FRONTEER FINANCIAL HOLDINGS LTD, DEF 14A, 1999-03-15

FRONTEER FINANCIAL HOLDINGS LTD
DEF 14A, 1999-03-15
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES

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FRONTEER FINANCIAL HOLDINGS, LTD. ANNUAL MEETING
SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
- --------------------------------------------------------------------------------

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential for use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

FRONTEER FINANCIAL HOLDINGS, LTD.
----------------------------------------------
(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
- --------------------------------------------------------------------------------
(1) Title of each class of securities to which the transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

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

FRONTEER FINANCIAL HOLDINGS, LTD.
One Norwest Center
1700 Lincoln Street, 32nd Floor
Denver, Colorado 80203

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on April 15, 1999

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of Fronteer Financial Holdings, Ltd., a Colorado corporation (the
"Company"), will be held in the Board Room of the Company, One Norwest Center,
1700 Lincoln Street, 31st Floor, Denver, Colorado 80203, on Tuesday, April 15,
1999, at 10:00 a.m. Mountain Time, for the purpose of considering and voting
upon proposals to:

(1) elect five directors to serve until the next Annual Meeting of
Stockholders or until their successors are elected and qualify;

(2) adopt an amendment to Article I of the Articles of Incorporation of
the Company to change the name of the Company from "Fronteer Financial
Holdings, Ltd." to "eVision USA.Com, Inc.;"

(3) authorize the Board of Directors of the Company to adopt an amendment
to the Company's Articles of Incorporation at such time as the Board
of Directors deems it appropriate to effectuate a maximum 1 for 20
reverse split of the Company's outstanding Common Stock in such number
as is deemed necessary by the Board of Directors of the Company;

(4) adopt an amendment to the September 1996 Incentive and Nonstatutory
Stock Option Plan to increase the number of shares of Common Stock of
the Company that are authorized to be optioned and sold under such
plan from 2,500,000 to 7,500,000; and

(5) transact such other business as may lawfully come before the Meeting
or any adjournment(s) thereof.

Only stockholders of record at the close of business on March 3, 1999, are
entitled to notice of and to vote at the Meeting and at any adjournment thereof.

The enclosed Proxy is solicited by and on behalf of the Board of Directors
of the Company. All stockholders are cordially invited to attend the Meeting in
person. Whether you plan to attend or not, please date, sign and return the
accompanying proxy in the enclosed return envelope, to which no postage need be
affixed if mailed in the United States. The giving of a proxy will not affect
your right to vote in person if you attend the Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

GARY L. COOK, SECRETARY

Denver, Colorado
March 15, 1999

<PAGE>

FRONTEER FINANCIAL HOLDINGS, LTD.
One Norwest Center
1700 Lincoln Street, 32nd Floor
Denver, Colorado 80203

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 15, 1999

This proxy statement ("Proxy Statement") is being furnished in connection
with the solicitation of proxies by the Board of Directors of Fronteer Financial
Holdings, Ltd. (the "Company") to be used at the Annual Meeting of Stockholders
(the "Meeting") to be held in the Board Room of the Company, One Norwest Center,
1700 Lincoln Street, 31st Floor, Denver, Colorado 80203, on April 15, 1999, at
10:00 a.m. Mountain Time, and at any adjournment(s) thereof.

This Proxy Statement and the accompanying Proxy will be mailed to the
Company's stockholders on or about March 15, 1999.

Any person signing and mailing the enclosed Proxy may revoke it at any time
before it is voted by: (i) giving written notice of the revocation to the
Company's corporate secretary; (ii) voting in person at the Meeting; or (iii)
voting again by submitting a new proxy card. Only the latest dated proxy card,
including one which a person may vote in person at the Meeting, will count. If
not revoked, the Proxy will be voted at the Meeting in accordance with the
instructions indicated on the Proxy by the Stockholder, or, if no instructions
are indicated, will be voted FOR the slate of directors described therein, FOR
adoption of the amendment to Article I of the Articles of Incorporation of the
Company to change its name from "Fronteer Financial Holdings, Limited, to
"eVision USA.Com, Inc.," FOR approval of a proposal to authorize the Board of
Directors of the Company to adopt an amendment to the Company's Articles of
Incorporation at such time as the Board of Directors deems it appropriate to
effectuate a maximum 1 for 20 reverse split of the Company's outstanding Common
Stock in such number as is deemed necessary by the Board of Directors of the
Company, and FOR approval of an amendment to the September 1996 Incentive and
Nonstatutory Stock Option Plan to increase the number of shares of Common Stock
of the Company that are authorized to be optioned and sold under such plan from
2,500,000 to 7,500,000.

VOTING SECURITIES

Voting rights are vested exclusively in the holders of the Company's $0.01
par value Common Stock ("Common Stock") with each share entitled to one vote.
Cumulative voting in the election of directors is not permitted. Only
stockholders of record at the close of business on March 3, 1999, are entitled
to notice of and to vote at the Meeting or any adjournments thereof. On March 3,
1999, the Company had 18,117,084 shares of Common Stock outstanding.

<PAGE>

PRINCIPAL STOCKHOLDERS AND
SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth as of March 3, 1999, the number of shares of
outstanding Common Stock beneficially owned by each of the Company's current
directors and executive officers, sets forth the number of shares of Common
Stock beneficially owned by all of the Company's current executive officers and
directors as a group, and sets forth the number of shares of Common Stock owned
by each person who owned of record, or was known to own beneficially, more than
5% of the outstanding shares of Common Stock:

<TABLE>
<CAPTION>
Amount and Nature of
Name Beneficial Ownership(1) Percent of Class
- ---- ----------------------- ----------------
<S> <C> <C>
Fai H. Chan .............................. 50,345,655(2)(5)(6) 81.2%

Robert H. Trapp .......................... 0(3)(6) 0%

Kwok Jen Fong ............................ 0(3)(6) 0%

Jeffrey M. Busch ......................... 0(6) 0%

Robert Jeffers, Jr. ...................... 0(6) 0%

Gary L. Cook ............................. 100,000(4)(6) **

All executive officers and ............... 50,345,655(2)(3)(4)(5)(6) 81.2%
directors as a group (6 persons)

Heng Fung Holdings Company ............... 42,345,655(5) 68.2%
Limited
</TABLE>

** Less than 1%.

(1) Except as indicated below, each person has the sole voting and/or
investment power over the shares indicated.

(2) Consists of 8,000,000 shares underlying stock options and 42,345,655 shares
beneficially owned by Heng Fung Holdings Company Limited. Mr. Chan is an
executive officer, a director and a 10.73% stockholder of Heng Fung
Holdings Company Limited. Mr. Chan's address is Lippo Protective Tower,
10th Floor, 231-235 Gloucester Road, Wanchai, Hong Kong.

(3) Messrs. Trapp and Fong are directors of Heng Fung Holdings Company Limited.
Messrs. Trapp and Fong disclaim beneficial ownership of the shares
beneficially owned by Heng Fung Holdings Company Limited.

(4) Consists of 100,000 shares underlying stock options held by Gary L. Cook,
the Secretary, Treasurer and Chief Financial Officer of the Company.

(5) Includes 35,913,487 shares underlying convertible debentures owned or that
may be acquired upon exercise of an option. Heng Fung Holdings Company
Limited ("Heng Fung Holdings") is the parent company of Heng Fung Capital
[S] Private Limited ("Heng Fung Private"). Heng Fung Private is the parent
company of Heng Fung Finance Company Limited ("Heng Fung Finance").
42,095,655 of the shares beneficially owned by Heng Fung Holdings are
beneficially owned by Heng Fung Private, of which 37,402,514 of the shares
are beneficially owned by Heng Fung Finance. Of the 37,402,514 shares
beneficially owned by Heng Fung Finance, 35,913,487 of the shares are
beneficially owned pursuant to a convertible debenture agreement with the
Company described below in "Change In Control."

<PAGE>

(6) Does not include stock options granted to such individuals on November 25,
1998, which do not vest until at least September 30, 1999.

CHANGE IN CONTROL

In December 1997, Heng Fung Private purchased 1,136,364 shares of the
Company's outstanding Common Stock from Robert A. Fitzner, Jr. and Robert L.
Long, then officers and directors of the Company, and from two other employees
of American Fronteer Financial Corporation, a wholly owned subsidiary of the
Company ("AFFC"). In December 1997, Robert A. Fitzner, Jr. and Heng Fung Private
agreed that, upon the regulatory approval of the National Association of
Securities Dealers, Inc. ("NASD") of a change in the beneficial ownership of 25%
or more of AFFC, Heng Fung Private would purchase an additional 3,556,777 shares
of the Company's outstanding Common Stock from Mr. Fitzner. In connection with
the transaction, the Company entered into an agreement ("Convertible Debenture
Agreement") with Heng Fung Finance pursuant to which the Company agreed to sell
Heng Fung Finance a ten year $4,000,000 10% Convertible Debenture. On December
26, 1997, the Board of Directors, at the request of Heng Fung Finance made
pursuant to the terms of the Convertible Debenture Agreement, appointed Fai H.
Chan and Robert H. Trapp to the Board of Directors.

In December 1997, the Company sold Heng Fung Finance the ten year
$4,000,000 10% Convertible Debenture that is convertible into shares of Common
Stock of the Company at a price of $0.53125 per share until December 15, 2007,
unless sooner paid, and an option to purchase a $11,000,000 10% Convertible
Debenture that was convertible into shares of Common Stock of the Company at a
price of $0.61 per share until ten years from the date of issue unless sooner
paid. Subsequently, Heng Fung Finance partially exercised the option and
purchased additional 10% Convertible Debentures totaling $2,500,000. On
September 23, 1998, Heng Fung Finance and the Company agreed to amend the terms
of the remaining $8,500,000 of the $11,000,000 10% Convertible Debenture by
increasing the interest rate to 12%, changing the conversion price to the lower
of $0.35 or the fair market value per share and changing the default conversion
price to $0.10 per share. On September 25, 1998, Heng Fung Finance partially
exercised its option to purchase $8,500,000 of 12% Convertible Debenture by
purchasing a $500,000 12% Convertible Debenture from the Company. As of December
31, 1998, Heng Fung Finance had purchased a total of $7,000,000 of convertible
debentures. The interest on the convertible debentures was paid with 192,418,
220,382, 283,618, and 442,609 shares of the Company's Common Stock for interest
payments due March 31, 1998, June 30, 1998, September 30, 1998 and December 31,
1998, respectively.

On January 29, 1998, the NASD approved the change in the beneficial
ownership of 25% or more of AFFC, and on February 18, 1998, Heng Fung Private
purchased the additional 3,556,777 shares of the Company's outstanding Common
Stock from Mr. Fitzner. Contemporaneously with that purchase, Mr. Fitzner, Mr.
Long and Dennis W. Olson resigned as directors of the Company and its
subsidiaries. Also, Mr. Fitzner resigned as the Chairman of the Company and as
the President and Chief Executive Officer of AFFC, Mr. Long resigned as the
Secretary of the Company and Mr. Olson resigned as the President of the Company.
At the same time, Mr. Chan and Mr. Trapp, the two remaining directors appointed
at the request of Heng Fung Finance, reduced the number of directors on the
Company's Board of Directors to three and appointed Kwok Jen Fong, a practicing
solicitor in Singapore, as a director of the Company to fill the remaining
vacancy. The directors also appointed Mr. Chan as the Chairman of the Board and
the President of the Company, Mr. Trapp as Managing Director of the Company and
Gary L. Cook as the Secretary and Treasurer of the Company. Messrs. Chan, Trapp
and Brian F. Zucker also became directors of AFFC. Mr. Trapp was appointed the
President of AFFC, Mr. Zucker was appointed the Managing Director of AFFC and
Mr. Cook was appointed the Treasurer of AFFC. Mr. Cook also remained as the
Secretary of AFFC. On February 20, 1998, the Board of Directors of the Company
appointed Jeffrey M. Busch and Robert Jeffers, Jr., both practicing attorneys,
as directors of the Company. In addition, because Heng Fung Finance purchased
the additional 3,556,777 shares, it received the option to purchase the
$11,000,000 10% Convertible Debenture described above.

<PAGE>

ACTIONS TO BE TAKEN AT MEETING

The Meeting has been called by the directors of the Company (the
"Directors") to consider and act upon the following matters:

(1) elect five Directors to serve until the next Annual Meeting of
Stockholders or until their successors are elected and qualify;

(2) approve an amendment to the Articles of Incorporation of the Company
to change the name of the Company from "Fronteer Financial Holdings,
Ltd." to "eVision USA.Com, Inc.;"

(4) approve an amendment to the September 1996 Incentive and Nonstatutory
Stock Option Plan to increase the number of shares of common stock of
the Company that are authorized to be issued under such plan from
2,500,000 to 7,500,000; and

(5) transact such other business as may lawfully come before the Meeting
or any adjournment(s) thereof.

The holders of a majority of the outstanding shares of Common Stock of the
Company present at the Meeting in person or represented by proxy shall
constitute a quorum. If a quorum is present, Directors are elected by a
plurality of the vote, i.e., the candidates receiving the highest number of
votes cast in favor of their election will be elected to the Board of Directors.
As to all other actions voted on at the Meeting, if a quorum is present, the
affirmative vote of a majority of the shares represented in person or by proxy
at the Meeting and entitled to vote on the subject matter shall be the act of
the stockholders. Where brokers have not received any instruction from their
clients on how to vote on a particular proposal, brokers are permitted to vote
on routine proposals but not on nonroutine matters. The absence of votes on
nonroutine matters are "broker nonvotes." Abstentions and broker nonvotes will
be counted as present for purposes of establishing a quorum, but will have no
effect on the election of Directors. Abstentions and broker nonvotes on
proposals other than the election of Directors, if any, will be counted as
present for purposes of the proposals but will have no effect on the voting of
the other proposals.

<PAGE>

PROPOSAL NUMBER ONE

ELECTION OF DIRECTORS

The number of Directors on the Company's Board of Directors has been
established by resolution of the Board of Directors as five Directors. The terms
of all of the current Directors expire at the Meeting.

The persons named in the enclosed form of Proxy will vote the shares
represented by such Proxy for the election of the five nominees for Director
named below. If, at the time of the Meeting, any of these nominees shall become
unavailable for any reason, which event is not expected to occur, the persons
entitled to vote the Proxy will vote for such substitute nominee or nominees, if
any, as they determine in their sole discretion. If elected, Fai H. Chan, Robert
H. Trapp, Kwok Jen Fong, Jeffrey M. Busch, and Robert Jeffers, Jr. will hold
office until the annual meeting of stockholders to be held in 2000, until their
successors are duly elected or appointed or until their earlier death,
resignation or removal. The nominees for Director, each of whom has consented to
serve if elected, are as follows:

<TABLE>
<CAPTION>
Director
Name of Nominee Since Age Principal Occupation for Last Five Years
- --------------- -------- --- ----------------------------------------

<S> <C> <C> <C>
Fai H. Chan 1997 54 Director of the Company since December 26, 1997;
Chairman and President since February 1998. Mr.
Chan is the Chairman and Managing Director of
Heng Fung Holdings Company Limited and has been
a Director of Heng Fung Holdings Company Limited
since September 2, 1992. Mr. Chan was elected
Managing Director of Heng Fung Holdings Company
Limited on May 1, 1995 and Chairman on June 3,
1995. Heng Fung Holdings Company Limited's
primary business activities include real estate
investment and development, merchant banking,
the manufacturing of building material
machinery, pharmaceutical products and retail
fashion. Mr. Chan has been the President and a
Director of Powersoft Technologies, Inc.
(formerly Heng Fai China Industries, Inc.),
which owns various industrial companies, since
June 1994 and Chief Executive Officer thereof
since June 1995; a Director of Intra-Asia
Equities, Inc., a merchant banking company,
since June 1993; Executive Director of Hua Jian
International Finance Co., Ltd. from December
1994 until December 1996; and Chairman of the
Board of Directors of American Pacific Bank
since March 1988 and Chief Executive Officer
thereof between April 1991 and April 1993. Mr.
Chan is also a director of Global Med
Technologies, Inc.

<PAGE>

<CAPTION>
Director
Name of Nominee Since Age Principal Occupation for Last Five Years
- --------------- -------- --- ----------------------------------------

<S> <C> <C> <C>
Robert H. Trapp 1997 44 Director of the Company since December 26, 1997,
and the Managing Director and member of the
audit committee of the Company since February
1998, and the President of American Fronteer
Financial Corporation since February 1998. Mr.
Trapp has been a director of Heng Fung Holdings
Company Limited since May 1995; a Director of
Inter-Asia Equities, Inc., a merchant banking
company, since February 1995 and the Secretary
thereof since April 1994; Director, Secretary
and Treasurer of Powersoft Technologies, Inc.
(formerly Heng Fai China Industries, Inc.),
which owns various industrial companies; and the
Canadian operational manager of Pacific Concord
Holding (Canada) Ltd. of Hong Kong, which
operates in the consumer products industry, from
July 1991 until November 1997. Mr. Trapp is also
a director of Global Med Technologies, Inc.

Kwok Jen Fong 1998 49 Director of the Company since February 1998. Mr.
Fong has been a director of Heng Fung Holdings
Company Limited since 1995. Mr. Fong has been a
practicing solicitor in Singapore for at least
the last five years. Mr. Fong is also a director
of Global Med Technologies, Inc.

Jeffrey M. Busch 1998 41 Director of the Company since February 1998. Mr.
Busch is a member of the Company's audit
committee and has been a practicing attorney for
at least the last five years. Mr. Busch is also
a director of Global Med Technologies, Inc.

Robert Jeffers, Jr. 1998 51 Director of the Company since February 1998. Mr.
Jeffers is a member of the Company's audit
committee and has been a practicing attorney for
at least the last five years.
</TABLE>

The Company's Board of Directors held 16 meetings during the Company's
fiscal year ended September 30, 1998. Such meetings consisted of consent
Directors minutes signed by all Directors and actual meetings at which all of
the Directors were present in person or by telephone.

On February 20, 1998, the Board of Directors appointed an Audit Committee
composed of Robert H. Trapp, Jeffrey M. Busch and Robert Jeffers, Jr. The
functions of the Audit Committee are to represent the Board of Directors in
discharging its responsibilities relating to the accounting, reporting and
financial control practices of the Company and its subsidiaries. The Audit
Committee will annually review the qualifications and objectivity of the
Company's independent auditors, the Company's accounting policies and reporting
practices, the Company's contracts and internal auditing and internal controls,
compliance with the Company's policies regarding business conduct and other
matters as deemed appropriate. The Audit Committee is also empowered to conduct
its own investigations into issues related to the aforementioned
responsibilities and to retain independent counsel or outside experts for such
purposes. The Audit Committee held no meetings during the fiscal year ended
September 30, 1998. The Board of Directors has no standing nominating or
compensation committees or committees performing similar functions.

There is no longer any arrangement or understanding between any Director
and any other person pursuant to which any person was selected as a Director.

Directors of the Company received no compensation for their services as
directors.

<PAGE>

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE ELECTION OF THE
NOMINEES LISTED ABOVE.

EXECUTIVE OFFICERS

The executive officers of the Company are Fai H. Chan, information
pertaining to whom is set forth under "Election of Directors" above, and Gary L.
Cook, information pertaining to whom is set forth below. The executive officers
of the Company are elected annually at the first meeting of the Company's Board
of Directors held after each annual meeting of stockholders. Each executive
officer will hold office until his or her successor duly is elected and
qualified, until his or her death or resignation or until he or she shall be
removed in the manner provided by the Company's Bylaws. Gary L. Cook's positions
with the Company, his age and the period during which he has served as an
executive officer of the Company are as follows:

<TABLE>
<CAPTION>
Name of Officer
Executive Officer Since Age Principal Occupation for Last Five Years
- ----------------- ------- --- ----------------------------------------

<S> <C> <C> <C>
Gary L. Cook 1996 40 Secretary and Treasurer of the Company since
February 1998, and Chief Financial Officer of
the Company since September 1996. From 1994 to
1996, Mr. Cook was a principal of a small
venture in which he had majority ownership, and
from 1982 to 1994, was a Senior Manager for KPMG
LLP where he managed all auditing services for
several clients in various financial and other
industries, and developed and implemented
accounting, financial reporting and SEC
reporting systems for growth companies. Mr. Cook
is a director of Global Med Technologies, Inc.
</TABLE>

There is no arrangement or understanding between any executive officer and
any other person pursuant to which any person was selected as an executive
officer.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and Directors and persons who own more than 10% of the
Company's outstanding Common Stock to file reports of ownership with the
Securities and Exchange Commission ("SEC"). Directors, officers and greater than
10% stockholders are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.

Based solely on a review of Forms 3, 4 and 5 and amendments thereto
furnished to the Company during and for the Company's fiscal year ended
September 30, 1998, there were no Directors, officers or more than 10%
stockholders of the Company that failed to timely file a Form 3, 4 or 5, other
than Fai H. Chan, who failed to timely file a Form 3 and Form 4, Jeffrey Busch,
who failed to timely file a Form 3, Robert Jeffers, Jr., who failed to timely
file a Form 3, and Robert H. Trapp, who failed to timely file a Form 3, and Heng
Fung Holdings Company Limited, Heng Fung Finance Company Limited, and Heng Fung
Capital Private Limited, who failed to timely file a Form 4.

EXECUTIVE COMPENSATION

The following table provides certain information pertaining to the
compensation paid by the Company and its subsidiaries during the Company's last
three fiscal years for services rendered by Fai H. Chan, the Chairman of the
Board and the President of the Company, and Gary L. Cook, the Chief Financial

<PAGE>

Officer, Secretary and Treasurer of the Company. Also included is the former
Chairman of the Board, Robert A. Fitzner, Jr.

<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Annual Compensation Compensation
Fiscal ------------------------------------------ Awards
Year Other ------------
Ended Annual Securities All Other
Name and Septem- Compen- Underlying Compensa-
Principal Position ber 30, Salary($) Bonus($) sation($) Options(#) tion($)
- ------------------ ------- -------- ------- -------- ---------- ---------

<S> <C> <C> <C> <C> <C> <C>
Fai H. Chan ............. 1998 -- -- -- -- --
Chairman of the Board 1997 -- -- -- -- --
of Directors and 1996 -- -- -- -- --
President
Gary L. Cook ............ 1998 100,728 -- -- -- 4,092(b)
Chief Financial 1997 90,000 -- -- -- 3,344(b)
Officer, Secretary 1996 28,423 10,000 -- 100,000 (a) --
and Treasurer
(also of AFFC)
Robert A. Fitzner, Jr. .. 1998 81,214 -- -- -- 609(b)
Chairman of the Board 1997 172,124(c) 30,000 -- -- 1,291(b)
(through February 10, 1996 162,000(c) 40,000 -- -- 76,300(d)
1998)
</TABLE>

(a) On September 10, 1996, Mr. Cook received a ten year option to purchase
100,000 shares of Common Stock at an exercise price of $0.625.

(b) Represents matching contributions to a 401(k) savings plan, health club
dues and disability insurance premiums.

(c) Includes $30,000 paid as a director's fee to Mr. Fitzner by Secutron Corp.,
a majority owned subsidiary of the Company.

(d) Mr. Fitzner received a commission as a result of the sale of the clearing
operation division of the Company and received an annual Company matching
contribution as a result of his contribution to a savings plan.

<PAGE>

OPTION GRANTS TO OFFICERS

The following table provides information with respect to Gary L. Cook
concerning unexercised options to purchase the Company's Common Stock held by
him as of the end of the fiscal year ended September 30, 1998:

<TABLE>
<CAPTION>
Fiscal Year End Option Values
--------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Fiscal Year End at Fiscal Year End
Name Exercisable/Unexercisable Exercisable/Unexercisable(1)
- ---- --------------------------- ---------------------------
<S> <C> <C> <C> <C>
Gary L. Cook ............... 100,000 / 0 $0 / $0
</TABLE>

(1) The exercise price of the options owned by Mr. Cook was above the market
price of the Company's Common Stock.

On September 30, 1998, neither Fai H. Chan nor Robert A. Fitzner, Jr. owned
any options to purchase shares of the Company's Common Stock. No options to
purchase the Company's Common Stock were granted to and no options to purchase
the Company's Common Stock were exercised by Fai H. Chan, Gary L. Cook or Robert
A. Fitzner, Jr. during the Company's fiscal year ended September 30, 1998.

COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

The Company has no compensation committee and no officer or employee or
former officer of the Company or any of its subsidiaries during the fiscal year
ended September 30, 1998 participated in deliberations with the Company's Board
of Directors concerning executive officer compensation.

BOARD OF DIRECTORS' REPORT ON EXECUTIVE COMPENSATION

The Board of Directors determines the compensation of the Company's
executive officers, Fai H. Chan and Gary L. Cook. Fai H. Chan, the Chairman of
the Board and the President of the Company, did not receive compensation during
the fiscal year ended September 30, 1998. The compensation for Gary L. Cook, the
Chief Financial Officer, Secretary and Treasurer of the Company, for the fiscal
year ended September 30, 1998 was based on an analysis of compensation paid to
other executive officers in the Denver area, the risks involved with Mr. Cook's
position, the additional responsibilities that were anticipated for Mr. Cook and
Mr. Cook's tenure with the Company. Mr. Cook's compensation was not related to
the performance of the Company.

Fai H. Chan, Chairman Robert H. Trapp
Kwok Jen Fong Jeffrey M. Busch
Robert Jeffers, Jr.

<PAGE>

PERFORMANCE GRAPH

STARTING
BASIS

DESCRIPTION 1993 1994 1995 1996 1997 1998
----------- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Fronteer Financial Holdings (%) .............. -12.50 71.43 -16.67 10.00 -67.27
Fronteer Financial Holdings ($) .............. $ 100.00 $ 87.50 $ 150.00 $ 125.00 $ 137.50 $ 45.00

Russell 2000 (%) ............................. -1.82 28.44 16.49 22.36 -2.54
Russell 2000 ($) ............................. $ 100.00 $ 98.18 $ 126.10 $ 146.90 $ 179.75 $ 175.18

IMN Financial (%) ............................ 0.00 0.00 -28.57 1431.25 -30.61
IMN Financial ($) ............................ $ 100.00 $ 100.00 $ 100.00 $ 71.43 $ 1,093.77 $ 758.97

</TABLE>

<PAGE>

STOCK OPTION PLANS

Effective September 30, 1988, as amended September 10, 1996, the Company
adopted an Incentive Stock Option Plan ("Plan"). The Plan authorized the
granting of options to officers, directors, and employees of the Company to
purchase 600,000 shares of the Company's Common Stock. No options were able to
be granted after September 30, 1998. As of September 30, 1998, options to
purchase 457,000 shares of the Company's Common Stock at $.625 per share through
September 8, 2006, were outstanding and exercisable under the Plan.

On April 8, 1996, as amended on September 10, 1996, the Company adopted the
1996 Incentive and Nonstatutory Option Plan ("1996 Plan"). The 1996 Plan
authorizes the granting of options to officers, directors, employees and
consultants of the Company to purchase 1,250,000 shares of the Company's Common
Stock. No option may be granted after April 8, 2006.

Under the 1996 Plan as of September 30, 1998, options to purchase 1,205,000
shares of the Company's Common Stock at $.625 per share through September 9,
2009 were outstanding, of which options to purchase 935,000 shares were
exercisable.

On April 8, 1996, as amended on February 19, 1997, the Company adopted the
September 1996 Incentive and Nonstatutory Option Plan ("September 1996 Plan").
The September 1996 Plan authorizes the granting of options to purchase 2,500,000
shares of the Company's Common Stock. No options may be granted after April 8,
2006.

Under the September 1996 Plan as of September 30, 1998, options to purchase
2,468,000 shares of the Company's Common Stock at $.625 to $1.00 per share
through December 31, 2010 were outstanding, of which options to purchase
1,188,000 shares were exercisable.

As of September 30, 1997, the Company had granted options to purchase
340,000 shares of the Company's Common Stock to certain officers and employees
at an exercise price of $.95 per share. These options expired August 25, 1998.

As of September 30, 1998, the Company had also granted nonqualified stock
options to purchase 700,000 shares of the Company's Common Stock to certain
employees at an exercise price of $1.00 per share. These options expire April 2,
2008 and are exercisable as to 50,000 shares per year beginning March 18, 1999,
plus an additional 20,000 shares per year if the branch where the employees work
meets projected profits each year for five years.

On November 25, 1998, the Board of Directors granted the holders of
incentive stock options to purchase 2,930,000 shares of the Company's Common
Stock the opportunity to cancel their existing options and receive new options
for an equivalent number of shares at $.20 per share which was equal to the
closing price of the Common Stock as reported on the OTC Bulletin Board on that
date. The employees had until February 1, 1999 to decide whether to keep their
existing options or elect to receive the replacement options. All of the holders
of the incentive stock options to purchase 2,930,000 shares of the Company's
Common Stock elected to receive the replacement options. The replacement options
will vest one-third on January 30, 1999, one-third on November 25, 1999 and
one-third on November 25, 2000. Gary L. Cook, the Chief Financial Officer,
Secretary and Treasurer of the Company, exchanged options to purchase 100,000
shares.

Also, on November 25, 1998, the Company granted 2,800,000 nonqualified
stock options to purchase 2,800,000 shares of Common Stock to members of the
Board of Directors at a price of $.20 per share which was equal to the closing
price of the Common Stock as reported on the OTC Bulletin Board on that date.
The options vest at the rate of 20% per year through November 25, 2003 and

<PAGE>

expire on the anniversary date in 2008; provided, that no option will be
exercisable until and unless basic earnings per share of the Company for any
fiscal year commencing with the fiscal year ending September 30, 1999, are equal
to or exceed $0.10 per share. On the same date, options to purchase 1,793,500
shares of Common Stock were granted under the September 1996 Plan to officers
and employees with the same terms except that options relating to 1,093,500
shares do not have the basic earnings per share requirement. These grants
relating to 1,093,500 shares will be incentive options if the shareholders
approve the increase in the number of shares available for grant pursuant to the
September 1996 Plan. If shareholder approval is not obtained, then the options
will be nonqualified options. See "Proposal Number Four."

On February 12, 1999, the Board of Directors granted 103,000 options to 13
employees of the Company. The options will be considered incentive stock options
granted pursuant to the September 1996 Plan if the stockholders approve Proposal
Number Four; otherwise the options will be considered nonstatutory options. The
options are exercisable at $0.40 per share, vest 20% per year through February
11, 2004 and expire February 11, 2009.

On February 18, 1999, the Board of Directors granted 1,415,000 options to
24 employees of the Company. The options will be considered incentive stock
options granted pursuant to the September 1996 Plan if the stockholders approve
Proposal Number Four; otherwise the options will be considered nonstatutory
options. The options are exercisable at $0.40 per share, vest on February 17,
2001 and expire on February 17, 2009.

EMPLOYEE STOCK OWNERSHIP PLAN

On September 22, 1989, the Company's Board of Directors adopted an employee
stock ownership plan ("ESOP") which provides in pertinent part that the Company
may annually contribute tax deductible funds to the ESOP, at its discretion,
which are then allocated to the Company's employees based upon the employees'
wages in relation to the total wages of all employees in the ESOP.

The ESOP provides that more than half of the assets in the ESOP must
consist of the Company's Common Stock. The ESOP is administered by a board of
trustees under the supervision of an advisory committee, both of which are
appointed by the Company's Board of Directors. As of December 15, 1998, the ESOP
owned 448,682 shares of the Company's Common Stock and no other marketable
securities. The shares are contributed at the discretion of the Board of
Directors. For the year ended September 30, 1998, no shares have been
contributed. Employees become vested in the shares of the Company's Common Stock
after six years in the ESOP once the shares have been committed to be released.
Employees are 20% vested after two years, vesting an additional 20% each year up
to 100% after six years in the ESOP.

SAVINGS PLANS

The Company has three retirement saving plans covering all employees who
are over 21 years of age and have completed one year of eligibility service. The
plans meet the qualifications of Section 401(k) of the Internal Revenue Code.
Under the plans, eligible employees can contribute through payroll deductions up
to 15% of their base compensation. The Company makes a discretionary matching
contribution equal to a percentage of the employee's contribution. Officers
participate in the plans in the same manner as other employees.

The Company has no other bonus, profit sharing, pension, retirement, stock
purchase, deferred compensation, or other incentive plans.

<PAGE>

TRANSACTIONS WITH MANAGEMENT AND OTHERS
AND CERTAIN BUSINESS RELATIONSHIPS

In December 1997, the Company entered into the Convertible Debenture
Agreement with Heng Fung Finance, which was subsequently amended and is
described in "Change In Control" of this Proxy Statement. Interest payments
totaling $576,889 that were due through December 31, 1998, arising out of
convertible debentures acquired pursuant to the Convertible Debenture Agreement,
were paid in 1,139,027 shares of Common Stock. The values of the shares of
Common Stock paid were based on the closing prices of the Common Stock as of the
respective due dates of the interest payments.

Since January 1, 1998, Fronteer Capital, which received the proceeds of the
$4,000,000 Convertible Debenture purchased by Heng Fung Private in December 1997
pursuant to the Convertible Debenture Agreement that is described in "Change In
Control" of this Proxy Statement, used a portion of the proceeds to purchase
approximately 119,430,000 shares of the common stock of Heng Fung Holdings in
open market transactions on the Hong Kong Stock Exchange at an average price of
approximately $0.02 per share. The shares of the common stock of Heng Fung
Holdings had a market price of approximately $0.01 per share on December 31,
1998. Fai H. Chan and Robert H. Trapp are the directors and officers of Fronteer
Capital and are directors of Heng Fung Holdings. In addition, Mr. Chan
beneficially owns approximately 10.73% of the outstanding common stock of Heng
Fung Holdings.

Heng Fung Holdings has guaranteed through October 31, 2003, the payment of
each annual 8% cash dividend on the Series B preferred stock that is being
offered by the Company in a private offering if such dividend is not paid by the
Company. In consideration for making such guaranty, the Company issued an
affiliate of Heng Fung Holdings 250,000 shares of the Company's Common Stock
which had a value of $62,500 based on the closing price of $0.25 per share of
the Common Stock on the date of the agreement. If Heng Fung Holdings is required
to make payment as a result of its guaranty, Heng Fung Holdings or its designee
will receive a 12% convertible debenture equivalent to the amount that Heng Fung
Holdings is required to pay on the guaranty unless the act of the Company in
giving Heng Fung Holdings or its designee the 12% convertible debenture would be
deemed to be an illegal distribution under the Colorado Business Corporation
Act. In such event, Heng Fung Holdings or its designee would receive such number
of shares of the Company's Common Stock as is equal to 90% of the market price
of the Common Stock as of the close of business on October 31 or the next
business day, if October 31 is not a business day, on which the dividend is
payable divided into the amount of the dividend.

Each 12% convertible debenture that Heng Fung Holdings or its designee
receives will bear interest at a rate of 12% per annum and interest only will be
payable quarterly with the final payment of the entire unpaid principal balance
and all accrued and unpaid interest, if not sooner paid, due and payable on
October 1, 2003. Interest is payable in cash or in shares of the Company's
Common Stock at the election of Heng Fung Holdings or its designee. Each 12%
convertible debenture will be convertible into shares of the Company's Common
Stock at a price equal to the lower of $0.35 or the market price of the
Company's Common Stock at the time of conversion. In the case of default, the
conversion price will be $0.10 per share of the Company's Common Stock. Heng
Fung Holdings has advised the Company that Heng Fung Holdings would, at this
time, have sufficient liquid assets to pay on its guaranty if it were required
to do so. There are no assurances, however, that Heng Fung Holdings will have
sufficient asset to pay on its guaranty if it were required to do so in the
future.

On April 25, 1998 the Board of Directors approved a resolution to give
350,000 shares of its Common Stock to Heng Fung Finance for its time, efforts,
capital costs and expenses in setting up and operating a New York City office
which was transferred to the Company to be operated as an AFFC institutional
sales location.

On October 7, 1998, eBanker USA.com, Inc. (formerly named Fronteer
Development Finance Inc.), a partially owned subsidiary of the Company
("eBanker"), Heng Fung Finance, and Global Med Technologies, Inc. ("Global")
entered into an agreement whereby eBanker purchased, Heng Fung Finance sold and

<PAGE>

Global consented to the sale of $1,000,000 principal amount of loans made by
Heng Fung Finance to Global along with a warrant to purchase an aggregate of
4,000,000 shares of Global's common stock. eBanker paid Heng Fung Finance
$1,100,000 for the loans and warrants. The loans and warrants purchased by
eBanker were a portion of loans and warrants given pursuant to a joint loan
commitment made by Heng Fung Finance and Fronteer Capital (subsequently
transferred to eBanker) for the benefit of Global.

In February, 1999, the board of directors of Fronteer Development, with the
approval of the Company, agreed to cause Fronteer Development to merge into
eBanker USA.com, Inc., a Colorado corporation incorporated solely for the merger
("eBanker"). The merger was effective March 4, 1999. As a result of the merger,
the Fronteer Development Class B Common Stock, which had a 30 to 1 voting
preference and was owned by the Company (giving the Company 96% of the voting
power and 46% of the equity interest), was exchanged for an equivalent number of
shares of eBanker Common Stock. The eBanker Common Stock has one vote per share.
Therefore, the Company now has 46% of the voting and equity interest in eBanker.
In addition, the Articles of Incorporation of eBanker designate a share of
Series A Preferred Stock. The Series A Preferred Stock gives the holder 50% of
the vote in the election of Directors of eBanker. eBanker sold the Series A
Preferred Stock for $1,000 to Pleasemore, Ltd., a British Virgin Islands company
wholly owned by Fai H. Chan, the Chairman, President and a Director of the
Company.

<PAGE>

PROPOSAL NUMBER TWO

APPROVAL OF THE ADOPTION OF AN AMENDMENT TO ARTICLE I
OF THE ARTICLES OF INCORPORATION OF THE COMPANY
TO CHANGE THE NAME OF THE COMPANY FROM
"FRONTEER FINANCIAL HOLDINGS, LTD."
TO "eVISION USA.COM, INC. "

The Directors of the Company are recommending that Article I of the
Company's Articles of Incorporation be amended to change the name of the Company
from Fronteer Financial Holdings, Ltd. to eVision USA.Com, Inc. The name change
does not signify that the Company is changing its focus from the financial
services industry. Rather, the Directors of the Company recommend such change
because the Directors believe that the current name has very little good will
associated with it and the new name will be more representative of the Company's
plans to expand its operations into new Internet-related operations in the
financial services industry.

If this proposal is approved, the officers of the Company will file an
amendment to the Articles of Incorporation of the Company with the Colorado
Secretary of State to amend Article I. Upon the filing of this amendment, the
name of the Company will change from "Fronteer Financial Holdings, Ltd." to
"eVision USA.Com, Inc."

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE PROPOSAL TO ADOPT
AN AMENDMENT TO ARTICLE I OF THE ARTICLES OF INCORPORATION OF THE COMPANY TO
CHANGE THE NAME OF THE COMPANY FROM "FRONTEER FINANCIAL HOLDINGS, LTD." TO
"eVISION USA.COM, INC."

<PAGE>

PROPOSAL NUMBER THREE

AUTHORIZATION OF BOARD OF DIRECTORS TO ADOPT AN
AMENDMENT TO THE ARTICLES OF INCORPORATION
TO EFFECTUATE A MAXIMUM 1 FOR 20
REVERSE STOCK SPLIT

Summary. The Company's Common Stock was listed on the Nasdaq SmallCap
Market until October 21, 1998, when the Company's Common Stock was delisted from
the Nasdaq Small Cap Market because the Company did not satisfy certain
maintenance requirements established by the National Association of Securities
Dealers, Inc. ("NASD").

In order to again be listed on the Nasdaq SmallCap Market the Company will
have to meet several requirements.

One of these requirements is that the Common Stock have a minimum bid price
of $4.00 per share. As of March 3, 1999, the closing bid price of the Common
Stock was $0.28 per share. As a result, the Company, based on the recent bid
price of the Company's Common Stock, would not be able to have its Common Stock
eligible to be listed on the Nasdaq SmallCap Market without the Company
effectuating a reverse split in a sufficient amount to attempt to assure that
the Company's Common Stock would have a minimum bid price of at least $4.00 per
share. The Board of Directors believes that it is in the best interests of the
Company's stockholders that the Company's Common Stock be included on the Nasdaq
SmallCap Market or another securities trading market at a strategic time in the
future. Accordingly, in anticipation of such strategic time, the Board of
Directors has requested that the stockholders of the Company authorize the Board
of Directors to adopt an amendment to the Company's Articles of Incorporation at
such time as the Board of Directors deems it appropriate to effectuate a maximum
1 for 20 reverse split of the Company's outstanding Common Stock in such manner
as is deemed necessary by the Board of Directors in order for the Company to be
listed on the Nasdaq SmallCap Market or to obtain a listing on another trading
system of the NASD, a national securities exchange or another securities trading
market as selected by the Board of Directors in its sole discretion. If such
authority is provided to the Board of Directors, it will enable the Board of
Directors to effectuate a maximum 1 for 20 reverse split of the Company's
outstanding Common Stock without further action by the stockholders and enable
the Company to expeditiously effectuate a reverse split for the aforementioned
purposes. Any fractional shares resulting from any reverse stock split will be
rounded up to the next whole share.

Effect of Reverse Stock Split on Stockholders. The amount of a reverse
split, up to a maximum 1 for 20, and the date when a reverse split will occur,
if at all, will be determined by the Board of Directors in its sole discretion.
The reverse stock split will result in each stockholder of record, as of a
specific record date to be determined by the Board of Directors, owning a
proportionately smaller number of shares with the end result being that each
stockholder maintains the proportionate number of shares in the Company's Common
Stock that each stockholder owned prior to such reverse stock split. For
example, with each of the following numbers used for hypothetical purposes only,
if a stockholder owned 1,811,708 shares of 18,117,084 shares outstanding on a
record date determined by the Board of Directors, and if the Board of Directors
effectuates a 1 for 10 reverse stock split, then subsequent to the reverse stock
split such stockholder would own 181,171 shares of the 1,811,708 shares
outstanding. Similarly, the same shareholder would own 90,586 shares out of
905,856 shares if the Board of Directors effectuates a 1 for 20 reverse stock
split. The stockholder would maintain a 10% ownership interest in the
outstanding Common Stock both prior to and subsequent to the hypothetical
reverse stock splits. A reverse stock split effectuated by the Board of
Directors would not, by itself, result in any taxable distributions or any
dilution to the stockholders.

<PAGE>

As mentioned above, the closing bid price of the Company's Common Stock on
March 3, 1999, was $0.28 per share. Assuming the Board of Directors had
effectuated a 1 for 10 reverse split as of March 3, 1999, theoretically the
closing bid price that day would have been $2.80 per share. Assuming the Board
of Directors had effectuated a 1 for 20 reverse split as of March 3, 1999,
theoretically the closing bid price that day would have been $5.60. The
aforementioned are for illustration purposes only. There are no assurances that
the Company's Common Stock would trade after a reverse split at a price directly
proportional to the price that the Common Stock traded at prior to the reverse
split. In most cases, the public trading price of a security after a reverse
split will be less than a price that is proportional to the price before the
reverse split.

AUTHORIZATION OF THE BOARD OF DIRECTORS TO ADOPT AN AMENDMENT TO THE
ARTICLES OF INCORPORATION TO EFFECTUATE A MAXIMUM 1 FOR 20 REVERSE SPLIT.

PROPOSAL NUMBER FOUR

APPROVAL OF THE ADOPTION OF AN AMENDMENT TO THE SEPTEMBER
1996 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN TO
INCREASE THE NUMBER OF SHARES OF COMMON STOCK
OF THE COMPANY THAT ARE AUTHORIZED TO BE
OPTIONED AND SOLD UNDER SUCH PLAN
FROM 2,500,000 TO 7,500,000

Summary. The Company's Board of Directors has adopted and the shareholders
have approved the September 1996 Incentive and Nonstatutory Stock Option Plan,
as amended by a First and Second Amendment (the "September 1996 Plan"). A copy
of the September 1996 Plan is attached to this Proxy Statement as Exhibit A. The
following is a brief summary of the September 1996 Plan, which is qualified in
its entirety by reference to Exhibit A.

Options granted under the September 1996 Plan may be either nonstatutory
stock options or incentive stock options. The purpose of the September 1996 Plan
is to advance the interests of the Company, its stockholders and its
subsidiaries by encouraging and enabling selected officers, directors,
employees, and consultants of the Company, upon whose judgment, initiative and
effort the Company is largely dependent for the successful conduct of its
business, to acquire and retain a proprietary interest in the Company by
ownership of its stock through the exercise of stock options.

Amount of Common Stock Subject to Options Under the September 1996 Plan.
The September 1996 Plan currently provides for the grant of stock options
covering an aggregate of 2,500,000 shares of Common Stock. The number of shares
of Common Stock subject to options is subject to equitable adjustments for any
stock dividends, stock splits, reverse stock splits, combinations,
recapitalizations, reclassifications or any other similar changes which may be
required in order to prevent dilution. Any option which is not exercised prior
to expiration or which otherwise terminates will thereafter be available for
further grant under the September 1996 Plan. See "Stock Option Plans" above
regarding Nonstatutory Options and Incentive Options outstanding as of September
30, 1998. The Company's Board of Directors has approved the Second Amendment, a
copy of which is included as a part of Exhibit A, to the September 1996 Plan to
increase to 7,500,000 the number of shares eligible to be granted under the
September 1996 Plan.

Administration of the September 1996 Plan. The September 1996 Plan may be
administered by the Board of Directors or by a committee appointed by the Board
of Directors consisting of not fewer than two non-employee members of the Board
of Directors (the "Committee"). Subject to the conditions set forth in the
September 1996 Plan, the Board of Directors or the Committee has full and final
authority to determine the number of shares to be represented by each option,
the individuals to whom and the time or times at which such options shall be

<PAGE>

granted and be exercisable, their exercise prices and the terms and provisions
of the respective agreements to be entered into at the time of grant, which may
vary. The September 1996 Plan is intended to be flexible and a significant
amount of discretion is vested in the Board of Directors or the Committee with
respect to all aspects of the options to be granted under the September 1996
Plan.

Participants. Nonstatutory Options may be granted under the September 1996
Plan to any person who is or who agrees to become an officer, director, employee
or consultant of the Company or any of its subsidiaries. Incentive Options may
be granted only to persons who are employees of the Company or any of its
subsidiaries. As of March 3, 1999, the Company and its subsidiaries had
approximately 220 employees. The participants will not be required to pay any
sums for the granting of options, but may be required to pay the Company for
extending the options. As of September 30, 1998, the Board of Directors had
granted Incentive Options to purchase 1,158,000 shares of the Company's Common
Stock at a price of $.625 per share under the September 1996 Plan, all of which
were granted to employees of the Company and all of which expire by September 9,
2006 if not previously exercised.

On November 25, 1998, the Board of Directors granted 1,793,500 options to
167 employees of the Company. The options will be considered incentive stock
options granted pursuant to the September 1996 Plan if the stockholders approve
Proposal Number Four; otherwise the options will be considered nonstatutory
options. The options are exercisable at $0.20 per shar, vest 20% per year
through November 25, 2003 and expire November 24, 2008.

Exercise Price. The exercise price of each nonstatutory option granted
under the September 1996 Plan will be determined by the Board or the Committee.
The exercise price of each incentive option granted under the September 1996
Plan will be determined by the Board of Directors or the Committee and will in
no event be less than 100% (110% in the case of a person who owns directly or
indirectly more than 10% of the Common Stock) of the fair market value of the
shares on the date of grant. The payment of the exercise price of an option may
be made in cash or shares of Common Stock, as more fully described under
"Consideration and Method of Payment" and "Exercise of Option" in the September
1996 Plan. Fair market value will be determined by the Board of Directors or the
Committee in accordance with the September 1996 Plan and such determination
shall be binding upon the Company and upon the holder. The closing sale price of
the Common Stock on March 3, 1999 was $0.28 per share.

Terms of Options. Options may be granted for a term of up to 10 years (five
years in the case of incentive options granted to a person who owns directly or
indirectly more than 10% of the Company's outstanding Common Stock), which may
extend beyond the term of the September 1996 Plan.

Exercise of Options. The terms governing the exercise of options granted
under the September 1996 Plan shall be determined by the Board of Directors or
the Committee, which may limit the number of options exercisable in any period.
Payment of the exercise price upon exercise of an option may be made in any
combination of cash and shares of Common Stock, including the automatic
application of shares of Common Stock received upon exercise of an option to
satisfy the exercise price of additional options (unless the Board or the

<PAGE>

Committee provides otherwise). Where payment is made in Common Stock, such
Common Stock shall be valued for such purpose at the fair market value of such
shares on the date of exercise.

Nontransferability. Incentive options granted under the September 1996 Plan
are not transferable or assignable, other than by will or the laws of descent
and distribution and, during the lifetime of the holder, options are exercisable
only by the holder. Nonstatutory options are not required to contain
restrictions on transferability.

Termination of Relationship. Except as the Board of Directors or the
Committee may expressly determine otherwise, if the holder of an incentive
option ceases to be employed by or to have another qualifying relationship (such
as that of director) with the Company or any of its subsidiaries other than by
reason of the holder's death or permanent disability, all incentive options
granted to such holder under the September 1996 Plan shall terminate
immediately, except for incentive options which were exercisable on the date of
such termination of relationship, which incentive options shall terminate 90
days after the date of such termination of relationship, unless such incentive
options specify by their terms an earlier expiration or termination date. In the
event of the death or permanent disability of the holder of an incentive option,
options may be exercised to the extent that the holder might have exercised the
options on the date of death or permanent disability for a period of up to 12
months following the date of death or permanent disability, unless by their
terms the options expire before the end of such 12 month period.

Amendment and Termination of the September 1996 Plan. The Board of
Directors may at any time and from time to time amend or terminate the September
1996 Plan, but may not, without the approval of the stockholders of the Company
representing a majority of the voting power present at a stockholders' meeting
or represented and entitled to vote thereon, or by unanimous written consent of
the stock holders, (i) increase the maximum number of shares of Common Stock
subject to options which may be granted under the September 1996 Plan, other
than in connection with an equitable adjustment, (ii) change the class of
employees eligible for incentive options, or (iii) make any material amendment
under the September 1996 Plan that must be approved by the Company's
stockholders for the Board of Directors to be able to grant incentive options
under the September 1996 Plan. No amendment or termination of the September 1996
Plan by the Board of Directors may alter or impair any of the rights under any
option granted under the September 1996 Plan without the holder's written
consent.

Effective Date and Term of the September 1996 Plan. Options may be granted
under the September 1996 Plan during its 10 year term, which commenced on
September 10, 1997.

Certain Federal Income Tax Consequences.

Incentive Options. The Company believes that with respect to incentive
options granted under the September 1996 Plan, no income generally will be
recognized by an optionee for federal income tax purposes at the time such an
option is granted or at the time it is exercised. If the optionee makes no
disposition of the shares so received within two years from the date the
incentive option was granted and one year from the receipt of the shares
pursuant to the exercise of the incentive option, the optionee will generally
recognize long term capital gain or loss upon disposition of the shares.

If the optionee disposes of shares acquired by exercise of an incentive
option before the expiration of the applicable holding period, any amount
realized from such a disqualifying disposition will be taxable as ordinary
income in the year of disposition generally to the extent that the lesser of the
fair market value of the shares on the date the option was exercised or the fair
market value at the time of such disposition exceeds the exercise price. Any
amount realized upon such a disposition in excess of the fair market value of
the shares on the date of exercise generally will be treated as long term or
short term capital gain, depending on the holding period of the shares. A

<PAGE>

disqualifying disposition will include the use of shares acquired upon exercise
of an incentive option in satisfaction of the exercise price of another option
prior to the satisfaction of the applicable holding period.

The Company will not be allowed a deduction for federal income tax purposes
at the time of the grant or exercise of an incentive option. At the time of a
disqualifying disposition by an optionee, the Company will be entitled to a
deduction for federal income tax purposes equal to the amount taxable to the
optionee as ordinary income in connection with such disqualifying disposition
(assuming that such amount constitutes reasonable compensation).

Nonstatutory Options. The Company believes that the grant of a nonstatutory
option under the September 1996 Plan will not be subject to federal income tax.
Upon exercise, the optionee generally will recognize ordinary income, and the
Company will be entitled to a corresponding deduction for federal income tax
purposes (assuming that such compensation is reasonable), in an amount equal to
the excess of the fair market value of the shares on the date of exercise over
the exercise price. Gain or loss on the subsequent sale of shares received on
exercise of a nonstatutory option generally will be long term or short term
capital gain or loss, depending on the holding period of the shares.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE APPROVAL AN
AMENDMENT TO THE SEPTEMBER 1996 PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON
STOCK OF THE COMPANY THAT ARE AUTHORIZED TO BE OPTIONED AND SOLD UNDER THE PLAN
FROM 2,500,000 TO 7,500,000.

INDEPENDENT PUBLIC ACCOUNTANTS

Representatives of KPMG Peat Marwick LLP, the Company's principal
independent accountants for the three fiscal years ended September 30, 1998, are
expected to be present at the Meeting, have an opportunity to make a statement
if they desire to do so and to be available to respond to appropriate questions.

<PAGE>

1998 ANNUAL REPORT TO STOCKHOLDERS

Included with this Proxy Statement is the Company's 1998 Annual Report on
Form 10-K for the fiscal year ended September 30, 1998. The Company will
provide, without charge, an additional copy of the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 1998, as required to be filed
with the Securities and Exchange Commission pursuant to the Securities Exchange
Act of 1934, as amended, upon written request to Gary L. Cook, Secretary, at the
Company at its principal offices, One Norwest Center, 1700 Lincoln Street, 32nd
Floor, Denver, Colorado, 80203. Each such request must set forth a good faith
representation that, as of March 3, 1999, the person making the request was a
beneficial owner of the Company's Common Stock. The exhibits to the Annual
Report on Form 10-K for the fiscal year ended September 30, 1998 may be obtained
by any shareholder upon written request to Gary L. Cook. Each person making any
such request will be required to pay a fee of $0.25 per page to cover the
Company's expenses in furnishing such exhibits.

STOCKHOLDER PROPOSALS

Proposals of stockholders intended to be presented at the next annual
meeting of the Company's stockholders must be received by the Company within a
reasonable time prior to the mailing of the proxy statement for such Meeting but
no later than November 16, 1999. Proxies that confer discretionary authority
will not be able to be voted on stockholder proposals which stockholders do not
request be included in the Company's proxy statement to be used in connection
with the Company's Annual Meeting of Stockholders if by January 31, 2000, the
stockholder provides the Company with advance written notice of such proposal.
Therefore, if a stockholder fails to so notify the Company of such a stockholder
proposal by January 31, 2000, proxies that confer discretionary authority will
be able to be voted when the proposal is presented at the Annual Meeting of
Stockholders.

SOLICITATION OF PROXIES

The cost of soliciting proxies, including the cost of preparing, assembling
and mailing this proxy material to stockholders, will be borne by the Company.
Solicitations will be made only by use of the mails, except that, if necessary
to obtain a quorum, officers and regular employees of the Company may make
solicitations of proxies by telephone or electronic facsimile or by personal
calls. Brokerage houses, custodians, nominees and fiduciaries will be requested
to forward the proxy soliciting material to the beneficial owners of the
Company's shares held of record by such persons and the Company will reimburse
them for their charges and expenses in this connection.

OTHER BUSINESS

The Company's Board of Directors does not know of any matters to be
presented at the Meeting other than the matters set forth herein. If any other
business should come before the Meeting, the persons named in the enclosed form
of Proxy will vote such Proxy according to their judgment on such matters.

BY ORDER OF THE BOARD OF DIRECTORS

Denver, Colorado
March 15, 1999 GARY L. COOK, SECRETARY

<PAGE>

EXHIBIT A

SECOND AMENDMENT TO
FRONTEER FINANCIAL HOLDINGS, LTD.
SEPTEMBER 1996 INCENTIVE AND NONSTATUTORY
STOCK OPTION PLAN

THIS SECOND AMENDMENT ("Amendment") is made as of this 25th day of
November, 1998 to the Fronteer Financial Holdings, Ltd. ("Company") September
1996 Incentive and Nonstatutory Stock Option Plan ("Plan"). In the event of any
conflict between the terms of this Amendment and the terms of the Plan, the
terms of this Amendment shall control. All capitalized terms not defined in this
Amendment shall have their respective meanings set forth in the Plan.

The Plan shall be amended as follows:

1. Stock Subject to the Plan. The first sentence of Section 3 of the Plan
is hereby deleted and replaced with the following sentence:

"Subject to the provisions of Section 11 of the Plan, the maximum
aggregate number of Shares which may be optioned and sold under the
Plan is 7,500,000 shares of Common Stock."

2. Amendment and Termination of the Plan. Subsection 13.a.(i) of the Plan
is hereby deleted and replaced with the following;

"(i) An increase in the number of Shares subject to the Plan above
7,500,000 Shares, other than in connection with an adjustment under
Section 11 of the Plan;"

3. Ratification. Except as modified herein, the terms and conditions of the
Plan are hereby ratified by this Amendment.

IN WITNESS WHEREOF, the Company has caused its duly authorized officer to
execute this Amendment effective as of the date first set forth above.

FRONTEER FINANCIAL HOLDINGS, LTD.,
a Colorado corporation

By: /s/ Fai H. Chan
------------------------------------------------
Fai H. Chan, Chairman of the Board and President

1
<PAGE>

FIRST AMENDMENT TO
FRONTEER FINANCIAL HOLDINGS, LTD.
SEPTEMBER 1996 INCENTIVE AND NONSTATUTORY
STOCK OPTION PLAN

THIS FIRST AMENDMENT ("Amendment") is made as of this 19th day of February,
1997 to the Fronteer Financial Holdings, Ltd. ("Company") September 1996
Incentive and Nonstatutory Stock Option Plan ("Plan"). In the event of any
conflict between the terms of this Amendment and the terms of the Plan, the
terms of this Amendment shall control. All capitalized terms not defined in this
Amendment shall have their respective meanings set forth in the Plan.

The Plan shall be amended as follows:

1. Stock Subject to the Plan. The first sentence of Section 3 of the Plan
is hereby deleted and replaced with the following sentence:

"Subject to the provisions of Section 11 of the Plan, the maximum
aggregate number of Shares which may be optioned and sold under the
Plan is 2,500,000 shares of Common Stock."

2. Amendment and Termination of the Plan. Subsection 13.a.(i) of the Plan
is hereby deleted and replaced with the following:

"(i) An increase in the number of Shares subject to the Plan above
2,500,000 Shares, other than in connection with an adjustment under
Section 11 of the Plan;"

3. Ratification. Except as modified herein, the terms and conditions of the
Plan are hereby ratified by this Amendment.

IN WITNESS WHEREOF, the Company has caused its duly authorized officer to
execute this Amendment effective as of the date first set forth above.

FRONTEER FINANCIAL HOLDINGS, LTD.,
a Colorado corporation

By: /s/ R. A. Fitzner, Jr.
----------------------------------------
R.A. Fitzner, Jr., Chairman of the Board

2
<PAGE>

FRONTEER FINANCIAL HOLDINGS, LTD.

SEPTEMBER 1996 INCENTIVE AND NONSTATUTORY
STOCK OPTION PLAN

1. Purpose of the Plan. The purposes of this September 1996 Incentive and
Nonstatutory Stock Option Plan are to attract and retain the best available
personnel for positions of substantial responsibility, to provide additional
incentive to the Employees and Consultants of the Company and to promote the
success of the Company's business. Options granted hereunder may be either
"incentive stock options," as defined in Section 422 of the Internal Revenue
Code of 1986, as amended, or "nonstatutory stock options," at the discretion of
the Board and as reflected in the terms of the written stock option agreement.

2. Definitions. As used herein, the following definitions shall apply:

a. "Board" shall mean the Committee, if one has been appointed, or the
Board of Directors of the Company if no Committee is appointed.

b. "Code" shall mean the Internal Revenue Code of 1986, as amended.

c. "Common Stock" shall mean the $0.01 par value common stock of the
Company.

d. "Company" shall mean Fronteer Financial Holdings, Ltd., a Colorado
corporation.

e. "Committee" shall mean the Committee appointed by the Board in
accordance with paragraph (a) of Section 4 of the Plan, if one is
appointed, or the Board if no committee is appointed.

f. "Consultant" shall mean any person who is engaged by the Company or
any Subsidiary to render consulting services and is compensated for such
consulting services, but does not include a director of the Company who
receives compensation solely in his capacity as a director of the Company.

g. "Continuous Status as an Employee" shall mean the absence of any
interruption or termination of service as an Employee. Continuous Status as
an Employee shall not be considered interrupted in the case of sick leave,
military leave, or any other leave of absence approved by the Board;
provided that such leave is for a period of not more than 90 days or
reemployment upon the expiration of such leave is guaranteed by contract or
statute.

h. "Employee" shall mean any person, including officers and directors,
employed by the Company or any Parent or Subsidiary of the Company. The
payment of a director's fee by the Company shall not be sufficient to
constitute "employment" by the Company.

i. "Incentive Stock Option" shall mean an Option which is intended to
qualify as an incentive stock option within the meaning of Section 422 of
the Code and which shall be clearly identified as such in the written Stock
Option Agreement provided by the Company to each Optionee granted an
Incentive Stock Option under the Plan.

j. "Non-Employee Director" shall mean a director who:

(i) Is not currently an officer (as defined in Section 16a-1(f)
of the Securities Exchange Act of 1934, as amended) of the Company or
a Parent or Subsidiary of the Company, or otherwise currently employed
by the Company or a Parent or Subsidiary of the Company.

(ii) Does not receive compensation, either directly or
indirectly, from the Company or a Parent or Subsidiary of the Company,
for services rendered as a Consultant or in any capacity other than as
a director, except for an amount that does not exceed the dollar

<PAGE>

amount for which disclosure would be required pursuant to Item 404(a)
of Regulation S-K adopted by the United States Securities and Exchange
Commission.

(iii) Does not possess an interest in any other transaction for
which disclosure would be required pursuant to Item 404(a) of
Regulation S-K adopted by the United States Securities and Exchange
Commission.

k. "Nonstatutory Stock Option" shall mean an Option granted under this
Plan which does not qualify as an Incentive Stock Option and which shall be
clearly identified as such in the written Stock Option Agreement provided
by the Company to each Optionee granted a Nonstatutory Stock Option under
this Plan. To the extent that the aggregate fair market value of Optioned
Stock to which Incentive Stock Options granted under Options to an Employee
are exercisable for the first time during any calendar year (under the Plan
and all plans of the Company or any Parent or Subsidiary) exceeds $100,000,
such Options shall be treated as Nonstatutory Stock Options under the Plan.
The aggregate fair market value of the Optioned Stock shall be determined
as of the date of grant of each Option and the determination of which
Incentive Stock Options shall be treated as qualified incentive stock
options under Section 422 of the Code and which Incentive Stock Options
exercisable for the first time in a particular year in excess of the
$100,000 limitation shall be treated as Nonstatutory Stock Options shall be
determined based on the order in which such Options were granted in
accordance with Section 422(d) of the Code.

l. "Option" shall mean an Incentive Stock Option, a Nonstatutory Stock
Option or both as identified in a written Stock Option Agreement
representing such stock option granted pursuant to the Plan.

m. "Optioned Stock" shall mean the Common Stock subject to an Option.

n. "Optionee" shall mean an Employee or other person who is granted an
option.

o. "Parent" shall mean a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.

p. "Plan" shall mean this September 1996 Incentive and Nonstatutory
Stock Option Plan.

q. "Share" shall mean a share of the Common Stock of the Company, as
adjusted in accordance with Section 11 of the Plan.

r. "Stock Option Agreement" shall mean the agreement to be entered
into between the Company and each Optionee which shall set forth the terms
and conditions of each Option granted to each Optionee, including the
number of Shares underlying such Option and the exercise price of each
Option granted to such Optionee under such agreement.

s. "Subsidiary" shall mean a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

3. Stock Subject to the Plan. Subject to the provisions of Section 11 of
the Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is 1,750,000 shares of Common Stock. The Shares may be
authorized, but unissued, or reacquired Common Stock. If an Option should expire
or become unexercisable for any reason without having been exercised in full,
the unpurchased Shares which were subject thereto shall, unless the Plan shall
have been terminated, become available for future grant under the Plan.

4. Administration of the Plan.

a. Procedure. The Plan shall be administered by the Board or a
Committee appointed by the Board consisting of two or more Non-Employee
Directors to administer the Plan on behalf of the Board, subject to such
terms and conditions as the Board may prescribe.

4
<PAGE>

(i) Once appointed, the Committee shall continue to serve until
otherwise directed by the Board (which for purposes of this paragraph
(a)(i) of this Section 4 shall be the Board of Directors of the
Company). From time to time the Board may increase the size of the
Committee and appoint additional members thereof, remove members (with
or without cause) and appoint new members in substitution therefor,
fill vacancies however caused, or remove all members of the Committee
and thereafter directly administer the Plan.

(ii) Members of the Board who are granted, or have been granted,
Options may vote on any matters affecting the administration of the
Plan or the grant of any Options pursuant to the Plan.

b. Powers of the Board. Subject to the provisions of the Plan, the
Board shall have the authority, in its discretion:

(i) To grant Incentive Stock Options, in accordance with Section
422 of the Code and Nonstatutory Stock Options or both as provided and
identified in a separate written Stock Option Agreement to each
Optionee granted such Option or Options under the Plan; provided
however, that in no event shall an Incentive Stock Option and a
Nonstatutory Stock Option granted to any Optionee under a single Stock
Option Agreement be subject to a "tandem" exercise arrangement such
that the exercise of one such Option affects the Optionee's right to
exercise the other Option granted under such Stock Option Agreement;

(ii) To determine, upon review of relevant information and in
accordance with Section 8(b) of the Plan, the fair market value of the
Common Stock;

(iii) To determine the exercise price per Share of Options to be
granted, which exercise price shall be determined in accordance with
Section 8(a) of the Plan;

(iv) To determine the Employees or other persons to whom, and the
time or times at which, Options shall be granted and the number of
Shares to be represented by each Option;

(v) To interpret the Plan;

(vi) To prescribe, amend and rescind rules and regulations
relating to the Plan;

(vii) To determine the terms and provisions of each Option
granted (which need not be identical) and, with the consent of the
holder thereof, modify or amend each Option;

(viii) To accelerate or defer (with the consent of the Optionee)
the exercise date of any Option, consistent with the provisions of
Section 7 of the Plan;

(ix) To authorize any person to execute on behalf of the Company
any instrument required to effectuate the grant of an Option
previously granted by the Board; and

(x) To make all other determinations deemed necessary or
advisable for the administration of the Plan.

c. Effect of Board's Decision. All decisions, determinations and
interpretations of the Board shall be final and binding on all Optionees
and any other permissible holders of any Options granted under the Plan.

5. Eligibility.

a. Persons Eligible. Options may be granted to any person selected by
the Board. Incentive Stock Options may be granted only to Employees. An
Employee, who is also a director of the Company, its Parent or a

<PAGE>

Subsidiary, shall be treated as an Employee for purposes of this Section 5.
An Employee or other person who has been granted an Option may, if he is
otherwise eligible, be granted an additional Option or Options.

b. No Effect on Relationship. The Plan shall not confer upon any
Optionee any right with respect to continuation of employment or other
relationship with the Company nor shall it interfere in any way with his
right or the Company's right to terminate his employment or other
relationship at any time.

6. Term of Plan. The Plan shall become effective at 2:30 p.m. on September
10, 1996. It shall continue in effect until September 9, 2006, unless sooner
terminated under Section 13 of the Plan.

7. Term of Option. The term of each Option shall be 10 years from the date
of grant thereof or such shorter term as may be provided in the Stock Option
Agreement. However, in the case of an Option granted to an Optionee who, at the
time the Option is granted, owns stock representing more than 10% of the total
combined voting power of all classes of stock of the Company or any Parent or
Subsidiary, if the Option is an Incentive Stock Option, the term of the Option
shall be five years from the date of grant thereof or such shorter time as may
be provided in the Stock Option Agreement.

8. Exercise Price and Consideration.

a. Exercise Price. The per Share exercise price for the Shares to be
issued pursuant to exercise of an Option shall be such price as is
determined by the Board, but the per Share exercise price under an
Incentive Stock Option shall be subject to the following:

(i) If granted to an Employee who, at the time of the grant of
such Incentive Stock Option, owns stock representing more than 10 % of
the voting power of all classes of stock of the Company or any Parent
or Subsidiary, the per Share exercise price shall not be less than
110% of the fair market value per Share on the date of grant.

(ii) If granted to any other Employee, the per Share exercise
price shall not be less than 100% of the fair market value per Share
on the date of grant.

b. Determination of Fair Market Value. The fair market value per Share
on the date of grant shall be determined as follows:

(i) If the Common Stock is listed on the New York Stock Exchange,
the American Stock Exchange or such other securities exchange
designated by the Board, or admitted to unlisted trading privileges on
any such exchange, or if the Common Stock is quoted on a National
Association of Securities Dealers, Inc. system that reports closing
prices, the fair market value shall be the closing price of the Common
Stock as reported by such exchange or system on the day the fair
market value is to be determined, or if no such price is reported for
such day, then the determination of such closing price shall be as of
the last immediately preceding day on which the closing price is so
reported;

(ii) If the Common Stock is not so listed or admitted to unlisted
trading privileges or so quoted, the fair market value shall be the
average of the last reported highest bid and the lowest asked prices
quoted on the National Association of Securities Dealers, Inc.
Automated Quotations System or, if not so quoted, then by the National
Quotation Bureau, Inc. on the day the fair market value is determined;
or

(iii) If the Common Stock is not so listed or admitted to
unlisted trading privileges or so quoted, and bid and asked prices are
not reported, the fair market value shall be determined in such
reasonable manner as may be prescribed by the Board.

c. Consideration and Method of Payment. The consideration to be paid
for the Shares to be issued upon exercise of an Option, including the
method of payment, shall be determined by the Board and may consist
entirely of cash, check, other shares of Common Stock having a fair market
value on the date of exercise equal to the aggregate exercise price of the

<PAGE>

Shares as to which said Option shall be exercised, or any combination of
such methods of payment, or such other consideration and method of payment
for the issuance of Shares to the extent permitted under the Colorado
Business Corporation Act.

9. Exercise of Option.

a. Procedure for Exercise: Rights as a Shareholder. Any Option granted
hereunder shall be exercisable at such times and under such conditions as
determined by the Board, including performance criteria with respect to the
Company and/or the Optionee, and as shall be permissible under the terms of
the Plan.

An Option may provide the Optionee with the right to exchange, in a
cashless transaction, all or part of the Option for Common Stock of the
Company on terms and conditions determined by the Board and included in the
Stock Option Agreement.

An Option may not be exercised for a fraction of a Share.

An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for
the Shares with respect to which the Option is exercised has been received
by the Company. Full payment, as authorized by the Board, may consist of a
consideration and method of payment allowable under Section 8(c) of the
Plan. Until the issuance (as evidenced by the appropriate entry on the
books of the Company or of the duly authorized transfer agent of the
Company) of the stock certificate evidencing such Shares, no right to vote
or receive dividends or any other rights as a shareholder shall exist with
respect to the Optioned Stock, notwithstanding the exercise of the Option.
No adjustment will be made for a dividend or other right for which the
record date is prior to the date the stock certificate is issued, except as
provided in Section 11 of the Plan.

Exercise of an Option in any manner shall result in a decrease in the
number of Shares which thereafter may be available, both for purposes of
the Plan and for sale under the Option, by the number of Shares as to which
the Option is exercised.

b. Termination of Status as an Employee. In the case of an Incentive
Stock Option, if any Employee ceases to serve as an Employee, he may, but
only within such period of time not exceeding three months as is determined
by the Board at the time of grant of the Option after the date he ceases to
be an Employee of the Company, exercise his Option to the extent that he
was entitled to exercise it at the date of such termination. To the extent
that he was not entitled to exercise the Option at the date of such
termination, or if he does not exercise such Option (which he was entitled
to exercise) within the time specified herein, the Option shall terminate.

c. Disability of Optionee. In the case of an Incentive Stock Option,
notwithstanding the provisions of Section 9(b) above, in the event an
Employee is unable to continue his employment with the Company as a result
of his total and permanent disability (as defined in Section 22(e)(3) of
the Code), he may, but only within such period of time not exceeding 12
months as is determined by the Board at the time of grant of the Option,
from the date of termination, exercise his Option to the extent he was
entitled to exercise it at the date of such termination. To the extent that
he was not entitled to exercise the Option at the date of termination, or
if he does not exercise such Option (which he was entitled to exercise)
within the time specified herein, the Option shall terminate.

d. Death of Optionee. In the case of an Incentive Stock Option, in the
event of the death of the Optionee:

(i) During the term of the Option if the Optionee was at the time
of his death an Employee the Company and had been in Continuous Status
as an Employee or Consultant since the date of grant of the Option,
the Option may be exercised, at any time within 12 months following
the date of death, by the Optionee's estate or by a person who
acquired the right to exercise the Option by bequest or inheritance,

<PAGE>

but only to the extent of the right to exercise that would have
accrued had the Optionee continued living and remained in Continuous
Status as an Employee 12 months after the date of death; or

(ii) Within such period of time not exceeding three months as is
determined by the Board at the time of grant of the Option after the
termination of Continuous Status as an Employee, the Option may be
exercised, at any time within 12 months following the date of death,
by the Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only to the extent
of the right to exercise that had accrued at the date of termination.

10. Nontransferability of Options. In the case of an Incentive Stock
Option, the Option may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent and distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee.

11. Adjustments Upon Changes in Capitalization or Merger. Subject to any
required action by the shareholders of the Company, the number of Shares covered
by each outstanding Option, and the number of Shares which have been authorized
for issuance under the Plan but as to which no Options have yet been granted or
which have been returned to the Plan upon cancellation or expiration of any
Option, as well as the price per Share covered by each such outstanding Option,
shall be proportionately adjusted for any increase or decrease in the number of
issued Shares resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of Shares subject to an Option.

In the event of the proposed dissolution or liquidation of the Company, the
Option will terminate immediately prior to the consummation of such proposed
action, unless otherwise provided by the Board. The Board may, in the exercise
of its sole discretion in such instances, declare that any Option shall
terminate as of a date fixed by the Board and give each Optionee the right to
exercise his Option as to all or any part of the Optioned Stock, including
Shares as to which the Option would not otherwise be exercisable. In the event
of the proposed sale of all or substantially all of the assets of the Company,
or the merger of the Company with or into another corporation in a transaction
in which the Company is not the survivor, the Option shall be assumed or an
equivalent option shall be substituted by such successor corporation or a parent
or subsidiary of such successor corporation, unless the Board determines, in the
exercise of its sole discretion and in lieu of such assumption or substitution,
that the Optionee shall have the right to exercise the Option as to all of the
Optioned Stock, including Shares as to which the Option would not otherwise be
exercisable. If the Board makes an Option fully exercisable in lieu of
assumption or substitution in the event of such a merger or sale of assets, the
Board shall notify the Optionee that the Option shall be fully exercisable for a
period of 30 days from the date of such notice, and the Option will terminate
upon the expiration of such period.

12. Time of Granting Options. The date of grant of an Option shall, for all
purposes, be the date on which the Board makes the determination granting such
Option. Notice of the determination shall be given to each Employee or other
person to whom an Option is so granted within a reasonable time after the date
of such grant. Within a reasonable time after the date of the grant of an
Option, the Company shall enter into and deliver to each Employee or other
person granted such Option a written Stock Option Agreement as provided in
Sections 2(r) and 16 hereof, setting forth the terms and conditions of such
Option and separately identifying the portion of the Option which is an
Incentive Stock Option and/or the portion of such Option which is a Nonstatutory
Stock Option.

13. Amendment and Termination of the Plan.

a. Amendment and Termination. The Board may amend or terminate the
Plan from time to time in such respects as the Board may deem advisable;
provided that, the following revisions or amendments shall require approval
of the shareholders of the Company in the manner described in Section 17 of
the Plan:

8
<PAGE>

(i) An increase in the number of Shares subject to the Plan above
1,750,000 Shares, other than in connection with an adjustment under
Section 11 of the Plan;

(ii) Any change in the designation of the class of Employees
eligible to be granted Incentive Stock Options; or

(iii) Any material amendment under the Plan that would have to be
approved by the shareholders of the Company for the Board to continue
to be able to grant Incentive Stock Options under the Plan.

b. Effect of Amendment or Termination. Any such amendment or
termination of the Plan shall not affect Options already granted and such
Options shall remain in full force and effect as if the Plan had not been
amended or terminated, unless mutually agreed otherwise between the
Optionee and the Board, which agreement must be in writing and signed by
the Optionee and the Company.

14. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant
to the exercise of an Option unless the exercise of such Option and the issuance
and delivery of such Shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, the rules and
regulations promulgated thereunder, applicable state securities laws, and the
requirements of any stock exchange upon which the Shares may then be listed, and
shall be further subject to the approval of legal counsel for the Company with
respect to such compliance.

As a condition to the existence of an Option, the Company may require the
person exercising such Option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares and such other
representations and warranties which in the opinion of legal counsel for the
Company, are necessary or appropriate to establish an exemption from the
registration requirements under applicable federal and state securities laws
with respect to the acquisition of such Shares.

15. Reservation of Shares. The Company, during the term of this Plan, will
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan. Inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's legal counsel to be necessary for the lawful issuance
and sale of any Share hereunder, shall relieve the Company of any liability
relating to the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.

16. Option Agreement. Each Option granted to an Employee or other persons
shall be evidenced by a written Stock Option Agreement in such form as the Board
shall approve.

17. Shareholder Approval. Continuance of the Plan shall be subject to
approval by the shareholders of the Company on or before September 9, 1997. If
such shareholder approval is obtained at a duly held shareholders meeting, it
may be obtained by the affirmative vote of the holders of a majority of the
outstanding shares of the voting stock of the Company, who are present or
represented and entitled to vote thereon, or by unanimous written consent of the
shareholders in accordance with the provisions of the Colorado Business
Corporation Act.

18. Information to Optionees. The Company shall provide to each Optionee,
during the period for which such Optionee has one or more Options outstanding,
copies of all annual reports and other information which are provided to all
shareholders of the Company. The Company shall not be required to provide such
information if the issuance of Options under the Plan is limited to key
employees whose duties in connection with the Company assure their access to
equivalent information.

19. Gender. As used herein, the masculine, feminine and neuter genders
shall be deemed to include the others in all cases where they would so apply.

20. Choice of Law. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND
INTERPRETATION OF THIS PLAN AND THE INSTRUMENTS EVIDENCING OPTIONS WILL BE
GOVERNED BY THE INTERNAL LAW, AND NOT THE LAW OF CONFLICTS, OF THE STATE OF
COLORADO.

<PAGE>

IN WITNESS WHEREOF, the Company has caused its duly authorized officer to
execute this Plan effective as of 2:30 p.m. the 10th day of September, 1996.

FRONTEER FINANCIAL HOLDINGS, LTD.,
a Colorado corporation

By: /s/ R. A. Fitzner, Jr.
-----------------------------------------
R. A. Fitzner, Jr., Chairman of the Board

<PAGE>

PROXY

FRONTEER FINANCIAL HOLDINGS, LTD.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 15, 1999

The undersigned hereby constitutes and appoints Fai H. Chan and Robert H.
Trapp, and each of them, the true and lawful attorneys and proxies of the
undersigned with full power of substitution and appointment, for and in the
name, place and stead of the undersigned, to act for and to vote all of the
undersigned's shares of $0.01 par value common stock ("Common Stock") of
Fronteer Financial Holdings, Ltd. (the "Company") at the Annual Meeting of
Stockholders (the "Meeting") to be held in the Board Room of the Company, One
Norwest Center, 1700 Lincoln Street, 31st Floor, Denver, Colorado 80203, on
April 15, 1999, at 10:00 a.m. Mountain Time, and at all adjournment(s) thereof
for the following purposes:

1. Election of Directors;

[ ] FOR THE DIRECTOR [ ] WITHHOLD AUTHORITY TO VOTE
NOMINEES LISTED BELOW FOR ALL NOMINEES LISTED
(EXCEPT AS MARKED TO
THE CONTRARY BELOW)

INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.

Fai H. Chan Jeffrey M. Busch
Robert H. Trapp Robert Jeffers, Jr.
Kwok Jen Fong

2. Adoption of an amendment to Article I of the Articles of Incorporation
of the Company to change the name of the Company from "Fronteer Financial
Holdings, Ltd." to "eVision USA.Com, Inc.";

[ ] FOR [ ] AGAINST [ ] ABSTAIN FROM VOTING

3. Authorizing the Board of Directors of the Company to adopt an amendment
to the Company's Articles of Incorporation at such time as the Board of
Directors deems it appropriate to effectuate a maximum 1 for 20 reverse split of
the Company's outstanding Common Stock in such number as is deemed necessary by
the Board of Directors of the Company;

[ ] FOR [ ] AGAINST [ ] ABSTAIN FROM VOTING

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4. Adoption of an amendment to the September 1996 Incentive and
Nonstatutory Stock Option Plan to increase the number of shares of Common Stock
of the Company that are authorized to be optioned and sold under such plan from
2,500,000 to 7,500,000;

[ ] FOR [ ] AGAINST [ ] ABSTAIN FROM VOTING

5. In their discretion, the Proxies are authorized to vote upon such other
business as lawfully may come before the Meeting.

The undersigned hereby revokes any proxies as to said shares heretofore
given by the undersigned and ratifies and confirms all that said attorneys and
proxies lawfully may do by virtue hereof.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, THEN THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
AT THE MEETING FOR THE ELECTION OF THE DIRECTORS AND FOR THE OTHER ITEMS LISTED
ABOVE.

It is understood that this proxy confers discretionary authority in respect
to matters not known or determined at the time of the mailing of the Notice of
Annual Meeting of Stockholders to the undersigned. The proxies and attorneys
intend to vote the shares represented by this proxy on such matters, if any, as
determined by the Board of Directors.

The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Stockholders and the Proxy Statement and Annual Report on From 10-K for the
fiscal year ended September 30, 1998 furnished therewith.

Dated and Signed:

, 1999
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Signature(s) should agree with the
name(s) stenciled hereon. Executors,
administrators, trustee, guardians and
attorneys should so indicate when
signing. Attorneys should submit powers
of attorney.