AGREEMENT OF PURCHASE AND SALE OF STOCK

        This agreement is made and entered into as of April 23, 2002, in San Ramon, California, among FiNet.com, Inc., a Delaware corporation (the "Buyer"), having its principal office at 2527 Camino Ramon, Suite 200, San Ramon, California 94583, and Jeffrey Gray, Thomas Powell, Kenneth Jenny, and William Coleman, as individuals, and Sand Hill Capital Special Purpose L.L.C., a California limited liability company ("Sand Hill LLC" and collectively the "Shareholders"), and R.E. Ventures, Inc., a Georgia corporation (the "Corporation").

RECITALS

        Shareholders have represented that as of the Closing Date (defined below) they will own 1,455,000 shares of common stock of Corporation (the "Shares") constituting all of the outstanding capital stock of Corporation. Buyer desires to purchase from Shareholders and Shareholders desire to sell to Buyer all of the Shares. Corporation desires that this transaction be consummated. In consideration of the mutual covenants, agreements, representations, and warranties contained in this Agreement, the parties agree as follows:

1. PURCHASE AND SALE OF SHARES

        1.1. Shareholders and Buyer adopt this Agreement as a plan of reorganization under Paragraph 368(a) of the Internal Revenue Code, as amended (the "Code").

        1.2. Subject to the terms of and conditions set forth in this Agreement, on the Closing Date as defined herein, Shareholders will transfer, convey and deliver the Shares to Buyer, and Buyer will acquire the Shares from Shareholders.

        1.3. Buyer's performance shall be subject to the prior approval of the terms and conditions of this Agreement by a majority of its shareholders.

        1.4. The sale of the Shares (the "Closing") shall take place at 10:00 a.m. California time at the offices of Buyer located at 2527 Camino Ramon, Suite 200, San Ramon, California 94583, as soon as practicable after the last of the conditions set forth in Paragraphs 8 and 9 is satisfied or waived, but in no event later than the fifth (5^th) business day thereafter or at such other time and date (not later than June 30, 2002) as the parties shall agree (the "Closing Date").

2. CONSIDERATION

        2.1. The consideration to be delivered to Shareholders in exchange for the Stock shall be shares of Buyer's common stock, par value $.01 per share, the number and delivery dates of which shall be as specified in this Section 2.

        2.2. Subject to the terms and conditions set forth in this Agreement, at the Closing, Buyer will issue and deliver to Shareholders an amount of Buyer's common stock equal to 1,406,000 shares (as adjusted for any stock split, stock dividend, combination or the like) (the "Initial Consideration").

        2.3. On the Closing Date, the Buyer shall reserve a number of additional shares of Buyer's authorized but unissued common stock, par value $.01 per share, equal to the difference between (i) 40% of the total outstanding shares of Buyer's common stock immediately after the Closing minus (ii) the number of shares issued as the Initial Consideration. Subject to the following terms and conditions, such reserved shares may be issued in payment of any balance of the Total Transaction Value (as defined below). If at any time between the Closing and the Second Closing (as defined below), Buyer issues additional shares of stock of Buyer, Buyer shall proportionately reserve additional shares so that immediately prior to the Second Closing Buyer shall have reserved for issuance as the Additional Consideration a number equal to the difference between (i) 40% of the total outstanding stock of Buyer minus (ii) the number of shares issued as the Initial Consideration.

        2.4. As soon as practicable after the determination of the Additional Consideration, but no later than two (2) years and ninety (90) days after the Closing Date, Buyer shall deliver to Shareholders the Additional Consideration, in satisfaction of any related remaining balance of the Total Transaction Value (the "Second Closing"); provided, however, that this Section 2.4 shall not apply in the event of a Change in Control (as defined below) of the Corporation prior to the Second Closing.

        As used above:

        "Total Transaction Value" means ten (10) times the net earnings of Corporation, as determined in accordance with generally accepted accounting principles consistently applied throughout the period ("GAAP"), for the twelve-month period ending on the second anniversary of the Closing, as determined through an audit performed by the public accountants then employed by Buyer, the cost of which shall be allocated fifty percent (50%) to Buyer and fifty percent (50%) to Corporation. The allocation of the cost of the audit to Corporation shall be included in the calculation of net earnings of Corporation by the public accountants.

        "Performance Value" means the Total Transaction Value minus the then-current value of the Initial Consideration (determined by multiplying the number of shares received as the Initial Consideration (as adjusted for any stock split, stock dividend, combination or the like) by the average closing price of Buyer's common stock for the ten (10) business days prior to the Second Closing).

        "Additional Consideration" means the lesser of the number of shares of Buyer's common stock (a) determined by dividing any Performance Value by the average closing price of Buyer's common stock for the ten (10) business days prior to the Second Closing or (b) such that the sum of the Initial Consideration and the Additional Consideration equals forty percent (40%) of the outstanding shares of Buyer's common stock immediately preceding the Second Closing.

        2.5. The Initial Consideration and Additional Consideration shall be issued and delivered to the Shareholders in the percentages set forth in Schedule 2.5 hereto.

        2.6. Fractional shares of Buyer's common stock will not be issued. Instead, all share amounts shall be rounded to the nearest whole number of shares.

        2.7. Change in Control of the Corporation Prior to Second Closing.

(a)

In the event of a Change in Control (as defined below) of the Corporation prior to the Second Closing, no Additional Consideration shall be issued to the Shareholders, and Buyer shall pay to the Shareholders (pro rata in proportion to the percentages set forth in Schedule 2.5 hereto), upon the consummation of the Change in Control, their pro rata portion of an amount in cash equal to:



(i)

in the event of a Change in Control of the Corporation on or before the twelve-month anniversary of the Closing Date, five million dollars ($5,000,000); and



(ii)

in the event of a Change in Control of the Corporation after the twelve-month anniversary of the Closing Date but on or before the eighteen-month anniversary of the Closing Date, seven million five hundred thousand dollars ($7,500,000).

(b)

No Change in Control of the Corporation shall be consummated during the period after the eighteen-month anniversary of the Closing Date but before the Second Closing Date without the approval of Shareholders holding (determined as of immediately prior to the Closing Date, as defined in Section 1.4 hereof) sixty-seven percent (67%) of the voting power of the Shares.



(c)

As used in this Section 2.7, "Change in Control" means (i) the sale, conveyance, exchange or transfer of all or substantially all of the property or assets of the Corporation, (ii) any acquisition of the Corporation by means of a consolidation, share exchange, merger or other

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form of corporate reorganization of the Corporation with any other corporation (other than a merger solely to effect a change in the jurisdiction of incorporation of the Corporation) in which the Corporation's stockholders prior to the consolidation or merger own less than a majority of the voting securities of the surviving corporation or (iii) any transaction or series of related transactions to which the Corporation is a party following which the Corporation's stockholders own less than a majority of the voting securities of the Corporation.

3. WARRANTIES OF SHAREHOLDERS

        Shareholders and the Corporation, jointly and severally, warrant and represent to Buyer as follows:

        3.1. Corporation is duly organized, valid and existing, and in good standing under the laws of the state of Georgia and has all necessary corporate powers to own its properties and operate its businesses now owned and operated by it. Corporation is also duly qualified to do business and in good standing in each jurisdiction in which it is currently doing business or has employees or assets, all of and which are set forth in Schedule 3.1 to this Agreement, except where the failure to be or do so or to hold the licenses, authorizations, and permits referred to herein, would not have a material adverse effect on the business of the Corporation. In addition, Corporation holds all required licenses, authorizations and permits to conduct its business in each of the states, except where failure to have such licenses, authorizations and permits would not have a material adverse effect on the Corporation.

        3.2. The authorized Stock of the Corporation consists of 10,000,000 shares of common stock, without par value, of which 1,000,000 Shares are issued and outstanding (the "Outstanding Shares") and as of the date of this Agreement only the Outstanding Shares are issued and outstanding, and on the Closing Date only the Shares will be issued and outstanding. All the Outstanding Shares are validly issued, fully paid and not assessable, and have been issued in full compliance with all federal and state securities laws. Other than the Corporation's commitment to issue the balance of the Shares (455,000) to Sand Hill LLC immediately prior to the Closing, there are no outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments obligating Corporation to issue or to transfer from treasury any additional shares of its capital stock of any class.

        3.3. As of the Closing, Shareholders will be the owners, beneficially and of record, of all of the Shares free and clear of all liens, encumbrances, security agreements, equities, options, claims, charges, and restrictions. Shareholders have the full power to transfer the Shares to Buyer without obtaining the consent or approval of any other person or governmental authority. This Agreement has been duly and validly authorized by the Corporation and Sand Hill LLC and, when executed and delivered, will be valid, binding, and enforceable against the Corporation and against the Shareholders in accordance with its terms, except as limited by bankruptcy and insolvency laws and other laws and equitable principles affecting the rights of creditors generally.

        3.4. Corporation does not own, directly or indirectly, any interest or investment, whether equity or debt, in any corporation, partnership, business, trust, or other entity.

        3.5. Schedule 3.5 to this Agreement sets forth the draft balance sheet of the Corporation as of December 31, 2001 (the "Balance Sheet"), and the related draft statement of income and retained earnings for the fiscal year ending on that date. Not later than May 1, 2002, Corporation shall provide Buyer the final draft of the Balance Sheet, and the final draft related statement of income and retained earnings for the fiscal year ending on that date, which statements shall be certified by the Shareholders as accurately reflecting the financial condition of the Corporation for that period. The final drafts of the financial statements of Schedule 3.5 are referred to herein as the "Financial Statements." The Financial Statements have been prepared in accordance with GAAP, and fairly and accurately present the financial position of Corporation on and as of the date of the Balance Sheet, and the results of its operations for the period indicated.

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        3.6. Since December 31, 2001, there has not been any change in the condition (financial or otherwise) or operations of Corporation, except changes in the ordinary course of business that are not material to the business of the Corporation, or as is set forth in Schedule 3.6 which Corporation shall deliver to Buyer, along with the Financial Statements, not later than May 1, 2002.

        3.7. Corporation has no material debt, liability, or obligation of any nature, including threatened or filed litigation, whether accrued, absolute, contingent, or otherwise, and whether due or to become due, that is not reflected or reserved against in the Balance Sheet (including any notes thereto), except for (1) those that may have been incurred after the date of the Balance Sheet in the ordinary course of business and (2) those that are not required by GAAP to be included in a balance sheet. All debts, liabilities, and obligations incurred after the date of the Balance Sheet are usual and normal in amount and do not exceed $10,000 both individually and in the aggregate. All threatened or filed litigation is specifically identified in Schedule 3.7, including the names of the parties, the nature of the action and the amount of damages or the relief sought.

        3.8. Tax Returns and Audits.

(a)

As of the Closing Date, the Corporation will have prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes concerning or attributable to the Corporation or its operations and such Returns are or will be true and correct and have been or will be completed in accordance with applicable law. "Tax" or, collectively "Taxes" shall mean any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes as well as public imposts, fees and social security charges (including but not limited to health, unemployment and pension insurance), together with all interest, penalties and additions imposed with respect to such amounts.



(b)

As of the Closing Date, the Corporation will have paid all Taxes it is required to pay and will have withheld with respect to its Employees (and paid over to the appropriate taxing authority) all federal, state and foreign income taxes and social security charges and similar fees, Federal Insurance Contribution Act, Federal Unemployment Tax Act and other Taxes required to be withheld.



(c)

The Corporation has not been delinquent in the payment of any Tax, nor is there any Tax deficiency outstanding, assessed or proposed against the Corporation, nor has the Corporation executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax.



(d)

No audit or other examination of any Return of the Corporation is presently in progress, nor has the Corporation been notified in writing of any request for such an audit or other examination.


 

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