Exhibit 2.1

                         UNITED STATES BANKRUPTCY COURT
                           NORTHERN DISTRICT OF TEXAS
                                 DALLAS DIVISION

IN RE:                                        ss.
                                              ss.
FIRSTPLUS FINANCIAL, INC.                     ss.       CASE NO. 99-31869-HCA-11
                                              ss.
         DEBTOR.                              ss.       (CHAPTER 11)


--------------------------------------------------------------------------------

                  MODIFIED THIRD AMENDED PLAN OF REORGANIZATION
                          OF FIRSTPLUS FINANCIAL, INC.
--------------------------------------------------------------------------------


                                   VERNER, LIIPFERT, BERNHARD,
                                   McPHERSON AND HAND, CHARTERED
                                   1111 Bagby Street, Suite 4700
                                   Houston, Texas 77002
                                   Telephone: (713) 225-7200
                                   Facsimile: (713) 752-2199

                                   ATTORNEYS FOR FIRSTPLUS FINANCIAL,
                                   INC.

DATED:   April 7, 2000
         Dallas, Texas

<PAGE>

                                TABLE OF CONTENTS


<TABLE>
<S>      <C>                                            <C>
EXHIBITS TO PLAN OF REORGANIZATION  -

ARTICLE 1
DEFINITION AND CONSTRUCTION OF TERMS                    1
1.1      Definitions                                    1
1.2      Other Terms                                    1
1.3      Construction of Certain Terms                  1

ARTICLE 2
CLASSIFICATION OF CLAIMS AND INTERESTS; IMPAIRMENT      1
2.1      Classification                                 1
2.2      Identification of Classes                      2
2.3      Unimpaired Classes                             3
2.4      Impaired Classes                               3

ARTICLE 3
TREATMENT OF ADMINISTRATIVE CLAIMS AND ALLOWED
PRIORITY UNSECURED TAX CLAIMS                           3
3.1      Administrative Bar Date                        3
3.2      Payment of Administrative Claims               3
3.3      Post-Confirmation Expenses of Debtor           3
3.4      Ordinary Course Expenses                       3
3.5      Treatment and Satisfaction of Allowed
         Priority Unsecured Tax Claims                  4
3.6      U.S. Trustee Fees                              4
3.7      Retention and Payment of Professionals
         by Trust                                       4

ARTICLE 4
PROVISIONS FOR TREATMENT OF ALLOWED CLAIMS
AND INTERESTS                                           4
4.1      Treatment of Class 1 Allowed Priority
         Unsecured Non-Tax Claims                       5
4.2      Treatment of Class 2 Allowed Secured
         Claims of Ad Valorem Taxing Authorities        5
4.2.1    Determination of Allowed Secured Claim         5
4.2.2    Treatment of Class 2 Allowed Secured Claims    5
4.2.3    Sale of Collateral                             5
4.2.4    Transfer of Collateral                         6
4.2.5    Other Agreements                               6
4.2.6    Retention of Lien                              6
4.2.7    Deficiency Claim                               6
4.3      Treatment of Class 3.1 Allowed Secured
         Claim of Bank United                           6
4.4      Treatment of Class 3.2 Allowed Secured
         Claims of Bear Steams Company                  7
4.5      Treatment of Class 3.3 Allowed Secured
         Claims of Bear Steams International            7
</TABLE>



                                       i
<PAGE>

<TABLE>
<S>      <C>                                           <C>
4.6      Treatment of Class 3.4 Allowed Secured
         Claims of Merrill Lynch                        7
4.7      Treatment of Class 3.5 Allowed Secured
         Claims of Paine Webber                         7
4.7.1    Upfront Payment by Trust                       7
4.7.2    Modification of Loan Documents                 7
4.7.3    Other Payments                                 7
4.8      Treatment of Class 3.6 Allowed Secured
         Claim of Residential Funding Corporation       8
4.8.1    Upfront Payment by Trust                       8
4.8.2    Modification of Loan Documents                 8
4.9      Treatment of Class 3.7 Allowed Secured
         Claim of Bank One                              8
4.10     Treatment of Class 3.8 Allowed Secured
         Claim Not Treated Within Another Class         8
4.10.1   Determination of Allowed Secured Claim         8
4.10.2   Treatment of Class 3.8 Allowed Secured Claims  9
4.10.3   Sale of Collateral                             9
4.10.4   Transfer of Collateral                         9
4.10.5   Other Agreements                              10
4.10.6   Retention of Lien                             10
4.10.7   Deficiency Claim                              10
4.11     Treatment of Class 4 Allowed General
         Unsecured Claims                              10
4.12     Treatment of Class 5 Allowed Subordinated
         Claims                                        11
4.13     Treatment of Class 6 Interests                11

ARTICLE 5
EXECUTORY CONTRACTS                                    12
5.1      Assumption and Rejection                      12
5.2      Cure                                          12
5.3      Approval of Assumption or Rejection           12
5.4      Rejection Claims                              13
5.5      Indemnification Obligations                   13
5.6      Employee Claims (Compensation and
         Benefit Programs)                             14
5.6.1    Continuing Employees                          14
5.6.2    Other Employees                               14

ARTICLE 6
MEANS FOR EXECUTION OF THE PLAN                        15
6.1      Establishment of Trust Committee              15
6.2      Selection of Trustee                          15
6.3      Termination of Committee                      15
6.4      The Closing                                   16
6.5      Transactions at Closing                       16
6.5.1    Execution of the Trust Agreement              16
6.5.2    Transfer of Trust Assets                      18
6.5.3    Amendment of WIB Note                         19
</TABLE>


                                       ii

<PAGE>

<TABLE>
<S>     <C>                                             <C>
6.5.4   Execution and 1; e - of Settlement Note         20
6.5.5   Sale of WIB Stock, Servicing Business, and
        FPB Stock                                       21
6.5.6   Operation and Management of WIB
        Pending Sale                                    22
6.5.7   Allocation of Sale Proceeds.                    22
6.5.7.1 Sale of Servicing Business Prior to FPB         22
6.5.7.2 Sale of FPB Prior to Servicing Business         26
6.5.8   Allocation of Excess Sale Proceeds and Payment
        of Deficiencies                                 29
6.5.9   Execution and Delivery of Cash Flow Instrument  29
6.5.10  Amendment of Capital Contribution Note          30
6.5.11  WIB Note and Settlement Note Documentation      31
6.5.12  Servicing Costs                                 32
6.5.13  FPB Obligations                                 32
6.5.14  Allowance of FPFG Intercompany Claim            33
6.5.15  Final Releases                                  33
6.5.16  Amendment of Debtor's Articles                  34
6.5.17  Execution of Documents                          34
6.5.18  Surrender of Instruments                        34
6.5.19  Certification of Residual Assets                35
6.5.20  Intellectual Property License                   35
6.5.21  Prohibition on Transfer of FPFG's Interest
        and Voting Trust                                35
6.5.22  Substantiation of FPFG Costs and Payment        37
6.5.23  Trust Access to Books and Records               37
6.6     Section 1145 Determination                      37
6.7     Claims Analysis Assistance                      37
6.8     Compromise and Settlement Among Debtor,
        WIB, and FPFG                                   38
6.9     Electing Creditor Releases and Agreements       38
6.10    Trust Authority to Prosecute Causes of Action   38
6.11    Compromise and Settlement With NIMS Trust       39
6.12    Compromise and Settlement with Winthrop         39
6.12.1  Satisfaction of Winthrop Lump Sum Payment
        if Servicing Business Disposition Event
        Occurs Prior to an FPB Disposition Event        40
6.12.2  Satisfaction of Winthrop Lump Sum Payment if
        FPB Disposition Event Occurs Prior to a
        Servicing Business Disposition Date             40
6.12.3  Payment of Remaining Monthly Lease Charges      41
6.12.4  Winthrop Injunction                             41
6.12.5  Mutual Release                                  42
6.13    Assumption of U.S. Bank Obligation by Trust     43
6.14    Allowance and Subordination of Certain Class
        5 Claims                                        43

ARTICLE 7
EFFECT OF REJECTION BY ONE OR MORE CLASSES OF CLAIMS    44
7.1      Impaired Classes to Vote                       44
7.2      Acceptance by Class of Creditors               44
7.3      Cramdown                                       44
</TABLE>


                                      iii

<PAGE>

<TABLE>
<S>     <C>                                                     <C>
ARTICLE 8
PROVISIONS GOVERNING DISTRIBUTIONS                              44
8.1     Applicability of Article 8                              44
8.2     Place and Manner of Payments or Distributions           44
8.3     Undeliverable Distributions                             45
8.4     Treatment of Unclaimed or Undeliverable Distributions   45
8.5     Tax I.D. Number Required                                45

ARTICLE 9
VESTING OF PROPERTY                                             46
9.1     Revesting of Assets                                     46

ARTICLE 10
DISCHARGE, RELEASE AND EXTINGUISHMENT OF LIENS,
CLAIMS, INTERESTS, AND ENCUMBRANCES                             46
10.1    Discharge of Debtor                                     46
10.2    Exculpation and Release of Debtor                       47
10.3    Release and Discharge of WIB and FPFG by
        Electing Creditors                                      47
10.4    Bar Date for Asserting Claims Against Members
        of the Committee                                        47

ARTICLE 11
INJUNCTION AGAINST ENFORCEMENT OF PRECONFIRMATION
DEBT                                                            48
11.1    Injunction Enjoining Holders of Claims Against Debtor   48
11.2    Injunction Enjoining Electing Creditors                 49

ARTICLE 12
EVENTS OF DEFAULT                                               50
12.2    Remedies for Defaults                                   50
12.3    Default Remedies for Texas Comptroller and I. R. S.     50

ARTICLE 13
PROVISIONS FOR THE RESOLUTION OF OBJECTIONS TO PROOFS
OF CLAIM                                                        51

ARTICLE 14
PROVISIONS RELATING TO DISPUTED CLAIMS RESERVE                  52
14.1    Applicability of Article 14                             52
14.2    Distributions on Allowed Claims Only                    52
14.3    Establishment of Disputed Claims Reserve                53

ARTICLE 15
PROVISIONS FOR THE RETENTION, ENFORCEMENT, SETTLEMENT,
OR ADJUSTMENT OF CLAIMS BELONGING TO THE DEBTOR'S
ESTATE                                                          53

ARTICLE 16
RETENTION OF JURISDICTION                                       54
16.1    Jurisdiction                                            54
</TABLE>


                                       iv

<PAGE>

<TABLE>
<S>     <C>                                                     <C>
ARTICLE 17
GENERAL PROVISIONS                                              56
17.1    Confirmation Order                                      56
17.2    Notices                                                 57
17.3    Dates                                                   57
17.4    Further Action                                          57
17.5    Exhibits                                                57
17.6    Plan Amendments                                         57
17.7    Exemption from Transfer Taxes                           58
17.8    Binding Effect                                          58
17.9    Ratification                                            58
17.10   Governing Law                                           58
17.11   Headings                                                58
17.12   No Admissions or Waivers                                59

ARTICLE 18
SUBSTANTIAL CONSUMMATION                                        59
18.1    Substantial Consummation                                59
18.2    Final Decree                                            59

ARTICLE 19
CONTINGENCIES TO EFFECTIVENESS OF PLAN                          59
</TABLE>


                                       v

<PAGE>


                       EXHIBITS TO PLAN. OF REORGANIZATION

Exhibit A         Glossary of Defined Terms

Exhibit B         Trust Agreement for The FPFI Creditor Trust

Exhibit C         Joint Creditor List


                                       vi
<PAGE>

         FIRSTPLUS FINANCIAL, INC., a Texas corporation ("FPFI" or "Debtor")
hereby proposes this Modified Third Amended Plan of Reorganization (as it may be
altered, amended or modified from time to time, the "Plan") in its chapter 11
case for the reorganization of the Debtor's financial affairs, pursuant to the
provisions of Section 1121 (a) of title 11 of the United States Code.

                                    ARTICLE 1

                      DEFINITION AND CONSTRUCTION OF TERMS

         1.1 Definitions. As used herein, capitalized terms shall have the
meanings in the Glossary of Defined Terms set forth in Exhibit A to the Plan.

         1.2 Other Terms. Any term used in the Plan that is not defined herein
shall have the meaning ascribed to that term, if any, in the Bankruptcy Code. A
term used in the Plan and not defined herein or in the Bankruptcy Code, but
which is defined in the Bankruptcy Rules, has the meaning assigned to the term
in the Bankruptcy Rules.

         1.3 Construction of Certain Terms. The words "herein," "hereof,"
"hereto," "hereunder," and others of similar import refer to the Plan as a whole
and not to any particular section, subsection, or clause contained in the Plan.
Wherever from the context it appears appropriate, each term stated in either the
singular or the plural shall include the singular and the plural and pronouns
stated in the masculine, feminine or neuter gender shall include the masculine,
the feminine and the neuter.
                                    ARTICLE 2

               CLASSIFICATION OF CLAIMS AND INTERESTS; IMPAIRMENT

         2.1 Classification. Administrative Claims, Professional Fees and
Priority Unsecured Tax Claims are not classified in accordance with Section
1123(a)(1) of the Bankruptcy Code. The treatment of Administrative Claims,
Professional Fees and Priority Unsecured Tax Claims is


                                       1
<PAGE>

set forth in Article III of the Plan. Pursuant to Section 1122 of the Bankruptcy
Code, a Claim or Interest is classified by the Plan in a particular Class only
to the extent that the Claim or Interest qualifies within the identification of
that Class, and shall be classified in a different Class to the extent that the
Claim or Interest qualifies within the identification of that different Class. A
Claim or Interest is in a particular Class only to the extent that the Claim or
Interest is an Allowed Claim or Allowed Interest in that Class, as the case may
be.

         2.2 Identification of Classes. Allowed Claims and Allowed Interests are
classified as follows:

         Class 1        Any Allowed Priority Unsecured Non-Tax Claims

         Class 2        Any Allowed Secured Claim of Ad Valorem Taxing
                        Authorities

         Class 3.1      The Allowed Secured Claim of Bank United

         Class 3.2      The Allowed Secured Claim of Bear Steams Company

         Class 3.3      The Allowed Secured Claim of Bear Steams International

         Class 3.4      The Allowed Secured Claim of Merrill Lynch

         Class 3.5      The Allowed Secured Claim of Paine Webber

         Class 3.6      The Allowed Secured Claim of Residential Funding
                        Corporation

         Class 3.7      The Allowed Secured Claim of Bank One

         Class 3.8      Any Allowed Secured Claims not included within
                        another class under the Plan

         Class 4        Any Allowed General Unsecured Claims

         Class 5        Any Allowed Subordinated Claims

         Class 6        Any Allowed Interests in the Debtor

         2.3 Unimpaired Classes. Claims in Classes 1, 3.1-3.4, 3.7, and 6 are
unimpaired under the Plan and, therefore, such Classes are conclusively presumed
to have accepted the Plan.


                                       2
<PAGE>

         2.4 Impaired Classes. Claims in Classes 2, 3.5, 3.6, 3.8, 4, and 5 are
impaired under the Plan, and, therefore, are entitled to vote to accept or
reject the Plan

                                   ARTICLE 3

                     TREATMENT OF ADMINISTRATIVE CLAIMS AND
                      ALLOWED PRIORITY UNSECURED TAX CLAIMS

         3.1 Administrative Bar Date. All requests for payment of Administrative
Claims, including without limitation, applications for payment of Professional
Fees, arising on or before the Confirmation Date, other than Administrative
Claims to the extent incurred by the Debtor in the ordinary course of business
and recorded in the Debtor's books and records, shall be filed with the
Bankruptcy Court and served upon the Debtor within thirty (30) days following
the Effective Date or by such earlier deadline as may apply to such
Administrative Claim pursuant to an earlier order of the Bankruptcy Court. Any
Administrative Claim or Professional Fees for which an application or request
for payment is not filed within such time period shall be discharged and forever
barred.

         3.2 Payment of Administrative Claims. Allowed Administrative Claims,
including Professional Fees, incurred through the Closing Date shall be paid by
the Trust on the later of a Distribution Date or the Allowance Date pursuant to
Section 7.1.1 of the Trust Agreement.

         3.3 Post-Confirmation Expenses of Debtor. All post-confirmation
expenses incurred by the Debtor after the Closing Date shall be paid by the
Debtor without further order of the Bankruptcy Court.

         3.4 Ordinary Course Expenses. Administrative Claims, excluding
Professional Fees, arising from Debtor's ordinary course of business that have
not yet come due as of the Confirmation Date, according to both ordinary
business terms and the actual terms underlying


                                       3
<PAGE>

such Claims, will be paid by Debtor when such Claims become due without further
order of the Bankruptcy Court.

         3.5 Treatment and Satisfaction of Allowed Priority Unsecured Tax
Claims. Pursuant to Section 7.1.2 of the Trust Agreement, Allowed Priority
Unsecured Tax Claims shall be paid in full by the payment of Cash by the Trust
on the later of the Effective Date or the Allowance Date.

         3.6 U.S. Trustee Fees. All fees owing to the United States Trustee
pursuant to 28 U.S.C. ss. 1930 shall be paid by the Debtor as such fees may
become due up to and including the Closing Date. Thereafter, pursuant to Section
5.4 of the Trust Agreement, the Trust shall pay all fees owed under 28 U.S.C.
ss. 1930 by reason of the Trust's disbursements until the Debtor's case is
closed.

         3.7 Retention and Payment of Professionals by Trust. The Trust shall
obtain Bankruptcy Court approval concerning the terms of engagement of any
attorney, accountant, investment banker or other professional. The Trust shall
not pay any fees to its attorneys, accountants, investment bankers, or other
professionals without the prior entry of a Bankruptcy Court order approving such
fees. In accordance with Section 5.1.4 of the Trust Agreement, the Trust shall
file with the Clerk of the Bankruptcy Court the reports required to be prepared
by the Trustee pursuant to Section 5.1.3 of the Trust Agreement.

                                    ARTICLE 4

                           PROVISIONS FOR TREATMENT OF
                          ALLOWED CLAIMS AND INTERESTS

         4.1 Treatment of Class 1 Allowed Priority Unsecured Non-Tax Claims.
Allowed Claims within Class 1 shall be completely and fully satisfied by the
payment of Cash by the Trust to the holder of an Allowed Class 1 Claim equal to
the amount of the Allowed Class 1


                                       4
<PAGE>

Claim on the later of the Effective Date, or the Allowance Date, pursuant to
Section 7.1.2 of the Trust Agreement.

         4.2 Treatment of Class 2 Allowed Secured Claims of Ad Valorem Taxing
Authorities.

                  4.2.1 Determination of Allowed Secured Claim. Debtor, or
         subsequent to the Effective Date, the Trustee, may seek a determination
         of the Allowed Secured Claim of all Class 2 Secured Creditors, if any,
         pursuant to the Bankruptcy Code and the Bankruptcy Rules. In
         appropriate circumstances, Debtor, or subsequent to the Effective Date,
         the Trustee, at its option, may initiate litigation to seek a
         determination of the Allowed Secured Claim of a Class 2 Creditor, if
         any, to determine the amount and extent of Liens securing such Claim.
         The amount of the Allowed Secured Claim shall be the amount established
         pursuant to the preceding sentence.

                  4.2.2 Treatment of Class 2 Allowed Secured Claims. If there is
         more than one Class 2 Allowed Secured Claim, each Class 2 Allowed
         Secured Claim shall be classified in a separate subclass. The Class 2
         Allowed Secured Claim shall be satisfied in full at the election of the
         Trustee by (i) a sale of the collateral securing such Claim pursuant to
         Section 4.2.3, (ii) the transfer of such collateral to the holder of
         such Claim pursuant to Section 4.2.4, or (iii) an agreement reached
         between the holder of such Claim and the Trustee pursuant to Section
         4.2.5.

                  4.2.3 Sale of Collateral. The Trustee may sell for Cash any
         Trust Asset serving as collateral for the Class 2 Allowed Secured
         Claim. The holder of the Class 2 Allowed Secured Claim shall be
         entitled to bid at such sale pursuant to Section 363(k) of the
         Bankruptcy Code. Any sale proceeds therefrom, net of reasonable
         liquidation costs, shall


                                       5
<PAGE>

         be paid by the Trustee to the holder of the Class 2 Allowed Secured
         Claim and applied to reduce the Class 2 Allowed Secured Claim to the
         extent of such net sale proceeds. Any net sale proceeds remaining after
         satisfaction of the Class 2 Allowed Secured Claim shall remain a Trust
         Asset and shall be free and clear of all liens, claims, and
         encumbrances previously asserted by the holder of the Class 2 Allowed
         Secured Claim.

                  4.2.4 Transfer of Collateral. The Trustee may satisfy the
         Class 2 Allowed Secured Claim, as determined pursuant to Section 4.2.1
         of the Plan, by transferring and conveying any Trust Asset serving as
         collateral for such Claim to the holder of the Class 2 Allowed Secured
         Claim to the extent of such Claim. Any collateral remaining after
         satisfaction of the Class 2 Allowed Secured Claim shall remain a Trust
         Asset and shall be free and clear of any liens, claims, and
         encumbrances previously asserted by the holder of the Class 2 Allowed
         Secured Claim.

                  4.2.5 Other Agreements. Notwithstanding subsections 4.2.3 and
         4.2.4 above, a Class 2 Claim may otherwise be satisfied by an agreement
         between the holder of such Claim and Trustee. The treatment set forth
         in any such agreement will supersede the provisions of subsections
         4.2.3 and 4.2.4 of this Section.

                  4.2.6 Retention of Lien. Each holder of a Class 2 Allowed
         Secured Claim shall retain the liens securing such Allowed Secured
         Claim until such Allowed Secured Claim is fully paid or until such
         holder otherwise agrees.

                  4.2.7 Deficiency Claim. If the holder of a Class 2 Allowed
         Secured Claim has a deficiency claim, the deficiency claim shall be
         treated under the Plan as a Class 4 General Unsecured Claim, or
         Priority Unsecured Tax Claim as determined by the Court.


                                       6
<PAGE>

         4.3 Treatment of Class 3.1 Allowed Secured Claim of Bank United. The
Class 3.1 Allowed Secured Claim shall be unimpaired and shall be fully and
completely satisfied and resolved by agreement pursuant to the terms of the
Final Order of the Bankruptcy Court approving the Bank United Compromise Motion.

         4.4 Treatment of Class 3.2 Allowed Secured Claims of Bear Stearns
Company. The Class 3.2 Allowed Secured Claim shall be unimpaired and shall be
completely and fully satisfied by agreement pursuant to the terms of the Final
Order of the Bankruptcy Court approving the Bear Steams Compromise Motion.

         4.5 Treatment of Class 3.3 Allowed Secured Claims of Bear Stearns
International. The Class 3.3 Allowed Secured Claim shall be unimpaired and shall
be completely and fully satisfied by agreement pursuant to the terms of the
Final Order of the Bankruptcy Court approving the Bear Steams Compromise Motion.

         4.6 Treatment of Class 3.4 Allowed Secured Claims of Merrill Lynch. The
Class 3.4 Allowed Secured Claim shall be unimpaired by the Plan pursuant to
Section 1124(1) of the Bankruptcy Code.

         4.7 Treatment of Class 3.5 Allowed Secured Claims of Paine Webber. The
Class 3.5 Allowed Secured Claim shall be completely and fully satisfied by
agreement pursuant to the terms of the Paine Webber Compromise Order.

                  4.7.1 Upfront Payment by Trust. The Trust shall pay $3,000,000
         in Cash to Paine Webber pursuant to Section 7.1.5 of the Trust
         Agreement.

                  4.7.2 Modification of Loan Documents. The Paine Webber Loan
         Documents shall be modified and extended to conform the treatment of
         the Class 3.5 Allowed


                                       7
<PAGE>

         Secured Claim to that as provided in the Compromise and Settlement
         Agreement approved by the Paine Webber Compromise Order.

                  4.7.3 Other Payments. To the extent the Debtor makes any
         payment of Cash, other than Cash which is proceeds from the Residual
         Assets and/or B-Piece Securities, to any Secured Creditor with a
         security interest in any Residual Assets and/or B-Piece Securities,
         Paine Webber shall be paid a portion of such Cash so distributed, based
         on the proportion that the Paine Webber Debt bears to the obligation of
         the Debtor to such other Secured Creditor.

         4.8 Treatment of Class 3.6 Allowed Secured Claim of Residential Funding
Corporation. The Class 3.6 Allowed Secured Claim shall be completely and fully
satisfied pursuant to the terms of the RFC Compromise Order.

                  4.8.1 Upfront Payment by Trust. The Trust shall pay $4,000,000
         in Cash to RFC pursuant to Section 7.1.5 of the Trust Agreement.

                  4.8.2 Modification of Loan Documents. The Residential Funding
         Corporation Loan Documents shall be modified and extended to conform to
         the treatment of the Class 3.6 Allowed Secured Claim as provided in the
         Compromise and Settlement Agreement approved by the RFC Compromise
         Order.

         4.9 Treatment of Class 3.7 Allowed Secured Claim of Bank One. The Class
3.7 Allowed Secured Claim shall be unimpaired and shall be completely and fully
satisfied by agreement pursuant to the terms of the Bank One Compromise Order.


                                       8
<PAGE>

         4.10 Treatment of Class 3.8 Allowed Secured Claim Not Treated Within
Another Class.

                  4.10.1 Determination of Allowed Secured Claim. Debtor, or
         subsequent to the Effective Date, the Trustee may seek a determination
         of the Allowed Secured Claim of all Class 3.8 Secured Creditors, if
         any, pursuant to the Bankruptcy Code and the Bankruptcy Rules. In
         appropriate circumstances, Debtor, or subsequent to the Effective Date,
         the Trustee, at its option, may initiate litigation to seek a
         determination of the Allowed Secured Claim of a Class 3.8 Creditor, if
         any, and to determine the amount and extent of Liens securing such
         Claim. The amount of the Allowed Secured Claim shall be the amount
         established pursuant to the preceding sentence.

                  4.10.2 Treatment of Class 3.8 Allowed Secured Claims. If there
         is more than one Class 3.8 Allowed Secured Claim, each Class 3.8
         Allowed Secured Claim shall be classified in a separate subclass. The
         Class 3.8 Allowed Secured Claim shall be satisfied in full at the
         election of the Trustee by (i) a sale of the collateral securing such
         Claim pursuant to Section 4.10.3, (ii) the transfer of such collateral
         to the holder of such Claim pursuant to Section 4.10.4, or (iii) an
         agreement reached between the holder of such Claim and the Trustee
         pursuant to Section 4.10.5.

                  4.10.3 Sale of Collateral. The Trustee may sell for Cash any
         Trust Asset serving as collateral for the Class 3.8 Allowed Secured
         Claim. The holder of the Class 3.8 Allowed Secured Claim shall be
         entitled to bid at such sale pursuant to Section 363(k) of the
         Bankruptcy Code. Any sale proceeds therefrom, net of reasonable
         liquidation costs, shall be paid by the Trustee to the holder of the
         Class 3.8 Allowed Secured Claim and applied to reduce the Class 3.8
         Allowed Secured Claim to the extent of such net sale proceeds. Any net
         sale proceeds remaining after satisfaction of the Class 3.8 Allowed
         Secured Claim shall remain a Trust Asset and shall be free and clear of
         all liens, claims,


                                       9
<PAGE>

         and encumbrances previously asserted by the holder of the Class 3.8
         Allowed Secured Claim.

                  4.10.4 Transfer of Collateral. The Trustee may satisfy the
         Class 3.8 Allowed Secured Claim as determined pursuant to Section
         4.10.1 of the Plan, by transferring and conveying any Trust Asset
         serving as collateral for such Claim to the holder of the Class 3.8
         Allowed Secured Claim to the extent of such Claim. Any collateral
         remaining after satisfaction of the Class 3.8 Allowed Secured Claim
         shall remain a Trust Asset and shall be free and clear of any liens,
         claims, and encumbrances previously asserted by the holder of the Class
         3.8 Allowed Secured Claim.

                  4.10.5 Other Agreements. Notwithstanding subsections 4.10.3
         and 4.10.4, a Class 3.8 Claim may otherwise be satisfied by an
         agreement between the holder of such Claim and the Trustee. The
         treatment set forth in any such agreement will supersede the provisions
         of subsections 4.10.3 and 4.10.4 of this Section.

                  4.10.6 Retention of Lien. Each holder of a Class 3.8 Allowed
         Secured Claim shall retain the Liens securing such Allowed Secured
         Claim until such Allowed Secured Claim is fully paid or until such
         holder otherwise agrees.

                  4.10.7 Deficiency Claim. If the holder of a Class 3.8 Allowed
         Secured Claim has a deficiency claim, the deficiency claim shall be
         treated under this Plan as a Class 4 General Unsecured Claim.

         4.11 Treatment of Class 4 Allowed General Unsecured Claims. Class 4
Allowed General Unsecured Claims shall be completely and fully satisfied in
accordance with the terms of the Trust Agreement as follows:


                                       10
<PAGE>

                  (i) Beneficial Interests in the Trust shall be allocated to
         holders of Class 4 Claims in accordance with Section 6.1 of the Trust
         Agreement;

                  (ii) Interest shall accrue on the unpaid balance of Allowed
         Class 4 Claims at 8.5% per annum in accordance with Section 7.2 of the
         Trust Agreement;

                  (iii) Holders of Class 4 Claims may become Electing Creditors
         by executing the Election Designation pursuant to Section 6.9 of the
         Plan. Holders of Allowed Class 4 Claims who are Electing Creditors
         shall receive Distributions of Available Cash from the Trust in
         accordance with Section 7.2.2 of the Trust Agreement;

                  (iv) Holders of Allowed Class 4 Claims who are Non-Electing
         Creditors shall receive Distributions of Available Cash from the Trust
         in accordance with Section 7.2.3 of the Trust Agreement; and

                  (v) Holders of Allowed Class 4 Claims composed of the FPFG
         Intercompany Claim shall only receive Distributions of Creditor Cash
         from the Trust in accordance with Section 7.2.4 of the Trust Agreement,
         subject to the payment of a portion of such Creditor Cash to satisfy
         any FPFG Indemnity Obligation or deficiency under the WIB Note or
         Settlement Note as required by Section 6.5.8 of the Plan.

         4.12 Treatment of Class 5 Allowed Subordinated Claims. Any and all
Class 5 Allowed Subordinated Claims shall be completely and fully satisfied in
accordance with the terms of the Trust Agreement as follows:

                  (i) Beneficial Interests in the Trust shall be allocated to
         holders of Class F Subordinated Claims upon the payment and
         satisfaction in full of all Class 4 Allowed General Unsecured Claims in
         accordance with Section 6.2 of the Trust Agreement;


                                       11
<PAGE>

                  (ii) Interest shall accrue on the unpaid balance of Allowed
         Class 5 Claims at 8.5% per annum in accordance with Section 7.2 of the
         Trust Agreement; and

                  (iii) Holders of Allowed Class 5 Subordinated Claims shall
         receive Distributions of Available Cash from the Trust in accordance
         with Section 7.2.5 of the Trust Agreement.

         4.13 Treatment of Class 6 Interests. FPFG shall be deemed to hold a
Class 6 Allowed Interest. The holders of Class 6 Allowed Interests shall retain
such Interests in the Debtor, however no Distributions, by dividend or otherwise
shall be made from FPFI to FPFG, its successors or assigns on account of such
Interest until the payments required under the Plan to be made to holders of
Allowed Class 4 and Class 5 Claims have been paid in full.

                                    ARTICLE 5

                               EXECUTORY CONTRACTS

         Executory Contracts, including without limitation unexpired leases, to
which Debtor is a party as of the Effective Date, entered into by the Debtor
prior to the Petition Date, shall be treated as follows:

         5.1 Assumption and Rejection. All Executory Contracts not otherwise
assumed, assumed and assigned, or rejected pursuant to a Final Order shall be
deemed rejected as of the Effective Date, except for any Executory Contract set
forth on a list of Executory Contracts to be assumed and/or assumed and assigned
by the Debtor and filed pursuant to a motion with the Bankruptcy Court at or
prior to the Closing Date. The Trust shall have no liability for any amounts of
Cure or for any ongoing obligation or liability concerning any Executory
Contracts assumed and/or assumed and assigned by the Debtor.


                                       12
<PAGE>

         5.2 Cure. To the extent required by the provisions of Section 365(b)(1)
of the Bankruptcy Code, any and all Cure that is not subject to a dispute shall
be paid by the Debtor in Cash on the Effective Date, unless an alternative
agreement is or has been reached between Debtor and the entity to whom such Cure
is owed. Any disputes as to the amount of the Cure shall be resolved by the
Bankruptcy Court, and any amounts of Cure in dispute shall be paid pursuant to
Final Order of the Bankruptcy Court.

         5.3 Approval of Assumption or Rejection. Entry of the Confirmation
Order shall constitute (i) the approval, pursuant to the provisions of Section
365(a) of the Bankruptcy Code, of the assumption and/or assumption and
assignment of the Executory Contracts assumed and/or assumed and assigned
pursuant to Section 5.1 herein, and (ii) the approval, pursuant to the
provisions of Section 365(a) of the Bankruptcy Code, of the rejection of the
Executory Contracts rejected pursuant to Section 5.1 herein.

         5.4 Rejection Claims. Unless the Bankruptcy Court, the Bankruptcy Code
or the Bankruptcy Rules establish an earlier deadline with regard to the
rejection of particular Executory Contracts, any Claims arising out of the
rejection of Executory Contracts pursuant to Sections 5.1 and 5.6, herein must
be filed with the Bankruptcy Court and served upon the Debtor and the Trust
Committee, no later than thirty (30) days after the Effective Date. Any Claims
not filed within such time will be forever barred and will not receive any
distributions under the Plan. Any Claims arising out of the rejection of an
Executory Contract, which such rejection was approved by Final Order of the
Bankruptcy Court that was entered prior to the Bar Date, must have been filed
prior to such Bar Date, otherwise such Claims are forever barred and will
receive no Distribution under the Plan. All Claims arising from the rejection of
an Executory Contract shall be treated as a Class 4 General Unsecured Claim
under the Plan. Any holder of a Claim


                                       13
<PAGE>

arising out of the rejection of an Executory Contract may elect to become an
Electing Creditor by executing the Election Designation no later than thirty
(30) days after the Effective Date, notwithstanding an earlier date established
for the Election Deadline.

         5.5 Indemnification Obligations. Any and all obligations of the Debtor
to indemnify, reimburse or limit the liability of its former directors, officers
or employees that were directors, officers or employees, respectively, on or
prior to the Petition Date against any obligations, pursuant to the Debtor's
articles of incorporation, bylaws, applicable state law or specific agreements,
or any combination of the foregoing, to the extent arising from unexpired
Executory Contracts, shall be deemed rejected as of the Effective Date, and
shall not be binding upon the Debtor. Any Claim arising from rejection of an
Executory Contract pursuant to this Section 5.5 shall first be satisfied from
any available coverage under Debtor's corporate liability insurance and only
after same if fully exhausted and any remaining amount of such Claim shall be
treated as a Class 4 General Claim under the Plan.

         5.6 Employee Claims (Compensation and Benefit Programs). Claims for
employee compensation arising under employee benefit plans or programs that
constitute Executory Contracts shall be treated as follows:

                  5.6.1 Continuing Employees. All employment compensation,
         retirement, and benefit practices and policies of the Debtor, including
         without limitation accrued unpaid vacation, sick leave and medical
         benefits, to the extent applicable to employees who have not resigned
         or received notices of termination from the Debtor within thirty (30)
         days following the Effective Date (or within such later time period as
         may be contemplated, allowed or required by the provisions of
         agreements affecting particular employees), shall be deemed assumed as
         of the Effective Date by the Debtor, subject to any and all



                                       14
<PAGE>

         modification and termination rights of the Debtor with respect thereto.
         The Debtor shall be responsible and liable for the Cure in Cash of all
         defaults under such contracts as of the Effective Date, to the extent
         required by the provisions of section 365(b)(1) of the Bankruptcy Code.

                  5.6.2 Other Employees. All employment and retirement practices
         and policies, and all compensation, retirement and employee benefit
         plans, policies and programs of the Debtor applicable to its present or
         former directors, officers or employees, including, without limitation,
         all savings plans, retirement plans, health care plans, accrued unpaid
         vacation, sick leave, medical benefits, incentive plans, workers'
         compensation programs and life, disability and other insurance plans,
         to the extent arising from Executory Contracts, shall be rejected as of
         the Effective Date, and shall not be binding upon the Debtor or the
         Trust to any extent.

                                    ARTICLE 6

                         MEANS FOR EXECUTION OF THE PLAN

         6.1 Establishment of Trust Committee. On or before the Confirmation
Hearing, the Committee shall nominate at least two (2) candidates to serve on
the Trust Committee, and shall file with the Bankruptcy Court and serve on the
Debtor prior to the Confirmation Hearing, a list of such nominees. To the extent
the Committee fails to nominate such candidates prior to the Confirmation
Hearing, the Debtor shall nominate the candidates. The candidates shall be
approved as members of the Trust Committee at the Confirmation Hearing and shall
thereafter undertake their duties as members of the Trust Committee specified
under the Trust Agreement. In serving as a member of the Trust Committee, such
members shall not have assumed any


                                       15
<PAGE>

fiduciary duties to Creditors, the Trust, Trustee or any other parties in
interest in the Debtor's case.

         6.2 Selection of Trustee. Not later than twenty (20) days prior to the
Confirmation Hearing, the Committee shall nominate not less than three (3) and
not more than five (5) candidates to serve as Trustee under the Trust. The
Committee shall also negotiate fee agreements with each candidate. The Committee
shall file with the Bankruptcy Court and serve on the Debtor not later than ten
(10) days prior to the Confirmation Hearing, a disclosure identifying the
candidates for Trustee and setting forth the terms of the fee arrangements. If
the Committee fails to nominate candidates for Trustee or negotiate fee
arrangements not later than ten (10) days prior to the Confirmation Hearing, the
Debtor shall do so and file the necessary disclosure with the Bankruptcy Court.
The Court shall select and approve one of the proposed candidates for Trustee
and the fee agreement at the Confirmation Hearing and such approved candidate
shall thereafter serve as Trustee upon execution of the Trust Agreement at
Closing.

         6.3 Termination of Committee. The appointment and operations of the
Committee shall terminate on the Closing Date. Any dissolution or termination of
the appointment and operations of the Committee shall not prejudice the right of
any agents of the Committee (including its Professionals and Committee members)
to pursue their separate claims for compensation and reimbursement of expenses
under the provisions of Sections 330, 331 and/or 503(b)(3)(F) of the Bankruptcy
Code.

         6.4 The Closing. A Closing of the transactions required under the Plan
shall take place on the Closing Date at the offices of the Debtor, 1600 Viceroy,
Dallas, Texas, or at such other place as identified by the Debtor pursuant to
notice provided to those parties specified in Section 17.2 of the Plan. The
Closing may be continued by the Debtor by making an


                                       16
<PAGE>

announcement at the originally scheduled Closing Date of the new date for the
Closing, however, the new date for the closing must occur within fifteen (15)
days after the Closing Date.

         6.5 Transactions at Closing. The following shall occur at or before and
shall be effective as of the Closing Date.

                  6.5.1 Execution of the Trust Agreement. The Trust Agreement
         shall be executed by all necessary parties thereto. The Trust
         established pursuant to the Trust Agreement is established for the
         purpose of satisfying Claims by liquidating the Trust Assets and such
         Trust shall have no objective of continuing or engaging in any trade or
         business except to the extent reasonably necessary to, and consistent
         with, the liquidating purpose of the Trust. The purpose of the Trust is
         to provide a mechanism for the liquidation of the Trust Assets, and to
         distribute the proceeds of the liquidation, net of all claims,
         expenses, charges, liabilities, and obligations of the Trust, to the
         holders of Beneficial Interests and certain Allowed Claims in
         accordance with the terms of the Plan. No business activities will be
         conducted by the Trust other than those associated with or related to
         the liquidation of the Trust Assets. It is intended that the Trust be
         classified for federal income tax purposes as a "liquidating trust"
         within the meaning of ss. 301.7701-4(d) of the Treasury Regulations.
         All parties hereto shall treat the transfers in trust described herein
         as transfers to the Beneficiaries for all purposes of the Internal
         Revenue Code of 1986, as amended (including, ss. ss. 61(12), 483, 1001,
         1012, and 1274). All parties hereto shall treat the transfers in trust
         as if all the transferred assets, including all the Trust Assets, had
         been first transferred to the Beneficiaries and then transferred by the
         Beneficiaries to the Trust. The Beneficiaries shall be treated for all
         purposes of the Internal Revenue Code of 1986, as amended, as the
         grantors of the Trust and the owners


                                       17
<PAGE>

         of the Trust. All income of the Trust shall be taxed directly to its
         Beneficiaries (except to the extent the Internal Revenue Service is a
         Beneficiary). The Trustee shall file returns for the Trust as a grantor
         trust pursuant to Treasury Regulations ss. 1.671-4(a) or (b). The
         parties hereto, including the Trustee and the Beneficiaries, shall
         value the Property transferred to the Trust consistently and such
         valuations shall be used for all federal income tax purposes. The
         Beneficiaries (except to the extent the Internal Revenue Service is a
         Beneficiary) shall be responsible for payment of any taxes due with
         respect to the operations of the Trust. The Trust shall terminate on
         the date which is the fifth anniversary of its establishment unless
         sooner terminated, or unless its termination date is extended by the
         Court as provided in the Trust Agreement. During its existence, the
         Trust shall not receive or retain Cash or Cash equivalents in excess of
         a reasonable amount necessary to meet Claims and contingent liabilities
         (including disputed claims) or to maintain the value of the Trust
         Assets during liquidation. The Trust shall distribute at least annually
         to the Beneficiaries all its net income and all the net proceeds from
         the sale of Trust Assets, less such net income or net proceeds
         reasonably necessary to maintain the value of the Trust Assets or to
         meet Claims or contingent liabilities (including disputed Claims). The
         Trustee shall use its continuing best efforts to dispose of the Trust
         Assets, make timely Distributions, and shall not unduly prolong the
         duration of the Trust.

                  6.5.2 Transfer of Trust Assets. Property of the Debtor
         constituting the Trust Assets shall be conveyed and transferred by the
         Debtor to the Trustee on behalf of the Trust, free and clear of all
         Claims, Liens, and encumbrances, except for Liens securing Class 2,
         Class 3.7, and Class 3.8 Allowed Secured Claims. The WIB Stock,
         Servicing Business, and FPB Stock shall be transferred and conveyed by
         FPFG and/or WIB to the


                                       18
<PAGE>

         Trust as Trust Assets without recourse or warranty and shall be
         transferred and conveyed subject to any existing liens, including any
         liens of Beal Bank and RFC, and the liens securing the WIB Note and the
         Settlement Note. Conveyance of the WIB Stock, Servicing Business and/or
         the FPB Stock to the Trust shall not be deemed in satisfaction of the
         WIB Note and/or the Settlement Note, both of which shall remain
         outstanding and payable as provided herein and all liens securing same
         shall remain in full force and effect and the order confirming the Plan
         shall so expressly provide. Prior to the transfer and conveyance of the
         WIB Stock, Servicing Business, and/or the FPB Stock to the Trust, the
         Trustee shall obtain any necessary regulatory and/or servicing consents
         associated with the transfer and conveyance to the Trust. No later than
         the Closing Date, pending the receipt of any necessary approvals and
         consents, the Conveyance Documents shall be fully executed and held in
         escrow by an escrow agent selected by FPFI and the Committee. The only
         requirement for the delivery of the Conveyance Documents from escrow to
         the Trustee shall be a written notice from the Trustee to the escrow
         agent directing the delivery of Conveyance Documents to the Trustee.
         The Conveyance Documents shall be automatically released from escrow
         upon a voluntary or involuntary bankruptcy of WIB and/or FPFG or any of
         their affiliates, which release shall be deemed effective immediately
         prior to the voluntary or involuntary bankruptcy of WIB and/or FPFG.
         The Conveyance Documents shall also contain provisions reflecting the
         agreement and consent of WIB to the immediate termination of the
         automatic stay specified in 11 U.S.C. ss. 362 to the extent such
         automatic stay were to apply to any Trust Assets subject of the
         Conveyance Documents. Pending delivery of the Conveyance Documents to
         the Trust and subject to any necessary regulatory approvals and/or



                                       19
<PAGE>

         servicing consents, the Trustee, in its sole discretion, may take
         actions as are necessary to protect the Trust's interests in the WIB
         Stock and the FPB Stock, including, without limitation, causing the WIB
         Stock and the FPB Stock to be transferred to a voting trust or nominee
         subject to an irrevocable proxy in favor of the Trustee allowing the
         Trustee to act as the sole shareholder of WIB, vote the WIB Stock, vote
         the FPB Stock through WIB as the sole shareholder of WIB and exercise
         complete management authority and control over WIB, the Servicing
         Business and FPB. Subject to the requirements of this Section, any
         transfer or conveyance of Trust Assets or certain of the Trust Assets
         to the Trust may, in the Trustee's sole discretion, be transferred
         instead to the Trust's designee.

                  6.5.3 Amendment of WIB Note. To the extent not already
         accomplished prior to the Closing Date, the WIB Note shall be amended
         and restated in accordance with the following terms:

                           (i) Principal: $18,510,000, such Principal to be
                  increased on the later of (i) February 29, 2000 or (ii) the
                  date the WIB Note is amended and restated, by the amount, if
                  any, that $13,300,000 exceeds the NIMS Payments.

                           (ii) Interest: Eight and one-half percent (8.5%) per
                  annum retroactive to the date the WIB Note was first amended
                  and restated.

                           (iii) Maturity: The earlier of six (6) months from
                  the Effective Date, or September 1, 2000.

                           (iv) Payment Terms: Interest due May 1, 1999, in the
                  amount of $382,500.00 has been paid by WIB. The principal
                  balance of the WIB Note specified above has been increased by
                  accrued and unpaid interest due as of November 1, 1999.
                  Subsequent to November 1, 1999, any accrued and unpaid


                                       20
<PAGE>

                  Interest is due in full at Maturity. Any unpaid principal is
                  due in full at Maturity. The WIB Note may be repaid at any
                  time before Maturity without penalty. Prepayments shall first
                  be applied to pay all accrued and unpaid interest and then to
                  pay outstanding principal.

                           (v) Security Interest: The WIB Note shall be secured
                  by a first lien and security interest in and to the WIB Stock,
                  the FPB Stock, and all other assets of WIB. Such lien and
                  security interest in and to the FPB Stock and all assets of
                  WIB shall be subordinate only to the extent provided herein to
                  the prior lien of Beal Bank on the WIB Stock, the FPB Stock,
                  and assets of WIB securing the Beal Bank Debt or any
                  refinancing thereof, however, upon repayment of the Beal Bank
                  Debt or repayment of any refinancing thereof, the WIB Note
                  shall be secured by a first and prior lien and security
                  interest in and to the FPB Stock, WIB Stock and all assets of
                  WIB.

                           (vi) Guaranty: To the extent the Final Releases are
                  executed, such releases shall release and discharge all
                  obligations under the FPFG Guaranty.

                  6.5.4 Execution and Delivery of Settlement Note. WIB shall
         execute and deliver to the Trustee, on behalf of the Trust, the
         Settlement Note in accordance with the following general terms and
         conditions:

                           (i) Principal: $32 million.

                           (ii) Interest: Eight and one-half percent (8.5%) per
                  annum.

                           (iii) Maturity: Twelve (12) months from the Effective
                  Date.

                           (iv) Payment Terms: All unpaid principal and any
                  accrued and unpaid interest due in full at Maturity. The
                  Settlement Note may be repaid at any time


                                       21
<PAGE>

                  before Maturity without penalty. Prepayments shall first be
                  applied to pay all accrued and unpaid interest and then to pay
                  outstanding principal.

                           (v) Security Interest: The Settlement Note shall be
                  secured by a lien and security interest in and to the WIB
                  Stock, the FPB Stock, and all assets of WIB. Such security
                  interest shall be subordinate only to the extent provided
                  herein to the prior lien of Beal Bank on the WIB Stock, the
                  FPB Stock, and all assets of WIB securing the Beal Bank Debt
                  or any refinancing thereof, however, upon repayment of the
                  Beal Bank Debt, or repayment of any refinancing thereof, the
                  Settlement Note shall be secured by a first and prior lien and
                  security interest in and to the FPB Stock, WIB Stock and all
                  assets of WIB.

                  6.5.5 Sale of WIB Stock, Servicing Business, and FPB Stock.
         The Trustee or its designee shall be entitled to sell for Cash, or
         other valuable consideration that is readily liquidated into Cash, any
         Trust Asset, and may specifically sell, refinance, or liquidate the WIB
         Stock, the Servicing Business, and the FPB Stock in its sole discretion
         in order to generate Cash proceeds, provided, however, that the terms
         of any sale of the Servicing Business shall include, in writing, iv a
         form acceptable to the NIMS Trustee, (a) an acknowledgment by the
         purchaser of the absolute ownership interest of the NIMS Trust in the
         Servicer Fee Income, subject only to the interest, if any, of Beal Bank
         in such funds as security for repayment of the obligations of WIB to
         Beal Bank under the Beal Bank Debt to the extent, if any, (i) such
         interest exists, is valid and enforceable, and is senior to the
         interests of the NIMS Trust under applicable law and (ii) the
         obligations of WIB to repay the Beal Bank Debt have not been satisfied
         in full and (b) provisions providing for the unconditional assumption
         by the purchaser on behalf of itself and any


                                       22
<PAGE>

         successor in interest or assignee of such purchaser of the obligation,
         from and after the effective date of such purchase, to pay the Servicer
         Fee Income to the NIMS Trust in accordance with the Sale and Collection
         Agreement; provided further, that except for the limitations set forth
         herein, Beal Bank's rights under the Right of First Refusal Agreement
         shall not be affected.

                  6.5.6 Operation and Management of WIB Pending Sale. Prior to
         any sale of WIB, the Servicing Business, or FPB, the Trustee shall
         operate WIB, the Servicing Business and FPB in the ordinary course and
         shall cause WIB, the Servicing Business and FPB to be professionally
         managed. In order to implement an orderly transition of the business of
         WIB and FPB and to insure professional management of such businesses
         through the date of their sale, certain employees of WIB and FPB
         identified on Exhibit C to the Amended Term Sheet shall continue as
         employees of WIB and FPB through the date of sale, but in no event
         longer than three months from the Closing Date, unless such employment
         is extended by the Trustee. The Special Committee and such employees
         shall, prior to confirmation of the Plan; separately negotiate the
         terms of appropriate management consulting agreements.

                  6.5.7 Allocation of Sale Proceeds. The priority of payment of
         the refinanced Beal Bank Debt, WIB Note, Settlement Note, the Servicing
         Business Expenses, Severance Costs, and FPFG Costs specified in this
         Section shall apply concerning distributions of Sale Proceeds. However,
         notwithstanding the foregoing, no payment shall be made to HSBC as
         specified by this Section 6.5.7, unless and until the payment required
         pursuant to Section 4.7.1 of the Plan has been paid to Paine Webber.


                                       23
<PAGE>

                           6.5.7.1 Sale of Servicing Business Prior to FPB.

                                    (a) To the extent the Servicing Business is
                           sold or liquidated prior to FPB, the Servicing
                           Business Proceeds shall be applied in the following
                           order of priority:

                                             (i) The entire principal balance of
                                    the refinanced Beal Bank Debt, including all
                                    accrued and unpaid interest thereon and any
                                    yield maintenance fee associated with such
                                    principal shall be paid first out of the
                                    Servicing Business Proceeds.

                                             (ii) The WIB Note, including
                                    accrued interest thereon, shall be paid out
                                    of the Servicing Business Proceeds to the
                                    extent of such proceeds.

                                             (iii) The Winthrop Lump Sum Payment
                                    shall be paid as a Servicing Business
                                    Expense from the Servicing Business Proceeds
                                    to the extent of such proceeds.

                                             (iv) Servicing Business Expenses,
                                    up to a maximum amount of $4 million, from
                                    which maximum amount $1,000,000 shall be
                                    paid to CIT Group/Equipment Financing, Inc.,
                                    and, pursuant to the terms of the HSBC
                                    Settlement Agreement, $1,428,000 shall be
                                    paid to HSBC; Severance Costs, up to a
                                    maximum amount of $1.5 million; and the FPFG
                                    Costs, up to a maximum amount of $2 million,
                                    from which maximum amount, pursuant to the
                                    terms of the HSBC Settlement Agreement, an
                                    additional


                                       24
<PAGE>

                                    $1,428,000 shall be paid to HSBC; each of
                                    which shall be first paid out of WIB's
                                    available cash at the time of the closing of
                                    the sale and any remaining balance shall be
                                    paid in the priority listed in this
                                    subsection out of the Servicing Business
                                    Proceeds to the extent of such proceeds.

                                             (v) The Settlement Note including
                                    accrued and unpaid interest thereon shall be
                                    paid out of Servicing Business Proceeds to
                                    the extent of such proceeds.

                                             (vi) Additional FPFG Costs up to a
                                    maximum amount of $1 million shall be paid
                                    from the Servicing Business Proceeds to the
                                    extent of such proceeds.

                                             (vii) Any excess Servicing Business
                                    Proceeds shall remain as a Trust Asset.

                                    (b) To the extent the Servicing Business is
                           sold or liquidated prior to FPB, the FPB Proceeds
                           shall be applied in the following order of priority:

                                             (i) The remaining principal of the
                                    refinanced Beal Bank Debt, including all
                                    accrued and unpaid interest thereon and any
                                    yield maintenance fee associated with such
                                    principal shall be paid first out of the FPB
                                    Proceeds.

                                             (ii) The remaining principal of the
                                    WIB Note, including accrued interest
                                    thereon, shall be paid out of the FPB
                                    Proceeds to the extent of such proceeds.


                                       25
<PAGE>

                                             (iii) Any Winthrop Lump Sum Payment
                                    shall be paid as a Servicing Business
                                    Expense from the FPB Proceeds to the extent
                                    of such proceeds.

                                             (iv) Any Trust Reimbursement Amount
                                    shall be paid as a Servicing Business
                                    Expense from the FPB Proceeds to the extent
                                    of such proceeds.

                                             (v) Any remaining balance of the
                                    (x) Servicing Business Expenses up to a
                                    maximum amount of $4 million, from which
                                    maximum amount any remaining balance of the
                                    $1,000,000 to be paid to CIT Group/Equipment
                                    Financing, Inc. shall be paid and, pursuant
                                    to the terms of the HSBC Settlement
                                    Agreement, any remaining balance of the
                                    $1,428,000 shall be paid to HSBC, (y) the
                                    Severance Costs up to a maximum amount of
                                    $1.5 million and (z) the FPFG Costs up to a
                                    maximum amount of $2 million, that were not
                                    fully paid pursuant to Section 6.5.7.1 (a)
                                    shall be first paid out of WIB's available
                                    cash at the time of the closing of the sale
                                    and any remaining balance shall be paid in
                                    the priority listed in this subsection out
                                    of the FPB Proceeds to the extent of such
                                    proceeds.

                                             (vi) Additional Severance Costs up
                                    to a maximum amount of $1.5 million shall be
                                    paid out of the FPB Proceeds to the extent
                                    of such proceeds.


                                       26
<PAGE>

                                             (vii) The remaining balance of the
                                    Settlement Note, including accrued and
                                    unpaid interest thereon shall be paid out of
                                    the FPB Proceeds to the extent of such
                                    proceeds.

                                             (viii) Additional FPFG Costs up to
                                    a maximum amount of $1 million shall be paid
                                    out of the FPB Proceeds to the extent of
                                    such proceeds.

                                             (ix) Any excess FPB Proceeds shall
                                    remain as a Trust Asset.

                           6.5.7.2  Sale of FPB Prior to Servicing Business.

                                    (a) To the extent FPB is sold or liquidated
                           prior to the Servicing Business, the FPB Proceeds
                           shall be applied in the following order of priority:

                                             (i) The entire principal balance of
                                    the refinanced Beal Bank Debt, including all
                                    accrued and unpaid interest thereon and any
                                    yield maintenance fee associated with such
                                    principal shall be paid first out of the FPB
                                    Proceeds.

                                             (ii) The WIB Note, including
                                    accrued interest thereon, shall be paid out
                                    of the FPB Proceeds to the extent of such
                                    proceeds.


                                       27
<PAGE>

                                             (iii) Severance Costs up to a
                                    maximum amount of $1.5 million shall be paid
                                    out of the FPB Proceeds, to the extent of
                                    such proceeds.

                                             (iv) The Winthrop Lump Sum Payment
                                    shall be paid as a Servicing Business
                                    Expense from the FPB Proceeds to the extent
                                    of such proceeds.

                                             (v) FPFG Costs up to a maximum
                                    amount of $2 million (from which maximum
                                    amount $1,428,000 shall be paid to HSBC
                                    pursuant to the terms of the HSBC Settlement
                                    Agreement) shall be paid out of the FPB
                                    Proceeds to the extent of such proceeds.

                                             (vi) The Settlement Note including
                                    accrued and unpaid interest thereon shall be
                                    paid out of FPB Proceeds to the extent of
                                    such proceeds.

                                             (vii) Additional FPFG Costs up to a
                                    maximum amount of $1 million shall be paid
                                    out of the FPB Proceeds to the extent of
                                    such proceeds.

                                             (viii) Any excess FPB Proceeds
                                    shall remain as a Trust Asset.

                                    (b) To the extent FPB is sold or liquidated
                           prior to the Servicing Business, the Servicing
                           Business Proceeds shall be applied in the following
                           order of priority:


                                       28
<PAGE>

                                             (i) The remaining principal of the
                                    refinanced Beal Bank Debt, including all
                                    accrued and unpaid interest thereon and any
                                    yield maintenance fee associated with such
                                    principal shall be paid first out of the
                                    Servicing Business Proceeds.

                                             (ii) The remaining principal of the
                                    WIB Note, including accrued interest
                                    thereon, shall be paid out of the Servicing
                                    Business Proceeds.

                                             (iii) Any Winthrop Lump Sum Payment
                                    shall be paid as a Servicing Business
                                    Expense from the Servicing Business Proceeds
                                    to the extent of such proceeds.

                                             (iv) The Servicing Business
                                    Expenses up to a maximum amount of
                                    $4,000,000 (from which maximum amount,
                                    $1,000,000, shall be paid to CIT
                                    Group/Equipment Financing, Inc., and,
                                    pursuant to the terms of the HSBC Settlement
                                    Agreement, an additional $1,428,000 shall be
                                    paid to HSBC) shall be first paid out of
                                    WIB's available cash at the time of the
                                    closing of the sale and any remaining
                                    balance thereof and any remaining balance of
                                    the Severance Costs up to a maximum amount
                                    of $1.5 million not paid pursuant to Section
                                    6.5.7.2(a) shall be paid out of the
                                    Servicing Business Proceeds to the extent of
                                    such proceeds.


                                       29
<PAGE>

                                             (v) Any remaining balance of the
                                    FPFG Costs up to a maximum amount of $2
                                    million shall be paid out of the Servicing
                                    Business Proceeds to the extent of such
                                    proceeds.

                                             (vi) Additional Severance Costs up
                                    to a maximum amount of $1.5 million shall be
                                    paid out of the Servicing Business Proceeds
                                    to the extent of such proceeds.

                                             (vii) The remaining balance of the
                                    Settlement Note including accrued and unpaid
                                    interest thereon shall be paid out of the
                                    Servicing Business Proceeds to the extent of
                                    such proceeds.

                                             (viii) Additional FPFG Costs up to
                                    a maximum amount of $1 million shall be paid
                                    out of the Servicing Business Proceeds to
                                    the extent of such proceeds.

                                             (ix) Any excess Servicing Business
                                    Proceeds shall remain as a Trust Asset.

                  6.5.8 Allocation of Excess Sale Proceeds and Payment of
         Deficiencies. Any excess Sale Proceeds shall remain as a Trust Asset.
         The FPFG Indemnity Obligation shall accrue interest at the rate of ten
         percent (10%) per annum and shall be paid from 100% of the cash flow
         otherwise attributable to FPFG on account of the FPFG Intercompany
         Claim. If the Sale Proceeds are insufficient to fully satisfy the WIB
         Note and the Settlement Note, plus accrued interest thereon, then such
         deficiency shall be paid from 50% of the cash flow otherwise
         attributable to FPFG on account of the FPFG


                                       30
<PAGE>

         Intercompany Claim, but only after the FPFG Indemnity Obligation has
         been paid in full. FPFG shall have no legal or equitable interest in,
         or right to receive, cash flow attributable to FPFG on account of the
         FPFG Intercompany Claim that is paid in accordance with this Section to
         satisfy any FPFG Indemnity Obligation or deficiency under the WIB Note
         and Settlement Note, including accrued interest thereon. The FPFG
         Intercompany Claim shall only be reduced and satisfied to the extent of
         actual cash received by FPFG on account of such FPFG Intercompany
         Claim. The liquidation by the Trustee of any assets of WIB into cash
         other than those assets associated with the Servicing Business and FPB
         shall be applied to reduce and satisfy, to the extent of cash actually
         received by the Trust, any deficiency under the Settlement Note. Such
         cash shall be deemed to be Settlement Cash and distributed to Electing
         Creditors as such under the Plan.

                  6.5.9 Execution and Delivery of Cash Flow Instrument. Debtor
         shall execute and deliver to the Trust the Cash Flow Instrument. The
         Cash Flow Instrument shall provide for quarterly payments from Debtor
         to the Trustee for the benefit of the Trust of (i) all cash flow from
         Residual Assets after prior satisfaction of all Allowed Secured Claims
         asserted against Residual Assets and payment of federal income taxes,
         if any, associated with such cash flow; and (ii) any net proceeds from
         the sale of Residual Assets after prior satisfaction of any Allowed
         Secured Claims asserted against such Residual Assets and payment of
         federal income taxes, if any, associated with such sale proceeds. Such
         quarterly payments shall commence on the first quarter following the
         Effective Date to the extent of available Cash and shall be made no
         later than thirty (30) days following the end of each quarter and shall
         continue until all Allowed Claims entitled to receive


                                       31
<PAGE>

         Creditor Cash are fully and completely satisfied pursuant to the terms
         and conditions of the Trust Agreement. Thereafter, such quarterly
         payments shall continue until an additional $2 million has been paid to
         the Trust and such $2 million shall be distributed pro-rata to Electing
         Creditors. The Cash Flow Instrument shall be secured by a lien and
         security interest in favor of the Trust in the Residual Assets,
         subordinate only to any valid Lien in the Residual Assets existing as
         of the Petition Date. Such security interest and liens shall be
         evidenced by appropriate documentation, including, without limitation,
         security agreements, financing statements and custody agreements, which
         such documentation shall provide that (i) the Residual Assets may not
         be sold while the Cash Flow Instrument remains outstanding without the
         prior written consent of the Trustee to the price therefor, (ii) any
         holder of a Lien or security interest in such Residual Assets superior
         to the lien securing the Cash Flow Instrument, shall deliver to the
         Trustee the certificate evidencing any Residual Asset upon payment in
         full of such holder's Allowed Secured Claims secured by the Residual
         Assets, and (iii) the Trustee shall deliver to FPFI any certificates
         evidencing the Residual Assets held by the Trustee upon completion of
         all payments required under the Cash Flow Instrument pursuant to this
         Section.

                  6.5.10 Amendment of Capital Contribution Note. On the
         Effective Date, Debtor shall cause the Capital Contribution Note to be
         amended and restated to reflect a $1,000,000 balance which shall remain
         owing and outstanding and available only to FirstPlus Special Funding
         Corp. to fund its operating expenses until the indebtedness owing to
         German American Capital Corporation is paid in full. The Final Releases
         shall not impair or affect any obligation under the Capital
         Contribution Note.


                                       32
<PAGE>

                  6.5.11 WIB Note and Settlement Note Documentation. The
         Settlement Note, WIB Note, security agreements, and other related
         documentation shall contain usual and customary provisions, negative
         covenants, affirmative covenants, events of default, and notice and
         opportunity to cure events of default, including without limitation the
         following:

                           (i) upon a sale of WIB, the Servicing Business or
                  FPB, the WIB Note and the Settlement Note shall be immediately
                  due and payable to the extent required by Section 6.5.7 of the
                  Plan;

                           (ii) the WIB Note and the Settlement Note shall be
                  immediately due and payable upon the granting of a security
                  interest in, except as necessary to implement a refinancing of
                  the Beal Bank Debt, pledge, encumbrance, sale, or other
                  disposition of the FPB Stock, WIB Stock, and/or the assets or
                  business of either WIB or FPB;

                           (iii) notwithstanding any other provision in the
                  Plan, upon Maturity and/or default under the WIB Note, the
                  Settlement Note and/or the Beal Bank Debt or any refinancing
                  thereof, the holder of the WIB Note and the Settlement Note
                  may, subject to the terms and conditions of any applicable
                  inter-creditor agreement concerning the refinancing or
                  extension of the Beal Bank Debt, exercise its default
                  remedies, which shall include without limitation, (a)
                  foreclosing on the FPB Stock, WIB Stock and assets of WIB and
                  becoming the owner thereof, and/or (b) selling the WIB Stock,
                  the assets of WIB and FPB Stock held as collateral to any
                  purchaser satisfying any necessary regulatory approvals, for a
                  purchase price acceptable to the holder of the WIB Note and
                  the Settlement


                                       33
<PAGE>

                  Note in its sole discretion, and such holder, shall subject to
                  the terms and conditions of any applicable inter-creditor
                  agreement concerning the refinancing or extension of the Beal
                  Bank Debt, be entitled to receive the Sale Proceeds therefrom
                  and shall apply such Sale Proceeds in accordance with Sections
                  6.5.7 and 6.5.8 of the Plan.

                           (iv) all capital stock of any kind issued by either
                  FPB or WIB subsequent to the execution of the WIB Note and the
                  Settlement Note shall be subject to a security interest in
                  favor of the holder of the WIB Note and the Settlement Note;
                  and

                           (v) Within twenty (20) days from each month end, WIB,
                  FPB, and FPFG shall deliver monthly financial statements and
                  any audited financial statements to FPFI and the Trust for as
                  long as the WIB Note and Settlement Note remain unpaid,
                  however, upon the Closing Date, the obligations in this
                  subsection shall cease.

                  6.5.12 Servicing Costs. To the extent not already accomplished
         prior to the Closing Date, WIB shall execute any necessary written
         documentation to evidence WIB's obligation to pay all costs associated
         with creating, filing, recording, and delivering lien releases, deeds,
         mortgages, assignments of mortgages, and any related documentation
         necessary to satisfy any obligation of Debtor and WIB under any loan
         sale or servicing agreement. WIB shall assume and continue paying such
         costs and obligations until the Servicing Business is sold, whereupon
         such costs and obligations shall be assumed by the purchaser of the
         Servicing Business.


                                       34
<PAGE>

                  6.5.13 FPB Obligations. FPFG shall use its best efforts to
         cause its subsidiary, FPB, to pay to Debtor any amounts owed by FPB to
         Debtor on or before the Effective Date of the Plan, or in the
         alternative, Debtor and the Committee may reach an agreement with FPB
         concerning the allowance of FPB's Claims and collection of all amounts
         owed by FPB to the Debtor's Estate.

                  6.5.14 Allowance of FPFG Intercompany Claim. The FPFG
         Intercompany Claim shall be allowed as a Class 4 General Unsecured
         Claim in an amount equal to the total remaining balance of Class 4
         Allowed General Unsecured Claims held by Electing Creditors after
         application of their prorata share of the Existing Estate Cash and WIB
         Note Cash, however, the Allowed amount of the FPFG Intercompany Claim
         shall in no event be less than $50,000,000. The FPFG Intercompany Claim
         shall receive no distribution on account of the Existing Estate Cash,
         the WIB Note Cash, or the Settlement Cash. The FPFG Intercompany Claim
         shall only receive Distributions of Creditor Cash as provided by the
         Plan. Any other Claims of FPFG asserted against the Debtor, but not
         allowed as provided herein, shall be treated as a contribution of
         capital to Debtor. Subject to approval of the HSBC Settlement Agreement
         by a court of competent jurisdiction, on the closing of the HSBC
         Settlement Agreement, FPFG shall irrevocably assign twenty-five percent
         (25%) of the FPFG Intercompany Claim to HSBC, which assigned portion
         of the FPFG Intercompany Claim shall be paid by the Trust pursuant to
         the terms of the Trust Agreement.

                  6.5.15 Final Releases. On the Closing Date, FPFI, FPFG, and
         WIB shall execute the Final Releases, releasing each other, the
         Additional Release Parties, and the FPFI Release Parties from the
         Released Claims. The Final Releases shall not impair or affect


                                       35
<PAGE>

         any obligations of FPFG and WIB arising under the Plan. The Final
         Releases shall be executed as follows:

                           (i) FPFG and WIB shall release the FPFI Release
                  Parties;

                           (ii) FPFI shall release FPFG, WIB, and the Additional
                  Release Parties;

                           (iii) WIB, acting through the Trustee as the sole
                  shareholder of WIB, shall release its officers, directors,
                  employees, attorneys and consultants from any and all Released
                  Claims except for any claims asserted by WIB against such
                  officers, directors, employees, attorneys, and consultants in
                  any manner prior to November 17, 1999; and

                           (iv) the Additional Release Parties shall release
                  FPFI and WIB.

                  6.5.16 Amendment of Debtor's Articles. The Debtor's Articles
         of Incorporation shall be amended to prohibit the issuance of
         non-voting equity securities, and providing, as to the several classes
         of securities possessing voting power, an appropriate distribution of
         such power among such classes, including, in the case of any class of
         equity securities having a preference over another class of equity
         securities with respect to dividends, adequate provisions for the
         election of directors representing such preferred class in the event of
         default in the payment of such dividends. The Debtor's Articles of
         Incorporation shall also be amended to prohibit any Distribution by
         dividend or otherwise from FPFI to FPFG its affiliates, successors, and
         assigns until the payments required under the Plan to be made to
         holders of Allowed Class 4 and Class 5 Claims have been paid in full.

                  6.5.17 Execution of Documents. Debtor will deliver all
         documents including, without limitation, the Conveyance Documents, and
         perform all actions reasonably contemplated with respect to
         implementation of the Plan. Any officer or director of the


                                       36
<PAGE>

         Debtor is hereby designated the authorized representative to execute on
         behalf of the Debtor, in a representative capacity and not
         individually, any documents or instruments to be executed by the Debtor
         after the Effective Date or at Closing in order to consummate the Plan.

                  6.5.18 Surrender of Instruments. Each Claimant and/or Interest
         Holder, except as otherwise provided in the Plan, holding a certificate
         or instrument evidencing a Claim against, or Interest in, the Debtor or
         the Property and whose claims are treated under the Plan, shall
         surrender such certificate or instrument to the Trust, on the Closing
         Date prior to receiving any distribution under the Plan, unless the
         non-availability of such certificate or instrument is established to
         the satisfaction of the Trust.

                  6.5.19 Certification of Residual Assets. To the extent
         Residual Assets are not certificated in the name of the Debtor as the
         beneficial owner, then by the Closing Date, such Residual Assets shall
         be re-certificated in the name of the Debtor to properly reflect the
         Debtor as the beneficial owner thereof. Upon satisfaction of any
         Allowed Secured Claim secured by the Residual Assets, the holder of
         such Allowed Secured Claim shall at the request of the Debtor take such
         actions as is reasonably necessary to return any Residual Assets held
         as collateral to the Trust as provided for in Section 6.5.9 or if the
         Cash Flow Instrument has been paid in full, and/or re-certify such
         Residual Assets to properly reflect the Debtor as the beneficial owner
         thereof.

                  6.5.20 Intellectual Property License. The Debtor shall grant
         to the Trustee an irrevocable, fully paid, and non-transferable license
         to utilize any intellectual property relating to securitization models
         and data only necessary to manage, analyze, and review the performance
         of the Residual Assets. Such license shall not permit access to such


                                       37
<PAGE>

         intellectual property by the Beneficiaries of the Trust and shall
         expire upon the termination of the Trust and shall be at no cost to the
         Trustee thereof.

                  6.5.21 Prohibition on Transfer of FPFG's Interest and Voting
         Trust. Upon the Effective Date, FPFG shall be enjoined from assigning,
         transferring, or conveying in whole or in part its Interest in the
         Debtor, until the termination of the Trust. The capital stock of FPFI,
         representing FPFG's Interest in the Debtor, shall be transferred and
         conveyed by FPFG into a voting trust (the "FPFI Voting Trust"), or a
         different structure or method (other than a voting trust) may be
         utilized that is agreeable to the Committee and FPFG and that enables
         the Trustee to manage the Residual Assets and the respective businesses
         of FPFI and FIRSTPLUS Special Funding Corp. in a manner consistent with
         the management rights under the FPFI Voting Trust described below and
         without causing any adverse tax consequences to FPFI or FPFG. Pending
         the establishment of the FPFI Voting Trust, or similar mechanism in
         accordance with this subsection, FPFG shall, as of the Closing Date,
         appoint the Trustee as the sole director and officer of FPFI and may
         only remove and replace the Trustee as the sole director and officer by
         providing sixty (60) days prior written notice. If, and to the extent,
         the FPFI Voting Trust is implemented, the Trustee shall be the trustee
         of the FPFI Voting Trust, and such trustee shall have the sole power
         and authority to hold and vote FPFG's Interest in the Debtor, allowing
         the Trustee to act as the sole shareholder of FPFI and vote the FPFI
         capital stock, all solely for the purpose of managing the Residual
         Assets of FPFI and FIRSTPLUS Special Funding Corp., maintaining their
         corporate existences, ensuring compliance with IRS, state, and local
         filing requirements and otherwise managing their respective assets and
         businesses. The FPFI Voting Trust shall terminate at the same time


                                       38
<PAGE>

         and upon the same conditions as the Trust, but in no event shall such
         termination occur prior to the payment in full of all Beneficiaries of
         the Trust. FPFG shall have the power to remove the trustee of the FPFI
         Voting Trust for cause and/or appoint a new trustee, but only upon
         prior approval of the Bankruptcy Court. Notwithstanding the
         implementation of a voting trust or similar mechanism, FPFG, as sole
         shareholder of FPFI, shall retain full control and authority over the
         disposition, prosecution, settlement and dismissal of the Retained
         Causes of Action and the Employee Loans. All expenses incurred by the
         FPFI Voting Trust shall be an obligation of the Trust.

                  6.5.22 Substantiation of FPFG Costs and Payment. On and after
         the Closing Date, FPFG shall present to the Trustee invoices, receipts
         and other documentation to support and evidence FPFG Costs incurred by
         FPFG, and upon presentation of such information demonstrating that such
         FPFG Costs were incurred, the Trustee shall pay such FPFG Costs within
         ten (10) days and in accordance with the timing and the priorities
         specified in Section 6.5.7 of the Plan.

                  6.5.23 Trust Access to Books and Records. The Trustee shall
         have reasonable access to, and may photocopy, the Books and Records
         necessary for administration of the Trust Assets.

         6.6 Section 1145 Determination. Confirmation of the Plan shall
constitute a determination, in accordance with ss. 1145 of the Bankruptcy Code,
that except with respect to an entity that is an underwriter as defined in ss.
1145(b) of the Bankruptcy Code, Section 5 of the Securities Act of 1933 and any
State or local law requiring registration for offer or sale of a security or
registration or licensing of an issuer of, underwriter of, broker or dealer in,
a security do not apply to the offer or sale under the Plan of the Trust Assets
or of the Beneficial Interests


                                       39
<PAGE>

in exchange for Claims against, the Debtor. Nonetheless, if the Trustee
determines that registration and reporting under the Securities Exchange Act of
1934 is required, the Trustee will take steps to comply with those requirements.

         6.7 Claims Analysis Assistance. FPFG, FPFI, and WIB will undertake to
assist the Committee and Trust in analyzing Claims filed in the Debtor's case,
including, making available documents and witnesses on a reasonable basis to
assist in the claims resolution process at no cost to the Committee or the
Trust. In undertaking such commitment, neither FPFG nor WIB shall have assumed
any fiduciary duties to creditors, the Trust, Trustee, or any other parties in
interest in the case.

         6.8 Compromise and Settlement Among Debtor, WIB, and FPFG. The Plan
shall constitute a motion pursuant to Bankruptcy Rule 9019 and 11 U.S.C. ss.
1123(b)(3)(A) for entry of an order authorizing and approving the terms of a
Compromise and Settlement that relate to the Plan, as set forth in the Amended
Term Sheet, the terms of which have been incorporated into the Plan, and
therefore, Debtor, WIB, FPFG, Trust, and Trustee and their respective successors
and assigns shall be bound by the terms of the Plan.

         6.9 Electing Creditor Releases and Agreements. Holders of Class 4
Claims may elect to become Electing Creditors by executing the Election
Designation. The Election Designation shall be made on the Ballot or pursuant to
a separate Election Designation form at or prior to the Election Deadline or as
otherwise provided by the Plan. The Election Designation shall provide for (i)
the Electing Creditor to receive its pro rata share of Settlement Cash pursuant
to the terms of the Plan, (ii) a release and waiver by the Electing Creditor of
any and all Electing Creditor Released Claims, such release and waiver to be
effective notwithstanding the ultimate partial or full disallowance of the
Electing Creditor's Claims against the Debtor, (iii)


                                       40
<PAGE>

consent to the discharge of, and permanent injunction enjoining the enforcement
of, any Electing Creditor Released Claims held by such Electing Creditor against
FPFI, FPFG, WIB, and the Additional Released Parties and (iv) submission to
jurisdiction of the Bankruptcy Court. The release and waiver of the Electing
Creditor Released Claims shall be effective as of the Closing Date, or on such
later date when the Election Designation is executed as allowed by the Plan.

         6.10 Trust Authority to Prosecute Causes of Action. Pursuant to, among
other authority, ss. 1123(b)(3)(B) of the Bankruptcy Code, the Trust shall have,
for the benefit of the Debtor's bankruptcy estate, the full power, authority,
and standing to prosecute, compromise or otherwise resolve the Avoidance Actions
and any other Causes of Action constituting a Trust Asset, with all proceeds
derived therefrom to become property of the Trust and distributed in accordance
with the Plan. The Trust shall not be subject to any counterclaims with respect
to the Avoidance Actions and any other Causes of Actions constituting Trust
Assets, provided, however, that the Avoidance Actions and any other Causes of
Action constituting Trust Assets will be subject to any set-off rights to the
same extent as if the Debtor itself had pursued the Avoidance Actions and any
other Causes of Action constituting Trust Assets.

         6.11 Compromise and Settlement With NIMS Trust. Notwithstanding any
provision in the Plan to the contrary, provided that the NIMS Motion to
Compromise Controversy is approved by the Bankruptcy Court and, where required,
by all of the holders of outstanding NIMS Notes, any and all Claims of the NIMS
Noteholders, the NIMS Trust, and any trustee or indenture trustee thereunder
against the Debtor's Estate shall be fully and completely satisfied pursuant to
the terms of any Final Order approving such NIMS Motion to Compromise
Controversy, and the terms of such Final Order and the parties' definitive
settlement agreement shall constitute binding obligations of the Debtor, the
NIMS Noteholders, the NIMS Trust, and


                                       41
<PAGE>

any trustee or indenture trustee thereunder, under the Plan. To the extent of
any inconsistency between the Plan and the Final Order approving the NIMS Motion
to Compromise Controversy and/or parties' settlement agreement, the terms of the
Final Order and/or the parties' settlement agreement (as the case may be) shall
control and have precedence. Nothing in this provision, however, shall be
construed as waiving or limiting the right of the NIMS Trust or the NIMS
Noteholders against any other person or entity.

         6.12 Compromise and Settlement with Winthrop. The Plan shall constitute
a motion pursuant to Bankruptcy Rule 9019 and 11 U.S.C. ss. 1123(b)(3)(A) for
entry of an order authorizing a compromise and settlement between the Debtor and
Winthrop, the terms of which have been primarily incorporated in Sections 6.5.7
and 6.12 of the Plan.

                  6.12.1 Satisfaction of Winthrop Lump Sum Payment if Servicing
         Business Disposition Event Occurs Prior to an FPB Disposition Event. In
         the event that a Servicing Business Disposition Event occurs prior to
         an FPB Disposition Event, the Sale Proceeds therefrom shall be applied
         against the Winthrop Lump Sum Payment amount in the manner provided in
         Section 6.5.7.1 (a) of the Plan. In the event that there are
         insufficient Sale Proceeds from the Servicing Business Disposition
         Event to pay in full the Winthrop Lump Sum Payment, the amount of the
         Sale Proceeds from the Servicing Business Disposition Event paid to
         Winthrop shall be applied to the Monthly Lease Charges becoming due
         under the Winthrop Lease beginning with the last Monthly Lease Charge
         to become due and continuing in descending order of due date until all
         such charges have been paid. For purposes of applying the Sale Proceeds
         to the Monthly Lease Charges, such Sale Proceeds shall be applied to
         the present value as of the Lump Sum Date of each Monthly Lease Charge
         discounted at 8.5% per annum. The remaining


                                       42
<PAGE>

         Monthly Lease Charges and any portion of a Monthly Lease Charge not
         completely paid by the Sale Proceeds shall be paid when due in
         accordance with the terms of the Winthrop Lease. Upon the subsequent
         FPB Disposition Event, the Sale Proceeds therefrom shall be applied to
         fully pay the Lump Sum Payment amount then due in the manner provided
         in Section 6.5.7.1(b)(iii) of the Plan.

                  6.12.2 Satisfaction of Winthrop Lump Sum Payment if FPB
         Disposition Event Occurs Prior to a Servicing Business Disposition
         Date. In the event that an FPB Disposition Event occurs prior to a
         Servicing Business Disposition Event, the Sale Proceeds therefrom shall
         be applied against the Winthrop Lump Sum Payment amount in the manner
         provided in Section 6.5.7.2(a) of the Plan. In the event that there are
         insufficient Sale Proceeds from the FPB Disposition Event to pay in
         full the Winthrop Lump Sum Payment, the amount of the Sale Proceeds
         from the FPB Disposition Event paid to Winthrop shall be applied to the
         Monthly Lease Charges becoming due under the Winthrop Lease beginning
         with the last Monthly Lease Charge to become due and continuing in
         descending order of due date until all such charges have been paid. For
         purposes of applying the Sale Proceeds to the Monthly Lease Charges,
         such Sale Proceeds shall be applied to the present value as of the
         Winthrop Lump Sum Date of each Monthly Lease Charge discounted at 8.5%
         per annum. The remaining Monthly Lease Charges and any portion of a
         Monthly Lease Charge not completely paid by the Sale Proceeds shall be
         paid when due in accordance with the terms of the Winthrop Lease. Upon
         the subsequent Servicing Business Disposition Event, the Sale Proceeds
         therefrom shall be applied to fully pay the Lump Sum Payment amount
         then due in the manner provided in Section 6.5.7.2(b)(iii) of the Plan.


                                       43
<PAGE>

                  6.12.3 Payment of Remaining Monthly Lease Charges. To the
         extent the Lump Sum Payment associated with a Servicing Business
         Disposition Event is not paid in full and WIB for any reason does not
         pay any Monthly Lease Charges remaining after the Lump Sum Payment, the
         Trust shall pay any and all remaining Monthly Lease Charges for so long
         as WIB fails to do so. In such case, the Trust shall be reimbursed as a
         Servicing Business Expense the Trust Reimbursement Amount from the FPB
         Proceeds for the total of all Monthly Lease Charges paid by the Trust
         on behalf of WIB including accrued interest thereon at 8.5% per annum
         through the date of reimbursement in accordance with Section
         6.5.7.1(b)(iv) of the Plan.

                  6.12.4 Winthrop Injunction. Winthrop shall be bound by the
         injunctions arising under the Plan and shall also be enjoined from the
         enforcement of any remedy or action against the Debtor, the Trust, or
         their respective properties, including the Equipment as long as (i) the
         Monthly Lease Charges and Lump Sum Payments are paid to Winthrop in
         accordance with terms of the WIB Lease and the Plan as confirmed, (ii)
         there are no material amendments or modifications to the Plan (e.g.,
         any change in the payment priorities described in Section 6.5.7 of the
         Plan or a change in the principal of the Beal Bank Debt and WIB Note)
         that could adversely affect Winthrop's ability to receive the Winthrop
         Lump Sum Payment and Monthly Lease Charges in accordance with the Plan,
         (iii) WIB complies with Sections 3 and 4 of the Winthrop Lease, and
         (iv) WIB complies with Sections 8 and 13 of the Winthrop Lease as such
         Sections relate to Equipment in the possession of WIB. However,
         notwithstanding the foregoing, no injunction or stay imposed by the
         Plan shall apply to enjoin Winthrop from seeking to enforce any remedy
         against the Trust for breach of the Trust's obligation to pay any
         Monthly Lease Charges


                                       44
<PAGE>

         as specified by the Plan or the breach by WIB of any obligation to pay
         to Winthrop the Monthly Lease Charges and any Lump Sum Payments
         specified by the Plan.

                  6.12.5 Mutual Release. Upon the Closing Date, the Debtor and
         Winthrop shall execute mutual releases which shall waive, release,
         acquit and forever discharge each other and their respective
         subsidiaries, affiliates, agents, representatives, and assigns from any
         and all claims, actions, suits, proceedings, investigations, any and
         all debts, liabilities (including transferee or successor liability),
         expenses, costs, losses, deficiencies, damages, judgments, however or
         whenever arising, whether known or unknown, contingent, absolute,
         determined, undetermined or otherwise, including any right to bring an
         adversary proceeding or like action brought under Chapter V of Title 11
         of the United States Code. Notwithstanding the foregoing, nothing
         contained herein shall be deemed to release the Trust from any and all
         of its obligations under the Plan including, but not limited to, the
         payment of any Monthly Lease Charges to Winthrop as required by the
         Plan.

         6.13 Assumption of U.S. Bank Obligation by Trust.

                  6.13.1 Upon the Effective Date, the Trust shall assume the
         Debtor's liability for the U.S. Bank Obligation, subject to the
         provisions of this Section 6.13, however, the Trust's assumption of the
         U.S. Bank Obligation shall be recourse only to (i) WIB Note Cash, (ii)
         Creditor Cash, and (iii) unencumbered Cash existing in the Debtor's
         Estate on the Closing Date that was transferred to the Trust as a Trust
         Asset. Such assumption shall not relieve the Debtor of any liability
         for the U.S. Bank Obligation.

                  6.13.2 No Administrative Claim or reserve shall be allowed,
         estimated, or established by the Trust for the payment of any U.S. Bank
         Obligation.


                                       45
<PAGE>

                  6.13.3 To obtain payment of any U. S. Bank Obligation from the
         Trust, U. S. Bank shall file with the Bankruptcy Court and serve on the
         Trustee and Debtor a request for payment of a U.S. Bank Obligation.
         Upon approval by the Bankruptcy Court, the Trust shall pay in Cash the
         amount requested as a U.S. Bank Obligation. However, notwithstanding
         the foregoing, any Bankruptcy Court approved payment of a U.S. Bank
         Obligation shall only be paid from, and only to the extent of, (i) WIB
         Note Cash, (ii) Creditor Cash, and (iii) unencumbered Cash existing in
         the Debtor's Estate on the Closing Date that was transferred to the
         Trust as a Trust Asset.

                  6.13.4 Nothing contained in this Section 6.13 shall prevent U.
         S. Bank from asserting or attempting to collect any U.S. Bank
         Obligation from the Debtor. 6.14 Allowance and Subordination of Certain
         Class 5 Claims. First Security Mortgage Corp. shall be deemed to hold a
         Class 5 Allowed Subordinated Claim of $11,138,529.00, FIRSTPLUS Sports
         Marketing shall be deemed to hold a Class 5 Allowed Subordinated Claim
         of $100,535.00, FIRSTPLUS Consumer Finance, Inc. shall be deemed to
         hold a Class 5 Allowed Subordinated Claim of $16,465.00, FIRSTPLUS
         Financial West, Inc. shall be deemed to hold a Class 5 Allowed
         Subordinated Claim of $59,238.00, State Financial Acceptance Corp.
         shall be deemed to hold a Class 5 Allowed Subordinated Claim of
         $4,617,667.00. The foregoing Class 5 Claims shall be subordinated to
         the payment in full of all other Class 5 Allowed Subordinated Claims
         and shall not receive any distributions from the Trust until all other
         Allowed Subordinated Class 5 Claims have been paid in full.


                                       46
<PAGE>

                                    ARTICLE 7

              EFFECT OF REJECTION BY ONE OR MORE CLASSES OF CLAIMS

         7.1 Impaired Classes to Vote. Each impaired Class of Claims and
Interests shall be entitled to vote separately to accept or reject the Plan.

         7.2 Acceptance by Class of Creditors. A Class shall have accepted the
Plan if the Plan is accepted by at least two-thirds (2/3) in amount and more
than one-half (`/a) in number of the Allowed Claims or Interests of such Class
that have accepted or rejected the Plan.

         7.3 Cramdown. In the event that any impaired Class fails to accept the
Plan in accordance with Section 1129(a) of the Bankruptcy Code, the Debtor may
request that the Bankruptcy Court confirm the Plan in accordance with Section
1129(b) of the Bankruptcy Code. Such request may be made orally by the Debtor at
the Confirmation Hearing.

                                    ARTICLE 8

                       PROVISIONS GOVERNING DISTRIBUTIONS

         8.1 Applicability of Article 8. Article 8 shall only apply to
Distributions to Claimants made by the Debtor. Distributions made by the Trust
are governed by Article VII of the Trust Agreement.

         8.2 Place and Manner of Payments or Distributions. The Debtor shall
make Distributions to the holders of Allowed Claims by mailing such Distribution
to the Claimant at the address of such Claimant as listed in the Schedules of
Assets and Liabilities, or any proof of claim filed by the Claimant, or at such
other address as such Claimant shall have specified for payment purposes in a
written notice to the Debtor. The Debtor shall distribute any Cash by wire,
check, or such other method as the Debtor deems appropriate under the
circumstances.

         8.3 Undeliverable Distributions. If a Distribution to any Claimant is
returned as undeliverable, the Debtor shall use reasonable efforts to determine
such Claimant's then current


                                       47
<PAGE>

address, and no further Distributions shall be made to such Claimant unless and
until the Debtor is notified of such Claimant's then current address.

         8.4 Treatment of Unclaimed or Undeliverable Distributions. If any
Claimant entitled to Distributions from the Debtor cannot be located on the
Effective Date or any time thereafter, then, subject to the provisions of
Section 8.3 and this Section 8.4, such Distribution shall be set aside, and, in
the case of Cash, held in an interest-bearing account or fund maintained by the
Debtor on behalf of such Claimant. Any taxes allocable to such Claimant as
provided in this Section 8.4 shall be funded from any Cash held by the Debtor in
such interest-bearing account or fund. If such Claimant is located within two
years of the Effective Date, such Cash together with any interest actually
earned thereon and proceeds thereof (less the allocable portion of taxes paid by
the Debtor on account of such Claimant), shall be paid or distributed to such
Claimant. If such Claimant cannot be located within two years of the Effective
Date, (a) such Claimant shall no longer be deemed to be a Claimant, and (b) any
such Cash and interest and proceeds thereon allocable to such Claimant, net of
the allocable portion of taxes paid by the Debtor, shall be Debtor's Property
free and clear of any Claim to such Property by or on behalf of such Claimant
(who shall be deemed to have released such Claim).

         8.5 Tax I. D. Number Required. Prior to receiving any distribution
under the Plan, all Claimants, except for the Internal Revenue Service, must
provide to the Debtor written notification of their respective Federal Tax
Identification Numbers or Social Security Numbers. The Debtor may suspend
distribution to any Claimant that has not provided its Federal Tax
Identification Number or Social Security Number, as the case may be.


                                       48
<PAGE>

                                    ARTICLE 9

                               VESTING OF PROPERTY

         9.1 Revesting of Assets. As of the Effective Date, except as otherwise
expressly provided in the Plan, title to all Property shall vest in the Debtor,
and all such Property shall be free and clear of all Claims and Interests of any
kind, other than as expressly provided in the Plan and subject to the Debtor's
obligation to transfer and convey all Property constituting the Trust Assets to
the Trustee on behalf of the Beneficiaries in accordance with Article 6 herein.

                                   ARTICLE 10

                      DISCHARGE, RELEASE AND EXTINGUISHMENT
                  OF LIENS, CLAIMS, INTERESTS, AND ENCUMBRANCES

         10.1 Discharge of Debtor. The rights afforded in the Plan and the
treatment of all Claims and Interests shall be in exchange for and in complete
satisfaction, discharge, and release of all Claims of any nature whatsoever
against the Debtor and any of the Property, including the Trust Assets; and,
except as otherwise provided herein, upon the Effective Date, the Debtor shall
be deemed discharged and released to the extent permitted by Section 1141 of the
Bankruptcy Code from any and all Claims, including but not limited to demands
and liabilities that arose before the Effective Date, and all debts of the kind
specified in Section 502(g), 502(h), or 502(i) of the Bankruptcy Code, whether
or not (a) a proof of Claim based upon such debt is filed or deemed filed under
Section 501 of the Bankruptcy Code; (b) a Claim based upon such debt is allowed
under Section 502 of the Bankruptcy Code; or (c) the holder of a Claim based
upon such debt has accepted the Plan. Except as provided herein, the
Confirmation Order shall be a judicial determination of discharge of all
liabilities of the Debtor. As provided in Section 524 of the Bankruptcy Code,
such discharge shall void any judgment against the Debtor at any time obtained
to the extent it relates to a Claim discharged, and operates as an injunction
against the prosecution of any action against the Debtor, or its Property,
including the Trust Assets, to the extent it relates to a Claim discharged.


                                       49
<PAGE>

         10.2 Exculpation and Release of Debtor. Any and all Claims,
liabilities, causes of action, rights, damages, costs and obligations held by
any party against the Debtor, whether known or unknown, matured or contingent,
liquidated or unliquidated, existing, arising or accruing, whether or not yet
due, prior to the Effective Date or in any manner related to the administration
of the Debtor's chapter 11 case or the formulation, negotiation, prosecution or
implementation of the Plan, shall be deemed fully waived, barred, released and
discharged in all respects, except as to rights, obligations, duties, claims and
responsibilities preserved, created or established by the terms of the Plan.

         10.3 Release and Discharge of WIB and FPFG by Electing Creditors. Based
on the consent to release and discharge the Electing Creditor Released Claims
asserted by Electing Creditors, which such consent is evidenced by the Election
Designation, the Electing Creditor Released Claims held by Electing Creditors
are hereby deemed satisfied, discharged, and released in full.

         10.4 Bar Date for Asserting Claims Against Members of the Committee.
Any and all claims, causes of action, and rights, by any party in interest in
the Debtor's case against any member of the Committee that is in any manner
related to the administration of the Debtor's Chapter 11 case, or the
formulation, negotiation, prosecution, or implementation of the Plan, is hereby
deemed fully waived, barred, released, and discharged in all respects (except as
to rights, obligations, duties, and claims established by the terms of the
Plan), unless any such claim, cause of action, or right is asserted by filing a
complaint or petition in a court of competent jurisdiction on or before 180 days
from the Effective Date.


                                       50
<PAGE>

                                   ARTICLE 11

             INJUNCTION AGAINST ENFORCEMENT OF PRECONFIRMATION DEBT

         11.1 Injunction Enjoining Holders of Claims Against Debtor. Except as
expressly provided herein, at all times on and after the Effective Date, all
Persons who have been, are, or may be holders of Claims against or Interests in
the Debtor arising prior to the Effective Date, shall be enjoined from taking
any of the following actions against or affecting the Debtor, its Estate, or the
Property, including the Trust Assets, with respect to such Claims or Interests
(other than actions brought to enforce any rights or obligations under the
Plan):

                  (i) commencing, conducting or continuing in any manner,
         directly or indirectly any suit, action, or other proceeding of any
         kind against the Debtor, its Estate, or its Property, including the
         Trust Assets (including, without limitation, all suits, actions, and
         proceedings that are pending as of the Effective Date, shall be deemed
         to be withdrawn or dismissed with prejudice);

                  (ii) enforcing, levying, attaching, collecting, or otherwise
         recovering by any manner or means whether directly or indirectly any
         judgment, award, decree, or order against the Debtor, its Estate, or
         its Property, including the Trust Assets;

                  (iii) creating, perfecting, or otherwise enforcing in any
         manner, directly or indirectly, any Lien against the Debtor, its
         Estate, or its property, including the Trust Assets;

                  (iv) asserting any right of subrogation, or recoupment of any
         kind, directly or indirectly against any obligation due the Debtor, its
         Estate, or its Property, including the Trust Assets; and


                                       51
<PAGE>

                  (v) proceeding in any manner in any place whatsoever that does
         not conform to or comply with the provisions of the Plan.

         11.2 Injunction Enjoining Electing Creditors. Except as expressly
provided herein and based on the consent to an injunction against the assertion
of the Electing Creditor Released Claims by Electing Creditors, which such
consent is evidenced by the Election Designation, at all times on and after the
Effective Date, all Electing Creditors shall be enjoined with respect to the
Electing Creditor Released Claims from taking any of the following actions
against or affecting FPFI, FPFG, WIB, and the Additional Released Parties, or
their assets and property, including the Trust Assets:

                  (i) commencing, conducting or continuing in any manner,
         directly or indirectly any suit, action, or other proceeding of any
         kind against FPFI, FPFG, WIB, and the Additional Released Parties, or
         their assets or property, including the Trust Assets (including,
         without limitation, all suits, actions, and proceedings that are
         pending as of the Effective Date, which must be withdrawn or dismissed
         with prejudice);

                  (ii) enforcing, levying, attaching, collecting, or otherwise
         recovering by any manner or means whether directly or indirectly any
         judgment, award, decree, or order against FPFI, FPFG, WIB, and the
         Additional Released Parties, or their assets or property, including the
         Trust Assets;

                  (iii) creating, perfecting, or otherwise enforcing in any
         manner, directly or indirectly, any lien against FPFI, FPFG, WIB, and
         the Additional Released Parties, or their assets or property, including
         the Trust Assets;


                                       52
<PAGE>

                  (iv) asserting any setoff, right of subrogation, or recoupment
         of any kind, directly or indirectly against any obligation due FPFI,
         FPFG, WIB, and the Additional Released Parties, or their assets or
         property, including the Trust Assets; and

                  (v) proceeding in any manner in any place whatsoever that does
         not conform to or comply with the provisions of the Plan.

                                   ARTICLE 12

                                EVENTS OF DEFAULT

         12.1 Events of Default. An event of default shall be deemed to have
occurred if the Debtor or any party-in-interest fails to take any action or
fails to refrain from taking an action as set forth within the Plan.

         12.2 Remedies for Defaults. Should an event of default by the Debtor,
the Trust, or any party-in-interest occur, at least one other party-in-interest,
the Debtor and Trust must provide written notice of such default with copies of
such notice delivered to all parties identified in Section 17.2 of the Plan. If
the default is not cured within ten (10),days from sending the notice of
default, the notifying party-in-interest, Trust, or Debtor may present an ex
part order to the Bankruptcy Court setting a date and time when such defaulting
party must appear before the Bankruptcy Court and show cause why it should not
be held in contempt of the Confirmation Order. If found to be in default of the
Plan, the Court shall:

                  12.2.1 Assess the costs of the Debtor, Trust, or any
         party-in-interest of proceeding on the order to show cause against the
         defaulting party, such costs to be an amount not less than $5,000 or
         such higher amount as may have actually been incurred; and


                                       53
<PAGE>

                  12.2.2 Designate a party to appear, sign, and/or accept the
         documents required under the Plan on behalf of the defaulting party in
         accordance with Rule 70 of the Federal Rules of Civil Procedure; or
         such enter other order compelling compliance with the applicable
         provisions of the Plan as may be necessary and which does not
         materially alter the terms of the Plan as it is confirmed.

         12.3 Default Remedies for Texas Comptroller and I.R.S. Notwithstanding
the other default remedies specified in this Section 12, a failure by the Debtor
to make any required payment to the Texas Comptroller of Public Accounts or to
the Internal Revenue Service pursuant to the terms of the Plan shall be an event
of default. If the Debtor fails to cure such event of default as to such
payments within ten (10) days after the receipt of written notice of default
from the Texas Comptroller of Public Accounts, or the Internal Revenue Service,
then the Texas Comptroller of Public Accounts, or the Internal Revenue Service,
may (a) enforce the entire amount of its claim; (b) exercise any and all rights
and remedies the Texas Comptroller of Public Accounts or the Internal Revenue
Service, may have under applicable law; and/or (c) seek such relief as may be
appropriate in the Bankruptcy Court.

                                   ARTICLE 13

                        PROVISIONS FOR THE RESOLUTION OF
                          OBJECTIONS TO PROOFS OF CLAIM

         13.1 The Debtor and the Trustee on behalf of the Trust shall have the
right to examine and object to any Claims filed in the Debtor's case, and the
Debtor and the Trustee on behalf of the Trust shall have the right to object to
and contest the allowance of any Claims filed with the Bankruptcy Court. FPFG is
hereby granted authority to object to, litigate, and/or negotiate (on behalf of
the Committee and the Debtor for the benefit of the Debtor's estate) the
allowance of any Joint Creditor Claim held by a Joint Creditor. FPFI, the
Committee and/or the Trust may


                                       54
<PAGE>

object to any proposed settlement concerning the allowance of a Joint Creditor
Claim as proposed by FPFG. If the objection to a Joint Creditor Claim by FPFI,
the Committee and/or the Trust results in the allowance of a Joint Creditor
Claim in excess of that sought by FPFG, then such excess shall not reduce the
amount of the Joint Creditor Allowance for purposes of calculating any FPFG
Indemnity Obligation. To the extent a Disputed Claim becomes an Allowed Claim
pursuant to an agreement reached with the holder of such Disputed Claim, such
agreement may provide for the holder of such Disputed Claim to become an
Electing Creditor by executing an Election Designation notwithstanding the
execution of such Election Designation after the Election Deadline.

         13.2 Objections to Claims must be filed with the Bankruptcy Court and
served upon the Claimant prior to the expiration of one hundred and eighty (180)
days from the Effective Date, otherwise such Claim shall be deemed allowed in
accordance with Section 502 of the Bankruptcy Code, unless an extension of such
time period is sought by the Debtor or the Trustee, as the case may be.

         13.3 Prior to the expiration of thirty (30) days from receipt of an
objection, the Claimant whose Claim has been objected to in accordance with
paragraph 13.2 of the Plan, must file with the Court and serve upon the
objecting party, the Trustee and the parties identified in Section 17.2 of the
Plan a response to such claim objection. Failure to file such a response within
the thirty (30) day time period shall be cause for the Bankruptcy Court to enter
a default judgment against the non-responding Claimant and thereby grant the
relief requested in the claim objection.


                                       55
<PAGE>

         13.4 The Debtor, the Trustee on behalf of the Trust, and any other
party-in-interest may request the Bankruptcy Court to estimate any Claim for
purposes of Allowance pursuant to Section 502(c) of the Bankruptcy Code.

                                   ARTICLE 14

                 PROVISIONS RELATING TO DISPUTED CLAIMS RESERVE

         14.1 Applicability of Article 14. Article 14 shall only apply to
Distributions to Claimants made by the Debtor. Provisions relating to Disputed
Claims administered by the Trust are set forth in Sections 7.1.4, 7.2.1, and
7.2.6 of the Trust Agreement.

         14.2 Distributions on Allowed Claims Only. Distributions made by the
Debtor under the Plan shall be made only to the holders of Allowed Claims. Until
a Disputed Claim becomes an Allowed Claim, the holder of that Disputed Claim
shall not receive the consideration otherwise provided to such Claimant under
the Plan.

         14.3 Establishment of Disputed Claims Reserve. The Debtor shall deposit
the Distributions reserved for the holders of Disputed Claims in a segregated,
interest-bearing account called the Disputed Claim Reserve. The Debtor shall
hold the Disputed Claim Reserve in trust for the benefit of the holders of
Allowed Claims whose Distributions are unclaimed and the holders of Disputed
Claims pending determination of their entitlement thereto under the terms of the
Plan. When a Disputed Claim becomes an Allowed Claim, the Debtor shall release
and deliver the Distributions reserved for such Allowed Claims (net of
distribution cost) from the Disputed Claim Reserve, together with any earned
interest attributable to such Distribution. If the Court disallows the Disputed
Claim, such Distribution and interest and proceeds thereon shall be the Debtor's
Property free and clear of any Claim to such Property by or on behalf of the
holder of such disallowed Claim.


                                       56
<PAGE>

                                   ARTICLE 15

                   PROVISIONS FOR THE RETENTION, ENFORCEMENT,
                       SETTLEMENT, OR ADJUSTMENT OF CLAIMS
                        BELONGING TO THE DEBTOR'S ESTATE

         15.1 Debtor shall have sole authority, at its own cost, to prosecute,
settle, compromise and/or dismiss claims, demands, causes of action of every
kind and nature, known or unknown, matured or unmatured, fixed or contingent,
whether based on contract, in tort or on statute and whether at law or in
equity, that constitute the Retained Causes of Action, and that are not
otherwise released under the Plan and Debtor shall retain any proceeds from such
claims, demands and causes of action. In no event whatsoever shall the Debtor or
Debtor ever be liable for claims or counter claims of any kind or nature
whatsoever arising from the Claims, demands and causes of action of the Debtor
that constitute Property of the Debtor's Estate.

                                   ARTICLE 16

                            RETENTION OF JURISDICTION

         16.1 Jurisdiction. The Court, even after the case has been closed,
shall have jurisdiction over all matters arising under, arising in, or relating
to this case including, but not limited to, proceedings:

                  16.1.1 To ensure that the Plan is carried out;

                  16.1.2 To enter such orders as may be necessary or appropriate
         to implement, consummate, or enforce the provisions of the Plan and all
         contracts, instruments, releases, indentures and other agreements or
         documents created in connection with the Plan or the Disclosure
         Statement;

                  16.1.3 To consider any modification of the Plan under Section
         1127 of the Bankruptcy Code;


                                       57
<PAGE>

                  16.1.4 To hear and determine all Claims, controversies, suits
         and disputes against the Debtor to the full extent permitted under 28
         U.S.C. ss. 1334 and 28 U.S.C. ss. 157;

                  16.1.5 To allow, disallow, determine, liquidate, classify,
         estimate, or establish the priority or secured or unsecured status of
         any Claim, Joint Creditor Claim, including the resolution of any and
         all objections to the allowance or priority of Claims;

                  16.1.6 To hear, determine, and adjudicate any litigation
         involving the Avoidance Actions;

                  16.1.7 To decide or resolve any motions, adversary
         proceedings, contested or litigated matters and any other matters and
         grant or deny any applications involving the Debtor that may be pending
         on or commenced after the Effective Date;

                  16.1.8 To hear, determine, and adjudicate any dispute
         concerning the WIB Note, the Settlement Note, and the Cash Flow
         Instrument.

                  16.1.9 To hear, determine and enforce all Claims and causes of
         action which may exist on behalf of the Trust, the Debtor, or the
         Estate, including, but not limited to, any right of the Trust, the
         Debtor, or the Estate to recover assets pursuant to the provisions of
         the Bankruptcy Code;

                  16.1.10 To resolve any cases, controversies, suits, or
         disputes that may arise in connection with the consummation,
         interpretation, or enforcement of the Plan or any entity's obligations
         incurred in connection with the Plan or any other agreements governing,
         instruments evidencing, or documents relating to any of the foregoing,
         including the interpretation or enforcement of any rights, remedies, or
         obligations under any of the foregoing;


                                       58
<PAGE>

                  16.1.11 To hear and determine all controversies, suits, and
         disputes that may arise out of or in connection with the enforcement of
         any and all subordination and similar agreements among various
         creditors pursuant to ss. 510 of the Bankruptcy Code;

                  16.1.12 To hear and determine all requests for compensation
         and/or reimbursement of expenses which may be made for pre-confirmation
         fees and expenses;

                  16.1.13 To enforce the Confirmation Order, the final decree,
         and all injunctions therein;

                  16.1.14 To enter an order concluding and terminating this
         case;

                  16.1.15 To correct any defect, cure any omission, or reconcile
         any inconsistency in the Plan or the Confirmation Order;

                  16.1.16 To determine all questions and disputes regarding
         title to the Trust Assets and the assets of the Debtor;

                  16.1.17 To classify the Claims of any Creditors and the
         treatment of these Claims under the Plan, to re-examine Claims which
         may have been allowed for purposes of voting, and to determine
         objections which may be filed to any Claims;

                  16.1.18 To take any action described in this section involving
         the postconfirmation Debtor; and

                  16.1.19 To enforce, by injunction or otherwise, the provisions
         provided for within this Plan, the Confirmation Order, any final
         decree, any dispute concerning the WIB Note, the Settlement Note, and
         the Cash Flow Instrument, the removal or appointment of a trustee under
         any voting trust established or required by the Plan, and any provision
         of the Trust Agreement which provides for the adjudication of any issue
         by the Bankruptcy Court;


                                       59
<PAGE>

                  16.1.20 To enter and implement such orders as are necessary or
         appropriate if the Confirmation Order is for any reason modified,
         stayed, reversed, revoked, or vacated;

                  16.1.21 To enter a Final Decree as contemplated by Bankruptcy
         Rule 3022.

                  16.1.22 To approve the engagement of any professionals by the
         Trust, to approve any payments by the Trust to any of its professionals
         in accordance with Section 3.7 of the Plan, and to conduct status
         conferences and hearings with regard to the Trust's operations,
         collections, disbursements and performance, and to issue such orders as
         are appropriate.

                                   ARTICLE 17

                               GENERAL PROVISIONS

         17.1 Confirmation Order. The Confirmation Order shall contain such
injunctions and other orders as may be necessary to implement the Plan. To the
extent necessary, the Confirmation Order will contain any provisions necessary
to provide for the substantial consummation of the Plan on the Effective Date,
including, but not limited to designating Bankruptcy Rule 7062 not applicable to
the Confirmation Order by virtue of Bankruptcy Rule 9014.

         17.2 Notices. Whenever this Plan requires notice be given to the
Debtor, FPFG, or Committee and/or counsel, such notice shall be given to:

         Lenard M. Parkins
         Kyung S. Lee Kenric D. Kattner
         VERNER, LIIPFERT, BERNHARD,
         MCPHERSON AND HAND, CHARTERED
         Texaco Heritage Plaza
         1111 Bagby, Suite 4700
         Houston, Texas 77002


                                       60
<PAGE>

         Steven S. Turoff
         The Renaissance Consulting Group, Inc.
         2121 San Jacinto Street, Suite 1010
         Dallas, Texas 75201

         Joseph M. Coleman
         Joseph A. Friedman
         KANE, RUSSELL, COLEMAN & LOGAN, P.C.
         3700 Thanksgiving Tower
         1601 Elm Street
         Dallas, Texas 75201

         Andrew E. Jillson
         Jenkens & Gilchrist, P.C.
         1445 Ross Avenue, Suite 3200
         Dallas, Texas 75202-2799

         17.3 Dates. Bankruptcy Rule 9006 is incorporated herein for purposes of
calculating the dates set out herein.

         17.4 Further Action. Nothing contained herein shall prevent the Debtor
from taking such actions as may be necessary to consummate the Plan, although
such actions may not specifically be provided for within the Plan.

         17.5 Exhibits. All Exhibits attached hereto are incorporated within the
Plan by reference and are intended to be an integral part of this document as
though fully set forth herein.

         17.6 Plan Amendments. The Debtor may propose amendments or
modifications to the Plan in accordance with Section 1127 of the Bankruptcy Code
at any time prior to the Confirmation Date. After the Confirmation Date, the
Debtor may, with Bankruptcy Court approval, and so long as it does not
materially or adversely affect the rights, as set forth in the Plan, of
Creditors and other parties in interest, remedy any defect or omission or
reconcile any inconsistencies in the Plan or in the Confirmation Order, in such
manner as may be necessary to carry out the purposes and intent of the Plan. At
the Confirmation Hearing, the Debtor may, either in writing or upon oral motion,
request a modification of any provision of the Plan to


                                       61
<PAGE>

address any objection to confirmation of the Plan and may seek confirmation of
the Plan, as modified.

         17.7 Exemption from Transfer Taxes. Pursuant to the provisions of
Section 1146(c) of the Bankruptcy Code, the issuance, transfer or exchange of
notes or equity securities under the Plan, the creation of any mortgage, deed of
trust or other security interest, the making or assignment of any lease or
sublease, or the making or delivery of any deed or other instrument of transfer
under, in furtherance of, or in connection with the Plan, including any deeds,
bills of sale or assignments executed in connection with any of the transactions
contemplated under the Plan, shall not be subject to any stamp, real estate
transfer, mortgage recording or other similar tax.

         17.8 Binding Effect. The Plan shall be binding upon and inure to the
benefit of the Debtor, WIB, FPFG, the Committee, the holders of Claims and
Interests and their respective successors and assigns, whether or not they voted
to accept the Plan.

         17.9 Ratification. The Confirmation Order shall ratify all transactions
effectuated by Debtor during the pendency of its Chapter 11 case.

         17.10 Governing Law. Except to the extent that the Bankruptcy Code or
Bankruptcy Rules are applicable, the rights and obligations arising under the
Plan shall be governed by, and construed and enforced in accordance with, the
laws of the State of Texas, without giving effect to the principles of conflicts
of law thereof.

         17.11 Headings. Headings are used in the Plan for convenience and
reference only, and shall not constitute a part of the Plan for any other
purpose.

         17.12 No Admissions or Waivers. The Plan contains a compromise of
various disputes and Claims by and among WIB, FPFG, and Debtor. The terms of the
compromise set forth in the Plan and the negotiation, execution, and performance
of such terms shall not constitute any


                                       62
<PAGE>

admission of liability or the waiver of any Claim by the Debtor or any party
agreeing to the terms of such compromise.

                                   ARTICLE 18

                            SUBSTANTIAL CONSUMMATION

         18.1 Substantial Consummation. The Plan shall be deemed substantially
consummated upon the completion of all actions required to be undertaken at
Closing.

         18.2 Final Decree. Upon substantial consummation, the Debtor may move
for a final decree closing the case and requesting such other orders as may be
just.

                                   ARTICLE 19

                     CONTINGENCIES TO EFFECTIVENESS OF PLAN

         19.1 The Plan shall not be effective until the following conditions
precedent are satisfied:

                  (i) confirmation order acceptable in form and substance to
         WIB, FPFG, and FPFI, unless such condition is waived as to WIB, FPFG,
         and FPFI.

DATED: April 7, 2000
                                    FIRSTPLUS FINANCIAL, INC.
                                    a Texas corporation


                                    By:  /s/ Steven S. Turoff
                                       -------------------------------------
                                         Steven S. Turoff, President and
                                         Chief Restructuring Officer
Submitted By:
VERNER, LIIPFERT, BERNHARD,
MCPHERSON AND HAND, CHARTERED
Lenard M. Parkins
TBA No. 15518200
Kyung S. Lee
TBA No. 12128400
Kenric D. Kattner


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TBA No. 11108400
Texaco Heritage Plaza
1111 Bagby, Suite 4700
Houston, Texas 77002
Telephone: (713) 225-7200
Facsimile: (713) 752-2199

ATTORNEYS FOR THE DEBTOR IN POSSESSION


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