Exhibit 4.1.1

                       FIRST AMENDMENT TO RIGHTS AGREEMENT

         This FIRST AMENDMENT TO RIGHTS AGREEMENT (this "Amendment"), dated as
of October 25, 2001 (the "Amendment"), is by and between FIRSTPLUS Financial
Group, Inc., a Nevada corporation (the "Corporation"), and, at the request of
the Corporation, Mellon Investor Services LLC (formerly Chasemellon Shareholder
Services, L.L.C.) a New Jersey limited liability company (the "Rights Agent").

                                    RECITALS

         1. The Corporation and the Rights Agent executed that certain Rights
Agreement dated as of May 20, 1998 (the "Rights Agreement").

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

         3. The Directors, pursuant to resolutions adopted on October 25, 2001,
authorized an officer of the Corporation to execute the Amendment and direct the
Rights Agent to execute the Amendment.

                                    AGREEMENT

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

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

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

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

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

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

                           [INTENTIONALLY LEFT BLANK]

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

                                   FIRSTPLUS FINANCIAL GROUP, INC.
                                   By: /s/ Daniel T. Phillips
                                       ----------------------
                                   Daniel T. Phillips, President


                                   MELLON INVESTOR SERVICES LLC, as Rights Agent

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