REGISTRATION RIGHTS AGREEMENT

 

                          REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of May 12,
1996, is by and among RAC Financial Group, Inc., a Nevada corporation (the
"COMPANY"), and the Shareholders named on the signature page hereto
(collectively, the "SHAREHOLDERS" and individually, a "SHAREHOLDER").

     Whereas, the parties hereto are parties to that certain Agreement and Plan
of Merger dated as of May 22, 1996, providing in part for the grant by the
Company to the Shareholders of certain registration rights as hereinafter
provided;

     Now, therefore, in consideration of the premises and the mutual covenants
herein, the parties hereto agree as follows:

1.   DEFINITIONS.  Unless the context otherwise requires, the terms defined in
this SECTION 1 shall have the meanings herein specified for all purposes of this
Agreement.

          "AFFILIATE" shall mean any Person which directly or indirectly
controls, is controlled by, or is under common control with, the indicated
Person.

          "AGREEMENT" shall mean this Agreement, including all schedules and
exhibits hereto, as the Agreement may be from time to time amended, modified or
supplemented.

          "COMMISSION" shall mean the Securities and Exchange Commission or any
other Federal agency at the time administering the Securities Act.

          "COMMON STOCK" shall mean the Company's common stock, par value $.01
per share.

          "COMMON STOCK VALUE" shall mean (i) if the Common Stock is listed on a
national securities exchange, the closing sale price per share on the principal
exchange on which the Common Stock is listed as reported by such exchange, (ii)
if the Common Stock is quoted in the National Market System, the closing sale
price per share as reported by NASDAQ, (iii) if the Common Stock is traded in
the over-the-counter market but not quoted in the National Market System, the
average of the closing bid and asked quotations per share as reported by NASDAQ,
or any other nationally accepted reporting medium if NASDAQ quotations shall be
available or (iv) if none of the foregoing applies, the fair market value of
such stock as reasonably determined in good faith by the Board of Directors of
the Company.

          "COMPANY" shall have the meaning assigned to it in the introductory
paragraph of this Agreement.  

          "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934 or any
similar Federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

          "HOLDER" of any security shall mean the record owner of such security.

          "HOLDER OF REGISTRABLE SECURITIES"  shall mean a Shareholder who, at
the time of such determination, owns Registrable Securities or a transferee of
such Registrable Securities who is entitled to registration rights hereunder in
accordance with the provisions of SECTION 9.

          "MERGER AGREEMENT" shall mean the Agreement and Plan of Merger, dated
as of May 22, 1996, among the Company, FirstPlus Financial West, Inc., Mortgage
Plus Incorporated and the Shareholders.

          "PERSON" shall include all natural persons, corporations, business
trusts, associations, companies, partnerships, joint ventures and other entities
and governments and agencies and political subdivisions.

          "REGISTRABLE SECURITIES" shall mean (i) the shares of Common Stock
issued to the Shareholders pursuant to the Merger Agreement and (ii) any shares
of Common Stock issued with respect to such Common Stock by way of a stock
dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization having an
aggregate Common Stock Value of $5,000,000 as of the trading day prior to the
date of any notice given by the Company pursuant to Section 2(a) hereof (the
"Determination Date").  The Registrable Securities held by each Shareholder
shall be the maximum number of whole shares of Common Stock having a Common
Stock Value on the Determination Date not exceeding the Common Stock Value set
forth on the signature page hereto with respect to such Shareholder.  For the
purposes of this Agreement, Registrable Securities will cease to be Registrable
Securities when (a) the Company has offered to include such securities in a
registration statement filed by the Company and the Holder of such securities
has rejected such offer by the Company, (b) a registration statement relating to
such securities has been declared effective and such securities have been
disposed of pursuant to such effective registration statement, (c) such
securities are distributed to the public pursuant to Rule 144 (or any similar
provision then in force) under the Securities Act or (d) such securities have
been otherwise transferred by a Shareholder other than pursuant to Section 9.

          "SECURITIES ACT" shall mean the Securities Act of 1933, or any similar
Federal statute, and the rules and regulations of the Commission thereunder, all
as the same shall be in effect at the time.

          "SHAREHOLDERS" shall mean the Persons named as Shareholders on the
signature page to this Agreement.

     The foregoing definitions shall be equally applicable to both the singular
and plural forms of the defined terms.

2.   REGISTRATION RIGHTS.

                                     -2-

          (a)  RIGHT TO INCLUDE REGISTRABLE SECURITIES.  

               (i)  The Company hereby agrees to file a registration statement
          under the Securities Act prior to November 20, 1996, under which the
          Company shall permit the Shareholders to register the Registrable
          Securities for sale to the public in addition to all other securities
          that may be registered under such registration statement.  The Company
          will, at least twenty (20) days prior to filing such registration
          statement, give written notice to all Holders of Registrable
          Securities of its intention to do so.  Upon the written request of any
          such Holder of Registrable Securities made within fifteen (15) days
          after the receipt of any such notice (which request shall specify the
          Registrable Securities intended to be disposed of by such Holder and
          the intended method of disposition thereof), the Company will, subject
          to the limitations of SECTION 2(b), include in such registration under
          the Securities Act all Registrable Securities which the Company has
          been so requested to register by the Holders of such Registrable
          Securities. 

               (ii)  If, at any time after giving written notice of its
          intention to register any such equity securities and prior to the
          effective date of the registration statement filed in connection with
          such registration, the Company shall determine for any reason not to
          register or to delay registration of such equity securities, the
          Company may, at its election, give written notice of such
          determination to each Holder of Registrable Securities and, thereupon,
          (x) in the case of a determination not to register, shall be relieved
          of its obligation to register any Registrable Securities in connection
          with such registration (but not from its obligation to pay expenses in
          accordance with SECTION 4), and (y) in the case of a determination to
          delay registering, shall be permitted to delay registering any
          Registrable Securities being registered pursuant to this SECTION 2(a),
          for the same period as the delay in registering such other securities;
          provided however, that unless otherwise agreed by the Holders of the
          Registrable Securities no decision not to register or to delay
          registration of the Registrable Securities shall extend beyond
          November 20, 1996.

          (b)  METHOD OF DISTRIBUTION.  If the registration of equity securities
giving rise to the registration right hereunder is not pursuant to an
underwritten offering, the Company shall determine the method of distribution of
the Registrable Securities so included.  In addition, if the Registrable
Securities have not been included in a registration statement for an
underwritten offering by November 20, 1996, the Holders of the Registrable
Securities may require the Company to file a shelf registration one time with
respect to the Registrable Securities provided that the Holders of the
Registrable Securities pay all expenses incident thereto.  If the registration
of equity securities giving rise to the registration right hereunder is pursuant
to an underwritten offering, by or through one or more underwriters, the
Company, if requested by any Holder of Registrable Securities will, arrange for
such underwriters to include all the Registrable Securities to be offered and
sold by such Holder owning the securities to be distributed by such
underwriters.  If any registration is an underwritten offering, the Company (by
action of the Board of Directors) will select a managing underwriter or
underwriters to administer the offering.

                                     -3-

          (c)  PRIORITY IN REGISTRATIONS.  If (i) a registration pursuant to
this SECTION 2 involves an underwritten offering of the equity securities being
so registered, whether or not for sale for the account of the Company, to be
distributed on a firm commitment basis by or through one or more underwriters of
recognized standing, whether or not the Registrable Securities so requested to
be registered for sale for the account of Holders of Registrable Securities are
also to be included in such underwritten offering, and (ii) the managing
underwriter of such underwritten offering shall inform the Company and the
Holders of the Registrable Securities requesting such registration by letter of
its belief that the number of securities requested to be included in such
registration exceeds the number which can be sold in (or during the time of)
such offering, then the Company shall include in such registration (1) first,
the Registrable Securities requested to be included in such registration by the
Shareholders and (2) second, the securities the Company or other holders of
securities propose to sell.

3.   REGISTRATION PROCEDURES.  If and whenever the Company is required to effect
the registration of any Registrable Securities under the Securities Act as
provided in SECTION 2, the Company will, subject to the limitations provided
herein, as expeditiously as possible:

          (a)  prepare and (as soon thereafter as practicable) file with the
Commission the requisite registration statement to effect such registration and
thereafter use reasonable efforts to cause such registration statement to become
effective; 

          (b)  prepare and file with the Commission such amendments and
supplements to such registration statement, and the prospectus used in
connection therewith, as may be necessary to keep such registration statement
effective and to comply with the provisions of the Securities Act with respect
to the disposition of all securities covered by such registration statement
until such time as all of such securities have been disposed of in accordance
with the intended methods of disposition by the seller or sellers thereof set
forth in such registration statement; PROVIDED, HOWEVER, that the Company shall
not in any event be required to keep the registration statement effective for a
period of more than 12 months after such registration statement becomes
effective with respect to any shelf registration or 90 days after such
registration statement becomes effective with respect to any other registration
of Registrable Securities;

          (c)  furnish to each seller of Registrable Securities covered by such
registration statement such number of conformed copies of such registration
statement and of each such amendment and supplement thereto (in each case
including all exhibits), such number of copies of the prospectus contained in
such registration statement (including each preliminary prospectus and any
summary prospectus) and any other prospectus filed under Rule 424 under the
Securities Act, and such other documents, as such seller may reasonably request
by written notice to the Company;

          (d)  use its best efforts to register or qualify all Registrable
Securities and other securities covered by such registration statement under
such other securities or blue sky laws of such jurisdictions as each seller
thereof shall reasonably request, to keep such registration or qualification in
effect for so long as such registration statement remains in effect (PROVIDED,
HOWEVER, that the Company shall not in any event be required to keep such
registration or qualification in 

                                     -4-

effect for a period of more than 90 days after such registration or 
qualification becomes effective), and take any other action which may be 
reasonably necessary or advisable to enable such seller to consummate the 
disposition in such jurisdictions of the securities owned by such seller, 
except that the Company shall not for any such purpose be required to qualify 
generally to do business as a foreign corporation in any jurisdiction wherein 
it would not but for the requirements of this subdivision (d) be obligated to 
be so qualified or to consent to general service of process in any such 
jurisdiction;

          (e)  to the extent reasonably practicable, furnish to each seller of
Registrable Securities a copy of

                 (i)     an opinion of counsel for the Company, dated the
          effective date of such registration statement (or, if such
          registration includes an underwritten public offering, dated the date
          of the closing under the underwriting agreement), and

                (ii)     a "comfort" letter, dated the effective date of such
          registration statement (or, if such registration includes an
          underwritten public offering, dated the date of the closing under the
          underwriting agreement), signed by the independent public accountants
          who have audited the Company's financial statements included in such
          registration statement, covering substantially the same matters with
          respect to such registration statement (and the prospectus included
          therein) and, in the case of the accountants' letter, with respect to
          events subsequent to the date of such financial statements, as are
          customarily covered in opinions of issuer's counsel and in
          accountants' letters delivered to the underwriters in underwritten
          public offerings of securities;

          (f)  notify each seller of Registrable Securities covered by such
registration statement, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, upon discovery that, or upon
the happening of any event as a result of which, the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances under which they were made, and at the request of any such seller,
prepare and furnish to such seller a reasonable number of copies of a supplement
to or an amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such securities, such prospectus shall not
include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances under which they were made;

          (g)  make available to its security holders, as soon as reasonably
practicable, an earnings statement covering the period of at least twelve months
beginning with the first full fiscal quarter after the effective date of such
registration statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act; and

                                     -5-

          (h)  use its best efforts to list all Registrable Securities covered
by such registration statement on any securities exchange on which any shares of
the Common Stock is then listed.

It shall be a condition precedent to the obligations of the Company to take any
action with respect to registering a Holder's Registrable Securities pursuant to
this Agreement that such seller of Registrable Securities as to which any
registration is being effected (i) furnish in writing to the Company such
information regarding such seller, the Registrable Securities and other
securities of the Company held by such seller, and the distribution of such
securities and such other information as the Company may from time to time
reasonably request in writing and (ii) execute and deliver to the Company a
Power of Attorney, Custody Agreement and such other documents as the Company or
any underwriter may request (along with delivery of the certificates evidencing
the Registrable Securities to be sold) in order to effectuate the registration
and sale of the Registrable Securities.  If a Holder refuses to provide the
Company with any of such information or documents, the Company may exclude such
Holder's Registrable Securities from the registration statement.  The deletion
of such Holder's Registrable Securities from a registration statement shall not
affect the registration of the other Registrable Securities to be included in
such registration statement.  

          Each Holder of Registrable Securities agrees by acquisition of such
Registrable Securities that upon receipt of any notice from the Company of the
happening of any event of the kind described in subdivision (f) of this
SECTION 3, such Holder will forthwith discontinue such Holder's disposition of
Registrable Securities pursuant to the registration statement relating to such
Registrable Securities until such Holder's receipt of the copies of the
supplemented or amended prospectus contemplated by subdivision (f) of this
SECTION 3 and, if so directed by the Company, will deliver to the Company (at
the Company's expense) all copies, other than permanent file copies then in such
Holder's possession, of the prospectus relating to such Registrable Securities
current at the time of receipt of such notice.

4.   EXPENSES.  Except as otherwise provided in this SECTION 4, all expenses
incurred in connection with each registration pursuant to SECTION 2 (excluding
in each case underwriter's discounts and commissions applicable to Registrable
Securities), including, without limitation, in each case, all registration,
filing and National Association of Securities Dealers fees; all fees and
expenses of complying with state securities or blue sky laws; the fees and
expenses incurred in connection with the listing of such equity securities on
any securities exchanges; all word processing, duplicating and printing
expenses, messenger, delivery and shipping expenses; fees and disbursements of
the accountants and counsel for the Company including the expenses of any
special audits, "cold comfort" letters or opinions required by or incident to
such registrations; the reasonable fees and disbursements of one firm of counsel
retained by the Holders of such Registrable Securities; premiums and other costs
of policies of insurance against liabilities arising out of the public offering
of the Registrable Securities; any fees and disbursements of underwriters
customarily paid by issuers or sellers of securities, but excluding underwriting
discounts and commissions, if any, shall be borne by the Company. 
Notwithstanding the preceding sentence, the Holders of the Registrable
Securities shall pay and advance all expenses incurred by the Company to
register and maintain the effectiveness of any shelf registration statement
requested by the 

                                     -6-

Holders of the Registrable Securities.  The obligation of the Holders of 
Registrable Securities shall be prorata in the proportion that the number of 
Registrable Securities of a Holder registered on such shelf registration 
bears to the aggregate number of Registrable Securities registered under such 
shelf registration statement.  In all cases, each Holder of Registrable 
Securities shall pay the underwriter's discounts and commissions applicable 
to the securities sold by such Holder.

5.   LOCK UP.  After receipt of any notice pursuant to the provisions of SECTION
2 hereof, the Holders of Registrable Securities will not offer or sell any
Common Stock until the earlier of the effective date of the registration
statement in respect of which such notice was given or one hundred eighty (180)
days after such notice was given.  In the case of an underwritten offering, to
the extent requested by the managing underwriter, each Holder of Registrable
Securities agrees to refrain from selling or offering to sell any shares of
Common Stock for a period of time after the effectiveness of the registration
statement equal to the period of time that the sellers of securities in such
registration have agreed not to sell their shares after the effectiveness of
such registration statement.

6.   INDEMNIFICATION.

          (a)  INDEMNIFICATION BY THE COMPANY.  In the event any Registrable
Securities are included in a registration statement under SECTION 2, to the
extent permitted by law, the Company shall, and hereby does, indemnify and hold
harmless the seller of any Registrable Securities covered by such registration
statement, its directors and officers, and each other Person, if any, who
controls such seller or any such underwriter within the meaning of the
Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which such seller or any such director or officer or controlling
person may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any registration statement under which such securities were registered under the
Securities Act, any preliminary prospectus, final prospectus or summary
prospectus contained therein, or any amendment or supplement thereto, or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
the Company will reimburse such seller and each such director, officer and
controlling person for any legal or any other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim,
liability, action or proceeding; PROVIDED that the Company shall not be liable
in any such case to the extent that any such loss, claim, damage, liability (or
action or proceeding in respect thereof) or expense arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in such registration statement, any such preliminary prospectus,
final prospectus, summary prospectus, amendment or supplement in reliance upon
and in conformity with written information furnished to the Company by such
seller expressly for use in the preparation thereof, and PROVIDED FURTHER that
the Company shall not be liable to any Person, in any such case to the extent
that any such loss, claim, damage, liability (or action or proceeding in respect
thereof) or expense arises out of such Person's failure to send or give a copy
of the final prospectus, as the same may be then supplemented or amended, to the
Person asserting an untrue statement or alleged untrue statement or omission or
alleged omission at or prior to the 

                                     -7-

written confirmation of the sale of Registrable Securities to such Person if 
such statement or omission was corrected in such final prospectus.  Such 
indemnity shall remain in full force and effect regardless of any 
investigation made by or on behalf of such seller or any such director, 
officer or controlling person and shall survive the transfer of such 
securities by such seller.

          (b)  INDEMNIFICATION BY THE SELLERS.  The Company may require, as a
condition to including any Registrable Securities in any registration statement
filed pursuant to SECTION 2, that the Company shall have received an undertaking
satisfactory to it from the prospective seller of such securities to indemnify
and hold harmless (in the same manner and to the same extent as set forth in
SECTION 6(a)) each underwriter, each Person who controls such underwriter within
the meaning of the Securities Act, the Company, each director of the Company,
each officer of the Company and each other Person, if any, who controls the
Company within the meaning of the Securities Act, with respect to any statement
or alleged statement in or omission or alleged omission from such registration
statement, any preliminary prospectus, final prospectus or summary prospectus
contained therein, or any amendment or supplement thereto, if such statement or
alleged statement or omission or alleged omission was made in reliance upon and
in conformity with written information furnished to the Company by such seller
expressly for use in the preparation of such registration statement, preliminary
prospectus, final prospectus, summary prospectus, amendment or supplement;
PROVIDED that such prospective seller shall not be liable to any Person who
participates as an underwriter in the offering or sale of Registrable Securities
or any other Person, if any, who controls such underwriter within the meaning of
the Securities Act, in any such case to the extent that any such loss, claim,
damage, liability (or action or proceeding in respect thereof) or expense arises
out of such Person's failure to send or give a copy of the final prospectus, as
the same may be then supplemented or amended, to the Person asserting an untrue
statement or alleged untrue statement or omission or alleged omission at or
prior to the written confirmation of the sale of Registrable Securities to such
Person if such statement or omission was corrected in such final prospectus. 
Such indemnity shall remain in full force and effect, regardless of any
investigation made by or on behalf of any underwriter, the Company or any such
director, officer or controlling Person and shall survive the transfer of such
securities by such seller.  

          (c)  NOTICES OF CLAIMS, ETC.  Promptly after receipt by an indemnified
party of notice of the commencement of any action or proceeding involving a
claim referred to in the preceding subdivisions of this SECTION 6, such
indemnified party will, if a claim in respect thereof is to be made against an
indemnifying party, give written notice to the latter of the commencement of
such action; PROVIDED that the failure of any indemnified party to give notice
as provided herein shall not relieve the indemnifying party of its obligations
under the preceding subdivisions of this SECTION 6, except to the extent that
the indemnifying party is actually prejudiced by such failure to give notice. 
In case any such action is brought against an indemnified party, unless in such
indemnified party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist in respect of such claim, the
indemnifying party shall be entitled to participate in and to assume the defense
thereof, jointly with any other indemnifying party similarly notified to the
extent that it may wish, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party for any legal
or other expenses subsequently incurred by the latter in connection 

                                     -8-

with the defense thereof other than reasonable costs of investigation.  No 
indemnifying party shall, without the consent of the indemnified party, 
consent to entry of any judgment or enter into any settlement which does not 
include as an unconditional term thereof the giving by the claimant or 
plaintiff to such indemnified party of a release from all liability in 
respect to such claim or litigation.

          (d)  OTHER INDEMNIFICATION.  Indemnification similar to that specified
in the preceding subdivisions of this SECTION 6 (with appropriate modifications)
shall be given by the Company and each seller of Registrable Securities with
respect to any required registration or other qualification of securities under
any Federal or state law or regulation of any governmental authority other than
the Securities Act.

          (e)  INDEMNIFICATION PAYMENTS.  The indemnification required by this
SECTION 6 shall be made by periodic payments of the amount thereof during the
course of the investigation or defense, as and when bills are received or
expense, loss, damage or liability is incurred.

          (f)  CONTRIBUTION.  If the indemnification provided for in this
SECTION 6 from the indemnifying party is unavailable to an indemnified party
hereunder in respect of any losses, claims, damages, liabilities or expenses
referred to therein, then the indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, claims, damages, liabilities or
expenses in such proportion as is appropriate to reflect the relative fault of
the indemnifying party and indemnified parties in connection with the actions
which resulted in such losses, claims, damages, liabilities or expenses, as well
as any other relevant equitable considerations.  The relative fault of such
indemnifying party and indemnified parties shall be determined by reference to,
among other things, whether any action in question, including any untrue
statement of material fact or omission or alleged omission to state a material
fact, has been made by, or relates to information supplied by, such indemnifying
party or indemnified parties, and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such action.  The
amount paid or payable by a party as a result of the losses, claims, damages,
liabilities and expenses referred to above shall be deemed to include, subject
to the limitations set forth in SECTION 6(c), any legal or other fees or
expenses reasonably incurred by such party in connection with any investigation
or proceeding.

          The parties hereto agree that it would not be just and equitable if
contribution pursuant to this SECTION 6(f) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation.  

          If indemnification is available under this SECTION 6, the indemnifying
parties shall indemnify each indemnified party to the full extent provided
herein without regard to the relative fault of said indemnifying party or
indemnified party or any other equitable consideration provided for in this
SECTION 6(f).

                                     -9-

7.   SHAREHOLDER INFORMATION.  The Company may require each Holder of
Registrable Securities as to which any registration is to be effected pursuant
to this SECTION 2 to furnish the Company such information in writing with
respect to such Holder and the distribution of such Registrable Securities as
the Company may from time to time reasonably request in writing and as shall be
required by law or by the Commission in connection therewith.

8.   FORMS.  All references in this Agreement to particular forms of
registration statements are intended to include, and shall be deemed to include,
references to all successor forms which are intended to replace, or to apply to
similar transactions as, the forms herein referenced.

9.   TRANSFER OF REGISTRATION RIGHTS.  The registration rights granted to the
Shareholders under SECTION 2 may be transferred without the prior written
consent of the Company only in the event that the transferee of such rights is
an Affiliate of such Shareholder or a bona fide pledgee of the Registrable
Securities acquiring the Registrable Securities upon a foreclosure of such
pledge of the Registrable Securities.  In all other cases, any transfer shall
require the prior written consent of the Company.

10.  MISCELLANEOUS.

     10.1 ELECTIONS, WAIVERS AND AMENDMENTS.  All collective decisions of the
Holders of the Registrable Securities regarding any matter related to this
Agreement, including but not limited to, requiring the Company to file a shelf
registration statement with respect to the Registrable Securities and approving
any amendments, modifications, supplements, waivers or consents to departures
from the provisions hereof shall require the written consent of holders of at
least a majority of the Registrable Securities then outstanding, which written
consent shall be binding upon all of the Holders of the Registrable Securities.

     10.2 NOTICES.  All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered personally,
mailed by certified mail (return receipt requested) or sent by Fed Ex or other
nationally recognized overnight delivery service, or facsimile transmission (if
also sent by personal delivery, certified mail or overnight delivery service) to
the parties at the following addresses or at such other addresses as shall be
specified by the parties by like notice:

          (a)  if to the Company:  

               RAC Financial Group, Inc. 
               1250 W. Mockingbird Lane
               Dallas, Texas  75247-1902
               Attn:  Eric C. Green

               with a copy to:  

               Akin, Gump, Strauss, Hauer & Feld, L.L.P.
               1700 Pacific Avenue, Suite 4100

                                     -10-

               Dallas, Texas  75201-4675
               Attn:  Terry M. Schpok, P.C.

          (b)  if to the Shareholders, at the addresses set forth on the
               signature page hereto with a copy to:

               Ducker, Seawell & Montgomery, P.C.
               One Civic Center Plaza
               1560 Broadway, Suite 1500
               Denver, Colorado 80202
               Attn: Robert C. Montgomery
               Facsimile No. (303) 861-4017

Notice so given shall, in the case of notice so given by mail, be deemed to be
given and received on the fourth calendar day after posting, in the case of
notice so given by overnight delivery service, on the date of actual delivery
and, in the case of notice so given by facsimile transmission or personal
delivery, on the date of actual transmission or, as the case may be, personal
delivery.  

     10.3 SEVERABILITY.  If any provision of this Agreement shall be held to be
illegal, invalid or unenforceable under any applicable law, then such
contravention or invalidity shall not invalidate the entire Agreement.  Such
provision shall be deemed to be modified to the extent necessary to render it
legal, valid and enforceable, and if no such modification shall render it legal,
valid and enforceable, then this Agreement shall be construed as if not
containing the provision held to be invalid, and the rights and obligations of
the parties shall be construed and enforced accordingly.  

     10.4 HEADINGS.  The headings of the Sections and paragraphs of this
Agreement have been inserted for convenience of reference only and do not
constitute a part of this Agreement.

     10.5 CHOICE OF LAW.  THIS AGREEMENT WILL BE GOVERNED BY THE INTERNAL LAW,
AND NOT THE LAW OF CONFLICTS, OF THE STATE OF TEXAS.

     10.6 COUNTERPARTS.  This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, with the
same effect as if all parties had signed the same document.  All such
counterparts shall be deemed an original, shall be construed together and shall
constitute one and the same instrument.

     10.7 TERMINATION.  This Agreement shall terminate at such time as no
Registrable Securities are outstanding.  

     10.8 COMPLETE AGREEMENT.  This Agreement, those documents expressly
referred to herein and other documents of even date herewith embody the complete
agreement and understanding among the parties and supersede and preempt any
prior understandings, agreements 

                                     -11-

or representations by or among the parties, written or oral, which may have 
related to the subject matter hereof in any way.

              IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the date above first written.

                                          
                                          RAC FINANCIAL GROUP, INC. 

                                          By:  /s/ Daniel T. Phillips
                                             ------------------------------
                                          Name:  Daniel T. Phillips
                                          Title: President/Chief Executive
                                                 Officer

                                     -12-

Address                         SHAREHOLDERS:                    Common Stock
- -------                                                          Value of
                                                                 Registrable
                                                                 Securities

                                Frank Capital Co., LLC           $1,869,850
                                /s/ James S. Frank
4505 S. Yosemite #352           ---------------------------
Denver, CO 80237                James S. Frank, Manager

                                /s/ James S. Frank
4505 S. Yosemite #352           ---------------------------      $  113,095
Denver, CO 80237                James S. Frank, as Trustee of
                                 the Larsen White Trust

                                /s/ Garrett O. White
6350 S. Geneva Circle           ---------------------------      $  786,905
Englewood, CO 80111             Garrett O. White

                                /s/ Garrett O. White
6350 S. Geneva Circle           ---------------------------      $     --
Englewood, CO 80111             Garrett O. White, as Trustee of
                                 the Berry Trust

                                /s/ Robert C. Knisely
9320 F. Berry Court             ---------------------------      $  800,000
Greenwood Village, CO 80111     Robert C. Knisely

                                /s/ Robert C. Knisely
9320 F. Berry Court             ---------------------------      $  430,150
Greenwood Village, CO 80111     Robert C. Knisely, as Trustee
                                 of the Fairfax Trust

                                /s/ Steven A. Rubin
5443 S. Idalia Way              ---------------------------      $  500,000
Aurora, CO 80015                Steven A. Rubin

                                /s/ Richard R. Holsclaw
21860 E. Davies Circle          ---------------------------      $  500,000
Aurora, CO 80016                Richard R. Holsclaw

                                                 Total           $5,000,000
                                                                 ----------
                                                                 ----------

                                     -13- 

Basic Info X:

Name: REGISTRATION RIGHTS AGREEMENT
Type: Registration Rights Agreement
Date: June 14, 1996
Company: FIRSTPLUS FINANCIAL GROUP INC
State: Nevada

Other info:

Date:

  • May 12 , 1996
  • May 22 , 1996
  • November 20 , 1996

Organization:

  • Securities and Exchange Commission
  • National Market System
  • Board of Directors of the Company
  • FirstPlus Financial West , Inc.
  • Common Stock Value
  • National Association of Securities Dealers
  • Holders of Registrable Securities
  • Holder of Registrable Securities
  • RAC Financial Group , Inc.
  • Hauer & Feld
  • Ducker , Seawell & Montgomery
  • Robert C. Montgomery Facsimile No
  • Value of Registrable Securities Frank Capital Co.
  • Larsen White Trust s Garrett O
  • S. Geneva Circle
  • CO 80111 Garrett O
  • Berry Trust s Robert C. Knisely 9320 F. Berry Court
  • Robert C. Knisely s Robert C. Knisely 9320 F. Berry Court
  • E. Davies Circle
  • CO 80016 Richard R. Holsclaw Total

Location:

  • Nevada
  • Pacific Avenue
  • Dallas
  • Colorado
  • TEXAS
  • Denver
  • Englewood
  • Fairfax

Money:

  • $ .01
  • $ 1,869,850
  • $ 113,095
  • $ 786,905
  • $ 800,000
  • $ 430,150
  • $ 500,000
  • $ 5,000,000

Person:

  • Eric C. Green
  • Strauss
  • Terry M. Schpok
  • Daniel T. Phillips
  • James S. Frank 4505 S. Yosemite
  • Robert C. Knisely
  • Steven A. Rubin
  • Richard R. Holsclaw