UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(AMENDMENT NO. 4)

Filed by the Registrant [_]
Filed by a Party other than the Registrant [x]

Check the appropriate box:

[x] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to ss.240.14a-12

FIRSTPLUS FINANCIAL GROUP, INC.
-------------------------------
(Name of Registrant as Specified in its Charter)

JAMES T. CAPRETZ, ROBERT D. DAVIS, GEORGE R. EBERTING
JAMES P. HANSON, DANFORD L. MARTIN
The FPFX SHAREHOLDER VALUE COMMITTEE)
-------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0- 11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction: 5) Total fee paid:

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:

As filed with SEC on October 12, 2005

THE FPFX SHAREHOLDER VALUE COMMITTEE
7 Egret Lane, Aliso Viejo, CA 92656, 877-639-3739

October __ 2005

Dear Fellow FirstPlus Financial Group, Inc Shareholder:

Pursuant to an order of the Second District Court of the State of Nevada (the
"Nevada Court"), a Special Meeting of the Shareholders of FIRSTPLUS Financial
Group, Inc. (the "Company") will be held on November 16, 2005. During the last
seven years the Company has failed to file required SEC reports including but
not limited to annual reports on Form 10-K and quarterly reports on Form 10-Q's,
with their required accompanying audited and un-audited financial statements
(other than the 10-KSB filed September 22, 2005) and has failed to hold
shareholder meetings to elect directors as required by Nevada corporate law. As
a result of the efforts of a group of shareholders calling ourselves FPFX
Shareholder Value Committee (the "Committee"), together with the efforts of
other shareholders, the Nevada court has ordered the Company to call and hold a
meeting of shareholders to elect directors. The Committee consists of fellow
shareholders James T. Capretz, Robert D. Davis, George R. Eberting, James P.
Hanson, and Danford L. Martin.

The Company's failure to file required reports and hold required shareholder
meetings was the result of actions or inactions of the current board of
directors and/or their predecessors. At the Special Meeting of Shareholders, the
current directors will attempt to have themselves re-elected as directors of the
Company. The Committee believes it is in the best interests of all shareholders
of the Company to replace all current directors and appoint all new directors.

The Committee has nominated an opposing slate of director candidates consisting
of James T. Capretz, Robert D. Davis, James P. Hanson, and Danford L. Martin.
The Committee believes that it is imperative to replace the present Board of
Directors, to attempt to salvage the substantial value of the Company that we
believe still remains, and return that value to the current shareholders, who
are the owners of the Company.

We invite you to attend the Special Meeting of Shareholders to be held at
Peppermill Hotel Casino, 2707 South Virginia Street, Reno, Nevada 89502, on
Wednesday, November 16, 2005 at 10:00 a.m., Pacific Standard Time.

Enclosed is a proxy statement describing the business to be transacted at the
meeting, and a yellow proxy card for use in voting at the meeting. WHETHER OR
NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND PROMPTLY
RETURN THE ACCOMPANYING YELLOW PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE
SO THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING. Returning the yellow
proxy card does not deprive you of your right to attend the meeting and to vote
your shares in person. We look forward to seeing you at the meeting.

Sincerely,

Danford L. Martin
FPFX Shareholder Value Committee member, and
Director Nominee

WE URGE YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY THE COMPANY. IF YOU HAVE
ALREADY DONE SO, YOU MAY REVOKE YOUR PROXY BEFORE IT IS VOTED BY DELIVERING A
LATER-DATED YELLOW PROXY CARD, OR BY VOTING IN PERSON AT THE MEETING. SEE
"VOTING PROCEDURES" AND "PROXY PROCEDURES" BELOW.

PRELIMINARY COPY
SUBJECT TO COMPLETION

PROXY STATEMENT
FPFX SHAREHOLDER VALUE COMMITTEE

FOR SPECIAL MEETING OF SHAREHOLDERS TO ELECT DIRECTORS OF
FIRSTPLUS FINANCIAL GROUP, INC.

To Our Fellow FIRSTPLUS Financial Group, Inc. Stockholders:

General

Pursuant to an order of the Second District Court of the State of
Nevada (the "Nevada Court"), a Special Meeting of the Shareholders ("Special
Meeting") of FirstPlus Financial Group, Inc. ("FirstPlus" or the "Company") will
be held at 10:00 a.m. on November 16, 2005. The Special Meeting will be held at
Peppermill Hotel Casino, 2707 South Virginia Street, Reno, Nevada 89502, on
Wednesday, November 16, 2005 at 10:00 a.m., Pacific Standard Time.

This Proxy Statement and the accompanying yellow proxy card ("Committee
Yellow Proxy Card") are being furnished to shareholders ("Shareholders") of
FirstPlus Financial Group, Inc. in connection with the solicitation of proxies
by the FPFX Shareholder Value Committee (the "Committee). The Committee consists
of your fellow Stockholders James T. Capretz, Robert D. Davis, George R.
Eberting, James P. Hanson, and Danford L. Martin.

The date of this proxy statement is October __, 2005. The FPFX
Shareholder Value Committee intends to mail the proxy statement and the attached
yellow proxy card to the Shareholders of FirstPlus on or about October __, 2005.

This Proxy Statement and the enclosed Committee Yellow Proxy Card are
being furnished to you, the Shareholders of FirstPlus, in connection with the
solicitation of proxies by the Committee for use at the Special Meeting and at
any adjournments, postponements or rescheduling thereof.

The Committee is proposing and soliciting proxies in support of a slate
of four nominees ("Committee Nominees"), to stand for election to the Board of
Directors at the Special Meeting. If we become aware of additional director
positions to be voted upon at the Special Meeting, or other matters that are to
be considered at such meeting in addition to the election of directors, we
anticipate that these proxy materials will be modified in response to such
changes.

The Committee Nominees are James T. Capretz, Robert D. Davis, James P.
Hanson, and Danford L. Martin, and they will be standing for election in
opposition to the nominees of the current Board of Directors.

THE COMMITTEE URGES YOU TO VOTE "FOR" THE COMMITTEE NOMINEES ON THE ENCLOSED
COMMITTEE YELLOW PROXY CARD.
As discussed in more detail under the heading "Election of Directors"
in this Proxy Statement, Shareholders who vote on the Committee Yellow Proxy
Card will be able to vote for the election of the four Committee Nominees. The

Committee Nominees, if elected, will constitute all of the members of the Board
of Directors.

Record Date

Only Shareholders of record at the close of business on October 10,
2005 (the "Record Date") are entitled to notice of, and to vote at, the Special
Meeting. Based on publicly available information, we believe that the only
outstanding class of securities of the Company entitled to vote at the Special
Meeting is shares of the Company's voting common stock (the "Voting Common
Stock"). Based on information disclosed by the Company, at the close of business
on the record date, 45,340,090 shares of FirstPlus' common stock were entitled
to vote.

Voting and Proxy Procedures

Only Shareholders of record on the Record Date will be entitled to
notice of and to vote at the Special Meeting. Each share is entitled to one
vote. Shareholders who sell shares before the Record Date (or acquire them
without voting rights after the Record Date) may not vote such shares.
Shareholders of record on the Record Date will retain their voting rights in
connection with the Special Meeting even if they sell such shares after the
Record Date. Based on publicly available information, the Committee believes
that the only outstanding class of securities of FirstPlus entitled to vote at
the Special Meeting is the Voting Common Stock.

Shares represented by properly executed Committee Yellow Proxy Cards
will be voted at the Special Meeting as marked and, in the absence of specific
instructions, will be voted FOR the election of the Committee Nominees to the
FirstPlus Board of Directors and, in the discretion of the persons named as
proxies, on all other matters as may properly come before the Special Meeting.

We are asking you to elect our Committee Nominees. The enclosed
Committee Yellow Proxy Card may only be voted for our Committee Nominees and
does not confer voting power with respect to the Company's nominees.
Accordingly, you will not have the opportunity to vote for any of FirstPlus'
nominees on our Yellow Proxy Card. You can only vote for FirstPlus' nominees by
signing and returning a proxy card provided by FirstPlus. Shareholders should
refer to the Company's proxy statement for the names, backgrounds,
qualifications and other information concerning FirstPlus' nominees. The
participants in this solicitation intend to vote all of their Shares in favor of
the Committee Nominees and will not vote their shares in favor of any of
FirstPlus' nominees.

Quorum

In order to conduct any business at the Special Meeting, a quorum must
be present in person or represented by valid proxies. A quorum consists of a
majority of the shares of Voting Common Stock issued and outstanding on the
Record Date. All Shares that are voted "FOR", "AGAINST" or "ABSTAIN" (or
"WITHHOLD" in the case of election of directors) on any matter will count for
purposes of establishing a quorum and will be treated as shares entitled to vote
at the Special Meeting (the "Votes Present"). Pursuant to the Company bylaws,
the presence in person or by proxy of a majority of the voting power of shares
entitled to vote at the Special Meeting will constitute a quorum for the
transaction of business.

Votes Required For Approval

A plurality of the total votes cast ("Votes Cast") by holders of the
Shares for the Nominees is required for the election of directors and the four
nominees who receive the most votes will be elected (assuming a quorum is
present). A vote to "WITHHOLD" for any nominee for director will be counted for
purposes of determining the Votes Present, but will have no other effect on the
outcome of the vote on the election of directors.

As of the date of this filing, the members of the Committee are the
beneficial owners of 3,627,555 shares of common stock of FirstPlus or 8.0 % of
the outstanding amount.

Abstentions

Abstentions will count as Votes Present for the purpose of determining
whether a quorum is present. Abstentions will not be counted as Votes Cast in
the election of directors.

Broker Non-Votes

Shares held in street name that are present by proxy will be considered
as votes present for purposes of determining whether a quorum is present.

The term "broker non-vote" refers to shares held in street name that
are not voted with respect to a particular matter, generally because the
beneficial owner did not give any instructions to the broker as to how to vote
such shares on that matter and the broker is not permitted under applicable
rules to vote such shares in its discretion because of the subject matter of the
proposal, but whose shares are present on at least one matter. Such shares shall
be counted as Votes Present for the purpose of determining whether a quorum is
present, if voting instructions are given by the beneficial owner as to at least
one of the matters to be voted on. Broker non-votes will not be counted as Votes
Present with respect to matters as to which the record holder has expressly not
voted. Accordingly, the Committee believes that broker non-votes will have no
effect upon the outcome of voting on the election of directors.

IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK NOMINEE OR
OTHER INSTITUTION ON THE RECORD DATE, ONLY IT CAN VOTE SUCH SHARES AND ONLY UPON
RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY, PLEASE CONTACT THE PERSON
RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON TO EXECUTE ON YOUR BEHALF
THE PROXY CARD AS SOON AS POSSIBLE.

Revocability of Proxies

Any shareholder of the Company giving a proxy has the unconditional
right to revoke his proxy at any time prior to the voting thereof either in
person at the Special Meeting by delivering a duly executed proxy bearing a
later date or by giving written notice of revocation to the company addressed to
Jack Draper, President/CEO - FIRSTPLUS Financial Group, Inc., 5100 N. O'Connor
Blvd, 6th Floor, Irving, TX 75039; no such revocation shall be effective,
however, until such notice of revocation has been received by the Company at or
prior to the Special Meeting.

Although a revocation is effective if delivered to FIRSTPLUS, the
Committee requests that photo-copies of all revocations be mailed to the
Committee in care of Danford L. Martin, 7 Egret Lane, Aliso Viejo, CA 92656, so
that the Committee will be aware of all revocations and can more accurately
determine if and when proxies have been received from the holders of record on
the Record Date of a majority of the outstanding Shares.

Information about Committee and Committee Nominees

Information concerning the Committee and the Committee Nominees, who
are the participants in this solicitation of proxies (the "Participants"), is
provided in this proxy statement under the headings "Election of Directors" and
"Information About the Participants."

Additional Information

THIS SOLICITATION IS BEING MADE BY THE COMMITTEE, AND NOT BY OR ON BEHALF OF THE
BOARD OF DIRECTORS OF FIRSTPLUS. THERE IS NO ASSURANCE THAT THE COMPANY'S
NOMINEES WILL SERVE (IF ELECTED) WITH ANY OF THE COMMITTEE'S NOMINEES.

Your vote is extremely important in deciding the future of FIRSTPLUS.
We urge you to mark, sign, date and return the enclosed yellow proxy card to
vote FOR the election of James T. Capretz, Robert D. Davis, James P. Hanson, and
Danford L. Martin and return it TODAY in the envelope provided (no postage is
required if mailed in the United States).

WE URGE YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY FIRSTPLUS. IF YOU HAVE
ALREADY DONE SO, YOU MAY REVOKE YOUR PROXY BEFORE IT IS VOTED BY DELIVERING A
LATER-DATED YELLOW PROXY CARD, OR BY VOTING IN PERSON AT THE SPECIAL MEETING, OR
BY DELIVERING TO FIRSTPLUS (ATTENTION: JACK DRAPER, 5100 N. O'CONNOR BLVD., 6th
FLOOR, IRVING, TX 75039) WRITTEN NOTICE STATING THAT THE PROXY IS REVOKED. SEE
"VOTING PROCEDURES" AND "PROXY PROCEDURES" BELOW.

If you have any questions about giving your proxy or require
assistance, please call: Danford Martin at (800) 688-7767 or (877) NEW-FPFX
(877-639-3739).

REASONS FOR SOLICITATION

Following are reasons the Committee is soliciting proxies from Company
Shareholders to be voted in favor of the four (4) Committee Nominees: (1)
Danford L. Martin, (2) James T. Capretz, (3) James P. Hanson, and (4) Robert D.
Davis who are nominated for an opposing slate to Company nominated director
candidates:

o The Company has failed to hold an annual meeting or election of
directors since March 1998.

o The Company has also failed to provide audited financial
statements to the shareholders for over seven (7) years (other
than the 10-KSB filed September 22, 2005).

o Prior to the Court order for this Special Meeting, the Company
had not filed annual reports on Form 10-K (as required by the
Securities and Exchange Commission) since December 9, 1997. Also
prior to the Court order for this Special Meeting, the Company
had not filed a quarterly report on Form 10-Q (as required by the
Securities and Exchange Commission) since November 16, 1998.

o Because of the above, in March 2005, 73 shareholders of FirstPlus
filed a Petition to order an election of directors of FirstPlus
and a Complaint for equitable, declaratory, and injunctive relief
in the matter captioned Danford L. Martin, et. al. v. FirstPlus
Financial Group, Inc., et al., Case No. CV05-00465, pending in
the Second Judicial District Court of the State of Nevada in and

for the County of Washoe, as provided for by NRS 78.345: "NRS
78.345 Election of Directors by order of court upon failure of
regular election.
1. If any corporation fails to elect directors within 18 months
after the last election of directors required by NRS 78.330, the
district court has jurisdiction in equity, upon application of
any one or more stockholders holding stock entitling them to
exercise at least 15 percent of the voting power, to order the
election of directors in the manner required by NRS 78.330.
2. The application must be made by petition filed in the county
where the registered office of the corporation is located and
must be brought on behalf of all stockholders desiring to be
joined therein. Such notice must be given to the corporation and
the stockholders as the court may direct.
3. The directors elected pursuant to this section have the same
rights, powers and duties and the same tenure of office as
directors elected by the stockholders at the annual meeting held
at the time prescribed therefore, next before the date of the
election pursuant to this section, would have had."
The following Committee members participated in that Shareholder
Petition: Robert D. Davis, George R. Eberting, James P. Hanson, and
Danford L Martin. As a result of this, the Court ORDERED the Company
to hold a Special Election of directors in Reno, Nevada (where the
Court is located). The election of directors is scheduled for November
16, 2005.

o The Company has failed to file federal income tax returns for the
years 2002, 2003, and 2004.

o The Company repeatedly made negative statements in press releases
and 8-K filings such as: "At this time it is unlikely that
FirstPlus Financial Group, Inc. will reconstitute any of its
previous business plans such as originating mortgage loans,
servicing mortgage loan portfolios, or investing in mortgage loan
portfolios and Interest Only Strips. Additionally, there are no
current plans to re-list FirstPlus Financial Group, Inc.'s common
stock with any major stock exchange."

o Despite the Company's repeated promises, it has failed to restate
its financial statements for the three-year period ended
September 30, 1997, and has failed to obtain audited financial
statements for any period following September 30, 1997 (other
than the 10-KSB filed September 22, 2005).

o The engagement letter for the Company's current auditor merely
provides for the auditor to audit the Company's balance sheet as
of December 31, 2004 and the related statements of operations,
stockholders' equity, and cash flows for the periods ended
December 31, 2003 and 2004. This leaves a black hole from October
1, 1994 through December 31, 2002.

Summary - Because of the reasons stated above, the Committee believes
that it is imperative to replace the present Board of Directors in an attempt to
salvage our investment in the Company of the substantial value the Committee
believe still remains, and return that value to the current shareholders, who
are the owners of the Company. As a result, most of the Committee members
participated in the Shareholder Petition described in the fourth bullet above.
During the April 12, 2005 Hearing, Mr. Jack Draper (President of FirstPlus)
introduced himself to several Shareholders (five or six). Among the Shareholders
were three (Danford Martin, James Hanson, and George Eberting) who later became
part of the "Committee". Danford Martin and James Hanson did not engage in
conversation with Mr. Draper. Mr. Draper had a brief conversation with George
Eberting.

Subsequently on July 13, 2005, a "Notice of Nomination" nominating seven (7)
Directors was sent to the Company and their Counsel, as within the last two
years, the Company had as many as 7 Directors. The Company's legal counsel
notified the Committee's legal counsel that only 4 Directors will be elected at
the up-coming special meeting. On July 27, 2005 a re-constituted Committee sent
the Company a revision to the "Notice of Nomination" resulting with the
nomination of four (4) Committee Nominees: (1) Danford L. Martin, (2) James T.
Capretz, (3) James P. Hanson, and (4) Robert D. Davis who are nominated for an
opposing slate to Company's nominated director candidates.

PROPOSAL ONE
ELECTION OF DIRECTORS

Nominees

The authorized number of directors of the Company is currently
established at four. All four (4) positions will be voted for at the Special
Meeting. The Committee has nominated an opposing slate to replace the entire
board because of their violations of shareholder rights noted above. The
Committee Nominees have not been nominated by the Board. The Board has not held
a shareholder meeting in over seven years, denying the Company shareholders of
their right to vote. Also, there were no audited financial reports prepared over
the same period (other than the 10-KSB filed September 22, 2005).

If elected, the Committee Nominees intend to promptly perform a
comprehensive review of the Company's past activities, in order to consider a
course of action (and a more in-depth Business Plan) to maximize shareholder
value. Furthermore the Nominees intend to hold annual shareholder meetings,
oversee the issuance of audited financial statements, and keep shareholders and
investors informed of the Company's progress, to the extent that available
resources will allow.

Given the lack of audited financial reports (other than the 10-KSB
filed September 22, 2005) and lack of shareholder meetings over the last seven
years, the Committee believes that it is imperative to replace the present Board
of Directors. There is no assurance that, even if our nominees are elected, they
will be able to successfully carry out each of the items mentioned above.

The Committee has nominated and solicits your vote to elect the
following slate, who are running in opposition to the current Board.

Danford L. Martin
James T Capretz
James P. Hanson
Robert D. Davis

The following table sets forth the name, age, business address, present
principal occupation and business experience for the past five years, and
certain other information, with respect to each of the Committee Nominees. This
information has been furnished by the respective Committee Nominees. Each of the
Committee Nominees has consented to serve as a director and, if elected, would
hold office until his successor is duly elected or until his earlier death,
retirement, resignation or removal.

Name (age) Address Business Experience
------------------ -------------------

Danford Martin (66) Danford L. Martin spent 35 years in the computer
7 Egret Lane field of `IS' (Information Systems) from 1967 through
Aliso Viejo, CA 92656 2002. He worked as a consultant to several large
corporations the last 10 years of that period. He was
principal, Chief Financial Officer and Director of

Name (age) Address Business Experience
------------------ -------------------

Millennium Information Services Inc., an `IS'
consulting firm in Southern California from 1997 to
2002. Mr. Martin retired from Millennium Information
Services and closed his business in December, 2002.

Mr. Martin has also been a licensed real state broker
in California since 1975 and is currently owner and
broker of the residential real estate firm Pacific
Horizons. He has extensive knowledge of residential
sales, property evaluations, home mortgages and
loans.

Mr. Martin served seven years in the US. Army, with
special assignments to NATO - Greece, MAAG - Iran,
and 5th Army Headquarters - Chicago.

Mr. Martin has been an investor in FirstPlus
Financial Group, Inc. since 1997.

James T. Capretz (65) James T. Capretz has been a member of the Louisiana
Capretz and Associates State Bar since 1963, and the California State Bar
5000 Birch St. West Tower since 1969. He has been the principal of the Newport
Suite 2500 Beach law firm of Capretz & Associates and earlier
Newport Beach, CA 92660 law firms he founded since 1970. He is listed in the
Martindale-Hubbell Bar Registry of Preeminent
Lawyers. He was the only attorney in private practice
named in the initial publication of the top 50 most
influential business people in Orange County by the
Orange County Business Journal.

Mr. Capretz was the founder and Chairman of the Board
of Western Interstate Bancorp, Inc., a financial
service holding company based in Irvine, California,
and Citizens Thrift and Loan, a California state
charted thrift and loan company, until the two
companies were sold in September, 1998 to FirstPlus
Financial Group, Inc., whereupon Citizens Thrift and
Loan became FirstPlus Bank. Mr. Capretz has had no
relationships with FirstPlus or its subsidiaries
subsequent to the sale.

Mr. Capretz serves as Special Counsel in the national
product liability class action entitled Bowling vs.
Pfizer, et al. in federal district court in
Cincinnati, Ohio and he holds a position of
responsibility in federal class district lawsuits
across the United States, since 1992. He is a Special
Master for the State Bar of California and serves as
a Judge Pro Tem for the Orange County Superior Court
and as a member of the Arbitration Panel of the
Orange County Superior Court, since 1990. He is a
member of the National Association of Securities
Dealers Inc., Board of Arbitrators, since 1999. He
periodically writes and lectures on topics of legal
interest. He holds a certificate of completion from
the Harvard Law School Mediation Workshop for

Name (age) Address Business Experience
------------------ -------------------

Lawyers. He was the founder of ProMediate, an
alternative dispute resolution service, which was
started in 1992 to resolve complex civil litigation
matters.

Mr. Capretz currently serves as a member of the St.
Joseph Hospital Advisory Board and is a board member
of the Holy Cross School in New Orleans, Louisiana.
In the early 90's (1990 to 1992) Mr. Capretz was a
director of Taylor Woodrow Construction Co., a
California state wholly owned subsidiary of Taylor
Woodrow, a publicly-held London, England corporation
and of Saffel & McAdams, Inc., a commercial and
industrial construction company that was based in
Irvine, California. He has served as chairman of the
XXIII Olympic Support Committee of the Orange County
Bar Association and as a member of the bar's Real
Estate section. He has also been a member of the
Board of Directors of the Industrial League of Orange
County; the Foundation Boards of St. Joseph's
Hospital, the University of California at Irvine and
the Orange County-wide Leadership Awards Committee
for high school seniors, a program sponsored by the
Irvine Company. He has been a member of the
Chancellor's Club at the University of California at
Irvine and at the University of California at Santa
Barbara.

James Hanson (59) James P. Hanson is a Certified Public Accountant with
22973 Sutro Street the specialty designation of Personal Financial
Hayward, CA 94541 Specialist. His public accounting practice, since
1975, is located in Hayward, California. The firm,
James P. Hanson Accountancy Corp., provides tax and
accounting services as well as estate, retirement and
personal financial planning services. Mr. Hanson is a
1968 graduate of Fresno State University.

Mr. Hanson is also a California Real Estate Licensee
actively involved in mortgage financing and
refinancing. Mr. Hanson is a Registered Investment
Advisor (RIA) and has Series 22 and 63 NASD
Securities licenses.

Mr. Hanson has served on the Board of Directors of
TriNet Employer Group, a San Leandro, California
based human resource outsourcing firm, from 1990 to
August, 2005.

Mr. Hanson has served on the Board of Directors of
the Hayward California Chamber of Commerce on and off
for the past 25 years, and has just begun serving as
a Director of the Hayward Rotary Club. Mr. Hanson has
been serving as a Director of the Southern Alameda
County Estate Planning Council since 1996.

Mr. Hanson also serves on the Board of Directors of
St Rose Hospital Foundation as the Treasurer.

Name (age) Address Business Experience
------------------ -------------------

Robert D. Davis (74) Robert D. Davis has been a Certified Public
809 Eastover Circle Accountant from 1977 until retirement in September,
Deland, FL 32724 1997.

Mr. Davis entered the United States Navy in 1948 as
an Apprentice Seaman. He retired from the Navy in
1969 as an officer. During his naval career he was
primarily involved in intelligence, administration
and personnel. He served several tours in the
Pentagon in the Department of Defense, and in the
Office of Naval Intelligence.

In 1969, Mr. Davis attended the University of
Georgia. In 1970, he graduated with a Bachelor of
Science degree in Computers. He was in the top 6% of
his graduating class in the College of Business. In
1971, he received the Master of Accountancy degree
from the University of Georgia.

During the period 1972 through 1974, Mr. Davis was
employed as an Assistant Professor of Accounting at
Valdosta State University, and University of West
Georgia. During the period 1975 - 1977, Mr. Davis was
employed at South East Missouri State University as
an Assistant Professor of Accounting.

In 1977, Mr. Davis passed the Certified Public
Accountant examination in Missouri and was awarded
the CPA certificate. Later that year he moved to
Florida where he was issued a license as a CPA.

Mr. Davis has been a member of the DeLand area Lions
Club and served various executive positions,
including a term as President.

If the Committee Nominees are elected and take office as directors,
they intend to discharge their duties in compliance with all applicable legal
requirements, including the general fiduciary obligations imposed upon corporate
directors. If the Committee Nominees are elected, they will not receive any
compensation from the Company other than compensation regularly paid by the
Company to its directors.

Each of the Committee Nominees has consented to be named in this proxy
statement and to serve as a director until the expiration of his or her
respective term and until such nominee's successor has been elected and
qualified or until the earlier resignation or removal of such nominee. We have
no reason to believe that any of the nominees named above will be disqualified
or unable or unwilling to serve if elected. However, if any of the nominees are
unable to serve or for good cause will not serve, proxies may be voted for
another person nominated by the Committee to fill the vacancy.

Shares represented by properly executed Committee Yellow Proxy Cards
will be voted at the Special Meeting as marked and, in the absence of specific
instructions, will be voted in favor of the election of the Committee Nominees
to the Board, and in the discretion of the persons named as proxies on all other
matters as may properly come before the Special Meeting.

The Committee does not intend to present any business at the Special
Meeting for a vote other than the matters set forth in the Notice and has no
information that others will do so. If other matters requiring a vote of the
stockholders properly come before the Special Meeting, it is the intention of
the person's names in the accompanying form of proxy to vote the shares
represented by the proxies held by them in accordance with their judgment on
such matters.

Required Vote

The four (4) nominees receiving the highest number of votes of the
shares entitled to be voted for such nominees shall be elected as Directors.
Votes withheld from any Director will be counted for purposes of determining the
presence or absence of a quorum for the transaction of business at the Special
Meeting, but have no other legal effect upon election of Directors.

IF YOU WISH TO VOTE FOR THE ELECTION OF THE COMMITTEE NOMINEES TO THE BOARD,
PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED YELLOW PROXY CARD IN THE
POSTAGE-PAID ENVELOPE PROVIDED.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

HOW DO I VOTE IN PERSON?

If you owned shares of First Plus' common stock on the record date, October 10,
2005, you may attend the special meeting and vote in person. If you are not the
record holder of your shares, please refer to the discussion following the
question "What if I am not the record holder of my shares?" If you hold your
shares in the name of a bank or broker, you will not be able to vote in person
at the special meeting, unless you have previously specially requested and
obtained a "legal proxy" from your bank or broker and present it at the special
meeting.

WHEN YOU SIGN AND RETURN THE YELLOW PROXY CARD YOU WILL BE VOTING FOR OUR
NOMINEES TO SERVE AS DIRECTORS UNLESS YOU APPROPRIATELY MARK YOUR CARD
OTHERWISE.

WE BELIEVE THAT IT IS IN THE BEST INTEREST OF SHAREHOLDERS TO ELECT OUR NOMINEES
AT THE SPECIAL MEETING, AND STRONGLY RECOMMEND A VOTE "FOR" THE ELECTION OF EACH
OF OUR NOMINEES AND "FOR" THE ADOPTION OF EACH OF OUR PROPOSALS (IF ANY).

HOW DO I VOTE BY PROXY?

To vote by proxy, you should complete, sign and date the enclosed yellow proxy
card and return it promptly in the enclosed postage-paid envelope. To be able to
vote your shares in accordance with your instructions at the special meeting, we
must receive your proxy as soon as possible but in any event prior to the
special meeting.

WHAT IF I AM NOT THE RECORD HOLDER OF MY SHARES?

If your shares are held in the name of a brokerage firm, bank nominee or other
institution (a "Custodian"), only the Custodian can give a proxy with respect to
your shares. You may have received either a blank, executed proxy card from your
custodian (which you can complete and send directly to the Custodian) or an
instruction card (which you can complete and return to the Custodian to direct

its voting of your shares). If your Custodian has not sent you either a blank,
executed proxy card or an instruction card, you may contact the Custodian
directly to provide it with instructions. If you need assistance, please contact
the FPFX SHAREHOLDER VALUE COMMITTEE at the address and/or phone numbers set
forth below.

If your shares are held in the name of a Custodian, and you want to vote in
person at the special meeting, you may request a document called a "legal proxy"
from the Custodian and bring it to the special meeting. If you need assistance,
please contact the FPFX SHAREHOLDER VALUE COMMITTEE at the address and/or phone
numbers set forth below.

FPFX Shareholder Value Committee
c/o Danford L. Martin
7 Egret Lane
Aliso Viejo, CA 92656
877-NEW-FPFX (877-639-3739)

WHAT SHOULD I DO IF I RECEIVE A PROXY CARD?

Proxies are also being solicited by the incumbent management and board of
FIRSTPLUS. If you submit a proxy to us by signing and returning the enclosed
yellow proxy card, then you should NOT sign or return the proxy card (or follow
any voting instructions) provided by the incumbent management and Board of
FIRSTPLUS unless you intend to change your vote, because only your latest-dated
proxy will be counted.

If you have already sent a proxy card to FIRSTPLUS or your Broker, you may
revoke it and provide your support for our nominees by signing, dating and
returning the enclosed yellow proxy card.

WHAT IF I WANT TO REVOKE MY PROXY?

If you have already given a proxy, you may revoke it at any time before it is
voted on your behalf. You may do so in three ways:

o by delivering a later-dated proxy directly to the Company or to us,
the Committee; or

o by delivering a written notice of revocation directly to the Company
or to us; or

o by voting in person at the special meeting.

SHOULD I SUBMIT A PROXY IF I PLAN TO ATTEND THE SPECIAL MEETING?

Whether you plan to attend the special meeting or not, we urge you to submit a
proxy card. Returning the enclosed yellow proxy card will not affect your right
to attend the special meeting and vote.

WHO CAN VOTE?

You are eligible to vote or to execute a proxy only if you owned shares of the
Company's common stock on the record date for the special meeting, October 10,
2005. Even if you sell your shares after the record date, you will retain the
right to execute a proxy in connection with the special meeting. It is important
that you grant a proxy regarding shares you held on the record date, or vote
those shares in person, even if you no longer own those shares.

Based on information disclosed by the Company, at the close of business on the
record date, 45,340,090 shares of FirstPlus' common stock were entitled to vote.

HOW MANY VOTES DO I HAVE?

With respect to each matter to be considered at the special meeting, each
shareholder will have one vote for each share of First Plus's Voting Common
Stock held by it on the record date.

HOW WILL MY SHARES BE VOTED?

If you give a proxy on the accompanying yellow proxy card, your shares will be
voted as you direct. If you submit a proxy to the Committee without
instructions, their representatives will vote your shares in favor of all of our
proposals. Submitting a yellow proxy card will entitle our representatives to
vote your shares in accordance with their discretion on matters not described in
this proxy statement that may arise at the special meeting. As of the date of
this proxy statement, we know of no such matters.

Unless a proxy specifies otherwise, it will be presumed to relate to all shares
held of record on the record date by the person who submitted it.

WHAT IS A "QUORUM" AND WHY IS IT NECESSARY?

Conducting business at the special meeting requires a quorum. For a quorum to
exist, shareholders representing a majority of the outstanding shares entitled
to vote must be present in person or represented by proxy. Under the Nevada
Business Corporation Act, First Plus's articles of incorporation and bylaws,
abstentions and broker non-votes are treated as present for purposes of
determining whether a quorum exists.

WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AND HOW WILL VOTES BE COUNTED?

If a quorum is present, directors will be elected by a plurality of the votes
cast. This means that the four (4) nominees receiving the highest number of
votes will be elected as directors.

Broker-dealers do not have discretionary authority for beneficial owners in
contested matters that are solicited by both contestants. Abstentions and broker
non-votes with respect to beneficial owners solicited by the Committee on the
one hand, or the Company, on the other hand, will not have the effect of a vote
for or against the election of any nominees. The Company's articles of
incorporation do not permit shareholders to cumulate their votes.

AM I ENTITLED TO APPRAISAL RIGHTS?

The Company shareholders do not have dissenter's rights of appraisal as a result
of this solicitation or the adoption of any of the proposals included in this
proxy statement.

HOW CAN I RECEIVE MORE INFORMATION?

If you have any questions about giving your proxy or about our solicitation, or
if you require assistance, please contact the FPFX Shareholder Value Committee,
% Danford L. Martin, (800) 688-7757 or (877) NEW-FPFX (877-639-3739).

PROXY SOLICITATION AND EXPENSES

The solicitation to which this proxy statement relates is being made
by the Participants. The Participants may solicit proxies in person and by mail,
press release, advertisements in newspapers, magazines and/or trade
publications, telephone, telecopy, telegraph, electronic mail, Internet (World
Wide Web) publication, television, radio and newspapers. The FPFX Shareholder
Value Committee's website, www.fpfx.org (currently under construction) will be
used to contain soliciting material. The internet message board at
ragingbull.lycos.com (devoted for FirstPlus Financial Group stock, symbol FPFX)
will be used to reference the Committee's website. No person identified above
has or will receive compensation for soliciting proxies.

The Participants plan to employ a proxy mailing Service Company to
ask banks, brokers, custodians, nominees, other institutional holders and other
fiduciaries to forward all soliciting materials to the beneficial owners of the
shares that those institutions hold of record. Those institutions will be
reimbursed for reasonable expenses that they incur in connection with forwarding
our materials and for processing proxy cards.

The entire expense of this proxy solicitation is being borne by the
Committee, except that FirstPlus has agreed to pay the actual cost of printing
and mailing of Committee's proxy materials up to a cap of $20,000. The Committee
may, particularly if the Committee Nominees are elected to FirstPlus' Board of
Directors, seek reimbursement of its additional expenses from FirstPlus. The
Committee does not intend to seek stockholder approval of any such
reimbursement.

Costs related to our solicitation of proxies include expenditures
for printing, postage, legal services and other related items. Total
expenditures are expected to be approximately $50,000 to $75,000. To date, the
Committee has incurred approximately $20,187.00 in furtherance of our proxy
solicitation.

INFORMATION CONCERNING THE PARTICIPANTS

The Committee and the Committee Nominees for directors at the Special
Meeting are "participants" (as defined in instruction 3 to Item 4 of Rule
14a-10l of the Exchange Act) in this proxy solicitation. Information relating to
the beneficial ownership of common stock of FirstPlus by the participants in
this solicitation and certain other information relating to the participants is
set forth below and in Schedule I. None of the participants in this solicitation
are party to any commercial dealings with FirstPlus or its subsidiaries required
to be discussed pursuant to Schedule 14A promulgated under the Exchange Act,
which governs the disclosure contained in this proxy statement.

Except as set forth in this Proxy Statement (including the Schedules
hereto), (i) during the past 10 years, no participant in this solicitation has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); (ii) no participant in this solicitation directly or indirectly
beneficially owns any securities of FirstPlus; (iii) no participant in this
solicitation owns any securities of FirstPlus which are owned of record but not
beneficially; (iv) no participant in this solicitation has purchased or sold any
securities of FirstPlus during the past two years; (v) no part of the purchase
price or market value of the securities of FirstPlus owned by any participant in
this solicitation is represented by funds borrowed or otherwise obtained for the
purpose of acquiring or holding such securities; (vi) no participant in this
solicitation is, or within the past year was, a party to any contract,
arrangements or understandings with any person with respect to any securities of
FirstPlus, including, but not limited to, joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies; (vii) no
associate of any participant in this solicitation owns beneficially, directly or

indirectly, any securities of FirstPlus; (viii) no participant in this
solicitation owns beneficially, directly or indirectly, any securities of any
parent or subsidiary of FirstPlus; (ix) no participant in this solicitation or
any of his/its associates was a party to any transaction, or series of similar
transactions, since the beginning of FirstPlus' last fiscal year, or is a party
to any currently proposed transaction, or series of similar transactions, to
which FirstPlus or any of its subsidiaries was or is to be a party, in which the
amount involved exceeds $60,000; (x) no participant in this solicitation or any
of his/its associates has any arrangement or understanding with any person with
respect to any future employment by FirstPlus or its affiliates, or with respect
to any future transactions to which FirstPlus or any of its affiliates will or
may be a party; and (xi) no person, including the participants in this
solicitation, who is a party to an arrangement or understanding pursuant to
which the Nominees are proposed to be elected has a substantial interest, direct
or indirect, by security holdings or otherwise in any matter to be acted on at
the Special Meeting.

In addition, other than as set forth in this Proxy Statement, there are
no contracts, arrangements or understandings entered into by the Committee, or
any other participant in this solicitation or any of their respective associates
within the past year with any person with respect to any of the Company's
securities, including, but not limited to, joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies. In
addition, other than as set forth in this Proxy Statement, none of the Committee
Nominees nor members of the Committee, or any other participant in this
solicitation or any of their respective associates has been engaged in
contracts, negotiations or transactions with the Company or its affiliates
concerning a merger, consolidation, acquisition, tender offer or other
acquisition of securities, election of directors or a sale or other transfer of
a material amount of assets; or has had any other transaction with the Company
or any of its executive officers, directors or affiliates that would require
disclosure under the rules and regulations of the Commission.

There are no family relationships between any of the Committee Nominee
and any current director, executive officer, or Committee Nominee. However,
Robert D. Davis is a brother of George T. Davis, a prior Director of the
Company.

The Committee members are unaware of any existing company agreements
with change in control provisions that may be triggered by the election of our
nominees.

The following table sets forth the name, age, business address, present
principal occupation and business experience during the past five years, the
name and principal business of any corporation or other organization (in which
such occupations and employment were carried out) for each Committee member who
is not a nominee, who state that such corporations or organizations are not a
parent or subsidiary or any affiliate of the Company.

George R. Eberting (70) Mr. Eberting earned a B.A. in Business Administration
732 Harvest Road, from the University of Administration from the
Bothell, WA 98021 University of Puget Sound, Washington, in 1959. In
1964, Mr. Eberting earned an M.B.A. from the
University of Washington. Mr. Eberting served as
Assistant Professor of Marketing and Business
Statistics, Seattle University, from 1967 to 1972.
Mr. Eberting was Vice President/Director of the
original Cake & Steak House, Inc. from 1972 to 1973.
Mr. Eberting was President/Broker of Commercial
property Development Inc., from 1972 to 1981. Mr.
Eberting served as President/Director of Eberting

Foods, Inc., from 1981 to 1990. From 1990 through the
present, Mr. Eberting has been an investor in real
estate and owner/builder projects.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Committee members (James T. Capretz, Robert D. Davis, George R.
Eberting, James P. Hanson, and Danford L. Martin) each state that there are no
Forms 3, 4 and 5 required to be filed by them.

OTHER MATTERS

The Committee is not aware of any business other than as set forth in
this Proxy Statement that will be presented at the Special Meeting. Should other
proposals be brought before the Special Meeting, the persons named as proxies on
the enclosed proxy card will vote on such matters in their discretion.

SCHEDULE 1

INFORMATION ABOUT PARTICIPANTS IN THIS SOLICITATION

The following table sets forth information regarding the participants
in this solicitation, including information with respect to the ownership of
common stock of the Company by the individual members of the Committee. All the
Company shares held by the Committee are the voting class of COMMON shares.

Title of Class Name and address of beneficial owner Amount and nature of Percent of
beneficial ownership (1) class (2)
- --------------------------------------------------------------------------------------------------

Common James T. Capretz, Capretz and Assoc. 11,297 (3) 0.02%
Voting 5000 Birch St. West Tower Suite 2500,
Newport Beach CA 92660

Common Robert D. Davis, 809 Eastover Circle, 265,699 0.6%
Voting Deland FL 32724
Common George R. Eberting, 732 Harvest Road, 227,459 0.5%
Voting Bothell, WA 98021

Common James P. Hanson, 22973 Sutro St., 435,000 (4) 1.0%
Voting Hayward, CA 94541
Common Danford L. Martin, 7 Egret Lane, 2,700,000 (5) 6.0%
Voting Aliso Viejo, CA 92656
- --------------------------------------------------------------------------------------------------
TOTAL FPFX Shareholder Value Committee 3,639,455 (6) 8.0%

(1) These shares are owned of record or beneficially by the named persons
and their wives.

(2) We have been informed there are 45,340,090 Shares issued and
outstanding.

(3) Mr. Capretz votes these shares as custodian for minors.

(4) 285,000 owned by James P. and Kristy L. Hanson Living Trust
19,000 owned by James P. Hanson SIMPLE IRA
86,000 owned by James P. Hanson Accountancy Corp. Profit Sharing Pl #1
45,000 owned by James P. Hanson Accountancy

(5) Includes 832,300 shares of common stock held separately by Mr. Martin's
wife.

(6) Pursuant to Rule 13d-5(b), the FPFX Shareholder Value Committee is
deemed to have acquired beneficial ownership of all equity securities
of the Company that are beneficially owned by its members and their
wives, Danford L. Martin, James T. Capretz, James P. Hanson, Robert D.
Davis, and George R. Eberting.

Except as set forth below, to the knowledge of the Committee, no
participant in this solicitation has purchased or sold securities of the Company
within the past two years:

James T. Capretz Transactions during last 24 Months, NONE

Robert D. Davis Transactions during last 24 Months, Open Market, Pink Sheets.
Amounts include commission:
Date Shares Bought Symbol Price/Share Amount
10/31/2003 5,000 FPFX .09 $ 459.22
10/31/2003 5,000 FPFX .09 $ 459.00
12/14/2004 10,000 FPFX .06 $ 610.99
12/28/2004 8,000 FPFX .048 $ 384.00
12/29/2004 10,000 FPFX .05 $ 500.00
12/29/2004 10,000 FPFX .05 $ 500.00
12/29/2004 10 FPFX .05 $ .50
12/30/2004 320 FPFX .05 $ 16.00
12/30/2004 10,000 FPFX .05 $ 500.00
12/30/2004 10,000 FPFX .05 $ 500.00
12/30/2004 9,330 FPFX .05 $ 466.30
12/31/2004 660 FPFX .05 $ 33.00
02/01/2005 56,500 FPFX .035 $1,988.49
03/04/2005 5,000 FPFX .085 $ 435.99
03/08/2005 10,000 FPFX .085 $ 860.99
03/10/2005 10,000 FPFX .085 $ 860.99
03/11/2005 10,180 FPFX .078 $ 805.03
04/13/2005 10,000 FPFX .0975 $ 975.00
04/13/2005 10,000 FPFX .11 $1,100.00
05/06/2005 1,333 FPFX .15 $ 199.95
05/06/2005 5,000 FPFX .15 $ 750.00
05/06/2005 8,667 FPFX .15 $1,300.00
06/10/2005 1,000 FPFX .18 $ 180.90
06/10/2005 4,500 FPFX .18 $ 821.05
06/13/2005 5,000 FPFX .18 $ 904.50
06/13/2005 5,000 FPFX .18 $ 911.50
06/17/2005 100 FPFX .18 $ 18.07
06/17/2005 3,600 FPFX .18 $ 651.24

06/17/2005 7,500 FPFX .18 $1,363.75
06/20/2005 3,999 FPFX .18 $ 723.42
06/20/2005 1,001 FPFX .18 $ 188.08

George R. Eberting Transactions during last 24 Months, Open Market, Pink Sheets:

Date Shares Bought Symbol Price/Share Amount
12/04/2003 15,000 FPFX .07 $1,050.00
12/04/2003 35,000 FPFX .075 $2,625.00
03/01/2005 15,000 FPFX .06 $ 900.00
03/10/2005 22,458 FPFX .07 $1,572.06
03/14/2005 701 FPFX .065 $ 45.57
03/15/2005 100 FPFX .065 $ 6.50
03/15/2005 25,000 FPFX .065 $1,625.00
04/13/2005 5,000 FPFX .095 $ 475.00
09/23/2005 5,000 FPFX .23 $1,150.00
10/07/2005 5,000 FPFX .20 $1,000.00
10/07/2005 5,000 FPFX .20 $1,000.00
10/10/2005 1,200 FPFX .18 $ 216.00
10/11/2005 300 FPFX .18 $ 54.00
10/11/2005 200 FPFX .18 $ 36.00

Date Shares Sold Symbol Price/Share Amount
04/25/2005 2,000 FPFX .18 $ 360.00
04/25/2005 20,000 FPFX .18 $3,600.00

James P. Hanson Transactions during last 24 Months, Open Market, Pink Sheets.
Amounts include commission:
Date Shares Bought Symbol Price/Share Amount
12/03/03 1,000 FPFX 0.07 $ 67.06
12/03/03 1,200 FPFX 0.07 $ 80.47
12/03/03 5,000 FPFX 0.07 $ 335.30
12/03/03 5,000 FPFX 0.07 $ 360.30
12/03/03 5,000 FPFX 0.07 $ 360.30
12/03/03 5,000 FPFX 0.07 $ 360.30
12/03/03 5,000 FPFX 0.07 $ 360.31
12/05/03 2,800 FPFX 0.08 $ 225.95
12/30/03 5,000 FPFX 0.07 $ 359.56
12/30/03 5,000 FPFX 0.07 $ 334.56
12/30/03 5,000 FPFX 0.06 $ 309.57
12/30/03 5,000 FPFX 0.06 $ 309.56
01/27/04 5,000 FPFX 0.06 $ 314.98
01/27/04 5,000 FPFX 0.06 $ 314.97
11/29/04 1,500 FPFX 0.05 $ 77.99
11/29/04 3,500 FPFX 0.05 $ 181.98
11/29/04 5,000 FPFX 0.05 $ 259.98
11/29/04 10,000 FPFX 0.06 $ 619.95
11/29/04 10,000 FPFX 0.06 $ 569.95
03/11/05 10,000 FPFX 0.07 $ 709.95
04/13/05 10,000 FPFX 0.10 $1,009.95

04/13/05 10,000 FPFX 0.11 $1,059.95
04/13/05 10,000 FPFX 0.09 $ 859.95
04/19/05 10,000 FPFX 0.15 $1,509.95
05/06/05 5,000 FPFX 0.16 $ 809.95
05/24/05 5,000 FPFX 0.15 $ 759.95
05/27/05 5,000 FPFX 0.15 $ 759.95
08/18/05 10,000 FPFX 0.16 $1,609.95
09/23/05 5,000 FPFX 0.18 $ 909.95

Date Shares Sold Symbol Price/Share Amount
12/30/04 2,000 FPFX 0.04 $ 88.01
12/30/04 3,000 FPFX 0.04 $ 132.01
12/30/04 4,500 FPFX 0.04 $ 198.01
12/30/04 500 FPFX 0.04 $ 22.00
05/02/04 5,000 FPFX 0.20 $ 990.00

Danford L. Martin Transactions during last 24 Months, Open Market, Pink Sheets.
Trades are listed by settlement date. Amounts include commission:
Date Shares Bought Symbol Price/Share Amount
9/10/2003 300 FPFX .08 $ 29.00
9/17/2003 5,000 FPFX .06 $ 305.00
9/17/2003 1,000 FPFX .06 $ 65.00
9/19/2003 5,000 FPFX .06 $ 305.00
9/22/2003 5,000 FPFX .06 $ 305.00
9/23/2003 1,000 FPFX .065 $ 70.00
9/24/2003 1,000 FPFX .065 $ 82.00
10/02/2003 1,000 FPFX .065 $ 70.00
10/08/2003 5,000 FPFX .065 $ 330.00
11/25/2003 5,000 FPFX .07 $ 360.00
11/26/2003 5,000 FPFX .07 $ 355.00
11/26/2003 5,000 FPFX .065 $ 330.00
11/26/2003 1,000 FPFX .07 $ 75.00
1/07/2004 1,000 FPFX .07 $ 75.00
1/08/2004 5,000 FPFX .075 $ 385.00
1/08/2004 5,000 FPFX .075 $ 380.00
1/09/2004 5,000 FPFX .075 $ 385.00
1/09/2004 5,000 FPFX .07 $ 355.00
1/12/2004 5,000 FPFX .07 $ 360.00
1/13/2004 5,000 FPFX .065 $ 335.00
1/13/2004 5,000 FPFX .065 $ 330.00
1/13/2004 5,000 FPFX .065 $ 330.00
1/13/2004 5,000 FPFX .065 $ 335.00
1/13/2004 5,000 FPFX .07 $ 360.00
1/13/2004 5,000 FPFX .065 $ 330.00
1/13/2004 5,000 FPFX .065 $ 330.00
1/22/2004 1,000 FPFX .07 $ 075.00
1/23/2004 100 FPFX .07 $ 12.00
1/28/2004 5,000 FPFX .07 $ 355.00
1/28/2004 5,000 FPFX .07 $ 355.00

1/29/2004 5,000 FPFX .07 $ 355.00
2/03/2004 100 FPFX .07 $ 12.00
2/03/2004 1,000 FPFX .07 $ 75.00
2/06/2004 100 FPFX .07 $ 12.00
2/09/2004 100 FPFX .07 $ 12.00
2/10/2004 500 FPFX .07 $ 40.00
2/11/2004 4,500 FPFX .07 $ 320.00
2/17/2004 5,000 FPFX .07 $ 355.00
2/17/2004 5,000 FPFX .07 $ 355.00
2/18/2004 1,000 FPFX .07 $ 75.00
2/19/2004 100 FPFX .07 $ 12.00
2/19/2004 1,000 FPFX .07 $ 75.00
2/24/2004 900 FPFX .07 $ 68.00
3/09/2004 5,000 FPFX .06 $ 305.00
3/09/2004 5,000 FPFX .06 $ 305.00
3/09/2004 2,000 FPFX .06 $ 125.00
3/10/2004 5,000 FPFX .07 $ 355.00
3/12/2004 1,000 FPFX .07 $ 75.00
3/22/2004 5,000 FPFX .06 $ 310.00
3/24/2004 1,000 FPFX .07 $ 75.00
3/30/2004 5,000 FPFX .06 $ 305.00
3/30/2004 5,000 FPFX .06 $ 310.00
3/31/2004 4,000 FPFX .06 $ 245.00
4/01/2004 1,000 FPFX .06 $ 65.00
4/02/2004 1,000 FPFX .06 $ 65.00
4/07/2004 1,000 FPFX .07 $ 75.00
4/08/2004 5,000 FPFX .07 $ 355.00
4/20/2004 5,000 FPFX .055 $ 280.00
4/20/2004 1,000 FPFX .055 $ 60.00
4/20/2004 5,000 FPFX .055 $ 280.00
4/23/2004 300 FPFX .07 $ 26.00
4/28/2004 1,000 FPFX .07 $ 75.00
4/29/2004 5,000 FPFX .06 $ 305.00
4/29/2004 5,000 FPFX .06 $ 305.00
4/30/2004 5,000 FPFX .06 $ 305.00
4/30/2004 5,000 FPFX .06 $ 305.00
5/03/2004 300 FPFX .063 $ 23.90
5/04/2004 1,000 FPFX .062 $ 67.00
5/05/2004 1,000 FPFX .062 $ 67.00
5/06/2004 300 FPFX .06 $ 23.00
5/06/2004 5,000 FPFX .055 $ 280.00
5/06/2004 5,000 FPFX .055 $ 280.00
5/07/2004 5,000 FPFX .06 $ 305.00
5/10/2004 1,000 FPFX .062 $ 67.00
5/12/2004 1,100 FPFX .062 $ 73.20
5/14/2004 1,000 FPFX .07 $ 75.00
5/17/2004 1,000 FPFX .08 $ 85.00
5/18/2004 1,000 FPFX .08 $ 85.00

5/19/2004 300 FPFX .08 $ 29.00
5/25/2004 5,000 FPFX .06 $ 305.00
5/25/2004 5,000 FPFX .06 $ 305.00
5/25/2004 5,000 FPFX .07 $ 355.00
5/25/2004 1,000 FPFX .06 $ 65.00
5/25/2004 5,000 FPFX .075 $ 385.00
5/25/2004 5,000 FPFX .06 $ 305.00
5/25/2004 5,000 FPFX .06 $ 305.00
5/28/2004 5,000 FPFX .08 $ 405.00
6/01/2004 5,000 FPFX .08 $ 405.00
6/03/2004 1,000 FPFX .08 $ 85.00
6/04/2004 1,000 FPFX .08 $ 85.00
6/07/2004 5,000 FPFX .08 $ 405.00
6/09/2004 1,000 FPFX .08 $ 85.00
6/15/2004 1,000 FPFX .08 $ 85.00
6/30/2004 1,000 FPFX .085 $ 90.00
7/08/2004 1,000 FPFX .085 $ 90.00
7/12/2004 3,000 FPFX .085 $ 260.00
7/28/2004 100 FPFX .08 $ 13.00
7/29/2004 100 FPFX .08 $ 13.00
8/02/2004 100 FPFX .08 $ 13.00
8/05/2004 100 FPFX .07 $ 12.00
8/06/2004 400 FPFX .07 $ 33.00
9/15/2004 5,000 FPFX .08 $ 405.00
9/15/2004 5,000 FPFX .08 $ 405.00
10/07/2004 5,000 FPFX .06 $ 305.00
10/07/2004 5,000 FPFX .06 $ 310.00
10/07/2004 5,000 FPFX .06 $ 310.00
10/07/2004 5,000 FPFX .075 $ 380.00
10/07/2004 400 FPFX .075 $ 35.00
10/12/2004 5,000 FPFX .07 $ 360.00
11/10/2004 5,000 FPFX .06 $ 310.00
11/10/2004 5,000 FPFX .06 $ 310.00
11/10/2004 5,000 FPFX .06 $ 310.00
11/10/2004 5,000 FPFX .06 $ 305.00
11/10/2004 3,500 FPFX .07 $ 250.00
12/15/2004 5,000 FPFX .04 $ 210.00
12/15/2004 5,000 FPFX .032 $ 165.00
12/15/2004 5,000 FPFX .032 $ 165.00
12/15/2004 5,000 FPFX .032 $ 165.00
12/15/2004 5,000 FPFX .032 $ 165.00
12/15/2004 5,000 FPFX .032 $ 165.00
12/15/2004 5,000 FPFX .032 $ 165.00
12/15/2004 5,000 FPFX .032 $ 165.00
12/15/2004 5,000 FPFX .032 $ 165.00
12/15/2004 5,000 FPFX .032 $ 165.00
12/15/2004 5,000 FPFX .06 $ 305.00
12/15/2004 5,000 FPFX .032 $ 165.00

12/15/2004 5,000 FPFX .038 $ 197.50
12/15/2004 5,000 FPFX .035 $ 182.50
12/15/2004 5,000 FPFX .04 $ 205.00
12/15/2004 5,000 FPFX .05 $ 255.00
12/15/2004 40,000 FPFX .055 $2,260.00
12/22/2004 4,000 FPFX .07 $ 285.00
12/28/2004 5,000 FPFX .055 $ 280.00
12/28/2004 5,000 FPFX .055 $ 280.00
12/28/2004 5,000 FPFX .055 $ 285.00
12/28/2004 5,000 FPFX .055 $ 280.00
12/29/2004 4,000 FPFX .05 $ 210.00
1/03/2005 5,000 FPFX .05 $ 255.00
1/04/2005 5,000 FPFX .05 $ 255.00
1/06/2005 2,000 FPFX .05 $ 105.00
1/10/2005 2,000 FPFX .06 $ 125.00
1/13/2005 5,000 FPFX .04 $ 215.00
1/13/2005 5,000 FPFX .042 $ 215.00
1/13/2005 5,000 FPFX .042 $ 215.00
1/13/2005 5,000 FPFX .042 $ 215.00
1/13/2005 5,000 FPFX .042 $ 215.00
4/18/2005 50,000 FPFX .09 $4,575.00
4/28/2005 500 FPFX .18 $ 95.00
5/04/2005 500 FPFX .19 $ 100.00
5/04/2005 500 FPFX .19 $ 100.00
5/06/2005 1,000 FPFX .20 $ 205.00
5/11/2005 1,000 FPFX .17 $ 175.00
5/11/2005 1,000 FPFX .17 $ 175.00
5/17/2005 500 FPFX .19 $ 100.00
5/17/2005 500 FPFX .22 $ 115.00
5/18/2005 500 FPFX .20 $ 105.00
5/19/2005 250 FPFX .20 $ 55.00
5/20/2005 500 FPFX .18 $ 95.00
5/24/2005 500 FPFX .18 $ 95.00
5/25/2005 500 FPFX .18 $ 95.00
5/26/2005 1,000 FPFX .18 $ 185.00
5/27/2005 500 FPFX .15 $ 85.00
5/31/2005 500 FPFX .18 $ 95.00
6/01/2005 5,000 FPFX .15 $ 763.00
6/02/2005 5,000 FPFX .15 $ 760.00
6/02/2005 5,000 FPFX .15 $ 760.00
6/02/2005 5,000 FPFX .15 $ 755.00
6/02/2005 5,000 FPFX .15 $ 755.00
6/02/2005 5,000 FPFX .15 $ 755.00
6/02/2005 5,000 FPFX .17 $ 855.00
6/02/2005 500 FPFX .17 $ 90.00
6/06/2005 500 FPFX .17 $ 90.00
6/08/2005 1,000 FPFX .16 $ 165.00
6/09/2005 1,000 FPFX .16 $ 165.00

6/13/2005 1,000 FPFX .18 $ 185.00
6/16/2005 1,000 FPFX .19 $ 195.00
6/17/2005 500 FPFX .19 $ 100.00
6/28/2005 200 FPFX .19 $ 204.50
6/28/2005 500 FPFX .17 $ 85.00
6/29/2005 1,050 FPFX .18 $ 185.00
8/02/2005 500 FPFX .23 $ 120.00
8/04/2005 1,000 FPFX .22 $ 225.00
8/05/2005 500 FPFX .30 $ 155.00
9/29/2005 5,000 FPFX .20 $1,010.00
9/30/2005 5,000 FPFX .20 $1,010.00
10/03/2005 10,000 FPFX .18 $1,820.00
10/03/2005 5,000 FPFX .20 $1,010.00

10/05/2005 200 FPFX .19 $ 43.00

Date Shares Sold Symbol Price/Share Amount
4/19/2005 5,000 FPFX .11 $ 539.97
4/19/2005 5,000 FPFX .11 $ 539.97
4/19/2005 5,000 FPFX .15 $ 739.96
4/19/2005 5,000 FPFX .17 $ 839.96
4/19/2005 5,000 FPFX .17 $ 839.96
4/19/2005 5,000 FPFX .17 $ 839.96
4/19/2005 5,000 FPFX .18 $ 889.96
4/20/2005 5,000 FPFX .30 $1,489.93
4/20/2005 5,000 FPFX .30 $1,477.93
4/22/2005 5,000 FPFX .14 $ 689.97
4/22/2005 5,000 FPFX .14 $ 689.97
4/22/2005 5,000 FPFX .14 $ 689.97
5/06/2005 5,000 FPFX .19 $ 939.96
5/06/2005 5,000 FPFX .19 $ 939.96
5/16/2005 5,000 FPFX .17 $ 839.96
5/17/2005 1,750 FPFX .18 $ 304.98
5/17/2005 5,000 FPFX .19 $ 939.96
5/19/2005 5,000 FPFX .17 $ 839.96
5/19/2005 5,000 FPFX .17 $ 839.96
5/20/2005 5,000 FPFX .18 $ 889.96
5/20/2005 5,000 FPFX .18 $ 889.96
6/08/2005 1,000 FPFX .16 $ 149.99
6/16/2005 5,000 FPFX .17 $ 839.96
6/17/2005 5,000 FPFX .17 $ 839.96
6/16/2005 5,000 FPFX .17 $ 839.96
6/16/2005 5,000 FPFX .17 $ 839.96
6/16/2005 4,000 FPFX .17 $ 839.96
7/12/2005 5,000 FPFX .16 $ 789.96
7/29/2005 5,000 FPFX .21 $1,039.95
7/29/2005 2,250 FPFX .20 $ 444.98
7/29/2005 2,000 FPFX .20 $ 394.98
8/01/2005 5,000 FPFX .19 $ 944.96

8/02/2005 5,000 FPFX .20 $ 989.95
8/02/2005 5,000 FPFX .20 $ 989.95
8/02/2005 5,000 FPFX .20 $ 989.95
8/02/2005 5,000 FPFX .20 $ 989.95
8/02/2005 5,000 FPFX .21 $1,039.95
8/02/2005 5,000 FPFX .21 $1,039.95
8/02/2005 5,000 FPFX .21 $1,039.95
8/02/2005 5,000 FPFX .21 $1,039.95
8/02/2005 5,000 FPFX .21 $1,039.95
8/02/2005 5,000 FPFX .21 $1,039.95
8/04/2005 5,000 FPFX .21 $1,039.95
8/04/2005 5,000 FPFX .21 $1,039.95
8/04/2005 5,000 FPFX .21 $1,039.95
8/05/2005 5,000 FPFX .27 $1,339.04
8/05/2005 3,000 FPFX .23 $ 689.97
8/05/2005 1,000 FPFX .23 $ 229.99
8/05/2005 1,000 FPFX .23 $ 219.99
8/08/2005 5,000 FPFX .27 $1,339.94
8/08/2005 5,000 FPFX .27 $1,339.94
8/08/2005 5,000 FPFX .27 $1,339.94

Wife of Danford L. Martin Transactions during last 24 Months, Open Market, Pink
Sheets. Trades are listed by settlement date. Amounts include commission:
Date Shares Bought Symbol Price/Share Amount
11/10/2003 300 FPFX .089 $ 31.70
11/13/2003 3,000 FPFX .075 $ 235.00
11/28/2003 5,000 FPFX .07 $ 355.00
12/01/2003 5,000 FPFX .07 $ 355.00
12/08/2003 5,000 FPFX .07 $ 355.00
12/08/2003 1,000 FPFX .075 $ 80.00
12/08/2003 1,000 FPFX .075 $ 80.00
12/08/2003 5,000 FPFX .07 $ 355.00
12/09/2003 1,000 FPFX .075 $ 80.00
12/10/2003 1,000 FPFX .08 $ 85.00
12/15/2003 1,000 FPFX .08 $ 85.00
12/16/2003 5,000 FPFX .08 $ 405.00
12/16/2003 5,000 FPFX .07 $ 360.00
12/17/2003 5,000 FPFX .08 $ 405.00
12/17/2003 1,000 FPFX .08 $ 85.00
12/24/2003 1,000 FPFX .08 $ 85.00
12/29/2003 5,000 FPFX .08 $ 405.00
1/02/2004 5,000 FPFX .08 $ 405.00
1/02/2004 5,000 FPFX .075 $ 385.00
1/06/2004 5,000 FPFX .065 $ 335.00
1/06/2004 5,000 FPFX .065 $ 335.00
1/06/2004 5,000 FPFX .065 $ 335.00
1/06/2004 5,000 FPFX .065 $ 335.00
1/06/2004 5,000 FPFX .065 $ 335.00

1/06/2004 5,000 FPFX .065 $ 335.00
11/17/2004 5,000 FPFX .06 $ 305.00
11/17/2004 5,000 FPFX .06 $ 310.00
11/18/2004 5,000 FPFX .065 $ 330.00
11/22/2004 5,000 FPFX .06 $ 310.00
12/02/2004 5,000 FPFX .045 $ 235.00
12/02/2004 5,000 FPFX .045 $ 230.00
12/02/2004 2,400 FPFX .045 $ 113.00
12/02/2004 4,000 FPFX .045 $ 185.00
12/02/2004 5,000 FPFX .045 $ 230.00
12/03/2004 5,000 FPFX .045 $ 230.00
12/03/2004 5,000 FPFX .045 $ 230.00
12/03/2004 5,000 FPFX .045 $ 230.00
12/03/2004 5,000 FPFX .045 $ 230.00
12/08/2004 5,000 FPFX .045 $ 230.00
12/09/2004 5,000 FPFX .045 $ 230.00
12/10/2004 5,000 FPFX .04 $ 205.00
12/10/2004 5,000 FPFX .04 $ 205.00
12/10/2004 5,000 FPFX .04 $ 205.00
2/04/2005 5,000 FPFX .05 $ 255.00
2/08/2005 300 FPFX .05 $ 20.00
2/08/2005 1,000 FPFX .05 $ 55.00
2/08/2005 500 FPFX .05 $ 30.00
2/11/2005 1,200 FPFX .06 $ 77.00
2/11/2005 5,000 FPFX .06 $ 310.00
2/11/2005 5,000 FPFX .06 $ 305.00
2/14/2005 5,000 FPFX .06 $ 310.00
2/15/2005 5,000 FPFX .06 $ 310.00
2/16/2005 1,000 FPFX .06 $ 65.00
2/17/2005 1,000 FPFX .06 $ 65.00
2/18/2005 1,000 FPFX .06 $ 65.00
2/28/2005 1,000 FPFX .07 $ 75.00
3/07/2005 100 FPFX .08 $ 13.00
3/09/2005 300 FPFX .085 $ 30.50
3/10/2005 300 FPFX .085 $ 30.50
3/11/2005 500 FPFX .085 $ 47.50
3/14/2005 500 FPFX .085 $ 47.50
3/16/2005 300 FPFX .078 $ 28.40
3/17/2005 500 FPFX .069 $ 39.50
3/18/2005 5,000 FPFX .065 $ 330.00
3/18/2005 5,000 FPFX .065 $ 330.00
3/18/2005 1,000 FPFX .065 $ 70.00
3/21/2005 500 FPFX .065 $ 37.50
3/22/2005 1,000 FPFX .075 $ 80.00
3/22/2005 500 FPFX .075 $ 42.50
3/24/2005 700 FPFX .065 $ 45.50
3/24/2005 300 FPFX .065 $ 29.50
3/28/2005 500 FPFX .075 $ 42.50

3/31/2005 500 FPFX .075 $ 42.50
4/01/2005 300 FPFX .075 $ 27.50
4/04/2005 1,200 FPFX .075 $ 95.00
4/20/2005 300 FPFX .30 $ 95.00
4/26/2005 300 FPFX .18 $ 59.00
4/29/2005 400 FPFX .18 $ 77.00

Except as disclosed in this Schedule, none of the Committee members or
the Committee Nominees owns any securities of the Company or any subsidiary of
the Company, beneficially or of record, or was within the past year a party to
any contract, arrangement or understanding with any person with respect to any
such securities. Except as disclosed in this Schedule, to the knowledge of the
Committee members, none of the Committee members or the Committee Nominees has
any substantial interest, direct or indirect, by security holdings or otherwise,
in any matter to be acted upon at the Special Meeting.

IMPORTANT

Your vote is important. No matter how many Shares you own, please give
us your proxy FOR the election of the Committee Nominees by taking four steps:

1. SIGN the enclosed yellow proxy card exactly as name appears on the
card. When shares are held jointly, joint owners should each sign.
Executors, Administrators, Trustees, etc., should indicate their
capacity.

2. DATE the enclosed yellow proxy card.

3. MAIL the enclosed yellow proxy card TODAY in the envelope provided
(no postage is required if mailed in the United States). And

4. CONTACT your broker and instruct the broker to execute a proxy card
(for shares held in street name at Broker accounts)

If any of your Shares are held in the name of a brokerage firm, bank,
bank nominee or other institution (street name) only they can vote such Shares
and only upon receipt of your specific instructions. Accordingly, please return
the proxy card in the envelope provided or contact the person responsible for
your account and instruct that person to execute the proxy card representing
your Shares.

If you have any questions or require any additional information
concerning this Proxy Statement, please contact the FPFX SHAREHOLDER VALUE
COMMITTEE at the address set forth below.

FPFX Shareholder Value Committee
c/o Danford L. Martin
7 Egret Lane
Aliso Viejo, CA 92656
(800) 688-7757 or (877) NEW-FPFX (877-639-3739)

THE COMMITTEE URGES ALL SHAREHOLDERS TO VOTE FOR THE ELECTION OF THE COMMITTEE
NOMINEES AS DIRECTORS.

PRELIMINARY PROXY CARD

FIRSTPLUS FINANCIAL GROUP, INC.
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD NOVEMBER 16, 2005

THIS PROXY IS SOLICITED BY THE FPFX SHAREHOLDER VALUE COMMITTEE
AND NOT BY THE BOARD OF DIRECTORS OF FIRSTPLUS FINANCIAL GROUP, INC.

The undersigned stockholder of FIRSTPLUS FINANCIAL GROUP, INC. hereby appoints
Danford L. Martin (or his appointed designee) as attorney and proxy, with power
of substitution and revocation, to represent the undersigned at the Special
Meeting of Shareholders of FIRSTPLUS FINANCIAL GROUP, INC. to be held on such
date, and at such place and time as Second Judicial District Court of the State
of Nevada determines, and at any adjournment, postponement or rescheduling
thereof, with authority to vote all shares held or owned by the undersigned in
accordance with the directions indicated herein. This proxy, when properly
executed, will cause your shares to be voted as you direct. If you return this
proxy, properly executed, without specifying a choice, your shares will be voted
"FOR" the nominees identified below.

THE FPFX SHAREHOLDER VALUE COMMITTEE RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED
BELOW.

1. Election of Directors.

To elect four (4) directors to hold office until the next Annual Meeting of
stockholders or until their successors are duly elected and qualified, or until
such director's earlier death, resignation or removal.

Nominees: (1) Danford L. Martin, (2) James T. Capretz (3) James P. Hanson, and
(4) Robert D. Davis

FOR ALL NOMINEES [_] [_] WITHHELD FROM ALL NOMINEES

[_]__________________________________________________________________________
For all nominees, except as written above

2. Other Matters. IN HIS DISCRETION, THE PROXY IS AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY BE PRESENTED TO THE MEETING OR ANY ADJOURNMENT,
POSTPONEMENT OR RESCHEDULING THEREOF AND IS UNKNOWN TO THE FPFX SHAREHOLDER
VALUE COMMITTEE AND ITS REPRESENTATIVE A REASONABLE TIME BEFORE THE COMMENCEMENT
OF THE FPFX SHAREHOLDER VALUE COMMITTEES' SOLICITATION OF PROXIES.

Dated:_______, 2005

____________________________________ ______________________________________
Signature Additional Signature (if held jointly)

____________________________________ ______________________________________
Print Name and (Title if applicable) Print Name of Additional Signature

When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by president or
other authorized officer. If a partnership, please sign in partnership name by
authorized person. The signer hereby revokes all proxies previously given by the
signer to vote at the Special Meeting of Shareholders of FirstPlus Financial
Group, Inc. and any adjournment, postponement or rescheduling thereof.

Please Mail this Proxy Card to:
-------------------------------

The FPFX Shareholder Value Committee,
7 Egret Lane
Aliso Viejo, Ca 92656