Exhibit 10.2

                              CONVERSION AGREEMENT

                  CONVERSION AGREEMENT, dated as of June __, 2001, by and
between FIRSTPLUS FINANCIAL GROUP, INC., a Nevada corporation (the "Company")
and those Certificateholders signatory hereto (the "Holders").

                             W I T N E S S E T H :
                             - - - - - - - - - -


         WHEREAS, the Company, as successor in interest to RAC Financial Group,
Inc., and HSBC Bank USA (the "Trustee"), as successor in interest to Bank One,
Columbus, N.A., are parties to the Indenture, dated as of August 20, 1996 (the
"Indenture") relating to the Company's 7.25% Convertible Subordinated Notes Due
2003 (the "Notes");

         WHEREAS, the Company and the Trustee are parties to that certain
Compromise and Settlement Agreement Between the Trustee, Certain Holders of
7.25% Convertible Subordinated Notes due 2003 and the Company and Related Entity
and Persons (the "Settlement Agreement"), entered into effective April 17, 2000,
whereby the parties agreed to resolve all issues and controversies among them
regarding outstanding obligations under the Notes and the Indenture;

         WHEREAS, in connection with implementing the Settlement Agreement and
the Modified Third Amended Plan of Reorganization of FirstPlus Financial, Inc.
(the "Plan"), Case No. 99-31869-HCA-11 (Chapter 11), confirmed on April 7, 2000
by the United States Bankruptcy Court, Northern District of Texas, Dallas
Division (the "Court"), the Court approved the Plan that contemplates an
exchange of the Notes for Certificated Interests representing direct Obligations
under the Plan (the "Certificates");

         WHEREAS, in connection with implementing the Settlement Agreement, the
United States District Court for the Southern District of New York approved an
Exchange Offer whereby the Noteholders exchange the Notes for Certificates
issued pursuant to a supplemental indenture (the "Supplemental Indenture");

         WHEREAS, in exchange for a portion of the Claim (as defined in the
Supplemental Indenture), certain Holders desire to have the ability to convert a
portion of their Certificates into the Common Stock (as defined below) of the
Company (the "Conversion Right") and the Company agrees to grant this Conversion
Right to the Holders;

         NOW, THEREFORE, in consideration of the promises and mutual agreements
herein contained, the parties agree as follows:

         Section 1. Right to Convert. Subject to and upon compliance with the
provisions of this Agreement, any Holder shall have the right, at the option of
such Holder, at any time to convert Certificates representing up to one percent
(1%) of the Units originally issued to such Holder pursuant to Section 2.4 of
the Supplemental Indenture into shares of common stock, par value $.01 per
share, of the Company (the "Common Stock") determined by dividing (i) the
aggregate principal amount of the Notes exchanged for such one percent of
Certificates


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surrendered  for  conversion  by  (ii)  $.02  (the  "Conversion  Rate")  or such
Conversion  Rate as  adjusted  from time to time as provided in Section 3 below;
provided,  however,  that in no event  shall any such  conversion  result in the
Trustee  owning a  Beneficial  Interest (as defined in the Plan) worth less than
$100. A Holder is not entitled to any rights of a shareholder of the Company
until  such  Holder is  registered  as a holder of Common  Stock and only to the
extent such Certificates are deemed to have been converted to Common Stock under
this Section.

         Section 2. Exercise of Conversion Privilege. In order to exercise this
conversion privilege with respect to any Certificate, the Holder of any such
Certificate to be converted in whole or in part, shall deliver, transfer and
assign such Certificate, duly endorsed in blank or accompanied by a written
instrument of transfer executed in blank in form satisfactory to the Company, to
the Company, and shall give written notice of conversion in the form attached
hereto as Exhibit A (or such other notice that is acceptable to the Company) to
the Company and to the Trustee that the holder elects to convert such
Certificate or the portion thereof specified in said notice. Such notice shall
also state the name or names (with address) in which the Common Stock that shall
be issuable on such conversion shall be registered. Each such Certificate
delivered for conversion shall, unless the Common Stock issuable on conversion
is to be issued in the name of the holder of such Certificate as it appears on
the Certificate register, be duly endorsed by, or be accompanied by instruments
of transfer in form satisfactory to the Company duly executed by, the Holder or
his duly authorized attorney. As promptly as practicable after satisfaction of
the requirements for conversion set forth above, subject to compliance with any
restrictions on transfer if shares issuable on conversion are to be issued in a
name other than that of the Holder (as if such transfer were a transfer of the
Certificate or Certificates (or portion thereof) so converted), the Company
shall issue and shall deliver to such holder a certificate or certificates for
the number of full shares of Common Stock issuable upon the conversion of such
Certificate or portion thereof in accordance with the provisions of this Section
and a check in respect of any fractional interest in respect of a share of
Common Stock arising upon such conversion, as provided in Section 5. In case any
Certificate representing more than 1,000 Units shall be surrendered for partial
conversion, the Company shall execute and deliver to the Trustee for
authentication and delivery to the Holder of the Certificate so surrendered,
without charge to him, a new Certificate representing a number of Units equal to
the unconverted Units of the surrendered Certificate pursuant to the terms of
the Supplemental Indenture. In connection with any conversion of a Certificate,
the Company shall, upon the request of the Trustee, promptly pay to the Trustee
for payment, the amount, if any, required to pay the reasonable transfer charges
attributable to the issuance of Common Stock upon conversion of any Certificate,
including any tax or other governmental charge assessed in connection with such
transfer.

         Section 3. Adjustment to Conversion Rate. In the event of any stock
dividend, split, combination or reclassification directly affecting the then
outstanding Common Stock, the Conversion Rate shall be proportionately adjusted
upward to prevent dilution of the rights of the Holders, effective at the close
of business on the date of such dividend, split, combination or
reclassification. In the event the Common Stock shall be changed into another
kind of capital stock or debt (otherwise then through a stock dividend, split,
combination or reclassification) or shall represent the right to receive some
other security or property, as a result of any capital reorganization or any
merger or consolidation with another corporation in which the Company is not the
surviving corporation, or any sale of all or substantially all of the assets of
the Company


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<PAGE>

to another corporation, such debt shall (subject to further adjustment in
conversion price as herein provided) thereafter entitle the Holders to acquire
upon conversion hereof the kind and number of shares of stock or other
securities or property to which the Holders would have been entitled if they had
the Common Stock issuable upon the conversion of the debt evidenced by the
Certificates immediately prior to such capital reorganization, merger,
consolidation or sale of assets. If the Conversion Rate shall be adjusted as
provided in this paragraph, the Company shall forthwith prepare a statement
signed by the Chairman of the Board, the President, any Vice President, the
Secretary or the Treasurer of the Company, showing in reasonable detail the
facts requiring such adjustment and the conversion rate that will be effective
after such adjustment. The Company shall forthwith cause such statement to be
sent by first class mail, postage prepaid, to Holder at its address appearing
upon the Company's register.

         Section 4. Assignment. Each Holder hereby transfers, conveys and
assigns to the Company an amount equal to four percent (4%) of each such
Holder's rights, title, claims, and interest to the Claim (the "Assigned
Interests"), and the Company hereby accepts such assignment from each Holder.
Upon the execution and delivery hereof by the parties hereto, the Company shall,
as of the date hereof, succeed to all of the rights, title, claims and interest
of each Holder to the Assigned Interests. Each Holder further covenants and
agrees to do or cause to be done all such further acts and shall execute,
acknowledge and deliver, or shall cause to be executed, acknowledged and
delivered, any and all such further deeds, assignments, transfers and
conveyances, powers of attorney and assurances as the Company or the Trustee may
reasonably require to carry out the transactions contemplated by this Section 4.

         Section 5. No Fractional Shares. No fractional shares of Common Stock
shall be issued upon conversion of any Certificate. Instead of any fractional
share which would otherwise be issuable upon conversion, the Company will pay a
cash adjustment with respect to such fractional share in an amount equal to the
same fraction of the then effective Conversion Rate.

         Section 6. Shares Issued on Conversion. The Company shall at all times
reserve and hold available sufficient shares of Common Stock to satisfy the
Conversion Rights. Shares deliverable upon the conversion of the Certificates
shall, at delivery, be fully paid and nonassessable, free from all taxes, liens
and charges arising out of their issuance.

         Section 7. Governing Law. This Agreement shall be deemed to be a
contract made under the substantive laws of New York and for all purposes shall
be construed in accordance with the substantive laws of New York without regard
to conflicts of laws principles thereof.

         Section 8. Conflicts. Notwithstanding the foregoing, to the extent that
the provisions contained in this Agreement are in conflict with the Plan, the
Trust Agreement, the Settlement Agreement or the Supplemental Indenture, the
provisions in the Plan, the Trust Agreement, the Settlement Agreement and the
Supplemental Indenture shall control.

         Section 9. Benefits of Agreement. Nothing in this Agreement, expressed
or implied, shall give to any person, other than the parties hereto, any benefit
or any legal or equitable right, remedy or claim under this Agreement.


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<PAGE>

         Section 10. Headings. The titles and headings of the articles and
sections of this Supplemental Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

         Section 11. Execution in Counterparts. This Agreement may be executed
in any number of counterparts, each of which will be taken to be an original,
but such counterparts will together constitute one document.

                            [Signature page follows]


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<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly signed and attested, all as of the date first written
above.

                                        FIRSTPLUS FINANCIAL GROUP, INC.



                                        By:      /s/ Daniel T. Phillips
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------





                                        DEEPHAVEN CAPITAL MANAGEMENT,
                                        As Holder


                                        By:      /s/ Shawn Bergerson
                                           -------------------------------------
                                        Name:    Shawn Bergerson
                                             -----------------------------------
                                        Title:   Sr. Vice President
                                              ----------------------------------


                                        CREDIT SUISSE FIRST BOSTON,
                                        formerly Donaldson, Lufkin & Jenrette
                                        As Holder


                                        By:      /s/ Thomas D'Mara
                                           -------------------------------------
                                        Name:    Thomas D'Mara
                                             -----------------------------------
                                        Title:   Managing Director
                                              ----------------------------------


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<PAGE>

                                    Exhibit A

                                 CONVERSION FORM

         The undersigned hereby:

         (1) Irrevocably elects to convert ______________ Units of the
Certificated Interest of this Certificate into shares of the Common Stock of
FirstPlus Financial Group, Inc. in accordance with the terms of said Certificate
and the Conversion Agreement;

         (2) Requests that a certificate for such shares be issued in the name
of the undersigned and delivered to the undersigned at the address below; and

         (3) Requests that, if such Certificated Interest is not all of the
unpaid principal amount under said Certificate, a new instrument of like tenor
for the balance of the unpaid and unconverted principal amount of said
Certificate be issued in the name of the undersigned and delivered to the
undersigned at the address below.

Date:                                   SIGNATURE:
     -------------------------



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                                        (Please sign exactly as name appears on
                                        face of Certificate)

                                        Address:


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                                        Taxpayer Identification Number:



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