REVOLVING PROMISSORY NOTE



$275,000                                                           Dallas, Texas

                                                                   June 28, 2002



SECTION 1. Payment of Note.



     FOR VALUE RECEIVED, CL CAPITAL LENDING, LLC, a Texas limited liability

company ("Borrower"), hereby promises to pay to the order of FIRSTPLUS FINANCIAL

GROUP, INC., a Nevada corporation ("FIRSTPLUS") (FIRSTPLUS and any subsequent

holder hereof shall be hereinafter referred to as "Lender"), at the offices of

FIRSTPLUS, located at 1349 Empire Central, 13th Floor, Dallas, Texas 75248, or

such other place as Lender may direct, in lawful money of the United States of

America, with interest, the principal amount of TWO HUNDRED SEVENTY FIVE

THOUSAND AND NO/100 DOLLARS ($275,000.00), or such lesser amount as may be

advanced and outstanding hereunder, together with interest on the outstanding

principal balance from day to day remaining, at a rate per year equal to the

prime rate of interest, as set out from time to time in the Money Rates section

of the Wall Street Journal (southwest edition), plus one percent (1%),

calculated daily on the basis of a year of 365 days and the actual number of

days elapsed. The principal and all accrued and unpaid interest on this

Promissory Note (this "Note") shall be due and payable on the Maturity Date (as

defined herein). Amounts payable hereunder shall be payable to Lender without

set-off or counterclaim, by wire transfer of immediately available funds, in

lawful money of the United States of America, to the bank account of Lender as

notified in writing to Borrower.



SECTION 2. Default Interest.



     (a) If any amounts due under this Note are not paid in full when due,

whether at maturity or upon acceleration, default interest shall be payable on

the unpaid amount hereof at the rate equal to the lesser of (i) eighteen percent

(18%) per year, or (ii) the maximum rate permitted by applicable law, until such

time as all amounts due and owing have been paid in full.



     (b) Notwithstanding anything herein to the contrary, the interest

(including default interest) payable by Borrower with respect to this Note shall

not exceed the maximum amount permitted by applicable law.



SECTION 3. Advances.



     (a) Notice of Borrowing. The loan hereunder is a revolving line of credit

under which Borrower may from time to time borrow, repay and re-borrow funds

provided the conditions set forth in this Note are satisfied. Each notice of

borrowing shall be effective only if received by Lender not later than 11:00

a.m. (Dallas, Texas time) on the Business Day (as defined in Section 9) which is

one (1) Business Day prior to the date of the borrowing and shall specify the

amount to be borrowed and the date of borrowing.



     (b) Borrowing Procedure. Not later than 3:00 p.m. on the date specified for

each borrowing, Lender will make available the amount of the Advance (as defined

in Section 9) to be made by it on such date to Borrower at Borrower's direction

by transferring the same, in immediately available funds by wire transfer or

interbank transfer to (i) a bank account of Borrower designated by Borrower in

writing or (ii) a Person (as defined in Section 9) or Persons designated by

Borrower in writing. A list of the Advances that have been made as of the date

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