Exhibit 4.1.2

                      SECOND AMENDMENT TO RIGHTS AGREEMENT

         This SECOND AMENDMENT TO RIGHTS AGREEMENT (this "Amendment"), dated as
of June 27, 2002 (the "Amendment"), is by and between FIRSTPLUS Financial Group,
Inc., a Nevada corporation (the "Corporation"), and, at the request of the
Corporation, Mellon Investor Services LLC (formerly Chasemellon Shareholder
Services, L.L.C.), a New Jersey limited liability company (the "Rights Agent").

                                    RECITALS

         1. The Corporation and the Rights Agent executed that certain Rights
Agreement dated as of May 20, 1998, and amended by that certain First Amendment
to Rights Agreement dated as of October 25, 2001 (together, the "Rights
Agreement").

         2. The Board of Directors of the Corporation (the "Directors") believes
it to be in the best interest of the Corporation to amend the Rights Agreement
so as to provide additional protection with respect to accidental triggering of
the dilutive provisions of the Rights Agreement.

         3. The Directors, pursuant to resolutions adopted on May 24, 2002,
authorized an officer of the Corporation to execute the Amendment and direct the
Rights Agent to execute the Amendment.

                                    AGREEMENT

         Accordingly, in consideration of the premises and the mutual agreement
herein set forth the parties hereby agree as follows:

         1. The Rights Agreement is hereby amended by deleting Section 1(a) in
its entirety and substituting the following in lieu thereof:

            "(a) "Acquiring Person" shall mean any Person (as such term is
            hereinafter defined) who or which shall be the Beneficial Owner (as
            such term is hereinafter defined) of 15% or more of the shares of
            Common Stock then outstanding, but still not include an Exempt
            Person (as such term is hereinafter defined), CL Capital Lending,
            LLC, a Texas limited liability company, Jack Roubinek, Daniel T.
            Phillips, or any of its or their Affiliates (as such term is
            hereinafter defined); provided, however, that (i) if the Board of
            Directors of the Company determines in good faith that a Person who
            would otherwise be an "Acquiring Person" became such inadvertently
            (including, without limitation, because (A) such Person was unaware
            that it beneficially owned a percentage of Common Stock that would
            otherwise cause such Person to be an "Acquiring Person" or (B) such
            Person was aware of the extent of its Beneficial Ownership of Common
            Stock but had no actual knowledge of the consequences of such
            Beneficial Ownership under this Agreement) and without any intention
            of changing or influencing control of the Company, and if such
            Person as promptly as practicable divested or divests itself of
            Beneficial Ownership of a sufficient number of shares of Common
            Stock so that such Person would no longer be an "Acquiring Person,"
            then such Person shall not be deemed to be or to have become an
            "Acquiring Person" for any purposes of this Agreement; (ii) if, as
            of the date hereof, any Person is the Beneficial Owner of 15% or
            more of the shares of Common Stock outstanding, such Person shall
            not be or become an "Acquiring Person" unless and until such time as
            such Person shall become the Beneficial Owner of an additional 1% of
            the shares of Common Stock (other than pursuant to a dividend or
            distribution paid or made by the Company on the outstanding Common
<PAGE>

            Stock in shares of Common Stock or pursuant to a split or
            subdivision of the outstanding Common Stock), unless, upon becoming
            the Beneficial Owner of such additional shares of Common Stock, such
            Person is not then the Beneficial Owner of 15% or more of the shares
            of Common Stock then outstanding; and (iii) no Person shall become
            an "Acquiring Person" as the result of an acquisition of shares of
            Common Stock by the Company which, by reducing the number of shares
            outstanding, increases the proportionate number of shares of Common
            Stock beneficially owned by such Person to 15% or more of the shares
            of Common Stock then outstanding; provided, however, that if a
            Person shall become the Beneficial Owner of 15% or more of the
            shares of Common Stock then outstanding by reason of such share
            acquisitions by the Company and shall thereafter become the
            Beneficial Owner of any additional shares of Common Stock (other
            than pursuant to a dividend or distribution paid or made by the
            Company on the outstanding Common Stock in shares of Common Stock or
            pursuant to a split or subdivision of the outstanding Common Stock),
            then such Person shall be deemed to be an "Acquiring Person" unless
            upon becoming the Beneficial Owner of such additional shares of
            Common Stock such Person does not beneficially own 15% or more of
            the shares of Common Stock then outstanding. For all purposes of
            this Agreement, any calculation of the number of shares of Common
            Stock outstanding at any particular time, including for purposes of
            determining the particular percentage of such outstanding shares of
            Common Stock of which any Person is the Beneficial Owner, shall be
            made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of
            the General Rules and Regulations under the Securities Exchange Act
            of 1934, as amended (the "Exchange Act"), as in effect on the date
            hereof."

         2. The Rights Agreement, as amended hereby, shall remain in full force
and effect.

         3. This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which shall constitute one
and the same agreement.

                           [INTENTIONALLY LEFT BLANK]

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed, all as of the day and year first above written.

                                 FIRSTPLUS FINANCIAL GROUP, INC.

                                 By: /s/ Daniel T. Phillips
                                     ----------------------
                                 Daniel T. Phillips, President

                                 MELLON INVESTOR SERVICES LLC, as Rights Agent

                                 By: /s/ Tim L. Reagan
                                     -----------------
                                 Name: Tim L. Reagan
                                 Its: Assistant Vice President