMENT LOCATION........... Homestead Technologies, Inc. ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ LESSEE CONTACT............... ▇▇▇▇▇▇ which granted 60,000 restricted shares of common stock. As of this date, 15,000 shares have been issued. EXHIBIT H COMPANY OPINION OF COUNSEL EXHIBIT I ESCROW AGREEMENT ESCROW AGREEMENT This ESCROW AGREEMENT, dated as of January 15, 1999 (the "Escrow Agreement"), is by and among FINET HOLDINGS CORPORATION, a Delaware corporation ("Company"), the SUBSCRIBERS as set forth on Attachment A ("Subscriber" or "Subscribers") and ▇▇▇▇▇▇▇▇ & (▇▇▇) ▇▇▇, a California professional corporation, as escrow agent (the "Escrow Agent")-▇▇▇▇ SEE ANNEX A ATTACHED HERETO FOR EQUIPMENT DESCRIPTION.

Date. The date of this Warrant is January ____, 1999______. This Warrant, in all events, shall be wholly void and of no effect after the close of business on the Expiration Date, except that notwithstanding any other provisions hereof, the provisions of Section 7 shall continue in full force and effect after such date as to any Warrant Shares or other securities issued upon the exercise of this Warrant. * * * * FINET HOLDINGS CORPORATION 29 AMERICAN BIOMED, INC. By: ______________________________________ --------------------------------- Name: --------------------------------- President and Chief Executive Officer ACCEPTED: [HOLDER] By: THOMSON KERNAGHAN & CO., LTD. -------------------------- Name: _____________________________ ------------------------ Title:______________________________ : ----------------------- Address: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ --------------------- ----------------------------- ----------------------------- EXHIBIT A TO WARRANT SUBSCRIPTION FORM TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT FINET HOLDINGS CORPORATION AMERICAN BIOMED, INC. The undersigned hereby exercises the right to purchase the number of Warrant Shares covered by this Warrant specified below according to the conditions thereof and herewith makes payment therefor in the amount of $____________________, the Aggregate Exercise Price of such Warrant Shares in full, and requests that such Warrant Shares be issued in the name of: [HOLDER] Dated: ________________ ------------------------- By: ______________________________________ ------------------------------ Name: ____________________________________ ---------------------------- Title: _____________________________________ --------------------------- Address: __________________________________ Number of Warrant Shares Being Purchased: _____________________ EXHIBIT B TO WARRANT FORM OF WARRANT POWER FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to ______________________________, Federal Identification No. __________________, a warrant to purchase ______________ shares of the capital stock of Finet Holdings Corporation, a Delaware corporation, represented by warrant certificate No. ________, standing in the name of the undersigned on the books of said corporation. The undersigned does hereby irrevocably constitute and appoint ______________________________________________, attorney to transfer the warrants of said corporation, with full power of substitution in the premises. Dated: ___________________ _________________________________________ By: ______________________________________ Its: ______________________________________ EXHIBIT G OUTSTANDING CAPITAL Common Stock and Stock Rights As of January 15, 1999: Common Stock Committed and Outstanding 59,062,844 Giving Effect to Restructure of Debenture and Series A Convert $1.1 million Debenture into 2,200,000 Convert $4.4 million Debenture into 7,333,333 ---------- 68,596,177 An Asset Purchase Agreement dated August 30, 1997 between Finet Holdings Corporation and The Real Estate Office Software Company provides for up to 200,000 shares of Finet Stock to be issued to The Real Estate Office Software Company. As of this date, 175,000 shares have been issued, the remaining 25,000 shares are escrowed in a Retention Account pending the outcome of post closing audit reports. On May 19, 1998, the Company entered into a Stock Purchase Agreement with MICAL Mortgage, Inc ("MICAL") whereby the Company acquired 100% of the issued and outstanding stock of MICAL in exchange for up to 552,430 shares of the Company's common stock, of which 120,460 shares are reserved for potential adjustment for certain currently undetermined contingencies. On October 13, 1998, the Company entered into an employment agreement with ▇▇▇▇ ▇. ▇▇▇▇▇▇ which granted 500,000 restricted shares of common stock. As of this date, 125,000 shares have been issued. On October 15, 1998, the Company entered into an employment agreement with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ which granted 60,000 restricted shares of common stock. As of this date, 15,000 shares have been issued. EXHIBIT H COMPANY OPINION OF COUNSEL EXHIBIT I ESCROW AGREEMENT ESCROW AGREEMENT This ESCROW AGREEMENT, dated as of January 15, 1999 (the "Escrow Agreement"), is by and among FINET HOLDINGS CORPORATION, a Delaware corporation ("Company"), the SUBSCRIBERS as set forth on Attachment A ("Subscriber" or "Subscribers") and ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, a California professional corporation, as escrow agent (the "Escrow Agent").------------------------- ------------------------- ------------------------- -------------------------

Date. The date of this Warrant is January ____July 30, 19991996. This ---- Warrant, in all events, shall be wholly void and of no effect after the close of business on the Expiration Date, except that notwithstanding any other provisions hereof, the provisions of Section 7 8 shall continue in full force and effect after such date as to any Warrant Shares or other securities issued upon the exercise of this Warrant. * * * * FINET HOLDINGS SYQUEST TECHNOLOGY, INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------- Title: Sr. VP & CFO --------------------------------- ACCEPTED: -------- ▇▇▇▇▇▇▇ CAPITAL INTERNATIONAL CORPORATION By: _______:_______________________________ Name: ACCEPTED: [HOLDER] By: THOMSON KERNAGHAN & CO., LTD. Name: :_____________________________ Title:______________________________ Address: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ EXHIBIT A TO WARRANT SUBSCRIPTION FORM TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT FINET HOLDINGS CORPORATION The undersigned hereby exercises the right to purchase the number of Warrant Shares covered by this Warrant specified below according to the conditions thereof and herewith makes payment therefor in the amount of $:____________________, the Aggregate Exercise Price of such Warrant Shares in full, and requests that such Warrant Shares be issued in the name of: [HOLDER] Dated: ______ __________________________________ __________________________________ EXHIBIT A TO WARRANT -------------------- SUBSCRIPTION FORM TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH REGISTERED HOLDER DESIRES TO EXERCISE THIS WARRANT SYQUEST TECHNOLOGY, INC. The undersigned hereby exercises the right to purchase Warrant Shares covered by this Warrant according to the conditions thereof and herewith makes payment of U.S. $_______________, the aggregate Warrant Exercise Price of such Warrant Shares in full. The undersigned further certifies that: 1. It is acquiring the Warrant Shares for its own account and not as nominee for any other party, for investment and not with a view to, or sale in connection with, any distribution thereof, nor with any present intention of distributing any of the same; and 2. As of this date, it is an "accredited investor" as such term is defined in Rule 501(a)(1) of Regulation D as promulgated by the Securities and Exchange Commission under the Securities Act and an "excluded purchaser" for purposes of Section 25102(f) of the California Corporate Securities Law of 1968. ▇▇▇▇▇▇▇ CAPITAL INTERNATIONAL CORPORATION: By: ______________________________________ Name: ____________________________________ Title: _____________________________________ Address: __________________________________ Number of Warrant Shares Being Purchased: _____________________ EXHIBIT B TO WARRANT FORM OF WARRANT POWER FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to ______________________________, Federal Identification No. __________________, a warrant to purchase ______________ shares of the capital stock of Finet Holdings Corporation, a Delaware corporation, represented by warrant certificate No. ________, standing in the name of the undersigned on the books of said corporation. The undersigned does hereby irrevocably constitute and appoint ______________________________________________, attorney to transfer the warrants of said corporation, with full power of substitution in the premises. Dated: ___________________ _________________________________________ By: ______________________________________ Its: ______________________________________ EXHIBIT G OUTSTANDING CAPITAL Common Stock and Stock Rights As of January 15, 1999: Common Stock Committed and Outstanding 59,062,844 Giving Effect to Restructure of Debenture and Series A Convert $1.1 million Debenture into 2,200,000 Convert $4.4 million Debenture into 7,333,333 ---------- 68,596,177 An Asset Purchase Agreement dated August 30, 1997 between Finet Holdings Corporation and The Real Estate Office Software Company provides for up to 200,000 shares of Finet Stock to be issued to The Real Estate Office Software Company. As of this date, 175,000 shares have been issued, the remaining 25,000 shares are escrowed in a Retention Account pending the outcome of post closing audit reports. On May 19, 1998, the Company entered into a Stock Purchase Agreement with MICAL Mortgage, Inc ("MICAL") whereby the Company acquired 100% of the issued and outstanding stock of MICAL in exchange for up to 552,430 shares of the Company's common stock, of which 120,460 shares are reserved for potential adjustment for certain currently undetermined contingencies. On October 13, 1998, the Company entered into an employment agreement with ▇▇▇▇ ▇. ▇▇▇▇▇▇ which granted 500,000 restricted shares of common stock. As of this date, 125,000 shares have been issued. On October 15, 1998, the Company entered into an employment agreement with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ which granted 60,000 restricted shares of common stock. As of this date, 15,000 shares have been issued. EXHIBIT H COMPANY OPINION OF COUNSEL EXHIBIT I ESCROW AGREEMENT ESCROW AGREEMENT This ESCROW AGREEMENT, dated as of January 15, 1999 (the "Escrow Agreement"), is by and among FINET HOLDINGS CORPORATION, a Delaware corporation ("Company"), the SUBSCRIBERS as set forth on Attachment A ("Subscriber" or "Subscribers") and ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, a California professional corporation, as escrow agent (the "Escrow Agent").

Date. The date This Agreement is executed and effective as of this Warrant is January ______________, 19992002. This WarrantSimple Devices, in all eventsInc., shall be wholly void and of no effect after the close of business on the Expiration Date, except that notwithstanding any other provisions hereof, the provisions of Section 7 shall continue in full force and effect after such date as to any Warrant Shares or other securities issued upon the exercise of this Warrant. * * * * FINET HOLDINGS CORPORATION a Delaware corporation By: :_________________________________________ Name: ACCEPTED: [HOLDER] President By: THOMSON KERNAGHAN & CO., LTD. Name: _____________________________ Title:______________________________ Address: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ EXHIBIT A TO WARRANT SUBSCRIPTION FORM TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT FINET HOLDINGS CORPORATION The undersigned hereby exercises the right to purchase the number of Warrant Shares covered by this Warrant specified below according to the conditions thereof and herewith makes payment therefor in the amount of $____________________, the Aggregate Exercise Price of such Warrant Shares in full, and requests that such Warrant Shares be issued in the name of: [HOLDER] Dated: ________________ By: ______________________________________ Name: Secretary Rockford Corporation, an Arizona corporation By:____________________________________ Title: _____________________________________ Address: President By:_________________________________________ Number of Warrant Shares Being Purchased: _____________________ EXHIBIT B TO WARRANT FORM OF WARRANT POWER FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to ______________________________, Federal Identification No. __________________, a warrant to purchase ______________ shares of the capital stock of Finet Holdings Corporation, a Delaware corporation, represented by warrant certificate No. ________, standing in the name of the undersigned on the books of said corporation. Secretary The undersigned does hereby irrevocably constitute consents to his appointment as Shareholders' Representative under this Agreement, agrees to serve in such capacity at and appoint after the Closing (subject to removal or resignation as permitted under this Agreement), and agrees to be bound by the terms of this Agreement. ____________________________________________ Lou Hughes Address:___, attorney to transfer the warrants of said corporation, with full power of substitution in the premises. Dated: _________________________________ ____________________________________ ____________________________________ Telephone: (___)___________________________ Facsimile: (___)__________________________ SHAREHOLDER SIGNATURE PAGE The Shareholder identified below accepts and agrees to be bound by the terms and conditions of this Agreement. Shareholder authorizes Corporation and Rockford to attach this Shareholder Signature Page to the Agreement. This Shareholder Signature Page will not be effective until shareholders of Corporation holding at least *** of the capital stock of Corporation held by such shareholders (other than Rockford Corporation) on a fully-diluted basis consent to be bound by this Agreement. ____________________________________________ Shareholder's Name ____________________________________________ Individual's Signature OR By: :_________________________________________ Its: :________________________________________ EXHIBIT G OUTSTANDING CAPITAL Common Stock and Stock Rights As OR ____________________________________________ Name of January 15, 1999: Common Stock Committed and Outstanding 59,062,844 Giving Effect to Restructure Attorney ____________________________________________ Attorney in Fact's Signature (Power of Debenture and Series A Convert $1.1 million Debenture into 2,200,000 Convert $4.4 million Debenture into 7,333,333 ---------- 68,596,177 An Asset Purchase Agreement dated August 30, 1997 between Finet Holdings Corporation and The Real Estate Office Software Company provides for up to 200,000 shares Attorney Attached) CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION Exhibit 10.4 Opinion of Finet Stock to be issued to The Real Estate Office Software Company. As of this date, 175,000 shares have been issued, the remaining 25,000 shares are escrowed in a Retention Account pending the outcome of post closing audit reports. On May 19, 1998, the Company entered into a Stock Purchase Agreement with MICAL Mortgage, Inc ("MICAL") whereby the Company acquired 100% of the issued and outstanding stock of MICAL in exchange for up to 552,430 shares of the Company's common stockCounsel October 16, of which 120,460 shares are reserved for potential adjustment for certain currently undetermined contingencies. On October 132002 Brobeck, 1998, the Company entered into an employment agreement with Phleger & Harrison LLP ▇▇▇▇ University Avenue Ea▇▇ ▇▇▇▇ ▇. ▇▇▇, ▇▇▇ which granted 500,000 restricted shares of common stock. As of this date, 125,000 shares have been issued. On October 15, 1998, the Company entered into an employment agreement with ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ 650.331.8000 ▇▇▇ 650.331.8100 To the Purchaser as set forth in the SimpleDevices, ▇▇▇. ▇▇▇▇▇▇ which granted 60,000 restricted shares of common stock. As of this datePurchase Agreement dated October 16, 15,000 shares 2002 Ladies and Gentlemen: We have been issued. EXHIBIT H COMPANY OPINION OF COUNSEL EXHIBIT I ESCROW AGREEMENT ESCROW AGREEMENT This ESCROW AGREEMENTacted as counsel for SimpleDevices, dated as of January 15, 1999 (the "Escrow Agreement"), is by and among FINET HOLDINGS CORPORATIONInc., a Delaware corporation (the "Company"), in connection with the SUBSCRIBERS issuance and sale of shares of its Common Stock pursuant to the SimpleDevices, Inc. Stock Purchase Agreement dated October 16, 2002 (the "Stock Purchase Agreement") between the Company and you. This opinion letter is being rendered to you pursuant to Section 10.4 of the Stock Purchase Agreement in connection with the Closing of the sale of the Common Stock. Capitalized terms not otherwise defined in this opinion letter have the meanings given them in the Stock Purchase Agreement. In connection with the opinions expressed herein, we have made such examination of matters of law and of fact as we considered appropriate or advisable for purposes hereof. As to matters of fact material to the opinions expressed herein, we have relied upon the representations and warranties as to factual matters contained in and made by the Company pursuant to the Stock Purchase Agreement and upon certificates and statements of government officials and of officers of the Company. With respect to our opinion in paragraph 3 regarding issued and outstanding capital stock of the Company, such opinion is based solely on our review of a certificate of the Company and of the Company's stock records and resolutions of the Company's Board of Directors relating to such issuances. We have also examined originals or copies of such corporate documents or records of the Company as we have considered appropriate for the opinions expressed herein. We have assumed for the purposes of this opinion letter the genuineness of all signatures, the legal capacity of natural persons, the authenticity of the documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as certified, facsimile or photostatic copies, and the authenticity of the originals of such copies. In rendering this opinion letter we have also assumed: (A) that the Stock Purchase Agreement and the Schedules attached thereto (the "Schedule"), the Right of Purchase Agreement, the Second Amended and Restated Voting Agreement, and the Written Consent and Termination Agreement (collectively, the "Transaction Agreements"), have been duly and validly executed and delivered by you or on your behalf, that you have the power to enter into and perform all your obligations thereunder and have taken any and all necessary corporate, partnership or other relevant action to authorize the Transaction Agreements, and that the Transaction Agreements constitute valid, legal, binding and enforceable obligations upon you; (B) that the representations and warranties made in the Stock Purchase Agreement by you are true and correct; (C) that any wire transfers, drafts or checks tendered by you will be honored; and (D) that you have filed any required state franchise, income or similar tax returns and have paid any required state franchise, income or similar taxes. As used in this opinion letter, the expression "we are not aware" or the phrase "to our knowledge," or any similar expression or phrase with respect to our knowledge of matters of fact, means as to matters of fact that, based on the actual knowledge of individual attorneys within the firm principally responsible for handling current matters for the Company (and not including any constructive or imputed notice of any information), and after an examination of documents referred to herein and after inquiries of certain officers of the Company, no facts have been disclosed to us that have caused us to conclude that the opinions expressed are factually incorrect; but beyond that we have made no factual investigation for the purposes of rendering this opinion letter. Specifically, but without limitation, we have not searched the dockets of any courts and we have made no inquiries of securities holders or employees of the Company, other than such officers. No inference as to our knowledge of the existence or absence of any fact should be drawn from our representation of the Company or the rendering of the opinions set forth below. This opinion letter relates solely to the laws of the State of California, the General Corporation Law of the State of Delaware and the federal law of the United States, and we express no opinion with respect to the effect or application of any other laws. Special rulings of authorities administering such laws or opinions of other counsel have not been sought or obtained. We have not examined the question of what law would govern the interpretation or enforcement of the Transaction Agreements, and our opinion with regard to the validity, binding nature and enforceability of the Transaction Agreements is based upon the assumption that the internal laws of the State of California would govern the provisions thereof. Based upon our examination of and reliance upon the foregoing and subject to the limitations, exceptions, qualifications and assumptions set forth below and except as set forth in the Stock Purchase Agreement or the Schedule thereto, we are of the opinion that as of the date hereof: The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and the Company has the requisite corporate power and authority to own its properties and to conduct its business as, to our knowledge, it is presently conducted The Company is qualified to do business as a foreign corporation in the state of California. The Company has the requisite corporate power and authority to execute, deliver and perform the Transaction Agreements. Each of the Transaction Agreements has been duly and validly authorized by the Company, duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable by you against the Company in accordance with its terms. The capitalization of the Company is as follows: Preferred Stock. The Company has Eighteen Million Two Hundred Fifty Thousand (18,250,000) authorized shares of Preferred Stock, par value $0.001 per share (the "Preferred Stock"), of which (i) *** shares have been designated Series A Preferred Stock, of which, to our knowledge, all are currently issued and outstanding, and (ii) *** shares have been designated Series B Preferred Stock of which, to our knowledge, *** shares are currently issued and outstanding. Such *** shares of outstanding Series A Preferred Stock have been duly authorized and validly issued, are nonassessable and, to our knowledge, are fully paid. Such *** shares of outstanding Series B Preferred Stock have been duly authorized and validly issued, are nonassessable and, to our knowledge, are fully paid. Pursuant to the Restated Certificate all issued and outstanding shares of Series A Preferred Stock and Series B Preferred Stock will be converted to Common Stock pursuant to the automatic and mandatory conversion provisions contained in the Company's Amended and Restated Certificate of Incorporation (the "Restated Certificate").The respective changes to the rights, privileges, restrictions and preferences of the Series A and Series B Preferred Stock are as stated in the Company's Restated Certificate as filed with the Secretary of State of Delaware. Common Stock. The Company has One Hundred Twenty Five Million (125,000,000) authorized shares of Common Stock, par value $0.001 per share (the "Common Stock"), of which *** shares are currently issued and outstanding and of which up to *** of which may be purchased pursuant to the Stock Purchase Agreement. Such *** shares of outstanding Common Stock have been duly authorized and validly issued, are nonassessable, and, to our knowledge, are fully paid. The Common Stock issuable upon conversion of the Series A Preferred Stock and the Series B Preferred Stock have been duly and validly reserved for issuance and, when and if issued upon such conversion in accordance with the Company's Restated Certificate, will be validly issued, fully paid and nonassessable. The Common Stock to be purchased at the Closing has been duly and validly reserved for issuance and, when and if issued upon such purchase in accordance with the Company's Restated Certificate and the Transaction Agreements, will be validly issued, fully paid and nonassessable. There are no statutory or charter preemptive rights nor, to our knowledge, are there any options, warrants, conversion privileges or other rights (or agreements for any such rights) outstanding to purchase or otherwise obtain from the Company any of the Company's equity securities, except for (i) the conversion privileges of the Series A Preferred Stock, (ii) the conversion privileges of the Series B Preferred Stock, (iii) warrants to purchase *** shares of Preferred Stock, (iv) outstanding options to purchase *** shares of Common Stock pursuant to the Company's 2000 Stock Option/Stock Issuance Plan. Other than in connection with any securities laws (with respect to which we direct you to paragraph 6 below), the Company's execution and delivery of, and its performance and compliance as of the date hereof with the terms of, the Transaction Agreements do not violate any provision of any federal, Delaware corporate or California law, rule or regulation applicable to the Company or any provision of the Company's Restated Certificate or Bylaws and do not conflict with or constitute a default under the provisions of any judgment, writ, decree or order CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION specifically identified in the Schedule or the material provisions of any of the material agreements specifically identified in the Schedule. Other than in connection with any securities laws (with respect to which we direct you to paragraph 6 below), all consents, approvals, permits, orders or authorizations of, and all qualifications by and registrations with, any federal or Delaware corporate or California state governmental authority on Attachment A the part of the Company required in connection with the execution and delivery of the Stock Purchase Agreement and consummation at the Closing of the transactions contemplated by the Stock Purchase Agreement have been obtained, and are effective, and we are not aware of any proceedings, or written threat of any proceedings, that question the validity thereof. On the assumption that the representations of the Purchaser in the Stock Purchase Agreement are correct, the offer and sale of the Common Stock to the Purchaser pursuant to the terms of the Stock Purchase Agreement are exempt from the registration requirement of Section 5 of the Securities Act of 1933, as amended, and from the qualification requirement of the California Corporate Securities Law of 1968, as amended, and from the registration requirements of the applicable securities laws of the state of California, and, under such securities laws as they presently exist, the issuance of Common Stock to you upon conversion of the Preferred Stock would also be exempt from such registration and qualification requirements. We are not aware that there is any action, proceeding or governmental investigation pending, or overtly threatened in writing, against the Company which questions the validity of the Transaction Agreements or the right of the Company to enter into the Transaction Agreements. Our opinions expressed above are specifically subject to the following limitations, exceptions, qualifications and assumptions: The legality, validity, binding nature and enforceability of the Company's obligations under the Transaction Agreements may be subject to or limited by (1) bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent transfer and other similar laws affecting the rights of creditors generally; (2) general principles of equity (whether relief is sought in a proceeding at law or in equity), including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of any court of competent jurisdiction in awarding specific performance or injunctive relief and other equitable remedies; and (3) without limiting the generality of the foregoing, (a) principles requiring the consideration of the impracticability or impossibility of performance of the Company's obligations at the time of the attempted enforcement of such obligations, and (b) the effect of California court decisions and statutes which indicate that provisions of the Transaction Agreements which permit any of you to take action or make determinations may be subject to a requirement that such action be taken or such determinations be made on a reasonable basis in good faith or that it be shown that such action is reasonably necessary for your protection. We express no opinion as to the Company's or this transaction's compliance or noncompliance with applicable federal or state antifraud or antitrust statutes, laws, rules and CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION regulations or Section 721 (as amended by Section 5021 of the Omnibus Trade and Competitiveness Act of 1988: the so-called "SubscriberExon-Florio" or "Subscribers"provision) of the Defense Production Act of 1950 and the reg▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ns thereunder. We express no opinion concerning the past, present or future fair market value of any securities. We express no opinion as to the enforceability under certain circumstances of any provisions indemnifying a California professional corporationparty against, or requiring contributions toward, that party's liability for its own wrongful or negligent acts, or where indemnification or contribution is contrary to public policy or prohibited by law. In this regard, we advise you that in the opinion of the Securities and Exchange Commission, provisions regarding indemnification of directors, officers and controlling persons of an issuer against liabilities arising under the Securities Act of 1933, as escrow agent (amended, are against public policy and are therefore unenforceable. We express no opinion as to the "Escrow Agent").enforceability under certain circumstances of any provisions prohibiting waivers of any terms of the Transaction Agreements other than in writing, or prohibiting oral modifications thereo