Caprock Oil, Inc. – ‘PRE 14A’ for 12/31/05

On:  Wednesday, 8/31/05, at 2:50pm ET   ·   For:  12/31/05   ·   Accession #:  1079974-5-327   ·   File #:  0-51229

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Preliminary Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Preliminary Proxy Statement                           56    233K 

Document Table of Contents

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

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)

Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check
the appropriate box:                                                            

[X]  Preliminary Proxy Statement                                                
[ ]  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE         
14A-6(E)(2))                                                          
[ ]  Definitive Proxy Statement                                                 
[ ]  Definitive Additional Materials                                            
[ ]  Soliciting Material Pursuant to Rule 14a-12                                

 FRONTIER STAFFING, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              

[X] No fee required.                                                            

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.    

(1) Title of each class of securities to which transaction applies:   

          ----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:      

          ----------------------------------------------------------------------
(3)  Per unit price or other underlying value of transaction computed 
         pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):  

           ---------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:                  

            --------------------------------------------------------------------
(5) Total fee paid:                                                   

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

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(1) Amount previously paid:                                           

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(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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 TABLE OF CONTENTS

                                                                            Page

Introduction...............................................................    3

Outstanding Securities and Voting Rights...................................    3

Questions and Answers About the Meeting and Voting.........................    4

Security Ownership of Certain Beneficial Owners and Management.............    8

     Item 1:  Election of Directors........................................   10

     Item 2:  Change of Corporate Name.....................................   12

Indebtedness of Executive Officers and Directors...........................   13

Family Relationships.......................................................   13

Legal Proceedings..........................................................   13

The Board of Directors and Corporate Governance............................   13

Executive Compensation and Related Matters.................................   14

Section 16(a) Beneficial Ownership Reporting Compliance....................   16

Report of the Compensation Committee on Executive Compensation.............   16

Item 3: The Approval of the 2005 Stock Incentive Compensation Plan.........   16

Report of the Board of Directors Functioning as the Audit Committee........   26

Item 4: Ratification of the Appointment of Independent Auditors............   28

Form 10-KSB................................................................   28

Deadline for Future Proposals of Stockholders..............................   28

Other Matters Which May Come Before the Annual Meeting.....................   29

Solicitation of Proxies....................................................   29

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 FRONTIER STAFFING, INC.

NOTICE OF ANNUAL MEETING

 and

 PROXY STATEMENT

2005

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 FRONTIER STAFFING, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
 To be held XXXX, 2005

TO THE STOCKHOLDERS OF FRONTIER STAFFING, INC.:                                 

 You are cordially invited to the 2005 Annual Meeting of Stockholders of
FRONTIER STAFFING, INC., which will be held at AAAA, on XXXX, 2005, beginning at
10:00 a.m., local time. The Annual Meeting will be held for the following       
purposes:                                                                       

     1.   To elect six members to our Board of Directors, each to hold
             office until the 2006 Annual Meeting and until his successor is
elected and qualified;                            

     2.   To amend our Articles of Incorporation to change our name to
               "Tradestar Construction Services, Inc.," or a derivation thereof;

        3.   To consider, approve and ratify the 2005 Incentive Compensation
Plan;                                             

          4.   To consider, approve and ratify the appointment of Gordon, Hughes
         & Banks LLP as our independent auditors for the fiscal year
ending December 31, 2005; and                     

        5.   To transact such other business as may properly come before the
          meeting or any postponements or adjournments of the meeting.

   Our Board of Directors has fixed September 1, 2005 as the record date for
the determination of stockholders entitled to notice of and to vote at the      
Annual Meeting and any postponements or adjournments of the meeting, and only   
stockholders of record at the close of business on that date are entitled to    
this notice and to vote at the Annual Meeting. A list of stockholders entitled  
to vote at the Annual Meeting will be available at the meeting and at our       
offices for ten days prior to the meeting.                                      

  We hope that you will use this opportunity to take an active part in our
affairs by voting on the business to come before the Annual Meeting, either by  
executing and returning the enclosed Proxy Card or by casting your vote in      
person at the meeting.                                                          

                                              BY ORDER OF THE BOARD OF DIRECTORS

                          CLARENCE DOWNS
                     President

Albuquerque, New Mexico                                                         
ZZZZ, 2005                                                                      

STOCKHOLDERS UNABLE TO ATTEND THE ANNUAL MEETING IN PERSON ARE REQUESTED TO DATE
AND SIGN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE. A STAMPED ENVELOPE IS 
ENCLOSED FOR YOUR CONVENIENCE. IF A STOCKHOLDER RECEIVES MORE THAN ONE PROXY    
CARD BECAUSE HE OR SHE OWNS SHARES REGISTERED IN DIFFERENT NAMES OR ADDRESSES,  
EACH PROXY CARD SHOULD BE COMPLETED AND RETURNED.                               

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 FRONTIER STAFFING, INC.
 3520 Pan American Freeway
 Suite A-1
 Albuquerque, New Mexico 87107
(505) 872-3133

 PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
XXXX, 2005

INTRODUCTION

This Proxy Statement is furnished to the stockholders by the Board of 
Directors of FRONTIER STAFFING, INC., for solicitation of proxies for use at the
2005 Annual Meeting of Stockholders to be held at AAAA, on XXXX, 2005, at 10:00 
a.m., local time, and at any and all adjournments of the meeting.               

    The purpose of the Annual Meeting and the matters to be acted upon are set
forth in the following Proxy Statement. As of the date of this Proxy Statement, 
our Board of Directors knows of no other business which will be presented for   
consideration at the Annual Meeting. A stockholder giving a proxy pursuant to   
this solicitation may revoke it at any time before it is exercised by submitting
a duly executed proxy bearing a later date or by delivering to our Secretary a  
written notice of revocation prior to the Annual Meeting, or by appearing at the
meeting and expressing a desire to vote his or her shares in person. Subject to 
such revocation, all shares represented by a properly executed proxy received   
prior to or at the Annual Meeting will be voted by the proxy holders whose names
are set forth in the accompanying proxy in accordance with the instructions on  
the proxy. If no instruction is specified with respect to a matter to be acted  
upon, the shares represented by the proxy will be voted "FOR" the election of   
the nominees for director and "FOR" each other matter set forth in this Proxy   
Statement. If any other business properly comes before the meeting, votes will  
be cast in accordance with the proxies in respect of any such other business in 
accordance with the judgment of the persons acting under the proxies.           

    It is anticipated that the mailing to stockholders of this Proxy Statement
and the enclosed proxy will commence on or about ZZZZ, 2005.                    

OUTSTANDING SECURITIES AND VOTING RIGHTS

    Only stockholders of record at the close of business on the record date of
September 1, 2005 are entitled to notice of and to vote at the Annual Meeting.  
At that date there were 10,950,000 outstanding shares of our common stock, par  
value $.001 per share, our only outstanding voting securities. At the Annual    
Meeting, each share of common stock will be entitled to one vote                

     The representation, in person or by properly executed proxy, of the holders
of a majority of the voting power of the shares of stock entitled to vote at the
Annual Meeting is necessary to constitute a quorum for the transaction of       
business at the meeting. Stockholders are not entitled to cumulate their votes. 
Abstentions and broker non-votes (shares held by a broker or nominee which are  
represented at the Annual Meeting, but with respect to which such broker or     
nominee is not empowered to vote on a particular proposal) are counted for      

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purposes of determining the presence or absence of a quorum for the transaction 
of business. In the election of directors, holders of Common Stock are entitled 
to elect six directors with the six candidates who receive the highest number of
affirmative votes being elected. Votes against a candidate and broker non-votes 
have no legal effect. In matters other than the election of directors,          
abstentions have the effect of votes against a proposal in tabulations of the   
votes cast on proposals presented to stockholders, while broker non-votes do not
have any effect for purposes of determining whether a proposal has been         
approved.                                                                       

 QUESTIONS AND ANSWERS ABOUT
ABOUT THE MEETING AND VOTING

1.   WHAT IS A PROXY?                                                           

   It is your legal designation of another person to vote the stock that you
    own. That other person is called a proxy. If you designate someone as your
proxy in a written document, that document also is called a proxy or a
    proxy card. Clarence Downs, our President and Chief Executive Officer, and
Frederick A. Huttner, our Secretary and Treasurer and Chief Financial 
 Officer, have been designated as proxies for the 2005 Annual Meeting of
Stockholders.                                                         

2.   WHAT IS THE RECORD DATE AND WHAT DOES IT MEAN?                             

     The record date for the 2005 Annual Meeting of Stockholders is September 1,
    2005. The record date is established by our Board of Directors as required
by Nevada law and our By-laws. Stockholders of record registered      
stockholders and street name holders) at the close of business on the 
record date are entitled to:                                          

(a)  receive notice of the meeting; and                               

(b)  vote at the meeting and any adjournments or postponements of the 
meeting.                                                    

3.   WHAT IS THE DIFFERENCE BETWEEN A REGISTERED STOCKHOLDER AND A STOCKHOLDER  
WHO HOLDS STOCK IN STREET NAME?                                       

If your shares of stock are registered in your name on the books and  
  records of our transfer agent, you are a registered stockholder. If your
   shares of stock are held for you in the name of your broker or bank, your
shares are held in street name. The answer to Question 15 describes   
 brokers' discretionary voting authority and when your bank or broker is
permitted to vote your shares of stock without instructions from you. 

4.   WHAT ARE THE DIFFERENT METHODS THAT I CAN USE TO VOTE MY SHARES OF COMMON  
STOCK?                                                                

(a)  In Writing:                                                      

     All stockholders of record can vote by mailing in their completed
          proxy card (in the case of registered stockholders) or their completed
vote instruction form (in the case of street name holders). 

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(b)  In Person:                                                       

       All stockholders may vote in person at the meeting (unless they are
street name holders without a legal proxy).                 

5.   HOW CAN I REVOKE A PROXY?                                                  

     You can revoke a proxy prior to the completion of voting at the meeting by:

(a)  giving written notice to our Secretary;                          

(b)  delivering a later-dated proxy; or                               

(c)  voting in person at the meeting.                                 

6.   ARE VOTES CONFIDENTIAL? WHO COUNTS THE VOTES?                              

  We will hold the votes of each stockholder in confidence from directors,
officers and employees except:                                        

  (a)  as necessary to meet applicable legal requirements and to assert or
defend claims for or against us;                            

(b)  in case of a contested proxy solicitation;                       

(c)  if a stockholder makes a written comment on the proxy card or    
otherwise communicates his or her vote to management; or    

     (d)  to allow the independent inspectors of election to certify the results
of the vote.                                                

7.   WHAT ARE THE VOTING CHOICES WHEN VOTING ON DIRECTOR NOMINEES, AND WHAT VOTE
IS NEEDED TO ELECT DIRECTORS?                                         

  When voting on the election of director nominees to serve until the 2006
Annual Meeting of Stockholders, stockholders may:                     

(a)  vote in favor of all nominees;                                   

(b)  vote to withhold votes as to all nominees; or                    

(c)  withhold votes as to specific nominees.                          

Directors will be elected by a plurality of the votes cast.           

Our Board recommends a vote "FOR" all of the nominees.                

8.   WHY ARE WE CHANGING OUR CORPORATE NAME?                                    

   We believe that the proposed name "Tradestar Construction Services, Inc."
  more accurately reflects our business operations, i.e., the staffing for
the construction industry, than our current name. In addition, this is
already the name of our wholly-owned subsidiary.                      

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9.   WHAT ARE THE VOTING CHOICES WHEN VOTING ON THE APPROVAL OF THE CORPORATE   
NAME CHANGE, AND WHAT VOTE IS NEEDED TO APPROVE?                      

   When voting on the change of our corporate name to Tradestar Construction
Services, Inc., stockholders may:                                     

(a)  vote in favor of the name change;                                

(b)  vote against the name change; or                                 

(c)  abstain from voting on the name change.                          

 The plan will be approved if the votes cast "FOR" are a majority of the
  votes present at the meeting. The Board recommends a vote "FOR" the name
change.                                                               

10.  WHAT ARE THE VOTING CHOICES WHEN VOTING ON THE APPROVAL OF THE 2005        
INCENTIVE COMPENSATION PLAN, AND WHAT VOTE IS NEEDED TO APPROVE?      

When voting on the approval of the 2005 Incentive Compensation Plan,  
stockholders may:                                                     

(a)  vote in favor of the plan;                                       

(b)  vote against the plan; or                                        

(c)  abstain from voting on the plan.                                 

 The plan will be approved if the votes cast "FOR" are a majority of the
   votes present at the meeting. The Board recommends a vote "FOR" the plan.

11.  WHAT ARE THE VOTING CHOICES WHEN VOTING ON THE RATIFICATION OF THE         
    SELECTION OF GORDON, HUGHES & BANKS LLP, AND WHAT VOTE IS NEEDED TO RATIFY
ITS SELECTION?                                                        

    When voting on the ratification of the selection of Gordon, Hughes & Banks
LLP as our independent auditors, stockholders may:                    

(a)  vote in favor of the ratification;                               

(b)  vote against the ratification; or                                

(c)  abstain from voting on the ratification.                         

 The selection of the independent auditors will be ratified if the votes
  cast "FOR" are a majority of the votes present at the meeting. The Board
recommends a vote "FOR" this proposal.                                

12.  WHAT IF A STOCKHOLDER DOES NOT SPECIFY A CHOICE FOR A MATTER WHEN RETURNING
A PROXY?                                                              

  Stockholders should specify their choice for each matter on the enclosed
    proxy. If no specific instructions are given, proxies which are signed and
   returned will be voted FOR the election of all director nominees, FOR the
  approval of the 2005 Incentive Compensation Plan and FOR the proposal to
ratify the selection of Gordon, Hughes & Banks LLP.                   

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13.  WHO IS ENTITLED TO VOTE?                                                   

     You may vote if you owned stock as of the close of business on September 1,
  2005. Each share of our common stock is entitled to one vote. As of June
30, 2005, we had 10,950,000 shares of common stock outstanding.       

14.  WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?                   

It means that you have multiple accounts with brokers or our transfer 
    agent. Please vote all of these shares. We recommend that you contact your
  broker or our transfer agent to consolidate as many accounts as possible
under the same name and address. Our transfer agent is X Clearing     
  Corporation, 535 16th Street Mall, Suite 810, Denver, Colorado 80202, or
you can reach X Clearing Corporation at (303) 573-1000.               

15.  WILL MY SHARES BE VOTED IF I DO NOT PROVIDE MY PROXY?                      

   If your shares are registered in your name, they will not be voted unless
you submit your proxy card, or vote in person at the meeting. If your 
     shares are held in street name, your bank, brokerage firm or other nominee,
    under some circumstances, may vote your shares. Brokerage firms, banks and
 other nominees may vote customers' unvoted shares on "routine" matters.
     Generally, a broker may not vote a customer's unvoted shares on non-routine
  matters without instructions from the customer and must instead submit a
  "broker non-vote." A broker non-vote is counted toward the shares needed
 for a quorum, but it is not counted in determining whether a matter has
been approved.                                                        

16.  ARE ABSTENTIONS AND BROKER NON-VOTES COUNTED?                              

  Broker non-votes will not be included in vote totals and will not affect
    the outcome of the vote. In matters other than the elections of directors,
   abstentions have the effect of votes against a proposal in tabulations of
the votes cast on proposals presented to stockholders.                

17.  HOW MANY VOTES MUST BE PRESENT TO HOLD THE MEETING?                        

 To hold the meeting and conduct business, a majority of our outstanding
  voting shares as of September 1, 2005 must be present at the meeting. On
    this date, a total of 10,950,000 shares of our common stoc ere outstanding
   and entitled to vote. Shares representing a majority, or 5,485,950 votes,
must be present. This is called a quorum. Mr. Downs owns a total of   
 6,401,600 shares, or approximately 58.46% of the issued and outstanding
shares.                                                               

Votes are counted as present at the meeting if the stockholder either:

(a)  Is present and votes in person at the meeting, or                

(b)  Has properly submitted a proxy card.                             

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   The following table sets forth information as to the shares of our common
stock beneficially owned as of June 30, 2005 by (i) each person known to us to  
be the beneficial owner of more than 5% of our common stock; (ii) each director 
and nominee for director; (iii) each executive officer; and (iv) all of our     
directors and executive officers as a group. Unless otherwise indicated in the  
footnotes following the table, the persons as to whom the information is given  
had sole voting and investment power over the shares of common stock shown as   
beneficially owned by them.                                                     

Name and Address                                                      
Beneficial                     No. of             Percentage          
Owner                          Shares             of Ownership        
-------------------------     ---------          --------------       
Clarence Downs(1)(4)          6,401,600              58.46%           
3520 Pan American Freeway                                             
Suite A-1                                                             
Albuquerque, NM 87107                                                 

Fredrick A. Huttner (2)(4)      950,000               8.68%           
3520 Pan American Freeway                                             
Suite A-1                                                             
Albuquerque, NM 87107                                                 

Douglas Parker(3)               100,000(3)               0%(3)        
3520 Pan American Freeway                                             
Suite A-1                                                             
Albuquerque, NM 87107                                                 

Richard Piske III               100,000                .91%           
3520 Pan American Freeway                                             
Suite A-1                                                             
Albuquerque, NM 87107                                                 

Guy David Knoller                  -0-                   -0-          
3520 Pan American Freeway                                             
Suite A-1                                                             
Albuquerque, NM 87107                                                 

Frank Troppe                       -0-                   -0-          
3520 Pan American Freeway                                             
Suite A-1                                                             
Albuquerque, NM 87107                                                 

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

All Officers and              7,451,600              68.05%           
Directors as a Group                                                  
(six persons)excluding                                              
stock options                                                     

------------------------                                                        
(1) All shares of owned of record or beneficially by Mr. Downs. Includes 1,600  
shares owned of record by Christopher Downs, the minor son of Mr. Downs.        

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(2) Includes 950,000 shares owned of record by the Huttner 1999 Partnership,    
Ltd., but does not include 20,000 shares owned of record by Mesia Huttner, an   
adult child, for which Mr. Huttner disclaims beneficial ownership.              

(3) Mr. Parker has a stock option to acquire total of 100,000 common shares at  
an exercise price of $0.15 per share. On the first anniversary of his Option    
Agreement, a total of 33,334 shares will vest and may be exercised. On the      
second anniversary of his Option Agreement, a total of an additional 33,333     
shares will vest and may be exercised. On the third anniversary of his Option   
Agreement, a total of an additional 33,333 shares will vest and may be          
exercised.                                                                      

(4) A total of 8,380,000 shares of our common stock are subject to lockup       
agreement dated January 30, 2004 and amended January 1, 2005. Mr. Downs, Mr.    
Huttner's partnership and several other individual non-affiliate shareholders   
signed this agreement, which requires, as amended, each signatory to be bound to
sell shares proportionately with other signatories for a period which now ends  
on January 31, 2006.                                                            

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

ITEM 1:  ELECTION OF DIRECTORS                                                  

     Pursuant to our Articles of Incorporation, the holders of our common stock,
may elect our six directors. All nominees have advised us that they are able and
willing to serve as directors. However, if any nominee is unable to or for good 
cause will not serve, the persons named in the accompanying proxy will vote for 
any other person nominated by our Board of Directors.                           

  No arrangement or understanding exists between any nominee and any other
person or persons pursuant to which any nominee was or is to be selected as a   
director or nominee.                                                            

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
ELECTION OF THE NOMINEES LISTED BELOW.

  The following table sets forth the names and ages of the nominees of our
Board of Directors.                                                             

DIRECTOR SINCE          NAME                           AGE            
--------------          ----                           ---            

Inception               Clarence Downs                  52            

Inception               Fredrick A. Huttner             60            

Inception               Douglas Parker                  52            

Inception               Richard Piske III               55            

To Be Elected           Guy David Knoller               59            

To Be Elected            Frank Troppe                   43            

The principal occupations for the past five years (and, in some   
instances, for prior years) of each of our directors are as follows:            

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Clarence Downs has been the President, Chief Executive Officer and a  
Director of our company since January, 2004. He has worked in the temporary     
services industry since 1979. He opened his own temporary services company,     
Crown Technical Services, in 1988. This company specialized in the placement of 
skilled construction labor and was sold in 2000 to Contractors Labor Pool. Mr.  
Downs formed Tradestar Construction Services, Inc. in 2001. He will devote full 
time to our business, a minimum of forty hours per week.                        

Fredrick A. Huttner was the President and a Director of our company at
inception. In January, 2004, he became Secretary-Treasurer and Chief Financial  
Officer. He continues to serve as a Director of our company. Since 1994, he has 
served as Chairman and President of Huttner and Company, a private consulting   
firm offering business consulting services to entrepreneurial growth companies. 
From 2000 to 2002, he was a principal of Innovation Growth Partners, LLC, a     
private consulting firm which had acquired Huttner and Company during this      
period. Also from 2000 until 2002, he was a director of Intercom Systems, Inc., 
a public company originally organized to develop measuring devices in the       
telecommunications industry. This company completed a reverse acquisition in    
2002. He received a bachelor's degree from New York University in 1971 and has  
been a member of the American Institute of Certified Public Accountants since   
1977. Mr. Huttner currently devotes part time on an as needed basis to our      
business, which generally amounts to about five hours per week.                 

     Douglas Parker has been a Director of our company since January, 2004. From
August, 2003 to December 2004, he was the Chief Financial Officer and Senior    
Vice President of Operations of TRIBUTE DIRECT Inc., of Houston, Texas, a       
private company in the funeral products industry. From August, 2003 to December,
2003, he was also involved as a consultant to EPCglobal, Inc., a private United 
Kingdom company involved in engineering staffing. From January, 2003 to July,   
2003, he was Chief Executive Officer and President of Pliant Technologies, Inc.,
of Houston, Texas, a private start-up software company. From 1995 to 2002, he   
was Chief Financial Officer and Corporate Controller of FS Strategies/Talent    
Tree, a nationwide private commercial staffing company with a primary focus on  
clerical, light industrial, health services, and information technology . He was
also previously involved in the petroleum industry. He is a Certified Public    
Accountant - Texas. Mr. Parker has an MBA, Finance and Taxation and a BBA,      
Accounting from the University of Houston. He currently devotes on an as needed 
basis to our business, which generally amounts to about five hours per month.   

 Richard Piske III has been a Director since June, 2004. From October of
2003 to the present, he is Vice President/General Manager of Kelly FedSecure , a
division of Kelly Services (a public international staffing firm) that provides 
personnel with active government security clearances nationally. (The FedSecure 
Group was acquired by Kelly Services in October of 2003).From September, 2002 to
August, 2003, he was Senior Vice President and General Manager, Western         
Division, of Comsys, Inc. a nationwide private information technology staffing  
company. From May, 2002 to September, 2002, he was President and Chief Operating
Officer of Talent Tree, Inc., a nationwide private commercial staffing company  
with a primary focus on clerical, light industrial, health services, and        
information technology. From November, 2001 to September, 2002, he was the      
chairman and co-founder of the Fedsecure Group, a start-up professional staffing
company focused on the placement in private industry of former federal law      
enforcement agents. From November, 1998 to November, 2001, he was President and 
Chief Operating Officer of Tradesource, Inc., a nationwide private staffing     
agency specializing in providing skilled tradespeople to the construction       
industry. From 1980 to 1998, he was involved in various capacities with Olsten  
Corporation, a private international company providing a broad range of staffing

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services to clients in North America, South America and Europe. Mr. Piske has a 
degree in Marketing and Sales Management from Memphis State University. He      
currently devotes part time on an as needed basis to our business, which        
generally amounts to about five hours per month.                                

   Guy David Knoller is a nominee for Director. From 1985 to the present, he
has been engaged in the private practice of law as the Law Offices of Guy David 
Knoller, P.C. From 1984 to 1985, he was a partner in the law firm of Fannin,    
Terry & Hay. He is a member of the Arizona bar. Mr. Knoller has a B.A. from     
Bloomfield College and a J.D. from Arizona State University.                    

   Frank Troppe is a nominee for Director. From 2003 to 2005, he was Founder
and CEO of 3PR Corporation, an international consulting practice focusing on    
branch/field operations effectiveness. In connection with this activity, he was 
the creator of the 2-Day "Field Readiness" Symposium. From 2002 to 2003, he was 
Western Regional Vice President: Talent Tree, Inc., a national commercial       
staffing firm. From 2000 to 2001, he was Western Regional Vice President of     
TradeSource, Inc., a national construction staffing firm. Mr. Troppe has a B.A. 
from Northwestern University and a J.D. from Loyola University of Chicago. He is
a member of the Illinois and Nevada bars. He was Founder and Executive Director 
of the Branch Productivity Institute, a non-profit organization. He is the      
author of numerous professional articles.                                       

ITEM 2:  CHANGE OF CORPORATE NAME                                               

 Our Board of Directors has approved, subject to stockholder approval at
this meeting, an amendment to our Articles of Incorporation to change our       
corporate name from "FRONTIER STAFFING, INC." to "Tradestar Construction        
Services, Inc.," or such derivation thereof as we may obtain. We believe that   
the proposed name more accurately reflects our business operations, i.e., the   
staffing for the construction industry, than our current name. In addition, this
is already the name of our wholly-owned subsidiary.                             

     Accordingly, our Board of Directors believes it would be appropriate and in
the best interests of our company and stockholders to change our corporate name 
to "Tradestar Construction Services, Inc."                                      

   If the name change is approved by our stockholders, we intend to have the
trading symbol for our common stock on the OTC Bulletin Board changed from      
"FSFF.OB" to a symbol more readily associated with our new name. The currently  
outstanding stock certificates evidencing shares of our common stock bearing the
name "FRONTIER STAFFING, INC." will continue to be valid and represent our      
shares following the name change. Following completion of the name change, you  
will be contacted on how to exchange your existing stock certificates for new   
stock certificates bearing the new name, if you wish. Your current stock        
certificates will continue to represent shares of our common stock and will not 
be affected by the name change.                                                 

Our Board of Directors has approved an amendment to our Articles of   
Incorporation to effect the change of corporate name. A copy of the Articles of 
Amendment to the Articles of Incorporation providing for this amendment is      
attached to this Proxy Statement as Exhibit 1.                                  

The Board recommends a vote FOR this proposal.                        

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INDEBTEDNESS OF EXECUTIVE OFFICERS AND DIRECTORS

No executive officer, director or any member of these individuals'    
immediate families or any corporation or organization with whom any of these    
individuals is an affiliate is or has been indebted to us since the beginning of
our last fiscal year.                                                           

FAMILY RELATIONSHIPS

There are no family relationships among our executive officers and    
directors.                                                                      

 LEGAL PROCEEDINGS

   As of the date of this Proxy Statement, there are no material proceedings
to which any of our directors, executive officers, affiliates or stockholders is
a party adverse to us.                                                          

 THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Our Board of Directors is responsible for establishing broad corporate
policies and for overseeing our overall management. In addition to considering  
various matters which require Board approval, the Board provides advice and     
counsel to, and ultimately monitors the performance of, our senior management.  

   We have established no Committees. Our Board of Directors performs as our
Audit Committee.                                                                

    The Board, its committees and our management strive to perform and fulfill
their respective duties and obligations in a responsible and ethical manner. The
Board perform annual self evaluations.                                          

  During 2004, the Board of Directors two times. Each nominee for director
attended more than 75% of the Board of Directors meetings and the meetings of   
Board committees on which he served. While we do not have a formal policy       
requiring members of the Board to attend the Annual Meeting of Stockholders, we 
strongly encourage all directors to attend.                                     

 DIRECTOR COMPENSATION

     Each member of our board of directors will receive a grant of stock options
for his 2004 year of service. On February 14, 2005, each director was granted   
stock options to purchase 30,000 shares of our Common Stock at an exercise price
of $1.00 per share vesting over three years from our 1998 Stock Option Plan and 
a stock option grant to purchase 30,000 shares of our common stock at an        
exercise price of $1.00 per share vesting over three years from the 2005        
Incentive Compensation Plan, subject to stockholder approval of the Plan.       
Additionally, members of the Executive Committee of the Board of Directors each 
received a grant of stock options to purchase 15,000 shares of our common stock 
at an exercise price of $1.00 per share vesting over three years from the 1998  
Plan and a grant of stock options to purchase 15,000 shares of our common stock 
at an exercise price of $1.00 per share vesting over three years from the       
proposed 2005 Plan. The Chairman of the Executive Committee will receive an     
additional grant of 5,000 stock options from the 1998 Plan and 5,000 stock      
options from the proposed 2005 Plan with the same vesting terms. The proposed   
2005 Plan is subject to stockholder approval.                                   

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 On June 20, 2005, the Board of Directors approved a grant of options to
purchase 30,000 shares of our common stock to each of our outside directors. The
options are exercisable at $1.00 per share and vest in equal installments over  
three years. In addition, the Board of Directors approved a grant of 30,000     
shares of restricted common stock to each outside director. These restricted    
shares may not be sold for two years following the date of grant. The Board of  
Directors also approved a grant of options to purchase 30,000 shares of our     
common stock to each member of the Executive Committee of the Board of          
Directors. These options are exercisable at $1.00 per share and vest in equal   
installments over three years. The Chairman of the Executive Committee received 
an additional grant of options to purchase 10,000 shares of common stock at an  
exercise price of $1.00 per share. These options vest in equal installments over
three years. Each grant of options and restricted shares was made to each person
for their service to our company during 2004 and 2005, and were made under our  
proposed 2005 Plan, which is subject to shareholder approval at our annual      
meeting of shareholders scheduled to be held on XXXX, 2005.                     

EXECUTIVE COMPENSATION AND RELATED MATTERS

With exception of Mr. Huttner, none of our officers and directors are 
compensated for the work they perform on our behalf. Mr. Huttner is paid $6,500 
per month. For the year ended December 31, 2003, Tradestar Construction         
Services, Inc. recorded the estimated value of the foregone salary of $50,000   
for Mr. Downs. For the year ended December 31, 2003, we recorded the estimated  
value of the foregone salary of $12,000 for Mr. Huttner. In addition, we have   
recorded the estimated value of the foregone salary for the year ended December 
31, 2004 at $9,000 for Mr. Huttner and at $50,000 for Mr. Downs. In addition,   
our officers and directors are reimbursed for any out-of-pocket expenses they   
incur on our behalf. In addition, in the future, we may approve payment of      
salaries for our management, but currently, no such plans have been approved.   
For our full-time office employees, we pay for vacation and holidays and provide
major medical coverage. In addition, none of our officers, directors or         
employees is a party to any employment agreements. We have no plans or          
agreements which provide health care, insurance or compensation on the event of 
termination of employment or change in our control.                             

   We do not pay our non-management Directors the Board meetings they attend
but reimburse them for any out-of-pocket expenses incurred by them in connection
with our business. The following table discloses, for the years indicated, the  
compensation for our President.                                                 

SUMMARY COMPENSATION TABLE
  ------------------------------------------------------------------------------

Name and         Annual Compensation  Long-Term Comp                        
Position(s) Year Salary Annual Other Awards Payouts                         
  ------------------------------------------------------------------------------

Clarence Downs    2004   $50,000 (1)         -0-         -0-   -0-       -0-
President         2003   $50,000 (1)         -0-         -0-   -0-       -0-
  ------------------------------------------------------------------------------

----------------                                                                
(1)  This represents foregone salary to Mr. Downs for the year ended December   
31, 2004 and December 31, 2003.                                       
----------------                                                                

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

With exception of Mr. Huttner, none of our officers and directors are 
compensated for the work they perform on our behalf. Mr. Huttner is paid $6,500 
per month. In addition, we have recorded the estimated value of the foregone    
salary for the year ended December 31, 2004 at $9,000 for Mr. Huttner and at    
$50,000 for Mr. Downs. In addition, our officers and directors are reimbursed   
for any out-of-pocket expenses they incur on our behalf.                        

Mr. Downs has provided unsecured advances to Tradestar Construction   
Services, Inc. of $562,944 as of June 30, 2005. Interest on the advances has    
been accrued at 7% per annum. All principal and accrued interest are due        
December 31, 2009. Subsequent to June 30, 2005, the Company made a $25,000      
payment on the note payable.                                                    

A total of 8,380,000 shares of our common stock are subject to lockup 
agreement dated January 30, 2004 and amended January 1, 2005. Mr. Downs, Mr.    
Huttner's partnership and several other individual non-affiliate shareholders   
signed this agreement, which requires, as amended, each signatory to be bound to
sell shares proportionately with other signatories for a period which now ends  
on January 31, 2006.                                                            

   It is our policy that all ongoing and future affiliated transactions will
be made or entered into on terms no less favorable to us than those that can be 
obtained from unaffiliated third parties and that all ongoing and future        
affiliated transactions and any forgiveness of loans, must be approved by a     
majority of the independent, disinterested members of our board of directors.   

     On August 1, 2005, we opened an office and began start-up operations in Las
Vegas, Nevada. We entered into a lease for office space under a non-cancelable  
lease agreement. The lease calls for lease payments of $3,120 plus common area  
expenses and other miscellaneous expenses over the term of the lease expiring   
June 30, 2010. Mr. Downs has personally guaranteed this lease. Mr. Downs has    
also personally guaranteed the office leases to our Albuquerque and Phoenix     
offices                                                                         

We are in the process of signing a lease to move our Albuquerque, New 
Mexico office due to the expiration of its existing lease. The new office will  
provide the necessary space to accommodate our growth. The lease calls for lease
payments ranging from $2,790 to $3,011 plus common area expenses over the term  
of the lease expiring September 30, 2010. Mr. Downs has personally guaranteed   
this lease.                                                                     

In July 2005, we entered an agreement with a number of investors for  
$750,000 of 9% Secured promissory notes, due along with any unpaid interest 18  
months after issuance. Messrs. Downs and Huttner are part of the investor group.
Under the terms of the Notes, we granted the Lenders a security interest in our 
accounts receivable and any other assets we have as set forth in a Security     
Agreement. We will make interest only payments monthly commencing August 1,     
2005. We also agreed to pay the Lenders an origination fee of five percent (5%) 
of the Principal Amount of the Notes, at the execution of the Notes. The        
origination fee was assessed at five percent (5%) of the Principal Amount at the
inception of the loan. Consequently, we received net proceeds of $712,500.      
Proceeds from the Notes were used to partially repay the note to Mr. Downs      
discussed above and to provide working capital.                                 

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In connection with the Note described above, we granted warrants to   
purchase common stock equal to 0.1 warrant for each dollar on the loan given or 
75,000 warrants. The warrants vest immediately, are exercisable at price of $.30
per share and expire in 2009.                                                   

    We granted warrants in August 2005 to Sanders Morris Harris for investment
banking services to purchase from the Company at any time, or from time to time 
during the period commencing on August 1, 2005 and expiring August 1, 2010, up  
to Two Hundred Thousand (200,000) fully paid and non-assessable shares of Common
Capital Stock of our Stock at a price equal to Thirty Cents ($0.30) per share.  

 SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under the Exchange Act, our directors, our executive officers, and any
persons holding more than 10% of our common stock are required to report their  
ownership of the common stock and any changes in that ownership to the          
Commission. Specific due dates for these reports have been established and we   
are required to report in this Proxy Statement any failure to file by these     
dates during the fiscal year ended December 31, 2004. None of these filing      
requirements were satisfied on a timely basis by our directors, officers and 10%
holders. All have since filed their required reports.                           

ITEM 3: THE APPROVAL OF THE 2005 INCENTIVE COMPENSATION PLAN                    

BACKGROUND AND PURPOSE                                                          

On June 20, 2005, the board of directors of our company adopted and   
approved a new 2005 Incentive Compensation Plan, which we refer to as the 2005  
Plan, and recommended that it be submitted to our shareholders for their        
approval at the next annual meeting.                                            

    The purpose of the 2005 Plan is to provide a means for our company and its
subsidiaries and other designated affiliates, which we refer to as Related      
Entities, to attract key personnel to provide services to our company and the   
Related Entities, as well as, to provide a means whereby those key persons can  
acquire and maintain stock ownership, thereby strengthening their commitment to 
the welfare of our company and its Related Entities and promoting the mutuality 
of interests between participants and our shareholders. A further purpose of the
2005 Plan is to provide participants with additional incentive and reward       
opportunities designed to enhance the profitable growth of our company and its  
Related Entities, and provide participants with annual and long term performance
incentives to expend their maximum efforts in the creation of shareholder value.

The terms of the 2005 Plan provide for grants of stock options, stock 
appreciation rights or SARs, restricted stock, deferred stock, other stock      
related awards and performance awards that may be settled in cash, stock or     
other property. As of August 22, 2005, no awards have been granted under the    
2005 Plan, subject to stockholder approval.                                     

Shareholder approval of the 2005 Plan is required (i) to comply with  
certain exclusions from the limitations of Section 162(m) of the Internal       
Revenue Code of 1986, which we refer to as the Code, as described below, (ii)   
for the 2005 Plan to be eligible under the "plan lender" exemption from the     
margin requirements of Regulation G promulgated under the Securities Exchange   
Act of 1934, as amended, which we refer to as the Exchange Act, and (iii) to    
comply with the incentive stock options rules under Section 422 of the Code.    

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    The following is a summary of certain principal features of the 2005 Plan.
This summary is qualified in its entirety by reference to the complete text of  
the 2005 Plan. Shareholders are urged to read the actual text of the 2005 Plan  
in its entirety which is set forth as Exhibit 1 to this information statement.  

SHARES AVAILABLE FOR AWARDS; ANNUAL PER PERSON LIMITATIONS                      

  Under the 2005 Plan, the total number of shares of our common stock that
may be subject to the granting of awards under the 2005 Plan shall be equal to  
900,000 shares, plus the number of shares with respect to which awards          
previously granted thereunder are forfeited, expire, terminate without being    
exercised or are settled with property other than shares, and the number of     
shares that are surrendered in payment of any awards or any tax withholding     
requirements.                                                                   

Awards with respect to shares that are granted to replace outstanding 
awards or other similar rights that are assumed or replaced by awards under the 
2005 Plan pursuant to the acquisition of a business are not subject to, and do  
not count against, the foregoing limit.                                         

    In addition, the 2005 Plan imposes individual limitations on the amount of
certain awards in part to comply with Code Section 162(m). Under these          
limitations, during any fiscal year the number of options, SARs, restricted     
shares of our common stock, deferred shares of our common stock, shares as a    
bonus or in lieu of other company obligations, and other stock based awards     
granted to any one participant may not exceed 45,000 for each type of such      
award, subject to adjustment in certain circumstances. The maximum amount that  
may be earned by any one participant as a performance award in respect of a     
performance period of one year is $5,000,000, and in respect of a performance   
period greater than one year is $5,000,000 multiplied by the number of full     
years in the performance period.                                                

    A committee of our Board of Directors, which we refer to as the Committee,
is to administer the 2005 Plan. See "Administration." The Committee is          
authorized to adjust the limitations described in the two preceding paragraphs  
and is authorized to adjust outstanding awards (including adjustments to        
exercise prices of options and other affected terms of awards) in the event that
a dividend or other distribution (whether in cash, shares of our company common 
stock or other property), recapitalization, forward or reverse split,           
reorganization, merger, consolidation, spin-off, combination, repurchase, share 
exchange or other similar corporate transaction or event affects the our company
common stock so that an adjustment is appropriate in order to prevent dilution  
or enlargement of the rights of participants. The Committee is also authorized  
to adjust performance conditions and other terms of awards in response to these 
kinds of events or in response to changes in applicable laws, regulations or    
accounting principles.                                                          

ELIGIBILITY                                                                     

The persons eligible to receive awards under the 2005 Plan are the    
officers, directors, employees and independent contractors of our company and   
our Related Entities. An employee on leave of absence may be considered as still
in our employ or in the employ of a Related Entity for purposes of eligibility  
for participation in the 2005 Plan.                                             

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ADMINISTRATION                                                                  

    Our Board of Directors shall select the Committee that will administer the
2005 Plan. All Committee members must be "non-employee directors" as defined by 
Rule 16b-3 of the Exchange Act, "outside directors" for purposes of Section     
162(m) of the Code, and independent as defined by NASDAQ or any other national  
securities exchange on which any securities of our company may be listed for    
trading in the future. However, except as otherwise required to comply with Rule
16b-3 of the Exchange Act or Section 162(m) of the Code, our Board of Directors 
may exercise any power or authority granted to the Committee. Subject to the    
terms of the 2005 Plan, the Committee is authorized to select eligible persons  
to receive awards, determine the type and number of awards to be granted and the
number of shares of our company common stock to which awards will relate,       
specify times at which awards will be exercisable or settle able (including     
performance conditions that may be required as a condition thereof), set other  
terms and conditions of awards, prescribe forms of award agreements, interpret  
and specify rules and regulations relating to the 2005 Plan and make all other  
determinations that may be necessary or advisable for the administration of the 
2005 Plan.                                                                      

STOCK OPTIONS AND SARS                                                          

The Committee is authorized to grant stock options, including both    
incentive stock options or ISOs, which can result in potentially favorable tax  
treatment to the participant, and non qualified stock options, and SARs         
entitling the participant to receive the amount by which the fair market value  
of a share of our company common stock on the date of exercise (or the "change  
in control price," as defined in the 2005 Plan, following a change in control)  
exceeds the grant price of the SAR. The exercise price per share subject to an  
option and the grant price of an SAR are determined by the Committee, but in the
case of an ISO must not be less than the fair market value of a share of our    
company common stock on the date of grant. For purposes of the 2005 Plan, the   
term "fair market value" means the fair market value of our company common      
stock, awards or other property as determined by the Committee or under         
procedures established by the Committee. Unless otherwise determined by the     
Committee or our Board of Directors, the fair market value of our company common
stock as of any given date shall be the closing sales price per share of our    
company common stock as reported on the principal stock exchange or market on   
which our company common stock is traded on the date as of which such value is  
being determined or, if there is no sale on that date, the last previous day on 
which a sale was reported. The maximum term of each option or SAR, the times at 
which each option or SAR will be exercisable, and provisions requiring          
forfeiture of unexercised options or SARs at or following termination of        
employment or service generally are fixed by the Committee except that no option
or SAR may have a term exceeding 10 years. Options may be exercised by payment  
of the exercise price in cash, shares that have been held for at least six      
months (or that the Committee otherwise determines will not result in a         
financial accounting charge to our company), outstanding awards or other        
property having a fair market value equal to the exercise price, as the         
Committee may determine from time to time. Methods of exercise and settlement   
and other terms of the SARs are determined by the Committee. SARs granted under 
the 2005 Plan may include "limited SARs" exercisable for a stated period of time
following a change in control of our company or upon the occurrence of some     
other event specified by the Committee, as discussed below.                     

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RESTRICTED AND DEFERRED STOCK                                                   

   The Committee is authorized to grant restricted stock and deferred stock.
Restricted stock is a grant of shares of our company common stock which may not 
be sold or disposed of, and which may be forfeited in the event of certain      
terminations of employment or service, prior to the end of a restricted period  
specified by the Committee. A participant granted restricted stock generally has
all of the rights of a shareholder of our company, unless otherwise determined  
by the Committee. An award of deferred stock confers upon a participant the     
right to receive shares of our company common stock at the end of a specified   
deferral period, and may be subject to possible forfeiture of the award in the  
event of certain terminations of employment prior to the end of a specified     
restricted period. Prior to settlement, an award of deferred stock carries no   
voting or dividend rights or other rights associated with share ownership,      
although dividend equivalents may be granted, as discussed below.               

DIVIDEND EQUIVALENTS                                                            

 The Committee is authorized to grant dividend equivalents conferring on
participants the right to receive, currently or on a deferred basis, cash,      
shares of our company common stock, other awards or other property equal in     
value to dividends paid on a specific number of shares of our company common    
stock or other periodic payments. Dividend equivalents may be granted alone or  
in connection with another award, may be paid currently or on a deferred basis  
and, if deferred, may be deemed to have been reinvested in additional shares of 
our company common stock, awards or otherwise as specified by the Committee.    

BONUS STOCK AND AWARDS IN LIEU OF CASH OBLIGATIONS                              

    The Committee is authorized to grant shares of our company common stock as
a bonus free of restrictions, or to grant shares of our company common stock or 
other awards in lieu of our company obligations to pay cash under the 2005 Plan 
or other plans or compensatory arrangements, subject to such terms as the       
Committee may specify.                                                          

OTHER STOCK BASED AWARDS                                                        

  The Committee is authorized to grant awards under the 2005 Plan that are
denominated or payable in, valued by reference to, or otherwise based on or     
related to shares of our company common stock. Such awards might include        
convertible or exchangeable debt securities, other rights convertible or        
exchangeable into shares of our company common stock, purchase rights for shares
of our company common stock, awards with value and payment contingent upon      
performance of our company or any other factors designated by the Committee, and
awards valued by reference to the book value of shares of our company common    
stock or the value of securities of or the performance of specified subsidiaries
or business units. The Committee determines the terms and conditions of such    
awards.                                                                         

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PERFORMANCE AWARDS                                                              

    The right of a participant to exercise or receive a grant or settlement of
an award, and the timing thereof, may be subject to such performance conditions 
(including subjective individual goals) as may be specified by the Committee. In
addition, the 2005 Plan authorizes specific performance awards, which represent 
a conditional right to receive cash, shares of our company common stock or other
awards upon achievement of certain pre-established performance goals and        
subjective individual goals during a specified fiscal year. Performance awards  
granted to persons whom the Committee expects will, for the year in which a     
deduction arises, be "covered employees" (as defined below) will, if and to the 
extent intended by the Committee, be subject to provisions that should qualify  
such awards as "performance based compensation" not subject to the limitation on
tax deductibility by our company under Code Section 162(m). For purposes of     
Section 162(m), the term "covered employee" means our chief executive officer   
and each other person whose compensation is required to be disclosed in our     
company's filings with the SEC by reason of that person being among the four    
highest compensated officers of our company as of the end of a taxable year. If 
and to the extent required under Section 162(m) of the Code, any power or       
authority relating to a performance award intended to qualify under Section     
162(m) of the Code is to be exercised by the Committee, not our Board of        
Directors.                                                                      

    Subject to the requirements of the 2005 Plan, the Committee will determine
performance award terms, including the required levels of performance with      
respect to specified business criteria, the corresponding amounts payable upon  
achievement of such levels of performance, termination and forfeiture provisions
and the form of settlement. One or more of the following business criteria for  
our company, on a consolidated basis, and/or for Related Entities, or for       
business or geographical units of our company and/or a Related Entity (except   
with respect to the total shareholder return and earnings per share criteria),  
shall be used by the Committee in establishing performance goals for performance
awards to "covered employees" that are intended to qualify under Section 162(m):
(1) earnings per share; (2) revenues or margin; (3) cash flow; (4) operating    
margin; (5) return on net assets; (6) return on investment; (7) return on       
capital; (8) return on equity; (9) economic value added; (10) direct            
contribution; (11) net income, (12) pretax earnings; (13) earnings before       
interest, taxes, depreciation and amortization; (14) earnings after interest    
expense and before extraordinary or special items; (15) operating income; (16)  
income before interest income or expense, unusual items and income taxes, local,
state or federal and excluding budgeted and actual bonuses which might be paid  
under any ongoing bonus plans of our company; (17) working capital; (18)        
management of fixed costs or variable costs; (19) identification or consummation
of investment opportunities or completion of specified projects in accordance   
with corporate business plans, including strategic mergers, acquisitions or     
divestitures; (20) total shareholder return; (21) debt reduction; and (22) any  
of the above goals determined on an absolute or relative basis or as compared to
the performance of a published or special index deemed applicable by the        
Committee including, but not limited to, the Standard & Poor's 500 Stock Index  
or a group of comparable companies. The Committee may exclude the impact of an  
event or occurrence which the Committee determines should appropriately be      
excluded, including without limitation (i) restructurings, discontinued         
operations, extraordinary items, and other unusual or non-recurring charges,    
(ii) an event either not directly related to the operations of our company or   
not within the reasonable control of our company's management, or (iii) a change
in accounting standards required by generally accepted accounting principles.   

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    In granting performance awards, the Committee may establish unfunded award
"pools," the amounts of which will be based upon the achievement of a           
performance goal or goals based on one or more of certain business criteria     
described in the 2005 Plan (including, for example, total shareholder return,   
net income, pretax earnings, EBITDA, earnings per share, and return on          
investment). During the first 90 days of a performance period, the Committee    
will determine who will potentially receive performance awards for that         
performance period, either out of the pool or otherwise.                        

    After the end of each performance period, the Committee will determine (i)
the amount of any pools and the maximum amount of potential performance awards  
payable to each participant in the pools and (ii) the amount of any other       
potential performance awards payable to participants in the 2005 Plan. The      
Committee may, in its discretion, determine that the amount payable as a        
performance award will be reduced from the amount of any potential award.       

OTHER TERMS OF AWARDS                                                           

 Awards may be settled in the form of cash, shares of our company common
stock, other awards or other property, in the discretion of the Committee. The  
Committee may require or permit participants to defer the settlement of all or  
part of an award in accordance with such terms and conditions as the Committee  
may establish, including payment or crediting of interest or dividend           
equivalents on deferred amounts, and the crediting of earnings, gains and losses
based on deemed investment of deferred amounts in specified investment vehicles.
The Committee is authorized to place cash, shares of our company common stock or
other property in trusts or make other arrangements to provide for payment of   
our company's obligations under the 2005 Plan. The Committee may condition any  
payment relating to an award on the withholding of taxes and may provide that a 
portion of any shares of our company common stock or other property to be       
distributed will be withheld (or previously acquired shares of our company      
common stock or other property be surrendered by the participant) to satisfy    
withholding and other tax obligations. Awards granted under the 2005 Plan       
generally may not be pledged or otherwise encumbered and are not transferable   
except by will or by the laws of descent and distribution, or to a designated   
beneficiary upon the participant's death, except that the Committee may, in its 
discretion, permit transfers for estate planning or other purposes subject to   
any applicable restrictions under Rule 16b 3 of the Exchange Act.               

     Awards under the 2005 Plan are generally granted without a requirement that
the participant pay consideration in the form of cash or property for the grant 
(as distinguished from the exercise), except to the extent required by law. The 
Committee may, however, grant awards in exchange for other awards under the 2005
Plan awards or under other company plans, or other rights to payment from our   
company, and may grant awards in addition to and in tandem with such other      
awards, rights or other awards.                                                 

ACCELERATION OF VESTING; CHANGE IN CONTROL                                      

  The Committee may, in its discretion, accelerate the exercisability, the
lapsing of restrictions or the expiration of deferral or vesting periods of any 
award, and such accelerated exercisability, lapse, expiration and if so provided
in the award agreement, vesting shall occur automatically in the case of a      
"change in control" of our company, as defined in the 2005 Plan (including the  
cash settlement of SARs and "limited SARs" which may be exercisable in the event
of a change in control). In addition, the Committee may provide in an award     
agreement that the performance goals relating to any performance based          

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award will be deemed to have been met upon the occurrence of any "change in     
control." Upon the occurrence of a change in control, if so provided in the     
award agreement, stock options and limited SARs (and other SARs which so        
provide) may be cashed out based on a defined "change in control price," which  
will be the higher of (i) the cash and fair market value of property that is the
highest price per share paid (including extraordinary dividends) in any         
reorganization, merger, consolidation, liquidation, dissolution or sale of      
substantially all assets of our company, or (ii) the highest fair market value  
per share (generally based on market prices) at any time during the 60 days     
before and 60 days after a change in control.                                   

AMENDMENT AND TERMINATION                                                       

    Our Board of Directors may amend, alter, suspend, discontinue or terminate
the 2005 Plan or the Committee's authority to grant awards without further      
shareholder approval, except shareholder approval must be obtained for any      
amendment or alteration if such approval is required by law or regulation or    
under the rules of any stock exchange or quotation system on which shares of our
company common stock are then listed or quoted. Thus, shareholder approval may  
not necessarily be required for every amendment to the 2005 Plan which might    
increase the cost of the 2005 Plan or alter the eligibility of persons to       
receive awards. Shareholder approval will not be deemed to be required under    
laws or regulations, such as those relating to ISOs, that condition favorable   
treatment of participants on such approval, although our Board of Directors may,
in its discretion, seek shareholder approval in any circumstance in which it    
deems such approval advisable. Unless earlier terminated by our Board of        
Directors, the 2005 Plan will terminate at such time as no shares of our company
common stock remain available for issuance under the 2005 Plan and our company  
has no further rights or obligations with respect to outstanding awards under   
the 2005 Plan.                                                                  

FEDERAL INCOME TAX CONSEQUENCES OF AWARDS                                       

  The 2005 Plan is not qualified under the provisions of section 401(a) of
the Code and is not subject to any of the provisions of the Employee Retirement 
Income Security Act of 1974.                                                    

NONQUALIFIED STOCK OPTIONS. On exercise of a nonqualified stock option
granted under the 2005 Plan an optionee will recognize ordinary income equal to 
the excess, if any, of the fair market value on the date of exercise of the     
shares of stock acquired on exercise of the option over the exercise price. If  
the optionee is an employee of our company or a Related Entity, that income will
be subject to the withholding of Federal income tax. The optionee's tax basis in
those shares will be equal to their fair market value on the date of exercise of
the option, and his holding period for those shares will begin on that date. If 
an optionee pays for shares of stock on exercise of an option by delivering     
shares of our company's stock, the optionee will not recognize gain or loss on  
the shares delivered, even if their fair market value at the time of exercise   
differs from the optionee's tax basis in them. The optionee, however, otherwise 
will be taxed on the exercise of the option in the manner described above as if 
he had paid the exercise price in cash. If a separate identifiable stock        
certificate is issued for that number of shares equal to the number of shares   
delivered on exercise of the option, the optionee's tax basis in the shares     
represented by that certificate will be equal to his tax basis in the shares    
delivered, and his holding period for those shares will include his holding     
period for the shares delivered. The optionee's tax basis and holding           

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period for the additional shares received on exercise of the option will be the 
same as if the optionee had exercised the option solely in exchange for cash.   

     Our company will be entitled to a deduction for Federal income tax purposes
equal to the amount of ordinary income taxable to the optionee, provided that   
amount constitutes an ordinary and necessary business expense for our company   
and is reasonable in amount, and either the employee includes that amount in    
income or our company timely satisfies its reporting requirements with respect  
to that amount.                                                                 

INCENTIVE STOCK OPTIONS. The 2005 Plan provides for the grant of stock
op-tions that qualify as "incentive stock options" as defined in section 422 of 
the Code, which we refer to as ISOs. Under the Code, an optionee generally is   
not subject to tax upon the grant or exercise of an ISO. In addition, if the    
op-tionee holds a share received on exercise of an ISO for at least two years   
from the date the option was granted and at least one year from the date the    
option was exercised, which we refer to as the Required Holding Period, the     
difference, if any, between the amount realized on a sale or other taxable      
disposition of that share and the holder's tax basis in that share will be      
long-term capital gain or loss.                                                 

     If, however, an optionee disposes of a share acquired on exercise of an ISO
before the end of the Required Holding Period, which we refer to as a Dis-      
qualifying Disposition, the optionee generally will recognize ordinary income in
the year of the Disqualifying Disposition equal to the excess, if any, of the   
fair market value of the share on the date the ISO was exercised over the exer- 
cise price. If, however, the Disqualifying Disposition is a sale or exchange on 
which a loss, if realized, would be recognized for Federal income tax purposes, 
and if the sales proceeds are less than the fair market value of the share on   
the date of exercise of the option, the amount of ordinary income recognized by 
the optionee will not exceed the gain, if any, realized on the sale. If the     
amount realized on a Disqualifying Disposition exceeds the fair market value of 
the share on the date of exercise of the option, that excess will be short-term 
or long-term capital gain, depending on whether the holding period for the share
exceeds one year.                                                               

 An optionee who exercises an ISO by delivering shares of stock acquired
previously pursuant to the exercise of an ISO before the expiration of the Re-  
quired Holding Period for those shares is treated as making a Disqualifying Dis-
position of those shares. This rule prevents "pyramiding" or the exercise of an 
ISO (that is, exercising an ISO for one share and using that share, and others  
so acquired, to exercise successive ISOs) without the imposition of current     
income tax.                                                                     

   For purposes of the alternative minimum tax, the amount by which the fair
market value of a share of stock acquired on exercise of an ISO exceeds the     
exercise price of that option generally will be an adjustment included in the   
optionee's alternative minimum taxable income for the year in which the option  
is exercised. If, however, there is a Disqualifying Disposition of the share in 
the year in which the option is exercised, there will be no adjustment with     
res-pect to that share. If there is a Disqualifying Disposition in a later year,
no income with respect to the Disqualifying Disposition is included in the      
op-tionee's alternative minimum taxable income for that year. In computing      
alter-native minimum taxable income, the tax basis of a share acquired on       
exercise of an ISO is increased by the amount of the adjustment taken into      
account with respect to that share for alternative minimum tax purposes in the  
year the option is exercised.                                                   

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Our company is not allowed an income tax deduction with respect to the
grant or exercise of an incentive stock option or the disposition of a share    
acquired on exercise of an incentive stock option after the Required Holding    
Period. However, if there is a Disqualifying Disposition of a share, our company
is allowed a deduction in an amount equal to the ordinary income includible in  
income by the optionee, provided that amount constitutes an ordinary and        
necessary business expense for our company and is reasonable in amount, and     
either the employee includes that amount in income or our company timely        
satisfies its reporting requirements with respect to that amount.               

STOCK AWARDS. Generally, the recipient of a stock award will recognize
ordinary compensation income at the time the stock is received equal to the     
excess, if any, of the fair market value of the stock received over any amount  
paid by the recipient in exchange for the stock. If, however, the stock is      
non-vested when it is received under the 2005 Plan (for example, if the employee
is required to work for a period of time in order to have the right to sell the 
stock), the recipient generally will not recognize income until the stock       
becomes vested, at which time the recipient will recognize ordinary compensation
income equal to the excess, if any, of the fair market value of the stock on the
date it becomes vested over any amount paid by the recipient in exchange for the
stock. A recipient may, however, file an election with the Internal Revenue     
Service, within 30 days of his or her receipt of the stock award, to recognize  
ordinary compensation income, as of the date the recipient receives the award,  
equal to the excess, if any, of the fair market value of the stock on the date  
the award is granted over any amount paid by the recipient in exchange for the  
stock.                                                                          

The recipient's basis for the determination of gain or loss upon the  
subsequent disposition of shares acquired as stock awards will be the amount    
paid for such shares plus any ordinary income recognized either when the stock  
is received or when the stock becomes vested. Upon the disposition of any stock 
received as a stock award under the 2005 Plan the difference between the sale   
price and the recipient's basis in the shares will be treated as a capital gain 
or loss and generally will be characterized as long-term capital gain or loss if
the shares have been held for more the one year from the date as of which he or 
she would be required to recognize any compensation income.                     

STOCK APPRECIATION RIGHTS                                                       

     Our company may grant SARs separate from any other award, which we refer to
as Stand-Alone SARs, or in tandem with options, which we refer to as Tandem     
SARs, under the 2005 Plan. Generally, the recipient of a Stand-Alone SAR will   
not recognize any taxable income at the time the Stand-Alone SAR is granted.    

With respect to Stand-Alone SARs, if the recipient receives the       
appreciation inherent in the SARs in cash, the cash will be taxable as ordinary 
compensation income to the recipient at the time that the cash is received. If  
the recipient receives the appreciation inherent in the SARs in shares of stock,
the recipient will recognize ordinary compensation income equal to the excess of
the fair market value of the stock on the day it is received over any amounts   
paid by the recipient for the stock.                                            

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With respect to Tandem SARs, if the recipient elects to surrender the 
underlying option in exchange for cash or shares of stock equal to the          
appreciation inherent in the underlying option, the tax consequences to the     
recipient will be the same as discussed above relating to the Stand-Alone SARs. 
If the recipient elects to exercise the underlying option, the holder will be   
taxed at the time of exercise as if he or she had exercised a nonqualified stock
option (discussed above), i.e., the recipient will recognize ordinary income for
federal tax purposes measured by the excess of the then fair market value of the
shares of stock over the exercise price.                                        

  In general, there will be no federal income tax deduction allowed to our
company upon the grant or termination of Stand-Alone SARs or Tandem SARs. Upon  
the exercise of either a Stand-Alone SAR or a Tandem SAR, however, our company  
will be entitled to a deduction for federal income tax purposes equal to the    
amount of ordinary income that the employee is required to recognize as a result
of the exercise, provided that the deduction is not otherwise disallowed under  
the Code.                                                                       

 DIVIDEND EQUIVALENTS. Generally, the recipient of a dividend equivalent
award will recognize ordinary compensation income at the time the dividend      
equivalent award is received equal to the fair market value dividend equivalent 
award received. Our company generally will be entitled to a deduction for       
federal income tax purposes equal to the amount of ordinary income that the     
employee is required to recognize as a result of the dividend equivalent award, 
provided that the deduction is not otherwise disallowed under the Code.         

 SECTION 409A. Section 409A of the Code, enacted as part of the American
Jobs Creation Act of 2004, imposes certain new requirements applicable to       
"nonqualified deferred compensation plans," including new rules relating to the 
timing of deferral elections and elections with regard to the form and timing of
benefit distributions, prohibitions against the acceleration of the timing of   
distributions, and the times when distributions may be made, as well as rules   
that generally prohibit the funding of nonqualified deferred compensation plans 
in offshore trusts or upon the occurrence of a change in the employer's         
financial health. These new rules generally apply with respect to deferred      
compensation that becomes earned and vested on or after January 1, 2005. If a   
nonqualified deferred compensation plan subject to Section 409A fails to meet,  
or is not operated in accordance with, these new requirements, then all         
compensation deferred under the plan is or becomes immediately taxable to the   
extent that it is not subject to a substantial risk of forfeiture and was not   
previously taxable. The tax imposed as a result of these new rules would be     
increased by interest at a rate equal to the rate imposed upon tax underpayments
plus one percentage point, and an additional tax equal to 20% of the            
compensation required to be included in income. Some of the awards to be granted
under this 2005 Plan may constitute deferred compensation subject to the Section
409A requirements, including, without limitation, discounted stock options,     
deferred stock and SARs that are not payable in shares of our company stock. It 
is our company's intention that any award agreement that will govern awards     
subject to Section 409A will comply with these new rules.                       

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SECTION 162 LIMITATIONS. The Omnibus Budget Reconciliation Act of 1993
added Section 162(m) to the Code, which generally disallows a public company's  
tax deduction for compensation to covered employees in excess of $1 million in  
any tax year beginning on or after January 1, 1994. Compensation that qualifies 
as "performance based compensation" is excluded from the $1 million             
deductibility cap, and therefore remains fully deductible by the company that   
pays it. Our Company intends that options granted to employees whom the         
Committee expects to be covered employees at the time a deduction arises in     
connection with such options, will qualify as such "performance based           
compensation," so that such options will not be subject to the Section 162(m)   
deductibility cap of $1 million. Future changes in Section 162(m) or the        
regulations thereunder may adversely affect the ability of our company to ensure
that options under the 2005 Plan will qualify as "performance based             
compensation" that is fully deductible by our company under Section 162(m).     

    IMPORTANCE OF CONSULTING TAX ADVISER. The information set forth above is a
summary only and does not purport to be complete. In addition, the information  
is based upon current Federal income tax rules and therefore is subject to      
change when those rules change. Moreover, because the tax consequences to any   
recipient may depend on his particular situation, each recipient should consult 
his tax adviser as to the Federal, state, local and other tax consequences of   
the grant or exercise of an award or the disposition of stock acquired as a     
result of an award.                                                             

The Board recommends a vote FOR this proposal.                        

REPORT OF THE BOARD OF DIRECTORS FUNCITIONING AS THE AUDIT COMMITTEE  

 The following Report of the Board of Directors functioning as the Audit
Committee, covering our fiscal year ended December 31, 2004, shall not be deemed
to be "soliciting material" or to be "filed" with the Commission or subject to  
Regulations 14A or 14C of the Commission, or the liabilities of Section 18 of   
the Exchange Act. Such report shall not be deemed incorporated by reference into
any filing under the Securities Act or the Exchange Act, notwithstanding any    
general incorporation by reference of this Proxy Statement into any other       
document.                                                                       

We do not have an audit committee and as a result our entire board of 
directors performs the duties of an audit committee. Our board of directors     
evaluates and approves the scope and cost of auditor activities before audit and
non-audit services are rendered.                                                

The board of directors oversees our financial reporting process. Our  
management has the primary responsibility for our financial statements as well  
as our financial reporting process, principles and internal controls. Our       
independent auditors are responsible for performing an audit of our financial   
statements and expressing an opinion on such financial statements and their     
conformity with generally accepted accounting principles.                       

Management has reviewed the audited financial statements in the Annual
Report with the board of directors including a discussion of the quality, not   
just the acceptability, of the accounting principles, the reasonableness of     
significant accounting judgments and estimates, and the clarity of disclosures  
in the financial statements.                                                    

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     In its meetings with representatives of the independent auditors, the board
of directors asks them to address, and discusses their responses to several     
questions that the board of directors believes are particularly relevant to its 
oversight. These questions include:                                             

  o    Are there any significant accounting judgments or estimates made by
         management in preparing the financial statements that would have been
  made differently had the auditors themselves prepared and been
responsible for the financial statements?                   

     o    Based on the auditors' experience, and their knowledge of our company,
         do our financial statements fairly present to investors, with clarity
    and completeness, our financial position and performance for the
     reporting period in accordance with generally accepted accounting
principles, and SEC disclosure requirements?                

     o    Based on the auditors' experience, and their knowledge of our company,
  have we implemented effective internal controls over financial
        reporting and internal audit procedures that are appropriate for us?

     The board of directors believes that, by thus focusing its discussions with
the independent auditors, it can promote a meaningful dialogue that provides a  
basis for its oversight judgments.                                              

   The board of directors also discussed with the independent auditors other
matters required to be discussed by the auditors with the Committee under       
Statement on Auditing Standards No. 61, as amended by Statement on Auditing     
Standards No. 90, and other regulations. The Committee received and discussed   
with the auditors their annual written report on their independence from us and 
our management, which is made under Rule 3600T of the Public Company Accounting 
Oversight Board, which adopts on an interim basis Independence Standards Board  
Standard No. 1 (independence discussions with board of directors), and          
considered with the auditors whether the provision of non-audit services        
provided by them to us during 2004 was compatible with the auditors'            
independence.                                                                   

 In performing all of these functions, the board of directors acts in an
oversight capacity. The board of directors reviews our earnings releases before 
issuance and quarterly and annual reporting on Form 10-QSB and Form 10-KSB prior
to filing with the SEC. In its oversight role, the board of directors relies on 
the work and assurances of our management, which has the primary responsibility 
for our financial statements and reports, and of the independent auditors, who, 
in their report, express an opinion on such financial statements and their      
conformity generally accepted accounting principles.                            

The board of directors has also considered whether the independent    
auditors' provision of non-audit services to us is compatible with maintaining  
the auditors' independence.                                                     

     Based on the reports and discussions described above, the audited financial
statements were included in our Annual Report on Form 10-KSB for the year ended 
December 31, 2004, for filing with the SEC.                                     

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ITEM 4: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS                 

     The board of directors has appointed Gordon, Hughes & Banks LLP to serve as
independent auditors for the year ending December 31, 2004. Gordon, Hughes &    
Banks LLP has served as our independent auditors since 2003, and is considered  
by our management to be well qualified.                                         

   Our independent auditor, Gordon, Hughes & Banks, LLP, billed an aggregate
of $21,100 for the year ended December 31, 2004 for professional services       
rendered for the audit of our annual financial statements and review of interim 
financial statements. Gordon, Hughes & Banks, LLP also billed $13,500 for       
services related to the filing of our Form SB-2. In addition, Gordon, Hughes &  
Banks, LLP billed an aggregate of $-0- for the year ending December 31, 2004 for
professional services rendered for tax compliance and filings.                  

   All services performed by Gordon, Hughes & Banks LLP were pre-approved by
the board of directors. On an annual basis, the board of directors will review  
and provide approval for services that may be provided by the independent       
auditors.                                                                       

   The Board recommends a vote FOR the appointment of Gordon, Hughes & Banks
LLP as independent auditors.                                                    

 FORM 10-KSB

UPON WRITTEN REQUEST OF ANY PERSON ENTITLED TO VOTE AT THE MEETING, ADDRESSED TO
US, ATTENTION: SECRETARY, FRONTIER STAFFING, INC., 3520 PAN AMERICAN FREEWAY,   
SUITE A-1, ALBUQUERQUE, NEW MEXICO 87107, WE WILL PROVIDE WITHOUT CHARGE, A COPY
OF OUR ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004,
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE SECURITIES 
EXCHANGE ACT OF 1934, AS AMENDED.                                               

COMMUNICATIONS WITH STOCKHOLDERS

    Anyone who has a concern about our conduct, including accounting, internal
accounting controls or audit matters, may communicate directly with our Chief   
Executive Officer, or our non-management directors. Such communications may be  
confidential or anonymous, and may be submitted in writing addressed care of    
Frederick A. Huttner, Chief Financial Officer, Frontier Staffing, Inc., 3520 Pan
American Freeway, Suite A-1, Albuquerque, New Mexico 87107. All such concerns   
will be forwarded to the appropriate directors for their review, and will be    
simultaneously reviewed and addressed by the proper executive officers in the   
same way that other concerns are addressed by us.                               

 DEADLINE FOR FUTURE PROPOSALS OF STOCKHOLDERS

Proposals that a stockholder desires to have included in our proxy    
materials for our 2006 Annual Meeting of Stockholders must comply with the      
applicable rules and regulations of the Commission, including that any such     
proposal must be received by our Secretary at our principal office no later than
January 16, 2006. It is suggested that such proposals be sent by Certified Mail,
Return Receipt Requested. Our By-laws require a stockholder to give advance     
notice of any business, including the nomination of candidates for the Board of 
Directors, which the stockholder wishes to bring before a meeting of our        

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stockholders. In general, for business to be brought before an annual meeting by
a stockholder, written notice of the stockholder proposal or nomination must be 
received by our Secretary not more than 180 days prior to the anniversary of the
preceding year's annual meeting. With respect to stockholder proposals, the     
stockholder's notice to our Secretary must contain a brief description of the   
business to be brought before the meeting and the reasons for conducting such   
business at the meeting, as well as other information set forth in our By-laws  
or required by law. With respect to the nomination of a candidate for the Board 
of Directors by a stockholder, the stockholder's notice to our Secretary must   
contain certain information set forth in our By-laws about both the nominee and 
the stockholder making the nominations. If a stockholder desires to have a      
proposal included in our proxy materials for our 2006 Annual Meeting of         
Stockholders and desires to have such proposal brought before the same annual   
meeting, the stockholder must comply with both sets of procedures described in  
this paragraph. Any required written notices should be sent to Frontier         
Staffing, Inc., 3520 Pan American Freeway, Suite A-1, Albuquerque, New Mexico   
87107. Attn: Secretary.                                                         

OTHER MATTERS WHICH MAY COME BEFORE THE ANNUAL MEETING

   We know of no other matters to be presented at the Annual Meeting, but if
any other matters should properly come before the meeting, it is intended that  
the persons named in the accompanying form of proxy will vote the same in       
accordance with their best judgment and their discretion, and authority to do so
is included in the proxy.                                                       

 SOLICITATION OF PROXIES

The expense of this solicitation of proxies will be borne by us.      
Solicitations will be made only by use of the mail except that, if deemed       
desirable, our officers and regular employees may solicit proxies by telephone, 
telegraph or personal calls. Brokerage houses, custodians, nominees and         
fiduciaries will be requested to forward the proxy soliciting material to the   
beneficial owners of the stock held of record by such persons and we will       
reimburse them for their reasonable expenses incurred in this effort.           

                                              BY ORDER OF THE BOARD OF DIRECTORS

                          CLARENCE DOWNS
                                    Chairman of the Board of
                     Directors

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Exhibit 1                                                                       

2005 Incentive Compensation Plan

 =================================

 FRONTIER STAFFING, INC.

2005 INCENTIVE COMPENSATION PLAN

 =================================

 FRONTIER STAFFING, INC.

2005 INCENTIVE COMPENSATION PLAN

1. Purpose .................................................................1   

2. Definitions..............................................................1   

3. Administration...........................................................6   

      (a) Authority of the Committee.....................................6
      (b) Manner of Exercise of Committee Authority......................6
      (c) Limitation of Liability........................................6

4. Shares Subject to Plan...................................................6   

   (a) Limitation on Overall Number of Shares Available for Delivery
          Under Plan.....................................................6
      (b) Application of Limitation to Grants of Award...................7
(c) Availability of Shares Not Delivered under Awards and     
          Adjustments to Limits..........................................7
      (d) No Further Awards Under Prior Plan.............................8

5. Eligibility; Per-Person Award Limitations................................8   

6. Specific Terms of Awards.................................................8   

      (a) General........................................................8
      (b) Options........................................................8
      (c) Stock Appreciation Rights.....................................10
      (d) Restricted Stock Awards.......................................11
      (e) Deferred Stock Award..........................................12
      (f) Bonus Stock and Awards in Lieu of Obligations.................12
      (g) Dividend Equivalents..........................................13
      (h) Performance Awards............................................13
      (i) Other Stock-Based Awards......................................13

7. Certain Provisions Applicable to Awards.................................13   

      (a) Stand-Alone, Additional, Tandem, and Substitute Awards........13
      (b) Term of Awards................................................14
      (c) Form and Timing of Payment Under Awards; Deferrals............14
      (d) Exemptions from Section 16(b) Liability.......................14

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8. Code Section 162(m) Provisions..........................................14   

      (a) Covered Employees.............................................14
      (b) Performance Criteria..........................................14
      (c) Performance Period; Timing for Establishing Performance Goals.15
      (d) Adjustments...................................................15
      (e) Committee Certification.......................................15

9.  Change in Control......................................................15   

      (a) Effect of Change in Control...................................15
      (b) Definition of Change in Control...............................16

10.      General Provisions................................................17   

      (a) Compliance With Legal and Other Requirements..................17
      (b) Limits on Transferability; Beneficiaries......................18
      (c) Adjustments...................................................18
      (d) Taxes.........................................................19
      (e) Changes to the Plan and Awards................................19
      (f) Limitation on Rights Conferred Under Plan.....................20
      (g) Unfunded Status of Awards; Creation of Trusts.................20
      (h) Nonexclusivity of the Plan....................................20
      (i) Payments in the Event of Forfeitures; Fractional Shares.......20
      (j) Governing Law.................................................20
      (k) Non-U.S. Laws.................................................20
(l) Plan Effective Date and ShareholderApproval;Termination   
          of Plan.......................................................20

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 FRONTIER STAFFING, INC.

2005 INCENTIVE COMPENSATION PLAN

1.   Purpose.                                                                   

 The purpose of this 2005 INCENTIVE COMPENSATION PLAN (the "Plan") is to
assist FRONTIER STAFFING, INC., a Nevada corporation (the "Company") and its    
Related Entities (as hereinafter defined) in attracting, motivating, retaining  
and rewarding high-quality executives and other employees, officers, directors, 
consultants and other persons who provide services to the Company or its Related
Entities by enabling such persons to acquire or increase a proprietary interest 
in the Company in order to strengthen the mutuality of interests between such   
persons and the Company's shareholders, and providing such persons with         
performance incentives to expend their maximum efforts in the creation of       
shareholder value.                                                              

2.   Definitions.                                                               

     For purposes of the Plan, the following terms shall be defined as set forth
below, in addition to such terms defined in Section 1 hereof.                   

      (a) "Award" means any Option, Stock Appreciation Right, Restricted
   Stock Award, Deferred Stock Award, Share granted as a bonus or in lieu of
    another award, Dividend Equivalent, Other Stock-Based Award or Performance
    Award, together with any other right or interest, granted to a Participant
under the Plan.                                                       

        (b) "Award Agreement" means any written agreement, contract or other
instrument or document evidencing any Award granted by the Committee  
hereunder.                                                            

          (c) "Beneficiary" means the person, persons, trust or trusts that have
been designated by a Participant in his or her most recent written    
  beneficiary designation filed with the Committee to receive the benefits
   specified under the Plan upon such Participant's death or to which Awards
or other rights are transferred if and to the extent permitted under  
Section 10(b) hereof. If, upon a Participant's death, there is no     
   designated Beneficiary or surviving designated Beneficiary, then the term
    Beneficiary means the person, persons, trust or trusts entitled by will or
the laws of descent and distribution to receive such benefits.        

          (d) "Beneficial Owner" shall have the meaning ascribed to such term in
Rule 13d-3 under the Exchange Act and any successor to such Rule.     

(e) "Board" means the Company's Board of Directors.         

       (f) "Cause" shall, with respect to any Participant have the meaning
   specified in the Award Agreement. In the absence of any definition in the
Award Agreement, "Cause" shall have the equivalent meaning or the same
    meaning as "cause" or "for cause" set forth in any employment, consulting,
    or other agreement for the performance of services between the Participant
and the Company or a Related Entity or, in the absence of any such    
  agreement or any such definition in such agreement, such term shall mean
    (i) the failure by the Participant to perform, in a reasonable manner, his
or her duties as assigned by the Company or a Related Entity, (ii) any
     violation or breach by the Participant of his or her employment, consulting
  or other similar agreement with the Company or a Related Entity, if any,
  (iii) any violation or breach by the Participant of any non-competition,
  non-solicitation, non-disclosure and/or other similar agreement with the

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    Company or a Related Entity, (iv) any act by the Participant of dishonesty
  or bad faith with respect to the Company or a Related Entity, (v) use of
alcohol, drugs or other similar substances in a manner that adversely 
   affects the Participant's work performance, or (vi) the commission by the
   Participant of any act, misdemeanor, or crime reflecting unfavorably upon
the Participant or the Company or any Related Entity. The good faith  
determination by the Committee of whether the Participant's Continuous
Service was terminated by the Company for "Cause" shall be final and  
binding for all purposes hereunder.                                   

     (g) "Change in Control" means a Change in Control as defined with
related terms in Section 9(b) of the Plan.                            

       (h) "Code" means the Internal Revenue Code of 1986, as amended from
     time to time, including regulations thereunder and successor provisions and
regulations thereto.                                                  

(i) "Committee" means a committee designated by the Board to
administer the Plan; provided, however, that if the Board fails to    
designate a committee or if there are no longer any members on the    
 committee so designated by the Board, then the Board shall serve as the
    Committee. The Committee shall consist of at least two directors, and each
  member of the Committee shall be (i)a "non-employee director" within the
meaning of Rule 16b-3 (or any successor rule) under the Exchange Act, 
   unless administration of the Plan by "non-employee directors" is not then
    required in order for exemptions under Rule 16b-3 to apply to transactions
  under the Plan, (ii) an "outside director" within the meaning of Section
162(m) of the Code, and (iii) "Independent."                          

  (j) "Consultant" means any person (other than an Employee or a
Director, solely with respect to rendering services in such person's  
     capacity as a director) who is engaged by the Company or any Related Entity
  to render consulting or advisory services to the Company or such Related
Entity.                                                               

          (k) "Continuous Service" means the uninterrupted provision of services
     to the Company or any Related Entity in any capacity of Employee, Director,
Consultant or other service provider. Continuous Service shall not be 
considered to be interrupted in the case of (i) any approved leave of 
 absence, (ii) transfers among the Company, any Related Entities, or any
  successor entities, in any capacity of Employee, Director, Consultant or
other service provider, or (iii) any change in status as long as the  
     individual remains in the service of the Company or a Related Entity in any
capacity of Employee, Director, Consultant or other service provider  
     (except as otherwise provided in the Award Agreement). An approved leave of
   absence shall include sick leave, military leave, or any other authorized
personal leave.                                                       

     (l) "Covered Employee" means an Eligible Person who is a "covered
employee" within the meaning of Section 162(m)(3) of the Code, or any 
successor provision thereto.                                          

   (m) "Deferred Stock" means a right to receive Shares, including
    Restricted Stock, cash or a combination thereof, at the end of a specified
deferral period.                                                      

          (n) "Deferred Stock Award" means an Award of Deferred Stock granted to
a Participant under Section 6(e) hereof.                              

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        (o) "Director" means a member of the Board or the board of directors
of any Related Entity.                                                

       (p) "Disability" means a permanent and total disability (within the
  meaning of Section 22(e) of the Code), as determined by a medical doctor
satisfactory to the Committee.                                        

       (q) "Discounted Option" means any Option awarded under Section 6(b)
    hereof with an exercise price that is less than the Fair Market Value of a
Share on the date of grant.                                           

          (r) "Discounted Stock Appreciation Right" means any Stock Appreciation
     Right awarded under Section 6(c) hereof with an exercise price that is less
than the Fair Market Value of a Share on the date of grant.           

     (s) "Dividend Equivalent" means a right, granted to a Participant
   under Section 6(g) hereof, to receive cash, Shares, other Awards or other
property equal in value to dividends paid with respect to a specified 
number of Shares, or other periodic payments.                         

          (t) "Effective Date" means the effective date of the Plan, which shall
be June 20, 2005.                                                     

 (u) "Eligible Person" means each officer, Director, Employee,
 Consultant and other person who provides services to the Company or any
Related Entity. The foregoing notwithstanding, only employees of the  
     Company, or any parent corporation or subsidiary corporation of the Company
(as those terms are defined in Sections 424(e) and (f) of the Code,   
respectively), shall be Eligible Persons for purposes of receiving any
    Incentive Stock Options. An Employee on leave of absence may be considered
   as still in the employ of the Company or a Related Entity for purposes of
eligibility for participation in the Plan.                            

          (v) "Employee" means any person, including an officer or Director, who
is an employee of the Company or any Related Entity. The payment of a 
   director's fee by the Company or a Related Entity shall not be sufficient
to constitute "employment" by the Company.                            

    (w) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, including rules thereunder and successor   
provisions and rules thereto.                                         

         (x) "Executive Committee" means the Executive Committee of the Board.

         (y) "Fair Market Value" means the fair market value of Shares, Awards
or other property as determined by the Committee, or under procedures 
     established by the Committee. Unless otherwise determined by the Committee,
    the Fair Market Value of a Share as of any given date shall be the closing
   sale price per Share reported on a consolidated basis for stock listed on
  the principal stock exchange or market on which Shares are traded on the
    date as of which such value is being determined or, if there is no sale on
that date, then on the last previous day on which a sale was reported.

      (z) "Good Reason" shall, with respect to any Participant, have the
    meaning specified in the Award Agreement. In the absence of any definition
    in the Award Agreement, "Good Reason" shall have the equivalent meaning or
 the same meaning as "good reason" or "for good reason" set forth in any
   employment, consulting or other agreement for the performance of services

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between the Participant and the Company or a Related Entity or, in the
 absence of any such agreement or any such definition in such agreement,
  such term shall mean (i) the assignment to the Participant of any duties
inconsistent in any material respect with the Participant's position, 
authority, duties or responsibilities as assigned by the Company or a 
Related Entity, or any other action by the Company or a Related Entity
    which results in a material diminution in such position, authority, duties
     or responsibilities, excluding for this purpose any action not taken in bad
 faith and which is remedied by the Company or a Related Entity promptly
after receipt of notice thereof given by the Participant; or (ii) any 
material failure by the Company or a Related Entity to comply with its
   obligations to the Participant as agreed upon, other than any failure not
  occurring in bad faith and which is remedied by the Company or a Related
   Entity promptly after receipt of notice thereof given by the Participant.

 (aa) "Incentive Stock Option" means any Option intended to be
   designated as an incentive stock option within the meaning of Section 422
of the Code or any successor provision thereto.                       

        (bb) "Independent," when referring to either the Board or members of
the Committee, shall have the same meaning as used in the rules of the
Nasdaq Stock Market or any national securities exchange on which any  
 securities of the Company are listed for trading, and if not listed for
trading, by the rules of the Nasdaq Stock Market.                     

          (cc) "Incumbent Board" means the Incumbent Board as defined in Section
9(b)(ii) of the Plan.                                                 

      (dd) "Option" means a right granted to a Participant under Section
     6(b) hereof, to purchase Shares or other Awards at a specified price during
specified time periods.                                               

          (ee) "Optionee" means a person to whom an Option is granted under this
 Plan or any person who succeeds to the rights of such person under this
Plan.                                                                 

          (ff) "Option Proceeds" means the cash actually received by the Company
    for the exercise price in connection with the exercise of Options that are
exercised after the Effective Date of the Plan, plus the maximum tax  
   benefit that could be realized by the Company as a result of the exercise
   of such Options, which tax benefit shall be determined by multiplying (i)
   the amount that is deductible for Federal income tax purposes as a result
    of any such option exercise (currently, equal to the amount upon which the
 Participant's withholding tax obligation is calculated), times (ii) the
  maximum Federal corporate income tax rate for the year of exercise. With
respect to Options, to the extent that a Participant pays the exercise
  price and/or withholding taxes with Shares, Option Proceeds shall not be
calculated with respect to the amounts so paid in Shares.             

         (gg) "Other Stock-Based Awards" means Awards granted to a Participant
under Section 6(i) hereof.                                            

     (hh) "Outside Director" means a member of the Board who is not an
Employee.                                                             

         (ii) "Participant" means a person who has been granted an Award under
    the Plan which remains outstanding, including a person who is no longer an
Eligible Person.                                                      

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          (jj) "Performance Award" shall mean any Award of Performance Shares or
Performance Units granted pursuant to Section 6(h).                   

  (kk) "Performance Period" means that period established by the
Committee at the time any Performance Award is granted or at any time 
  thereafter during which any performance goals specified by the Committee
with respect to such Award are to be measured.                        

          (ll) "Performance Share" means any grant pursuant to Section 6(h) of a
    unit valued by reference to a designated number of Shares, which value may
  be paid to the Participant by delivery of such property as the Committee
     shall determine, including cash, Shares, other property, or any combination
    thereof, upon achievement of such performance goals during the Performance
Period as the Committee shall establish at the time of such grant or  
thereafter.                                                           

         (mm) "Performance Unit" means any grant pursuant to Section 6(h) of a
unit valued by reference to a designated amount of property (including
cash) other than Shares, which value may be paid to the Participant by
     delivery of such property as the Committee shall determine, including cash,
 Shares, other property, or any combination thereof, upon achievement of
     such performance goals during the Performance Period as the Committee shall
establish at the time of such grant or thereafter.                    

         (nn) "Person" shall have the meaning ascribed to such term in Section
   3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,
and shall include a "group" as defined in Section 13(d) thereof.      

(oo) "Prior Plan" means any prior plan.                     

 (pp) "Related Entity" means any Subsidiary, and any business,
corporation, partnership, limited liability company or other entity   
designated by Board in which the Company or a Subsidiary holds a      
substantial ownership interest, directly or indirectly.               

       (qq) "Restricted Stock" means any Share issued with the restriction
 that the holder may not sell, transfer, pledge or assign such Share and
   with such risks of forfeiture and other restrictions as the Committee, in
    its sole discretion, may impose (including any restriction on the right to
     vote such Share and the right to receive any dividends), which restrictions
may lapse separately or in combination at such time or times, in      
installments or otherwise, as the Committee may deem appropriate.     

         (rr) "Restricted Stock Award" means an Award granted to a Participant
under Section 6(d) hereof.                                            

          (ss) "Rule 16b-3" means Rule 16b-3, as from time to time in effect and
    applicable to the Plan and Participants, promulgated by the Securities and
Exchange Commission under Section 16 of the Exchange Act.             

         (tt) "Shareholder Approval Date" means the date on which this Plan is
  approved shareholders of the Company eligible to vote in the election of
   directors, by a vote sufficient to meet the requirements of Code Sections
162(m) (if applicable) and 422, Rule 16b-3 under the Exchange Act (if 
    applicable), applicable requirements under the rules of any stock exchange
    or automated quotation system on which the Shares may be listed on quoted,
  and other laws, regulations and obligations of the Company applicable to
the Plan.                                                             

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      (uu) "Shares" means the shares of common stock of the Company, par
    value $.001 per share, and such other securities as may be substituted (or
resubstituted) for Shares pursuant to Section 10(c) hereof.           

          (vv) "Stock Appreciation Right" means a right granted to a Participant
under Section 6(c) hereof.                                            

        (ww) "Subsidiary" means any corporation or other entity in which the
   Company has a direct or indirect ownership interest of 50% or more of the
     total combined voting power of the then outstanding securities or interests
of such corporation or other entity entitled to vote generally in the 
    election of directors or in which the Company has the right to receive 50%
or more of the distribution of profits or 50% or more of the assets on
liquidation or dissolution.                                           

          (xx) "Substitute Awards" shall mean Awards granted or Shares issued by
  the Company in assumption of, or in substitution or exchange for, awards
    previously granted, or the right or obligation to make future awards, by a
 company acquired by the Company or any Related Entity or with which the
Company or any Related Entity combines.                               

3.   Administration.                                                            

         (a) Authority of the Committee. The Plan shall be administered by the
     Committee, except to the extent the Board elects to administer the Plan, in
   which case the Plan shall be administered by only those directors who are
   Independent Directors, in which case references herein to the "Committee"
 shall be deemed to include references to the Independent members of the
  Board. The Committee shall have full and final authority, subject to and
   consistent with the provisions of the Plan, to select Eligible Persons to
 become Participants, grant Awards, determine the type, number and other
terms and conditions of, and all other matters relating to, Awards,   
prescribe Award Agreements (which need not be identical for each      
    Participant) and rules and regulations for the administration of the Plan,
   construe and interpret the Plan and Award Agreements and correct defects,
supply omissions or reconcile inconsistencies therein, and to make all
   other decisions and determinations as the Committee may deem necessary or
    advisable for the administration of the Plan. In exercising any discretion
granted to the Committee under the Plan or pursuant to any Award, the 
   Committee shall not be required to follow past practices, act in a manner
     consistent with past practices, or treat any Eligible Person or Participant
in a manner consistent with the treatment of other Eligible Persons or
Participants.                                                         

         (b) Manner of Exercise of Committee Authority. The Committee, and not
the Board, shall exercise sole and exclusive discretion on any matter 
  relating to a Participant then subject to Section 16 of the Exchange Act
with respect to the Company to the extent necessary in order that     
     transactions by such Participant shall be exempt under Rule 16b-3 under the
  Exchange Act. Any action of the Committee shall be final, conclusive and
binding on all persons, including the Company, its Related Entities,  
Participants, Beneficiaries, transferees under Section 10(b) hereof or
other persons claiming rights from or through a Participant, and      
     shareholders. The express grant of any specific power to the Committee, and
the taking of any action by the Committee, shall not be construed as  
limiting any power or authority of the Committee. The Committee may   
   delegate to officers or managers of the Company or any Related Entity, or
   committees thereof, the authority, subject to such terms as the Committee
shall determine, to perform such functions, including administrative  
     functions as the Committee may determine to the extent that such delegation

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will not result in the loss of an exemption under Rule 16b-3(d)(1) for
     Awards granted to Participants subject to Section 16 of the Exchange Act in
 respect of the Company and will not cause Awards intended to qualify as
  "performance-based compensation" under Code Section 162(m) to fail to so
     qualify. The Committee may appoint agents to assist it in administering the
Plan.                                                                 

      (c) Limitation of Liability. The Committee and the Board, and each
member thereof, shall be entitled to, in good faith, rely or act upon 
  anyreport or other information furnished to him or her by any officer or
Employee, the Company's independent auditors, Consultants or any other
agents assisting in the administration of the Plan. Members of the    
Committee and the Board, and any officer or Employee acting at the    
direction or on behalf of the Committee or the Board, shall not be    
 personally liable for any action or determination taken or made in good
    faith with respect to the Plan, and shall, to the extent permitted by law,
    be fully indemnified and protected by the Company with respect to any such
action or determination.                                              

4.   Shares Subject to Plan.                                                    

     (a) Limitation on Overall Number of Shares Available for Delivery
    Under Plan. Subject to adjustment as provided in Section 10(c) hereof, the
   total number of Shares reserved and available for delivery under the Plan
     shall be 900,000. Any Shares delivered under the Plan may consist, in whole
or in part, of authorized and unissued shares or treasury shares.     

     (b) Application of Limitation to Grants of Award. No Award may be
    granted if the number of Shares to be delivered in connection with such an
  Award or, in the case of an Award relating to Shares but settled only in
     cash (such as cash-only Stock Appreciation Rights), the number of Shares to
    which such Award relates, exceeds the number of Shares remaining available
for delivery under the Plan, minus the number of Shares deliverable in
 settlement of or relating to then outstanding Awards. The Committee may
    adopt reasonable counting procedures to ensure appropriate counting, avoid
double counting (as, for example, in the case of tandem or substitute 
 awards) and make adjustments if the number of Shares actually delivered
    differs from the number of Shares previously counted in connection with an
Award.                                                                

         (c) Availability of Shares Not Delivered under Awards and Adjustments
to Limits.                                                            

           (i) If any Shares subject to an Award, or any award under the
         Prior Plan that was outstanding on the Effective Date, are forfeited,
         expire or otherwise terminate without issuance of such Shares, or any
         Award, or any Award under any Prior Plan, that was outstanding on the
       Effective Date, is settled for cash or otherwise does not result in
        the issuance of all or a portion of the Shares subject to such Award
or award the Shares shall, to the extent of such forfeiture,
      expiration, termination, cash settlement or non-issuance, again be
          available for Awards under the Plan, subject to Section 4(c)(v) below.

      (ii) In the event that any Option or other Award granted
        hereunder, or any Award under the Prior Plan that was outstanding on
    the Effective Date, is exercised through the tendering of Shares
          (either actually or by attestation) or by the withholding of Shares by
        the Company, or withholding tax liabilities arising from such option
   or other award are satisfied by the tendering of Shares (either
      actually or by attestation) or by the withholding of Shares by the
    Company, then only the number of Shares issued net of the Shares
         tendered or withheld shall be counted for purposes of determining the
maximum number of Shares available for grant under the Plan.

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             (iii) Shares reacquired by the Company on the open market using
     Option Proceeds shall be available for Awards under the Plan. The
          increase in Shares available pursuant to the repurchase of Shares with
         Option Proceeds shall not be greater than the amount of such proceeds
          divided by the Fair Market Value of a Share on the date of exercise of
the Option giving rise to such Option Proceeds.             

               (iv) Substitute Awards shall not reduce the Shares authorized for
        grant under the Plan or authorized for grant to a Participant in any
     period. Additionally, in the event that a company acquired by the
          Company or any Related Entity or with which the Company or any Related
  Entity combines has shares available under a pre-existing plan
     approved by shareholders and not adopted in contemplation of such
          acquisition or combination, the shares available for delivery pursuant
      to the terms of such pre-existing plan (as adjusted, to the extent
          appropriate, using the exchange ratio or other adjustment or valuation
         ratio or formula used in such acquisition or combination to determine
   the consideration payable to the holders of common stock of the
      entities party to such acquisition or combination) may be used for
        Awards under the Plan and shall not reduce the Shares authorized for
      delivery under the Plan; provided that Awards using such available
       shares shall not be made after the date awards or grants could have
  been made under the terms of the pre-existing plan, absent the
         acquisition or combination, and shall only be made to individuals who
were not Employees or Directors prior to such acquisition or
combination.                                                

              (v) Any Shares that again become available for delivery pursuant
to this Section 4(c) shall be added back as one (1) Share.  

       (vi) Notwithstanding anything in this Section 4(c) to the
      contrary and solely for purposes of determining whether Shares are
      available for the delivery of Incentive Stock Options, the maximum
        aggregate number of shares that may be granted under this Plan shall
        be determined without regard to any Shares restored pursuant to this
          Section 4(c) that, if taken into account, would cause the Plan to fail
    the requirement under Code Section 422 that the Plan designate a
maximum aggregate number of shares that may be issued.      

        (d) No Further Awards Under any Prior Plan. In light of the adoption
  of this Plan, no further awards shall be made under any Prior Plan after
the Effective Date.                                                   

5.   Eligibility; Per-Person Award Limitations.                                 

   Awards may be granted under the Plan only to Eligible Persons. Subject to
adjustment as provided in Section 10(c), in any fiscal year of the Company      
during any part of which the Plan is in effect, no Participant may be granted   
(i) Options or Stock Appreciation Rights with respect to more than 45,000 Shares
or (ii) Restricted Stock, Deferred Stock, Performance Shares and/or Other       
Stock-Based Awards with respect to more than 45,000 Shares. In addition, the    
maximum dollar value payable to any one Participant with respect to Performance 
Units is (x) $5,000,000 with respect to any 12 month Performance Period, and (y)
with respect to any Performance Period that is more than 12 months, $5,000,000  
multiplied by the number of full years in the Performance Period.               

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6.   Specific Terms of Awards.                                                  

      (a) General. Awards may be granted on the terms and conditions set
     forth in this Section 6. In addition, the Committee may impose on any Award
 or the exercise thereof, at the date of grant or thereafter (subject to
     Section 10(e)), such additional terms and conditions, not inconsistent with
 the provisions of the Plan, as the Committee shall determine, including
 terms requiring forfeiture of Awards in the event of termination of the
     Participant's Continuous Service and terms permitting a Participant to make
 elections relating to his or her Award. The Committee shall retain full
    power and discretion to accelerate, waive or modify, at any time, any term
  or condition of an Award that is not mandatory under the Plan. Except in
cases in which the Committee is authorized to require other forms of  
     consideration under the Plan, or to the extent other forms of consideration
  must be paid to satisfy the requirements of Nevada law, no consideration
     other than services may be required for the grant (but not the exercise) of
any Award.                                                            

    (b) Options. The Committee is authorized to grant Options to any
Eligible Person on the following terms and conditions:                

          (i) Exercise Price. Other than in connection with Substitute
          Awards, the exercise price per Share purchasable under an Option shall
     be determined by the Committee, provided that such exercise price
        shall not, in the case of Incentive Stock Options, be less than 100%
          of the Fair Market Value of a Share on the date of grant of the Option
         and shall not, in any event, be less than the par value of a Share on
        the date of grant of the Option. If an Employee owns or is deemed to
    own (by reason of the attribution rules applicable under Section
         424(d) of the Code) more than 10% of the combined voting power of all
 classes of stock of the Company (or any parent corporation or
        subsidiary corporation of the Company, as those terms are defined in
       Sections 424(e) and (f) of the Code, respectively) and an Incentive
        Stock Option is granted to such employee, the exercise price of such
          Incentive Stock Option (to the extent required by the Code at the time
         of grant) shall be no less than 110% of the Fair Market Value a Share
on the date such Incentive Stock Option is granted.         

             (ii) Time and Method of Exercise. The Committee shall determine
         the time or times at which or the circumstances under which an Option
        may be exercised in whole or in part (including based on achievement
         of performance goals and/or future service requirements), the time or
  times at which Options shall cease to be or become exercisable
         following termination of Continuous Service or upon other conditions,
       the methods by which the exercise price may be paid or deemed to be
          paid (including in the discretion of the Committee a cashless exercise
        procedure), the form of such payment, including, without limitation,
         cash, Shares, other Awards or awards granted under other plans of the
      Company or a Related Entity, or other property (including notes or
      other contractual obligations of Participants to make payment on a
  deferred basis provided that such deferred payments are not in
          violation of the Sarbanes-Oxley Act of 2002, or any rule or regulation
          adopted thereunder or any other applicable law), and the methods by or
        forms in which Shares will be delivered or deemed to be delivered to
Participants.                                               

             (iii) Incentive Stock Options. The terms of any Incentive Stock
       Option granted under the Plan shall comply in all respects with the
      provisions of Section 422 of the Code. Anything in the Plan to the
       contrary notwithstanding, no term of the Plan relating to Incentive
          Stock Options (including any Stock Appreciation Right issued in tandem
      therewith) shall be interpreted, amended or altered, nor shall any
         discretion or authority granted under the Plan be exercised, so as to
          disqualify either the Plan or any Incentive Stock Option under Section

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   422 of the Code, unless the Participant has first requested, or
      consents to, the change that will result in such disqualification.
         Thus, if and to the extent required to comply with Section 422 of the
        Code, Options granted as Incentive Stock Options shall be subject to
the following special terms and conditions:                 

                   (A) the Option shall not be exercisable more than ten years
              after the date such Incentive Stock Option is granted; provided,
         however, that if a Participant owns or is deemed to own (by
            reason of the attribution rules of Section 424(d) of the Code)
          more than 10% of the combined voting power of all classes of
           stock of the Company (or any parent corporation or subsidiary
       corporation of the Company, as those terms are defined in
        Sections 424(e) and (f) of the Code, respectively) and the
             Incentive Stock Option is granted to such Participant, the term
               of the Incentive Stock Option shall be (to the extent required by
            the Code at the time of the grant) for no more than five years
from the date of grant; and                       

                 (B) The aggregate Fair Market Value (determined as of the
            date the Incentive Stock Option is granted) of the Shares with
             respect to which Incentive Stock Options granted under the Plan
       and all other option plans of the Company (and any parent
            corporation or subsidiary corporation of the Company, as those
       terms are defined in Sections 424(e) and (f) of the Code,
              respectively) during any calendar year exercisable for the first
            time by the Participant during any calendar year shall not (to
              the extent required by the Code at the time of the grant) exceed
$100,000.                                         

      (iv) Automatic Grants to Outside Directors and Executive
Committee Members.                                          

              (A) Annual Grants. Upon the conclusion of each regular
           annual meeting of the Company's stockholders held in the year
              2005 and thereafter, (1) each Outside Director who will continue
          serving as a member of the Board thereafter shall receive an
           Option as determined by the Committee, (2) each member of the
              Executive Committee who will continue serving as a member of the
              Executive Committee shall receive an Option as determined by the
            Committee; and (3) the person who will continue serving as the
               Chairman of the Executive Committee shall receive, in addition to
             any Options granted pursuant to (1) and (2) above, an Option as
           determined by the Committee. A Participant who serves in more
          than one capacity shall be eligible for the foregoing awards
         applicable to each capacity in which the individual serves.
         Options granted under this Section 6(b)(iv)(A) shall become
            exercisable in 3 equal installments on each of the first three
          anniversaries of the date on which the Option is granted. An
       Outside Director or member of the Executive Committee who
            previously was an Employee shall be eligible to receive grants
under this Section 6(b)(iv)(A).                   

                (B) Exercise Price. The exercise price under all Options
       granted to an Outside Director or member of the Executive
             Committee under this Section 6(b)(iv) shall be equal to 100% of
              the Fair Market Value of a Share on the date on which the Option
       is granted, payable in one of the forms determined by the
Committee.                                        

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               (C) Term. All Options granted to an Outside Director or
           member of the Executive Committee under this Section 6(b)(iv)
            shall terminate on the earliest of (a) the 10th anniversary of
             the date on which the Option is granted, (b) the date three (3)
        months after the termination of the Service of the Outside
          Director or member of the Executive Committee for any reason
           other than death or total and permanent disability or (c) the
             date 12 months after the termination of such Service because of
death or total and permanent disability.          

              (D) Other Awards. Outside Directors and members of the
        Executive Committee shall be eligible to receive any other
               Options or other Awards awarded by the Committee pursuant to this
Plan.                                             

(c) Stock Appreciation Rights. The Committee may grant Stock
    Appreciation Rights to any Eligible Person in conjunction with all or part
   of any Option granted under the Plan or at any subsequent time during the
term of such Option (a "Tandem Stock Appreciation Right"), or without 
   regard to any Option (a "Freestanding Stock Appreciation Right"), in each
   case upon such terms and conditions as the Committee may establish in its
sole discretion, not inconsistent with the provisions of the Plan,    
including the following:                                              

              (i) Right to Payment. A Stock Appreciation Right shall confer on
  the Participant to whom it is granted a right to receive, upon
          exercise thereof, the excess of (A) the Fair Market Value of one Share
 on the date of exercise over (B) the grant price of the Stock
         Appreciation Right as determined by the Committee. The grant price of
     a Stock Appreciation Right shall not be less than 75% of the Fair
  Market Value of a Share on the date of grant, in the case of a
      Freestanding Stock Appreciation Right, or less than the associated
     Option exercise price, in the case of a Tandem Stock Appreciation
Right.                                                      

            (ii) Other Terms. The Committee shall determine at the date of
         grant or thereafter, the time or times at which and the circumstances
          under which a Stock Appreciation Right may be exercised in whole or in
    part (including based on achievement of performance goals and/or
  future service requirements), the time or times at which Stock
         Appreciation Rights shall cease to be or become exercisable following
          termination of Continuous Service or upon other conditions, the method
       of exercise, method of settlement, form of consideration payable in
       settlement, method by or forms in which Shares will be delivered or
  deemed to be delivered to Participants, whether or not a Stock
          Appreciation Right shall be in tandem or in combination with any other
       Award, and any other terms and conditions of any Stock Appreciation
Right.                                                      

      (iii) Tandem Stock Appreciation Rights. Any Tandem Stock
     Appreciation Right may be granted at the same time as the related
  Option is granted or, for Options that are not Incentive Stock
         Options, at any time thereafter before exercise or expiration of such
        Option. Any Tandem Stock Appreciation Right related to an Option may
          be exercised only when the related Option would be exercisable and the
         Fair Market Value of the Shares subject to the related Option exceeds
      the exercise price at which Shares can be acquired pursuant to the
         Option. In addition, if a Tandem Stock Appreciation Right exists with
       respect to less than the full number of Shares covered by a related
    Option, then an exercise or termination of such Option shall not
      reduce the number of Shares to which the Tandem Stock Appreciation
        Right applies until the number of Shares then exercisable under such
Option equals the number of Shares to which the Tandem Stock
    Appreciation Right applies. Any Option related to a Tandem Stock
       Appreciation Right shall no longer be exercisable to the extent the
      Tandem Stock Appreciation Right has been exercised, and any Tandem
         Stock Appreciation Right shall no longer be exercisable to the extent
the related Option has been exercised.                      

     (d) Restricted Stock Awards. The Committee is authorized to grant
   Restricted Stock Awards to any Eligible Person on the following terms and
conditions:                                                           

          (i) Grant and Restrictions. Restricted Stock Awards shall be
       subject to such restrictions on transferability, risk of forfeiture
      and other restrictions, if any, as the Committee may impose, or as
        otherwise provided in this Plan, covering a period of time specified
 by the Committee (the "Restriction Period"). The terms of any
         Restricted Stock Award granted under the Plan shall be set forth in a
        written Award Agreement which shall contain provisions determined by
          the Committee and not inconsistent with the Plan. The restrictions may
lapse separately or in combination at such times, under such
      circumstances (including based on achievement of performance goals

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and/or future service requirements), in such installments or
     otherwise, as the Committee may determine at the date of grant or
      thereafter. Except to the extent restricted under the terms of the
        Plan and any Award Agreement relating to a Restricted Stock Award, a
          Participant granted Restricted Stock shall have all of the rights of a
         shareholder, including the right to vote the Restricted Stock and the
right to receive dividends thereon (subject to any mandatory
       reinvestment or other requirement imposed by the Committee). During
          the Restriction Period, subject to Section 10(b) below, the Restricted
          Stock may not be sold, transferred, pledged, hypothecated, margined or
otherwise encumbered by the Participant.                    

               (ii) Forfeiture. Except as otherwise determined by the Committee,
     upon termination of a Participant's Continuous Service during the
          applicable Restriction Period, the Participant's Restricted Stock that
          is at that time subject to a risk of forfeiture that has not lapsed or
     otherwise been satisfied shall be forfeited and reacquired by the
Company; provided that the Committee may provide, by rule or
 regulation or in any Award Agreement, or may determine in any
      individual case, that forfeiture conditions relating to Restricted
    Stock Awards shall be waived in whole or in part in the event of
terminations resulting from specified causes.               

              (iii) Certificates for Stock. Restricted Stock granted under the
          Plan may be evidenced in such manner as the Committee shall determine.
       If certificates representing Restricted Stock are registered in the
name of the Participant, the Committee may require that such
   certificates bear an appropriate legend referring to the terms,
         conditions and restrictions applicable to such Restricted Stock, that
        the Company retain physical possession of the certificates, and that
     the Participant deliver a stock power to the Company, endorsed in
blank, relating to the Restricted Stock.                    

         (iv) Dividends and Splits. As a condition to the grant of a
 Restricted Stock Award, the Committee may require or permit a
   Participant to elect that any cash dividends paid on a Share of
        Restricted Stock be automatically reinvested in additional Shares of
          Restricted Stock or applied to the purchase of additional Awards under
  the Plan. Unless otherwise determined by the Committee, Shares
       distributed in connection with a stock split or stock dividend, and
 other property distributed as a dividend, shall be subject to
   restrictions and a risk of forfeiture to the same extent as the
        Restricted Stock with respect to which such Shares or other property
have been distributed.                                      

               (v) Automatic Grants to Outside Directors and Executive Committee
      Members. Upon the conclusion of each regular annual meeting of the
         Company's stockholders held in the year 2006 and thereafter, (1) each
       Outside Director who will continue serving as a member of the Board
      thereafter shall receive an award of Shares of Restricted Stock as
determined by the Committee, which shall vest in two equal  
      installments on each of the first two anniversaries of the date on
      which the Restricted Stock is granted; and, (2) each member of the
    Executive Committee who will continue serving as a member of the
      Executive Committee shall receive an award of Shares of Restricted
        Stock as determined by the Committee. The Shares of Restricted Stock
     granted pursuant to this section 6(d)(vi) shall vest in two equal
      installments on each of the first two anniversaries of the date on
      which the Restricted Stock is granted. A Participant who serves in
     more than one capacity shall be eligible for the foregoing awards
applicable to each capacity in which the individual serves. 

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  (e) Deferred Stock Award. The Committee is authorized to grant
 Deferred Stock Awards to any Eligible Person on the following terms and
conditions:                                                           

          (i) Award and Restrictions. Satisfaction of a Deferred Stock
          Award shall occur upon expiration of the deferral period specified for
       such Deferred Stock Award by the Committee (or, if permitted by the
      Committee, as elected by the Participant). In addition, a Deferred
          Stock Award shall be subject to such restrictions (which may include a
  risk of forfeiture) as the Committee may impose, if any, which
         restrictions may lapse at the expiration of the deferral period or at
          earlier specified times (including based on achievement of performance
goals and/or future service requirements), separately or in 
   combination, in installments or otherwise, as the Committee may
     determine. A Deferred Stock Award may be satisfied by delivery of
          Shares, cash equal to the Fair Market Value of the specified number of
      Shares covered by the Deferred Stock, or a combination thereof, as
         determined by the Committee at the date of grant or thereafter. Prior
     to satisfaction of a Deferred Stock Award, a Deferred Stock Award
       carries no voting or dividend or other rights associated with Share
ownership.                                                  

               (ii) Forfeiture. Except as otherwise determined by the Committee,
     upon termination of a Participant's Continuous Service during the
     applicable deferral period or portion thereof to which forfeiture
       conditions apply (as provided in the Award Agreement evidencing the
         Deferred Stock Award), the Participant's Deferred Stock Award that is
       at that time subject to a risk of forfeiture that has not lapsed or
  otherwise been satisfied shall be forfeited; provided that the
Committee may provide, by rule or regulation or in any Award
       Agreement, or may determine in any individual case, that forfeiture
          conditions relating to a Deferred Stock Award shall be waived in whole
    or in part in the event of terminations resulting from specified
          causes, and the Committee may in other cases waive in whole or in part
the forfeiture of any Deferred Stock Award.                 

            (iii) Dividend Equivalents. Unless otherwise determined by the
         Committee at date of grant, any Dividend Equivalents that are granted
          with respect to any Deferred Stock Award shall be either (A) paid with
        respect to such Deferred Stock Award at the dividend payment date in
      cash or in Shares of unrestricted stock having a Fair Market Value
          equal to the amount of such dividends, or (B) deferred with respect to
such Deferred Stock Award and the amount or value thereof   
       automatically deemed reinvested in additional Deferred Stock, other
         Awards or other investment vehicles, as the Committee shall determine
or permit the Participant to elect.                         

       (f) Bonus Stock and Awards in Lieu of Obligations. The Committee is
    authorized to grant Shares to any Eligible Persons as a bonus, or to grant
    Shares or other Awards in lieu of obligations to pay cash or deliver other
    property under the Plan or under other plans or compensatory arrangements,
     provided that, in the case of Eligible Persons subject to Section 16 of the
  Exchange Act, the amount of such grants remains within the discretion of
     the Committee to the extent necessary to ensure that acquisitions of Shares
or other Awards are exempt from liability under Section 16(b) of the  
   Exchange Act. Shares or Awards granted hereunder shall be subject to such
other terms as shall be determined by the Committee.                  

  (g) Dividend Equivalents. The Committee is authorized to grant
   Dividend Equivalents to any Eligible Person entitling the Eligible Person
    to receive cash, Shares, other Awards, or other property equal in value to
   the dividends paid with respect to a specified number of Shares, or other
   periodic payments. Dividend Equivalents may be awarded on a free-standing
   basis or in connection with another Award. The Committee may provide that

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    Dividend Equivalents shall be paid or distributed when accrued or shall be
deemed to have been reinvested in additional Shares, Awards, or other 
  investment vehicles, and subject to such restrictions on transferability
and risks of forfeiture, as the Committee may specify.                

(h) Performance Awards. The Committee is authorized to grant
     Performance Awards to any Eligible Person payable in cash, Shares, or other
  Awards, on terms and conditions established by the Committee, subject to
    the provisions of Section 8 if and to the extent that the Committee shall,
   in its sole discretion, determine that an Award shall be subject to those
    provisions. The performance criteria to be achieved during any Performance
    Period and the length of the Performance Period shall be determined by the
     Committee upon the grant of each Performance Award; provided, however, that
  a Performance Period shall not be shorter than 12 months nor longer than
 five years. Except as provided in Section 9 or as may be provided in an
    Award Agreement, Performance Awards will be distributed only after the end
  of the relevant Performance Period. The performance goals to be achieved
for each Performance Period shall be conclusively determined by the   
    Committee and may be based upon the criteria set forth in Section 8(b), or
    in the case of an Award that the Committee determines shall not be subject
 to Section 8 hereof, any other criteria that the Committee, in its sole
    discretion, shall determine should be used for that purpose. The amount of
the Award to be distributed shall be conclusively determined by the   
    Committee. Performance Awards may be paid in a lump sum or in installments
following the close of the Performance Period or, in accordance with  
procedures established by the Committee, on a deferred basis.         

         (i) Other Stock-Based Awards. The Committee is authorized, subject to
limitations under applicable law, to grant to any Eligible Person such
   other Awards that may be denominated or payable in, valued in whole or in
part by reference to, or otherwise based on, or related to, Shares, as
 deemed by the Committee to be consistent with the purposes of the Plan.
    Other Stock-Based Awards may be granted to Participants either alone or in
     addition to other Awards granted under the Plan, and such Other Stock-Based
  Awards shall also be available as a form of payment in the settlement of
other Awards granted under the Plan. The Committee shall determine the
    terms and conditions of such Awards. Shares delivered pursuant to an Award
    in the nature of a purchase right granted under this Section 6(i) shall be
     purchased for such consideration (including, without limitation, loans from
the Company or a Related Entity provided that such loans are not in   
violation of the Sarbanes Oxley Act of 2002, or any rule or regulation
    adopted thereunder or any other applicable law) paid for at such times, by
such methods, and in such forms, including, without limitation, cash, 
   Shares, other Awards or other property, as the Committee shall determine.

7.   Certain Provisions Applicable to Awards.                                   

     (a) Stand-Alone, Additional, Tandem and Substitute Awards. Awards
    granted under the Plan may, in the discretion of the Committee, be granted
either alone or in addition to, in tandem with, or in substitution or 
  exchange for, any other Award or any award granted under another plan of
   the Company, any Related Entity, or any business entity to be acquired by
 the Company or a Related Entity, or any other right of a Participant to
  receive payment from the Company or any Related Entity. Such additional,
     tandem, and substitute or exchange Awards may be granted at any time. If an
  Award is granted in substitution or exchange for another Award or award,
   the Committee shall require the surrender of such other Award or award in
  consideration for the grant of the new Award. In addition, Awards may be
 granted in lieu of cash compensation, including in lieu of cash amounts

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  payable under other plans of the Company or any Related Entity, in which
    the value of Stock subject to the Award is equivalent in value to the cash
     compensation (for example, Deferred Stock or Restricted Stock), or in which
the exercise price, grant price or purchase price of the Award in the 
   nature of a right that may be exercised is equal to the Fair Market Value
of the underlying Stock minus the value of the cash compensation      
    surrendered (for example, Options or Stock Appreciation Right granted with
 an exercise price or grant price "discounted" by the amount of the cash
compensation surrendered).                                            

          (b) Term of Awards. The term of each Award shall be for such period as
 may be determined by the Committee; provided that in no event shall the
     term of any Option or Stock Appreciation Right exceed a period of ten years
  (or in the case of an Incentive Stock Option such shorter term as may be
required under Section 422 of the Code).                              

          (c) Form and Timing of Payment Under Awards; Deferrals. Subject to the
   terms of the Plan and any applicable Award Agreement, payments to be made
    by the Company or a Related Entity upon the exercise of an Option or other
    Award or settlement of an Award may be made in such forms as the Committee
    shall determine, including, without limitation, cash, Shares, other Awards
or other property, and may be made in a single payment or transfer, in
    installments, or on a deferred basis. Any installment or deferral provided
   for in the preceding sentence shall, however, be subject to the Company's
     compliance with the provisions of the Sarbanes-Oxley Act of 2002, the rules
and regulations adopted by the U.S. Securities and Exchange Commission
thereunder, and all applicable rules of the Nasdaq Stock Market or any
   national securities exchange on which the Company's securities are listed
for trading and, if not listed for trading on either the Nasdaq Stock 
Market or a national securities exchange, then the rules of the Nasdaq
     Stock Market. The settlement of any Award may be accelerated, and cash paid
   in lieu of Stock in connection with such settlement, in the discretion of
the Committee or upon occurrence of one or more specified events (in  
   addition to a Change in Control). Installment or deferred payments may be
    required by the Committee (subject to Section 10(e) of the Plan, including
the consent provisions thereof in the case of any deferral of an      
outstanding Award not provided for in the original Award Agreement) or
permitted at the election of the Participant on terms and conditions  
 established by the Committee. Payments may include, without limitation,
  provisions for the payment or crediting of a reasonable interest rate on
installment or deferred payments or the grant or crediting of Dividend
     Equivalents or other amounts in respect of installment or deferred payments
denominated in Shares.                                                

        (d) Exemptions from Section 16(b) Liability. It is the intent of the
Company that the grant of any Awards to or other transaction by a     
Participant who is subject to Section 16 of the Exchange Act shall be 
exempt from Section 16 pursuant to an applicable exemption (except for
     transactions acknowledged in writing to be non-exempt by such Participant).
    Accordingly, if any provision of this Plan or any Award Agreement does not
comply with the requirements of Rule 16b-3 then applicable to any such
 transaction, such provision shall be construed or deemed amended to the
     extent necessary to conform to the applicable requirements of Rule 16b-3 so
that such Participant shall avoid liability under Section 16(b).      

8.   Code Section 162(m) Provisions.                                            

          (a) Covered Employees. The Committee, in its discretion, may determine
    at the time an Award is granted to an Eligible Person who is, or is likely
    to be, as of the end of the tax year in which the Company would claim atax
deduction in connection with such Award, a Covered Employee, that the 
provisions of this Section 8 shall be applicable to such Award.       

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       (b) Performance Criteria. If an Award is subject to this Section 8,
then the lapsing of restrictions thereon and the distribution of cash,
Shares or other property pursuant thereto, as applicable, shall be    
 contingent upon achievement of one or more objective performance goals.
Performance goals shall be objective and shall otherwise meet the     
requirements of Section 162(m) of the Code and regulations thereunder 
    including the requirement that the level or levels of performance targeted
by the Committee result in the achievement of performance goals being 
   "substantially uncertain." One or more of the following business criteria
   for the Company, on a consolidated basis, and/or for Related Entities, or
   for business or geographical units of the Company and/or a Related Entity
     (except with respect to the total shareholder return and earnings per share
     criteria), shall be used by the Committee in establishing performance goals
    for such Awards: (1) earnings per share; (2) revenues or margins; (3) cash
    flow; (4) operating margin; (5) return on net assets, investment, capital,
or equity; (6) economic value added; (7) direct contribution; (8) net 
income; pretax earnings; earnings before interest and taxes; earnings 
before interest, taxes, depreciation and amortization; earnings after 
interest expense and before extraordinary or special items; operating 
    income; income before interest income or expense, unusual items and income
  taxes, local, state or federal and excluding budgeted and actual bonuses
which might be paid under any ongoing bonus plans of the Company; (9) 
 working capital; (10) management of fixed costs or variable costs; (11)
     identification or consummation of investment opportunities or completion of
   specified projects in accordance with corporate business plans, including
 strategic mergers, acquisitions or divestitures; (12) total shareholder
   return; and (13) debt reduction. Any of the above goals may be determined
 on an absolute or relative basis or as compared to the performance of a
  published or special index deemed applicable by the Committee including,
 but not limited to, the Standard & Poor's 500 Stock Index or a group of
     companies that are comparable to the Company. The Committee may exclude the
impact of an event or occurrence which the Committee determines should
     appropriately be excluded, including without limitation (i) restructurings,
discontinued operations, extraordinary items, and other unusual or    
 non-recurring charges, (ii) an event either not directly related to the
operations of the Company or not within the reasonable control of the 
     Company's management, or (iii) a change in accounting standards required by
generally accepted accounting principles.                             

      (c) Performance Period; Timing For Establishing Performance Goals.
Achievement of performance goals in respect of such Performance Awards
   shall be measured over a Performance Period no shorter than 12 months and
     no longer than five years, as specified by the Committee. Performance goals
shall be established not later than 90 days after the beginning of any
    Performance Period applicable to such Performance Awards, or at such other
   date as may be required or permitted for "performance-based compensation"
under Code Section 162(m).                                            

     (d) Adjustments. The Committee may, in its discretion, reduce the
amount of a settlement otherwise to be made in connection with Awards 
    subject to this Section 8, but may not exercise discretion to increase any
     such amount payable to a Covered Employee in respect of an Award subject to
     this Section 8. The Committee shall specify the circumstances in which such
     Awards shall be paid or forfeited in the event of termination of Continuous
Service by the Participant prior to the end of a Performance Period or
settlement of Awards.                                                 

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         (e) Committee Certification. No Participant shall receive any payment
   under the Plan unless the Committee has certified, by resolution or other
    appropriate action in writing, that the performance criteria and any other
    material terms previously established by the Committee or set forth in the
Plan, have been satisfied to the extent necessary to qualify as       
"performance based compensation" under Code Section 162(m).           

9.   Change in Control.                                                         

          (a) Effect of "Change in Control." Subject to Section 9(a)(iv), and if
  and only to the extent provided in the Award Agreement, or to the extent
    otherwise determined by the Committee, upon the occurrence of a "Change in
Control," as defined in Section 9(b):                                 

     (i) Any Option or Stock Appreciation Right that was not
     previously vested and exercisable as of the time of the Change in
        Control, shall become immediately vested and exercisable, subject to
applicable restrictions set forth in Section 10(a) hereof.  

           (ii) Any restrictions, deferral of settlement, and forfeiture
     conditions applicable to a Restricted Stock Award, Deferred Stock
      Award or an Other Stock-Based Award subject only to future service
         requirements granted under the Plan shall lapse and such Awards shall
          be deemed fully vested as of the time of the Change in Control, except
 to the extent of any waiver by the Participant and subject to
applicable restrictions set forth in Section 10(a) hereof.  

    (iii) With respect to any outstanding Award subject to
       achievement of performance goals and conditions under the Plan, the
     Committee may, in its discretion, deem such performance goals and
          conditions as having been met as of the date of the Change in Control.

             (iv) Notwithstanding the foregoing, if in the event of a Change
          in Control the successor company assumes or substitutes for an Option,
          Stock Appreciation Right, Restricted Stock Award, Deferred Stock Award
   or Other Stock-Based Award, then each outstanding Option, Stock
       Appreciation Right, Restricted Stock Award, Deferred Stock Award or
    Other Stock-Based Award shall not be accelerated as described in
      Sections 9(a)(i), (ii) and (iii). For the purposes of this Section
          9(a)(iv), an Option, Stock Appreciation Right, Restricted Stock Award,
       Deferred Stock Award or Other Stock-Based Award shall be considered
     assumed or substituted for if following the Change in Control the
          award confers the right to purchase or receive, for each Share subject
    to the Option, Stock Appreciation Right, Restricted Stock Award,
        Deferred Stock Award or Other Stock-Based Award immediately prior to
          the Change in Control, the consideration (whether stock, cash or other
      securities or property) received in the transaction constituting a
     Change in Control by holders of Shares for each Share held on the
     effective date of such transaction (and if holders were offered a
    choice of consideration, the type of consideration chosen by the
        holders of a majority of the outstanding shares); provided, however,
         that if such consideration received in the transaction constituting a
         Change in Control is not solely common stock of the successor company
       or its parent or subsidiary, the Committee may, with the consent of
       the successor company or its parent or subsidiary, provide that the

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   consideration to be received upon the exercise or vesting of an
      Option, Stock Appreciation Right, Restricted Stock Award, Deferred
  Stock Award or Other Stock-Based Award, for each Share subject
        thereto, will be solely common stock of the successor company or its
        parent or subsidiary substantially equal in fair market value to the
per share consideration received by holders of Shares in the
      transaction constituting a Change in Control. The determination of
        such substantial equality of value of consideration shall be made by
       the Committee in its sole discretion and its determination shall be
        conclusive and binding. Notwithstanding the foregoing, on such terms
          and conditions as may be set forth in an Award Agreement, in the event
    of a termination of a Participant's employment in such successor
         company (other than for Cause) within 24 months following such Change
      in Control, each Award held by such Participant at the time of the
   Change in Control shall be accelerated as described in Sections
9(a)(i), (ii) and (iii) above.                              

        (b) Definition of "Change in Control." Unless otherwise specified in
    an Award Agreement, a "Change in Control" shall mean the occurrence of any
of the following:                                                     

               (i) The acquisition by any Person of Beneficial Ownership (within
         the meaning of Rule 13d-3 promulgated under the Exchange Act) of more
         than fifty percent (50%) of either (A) the then outstanding shares of
        common stock of the Company (the "Outstanding Company Common Stock")
   or (B) the combined voting power of the then outstanding voting
        securities of the Company entitled to vote generally in the election
  of directors (the "Outstanding Company Voting Securities) (the
     foregoing Beneficial Ownership hereinafter being referred to as a
         "Controlling Interest"); provided, however, that for purposes of this
    Section 9(b), the following acquisitions shall not constitute or
        result in a Change of Control: (v) any acquisition directly from the
       Company; (w) any acquisition by the Company; (x) any acquisition by
         any Person that as of the Effective Date owns Beneficial Ownership of
       a Controlling Interest; (y) any acquisition by any employee benefit
         plan (or related trust) sponsored or maintained by the Company or any
       Subsidiary; or (z) any acquisition by any corporation pursuant to a
          transaction which complies with clauses (A), (B) and (C) of subsection
(iii) below; or                                             

      (ii) During any period of two (2) consecutive years (not
     including any period prior to the Effective Date) individuals who
      constitute the Board on the Effective Date (the "Incumbent Board")
        cease for any reason to constitute at least a majority of the Board;
         provided, however, that any individual becoming a director subsequent
       to the Effective Date whose election, or nomination for election by
    the Company's shareholders, was approved by a vote of at least a
          majority of the directors then comprising the Incumbent Board shall be
       considered as though such individual were a member of the Incumbent
     Board, but excluding, for this purpose, any such individual whose
   initial assumption of office occurs as a result of an actual or
          threatened election contest with respect to the election or removal of
      directors or other actual or threatened solicitation of proxies or
 consents by or on behalf of a Person other than the Board; or

             (iii) Consummation of a reorganization, merger, statutory share
        exchange or consolidation or similar corporate transaction involving
          the Company or any of its Subsidiaries, a sale or other disposition of
 all or substantially all of the assets of the Company, or the
          acquisition of assets or stock of another entity by the Company or any
      of its Subsidiaries (each a "Business Combination"), in each case,
         unless, following such Business Combination, (A) all or substantially
       all of the individuals and entities who were the Beneficial Owners,
         respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Business
         Combination beneficially own, directly or indirectly, more than fifty
        percent (50%) of the then outstanding shares of common stock and the
   combined voting power of the then outstanding voting securities
        entitled to vote generally in the election of directors, as the case
       may be, of the corporation resulting from such Business Combination
      (including, without limitation, a corporation which as a result of

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        such transaction owns the Company or all or substantially all of the
         Company's assets either directly or through one or more subsidiaries)
         in substantially the same proportions as their ownership, immediately
        prior to such Business Combination of the Outstanding Company Common
        Stock and Outstanding Company Voting Securities, as the case may be,
         (B) no Person (excluding any employee benefit plan (or related trust)
   of the Company or such corporation resulting from such Business
Combination or any Person that as of the Effective Date owns
      Beneficial Ownership of a Controlling Interest) beneficially owns,
   directly or indirectly, fifty percent (50%) or more of the then
        outstanding shares of common stock of the corporation resulting from
      such Business Combination or the combined voting power of the then
          outstanding voting securities of such corporation except to the extent
         that such ownership existed prior to the Business Combination and (C)
       at least a majority of the members of the Board of Directors of the
        corporation resulting from such Business Combination were members of
   the Incumbent Board at the time of the execution of the initial
         agreement, or of the action of the Board, providing for such Business
Combination; or                                             

            (iv) Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.                  

10.  General Provisions.                                                        

         (a) Compliance With Legal and Other Requirements. The Company may, to
 the extent deemed necessary or advisable by the Committee, postpone the
     issuance or delivery of Shares or payment of other benefits under any Award
  until completion of such registration or qualification of such Shares or
   other required action under any federal or state law, rule or regulation,
listing or other required action with respect to any stock exchange or
automated quotation system upon which the Shares or other Company     
     securities are listed or quoted, or compliance with any other obligation of
  the Company, as the Committee, may consider appropriate, and may require
    any Participant to make such representations, furnish such information and
comply with or be subject to such other conditions as it may consider 
appropriate in connection with the issuance or delivery of Shares or  
  payment of other benefits in compliance with applicable laws, rules, and
regulations, listing requirements, or other obligations.              

         (b) Limits on Transferability; Beneficiaries. No Award or other right
or interest granted under the Plan shall be pledged, hypothecated or  
 otherwise encumbered or subject to any lien, obligation or liability of
such Participant to any party, or assigned or transferred by such     
    Participant otherwise than by will or the laws of descent and distribution
 or to a Beneficiary upon the death of a Participant, and such Awards or
  rights that may be exercisable shall be exercised during the lifetime of
 the Participant only by the Participant or his or her guardian or legal
   representative, except that Awards and other rights (other than Incentive
 Stock Options and Stock Appreciation Rights in tandem therewith) may be
  transferred to one or more Beneficiaries or other transferees during the
  lifetime of the Participant, and may be exercised by such transferees in
     accordance with the terms of such Award, but only if and to the extent such
   transfers are permitted by the Committee pursuant to the express terms of
     an Award Agreement (subject to any terms and conditions which the Committee
  may impose thereon). A Beneficiary, transferee, or other person claiming
    any rights under the Plan from or through any Participant shall be subject
    to all terms and conditions of the Plan and any Award Agreement applicable
   to such Participant, except as otherwise determined by the Committee, and
   to any additional terms and conditions deemed necessary or appropriate by
the Committee.                                                        

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(c) Adjustments.                                            

            (i) Adjustments to Awards. In the event that any extraordinary
        dividend or other distribution (whether in the form of cash, Shares,
   or other property), recapitalization, forward or reverse split,
 reorganization, merger, consolidation, spin-off, combination,
         repurchase, share exchange, liquidation, dissolution or other similar
       corporate transaction or event affects the Shares and/or such other
securities of the Company or any other issuer such that a   
        substitution, exchange, or adjustment is determined by the Committee
         to be appropriate, then the Committee shall, in such manner as it may
        deem equitable, substitute, exchange or adjust any or all of (A) the
       number and kind of Shares which may be delivered in connection with
         Awards granted thereafter, (B) the number and kind of Shares by which
    annual per-person Award limitations are measured under Section 5
          hereof, (C) the number and kind of Shares subject to or deliverable in
         respect of outstanding Awards, (D) the exercise price, grant price or
          purchase price relating to any Award and/or make provision for payment
          of cash or other property in respect of any outstanding Award, and (E)
     any other aspect of any Award that the Committee determines to be
appropriate.                                                

            (ii) Adjustments in Case of Certain Corporate Transactions. In
     the event of any merger, consolidation or other reorganization in
        which the Company does not survive, or in the event of any Change in
        Control, any outstanding Awards may be dealt with in accordance with
   any of the following approaches, as determined by the agreement
effectuating the transaction or, if and to the extent not so
       determined, as determined by the Committee: (a) the continuation of
        the outstanding Awards by the Company, if the Company is a surviving
       corporation, (b) the assumption or substitution for, as those terms
         are defined in Section 9(b)(iv) hereof, the outstanding Awards by the
surviving corporation or its parent or subsidiary, (c) full 
exercisability or vesting and accelerated expiration of the 
         outstanding Awards, or (d) settlement of the value of the outstanding
    Awards in cash or cash equivalents or other property followed by
       cancellation of such Awards (which value, in the case of Options or
          Stock Appreciation Rights, shall be measured by the amount, if any, by
        which the Fair Market Value of a Share exceeds the exercise or grant
       price of the Option or Stock Appreciation Right as of the effective
        date of the transaction). The Committee shall give written notice of
    any proposed transaction referred to in this Section 10(c)(ii) a
reasonable period of time prior to the closing date for such
     transaction (which notice may be given either before or after the
        approval of such transaction), in order that Participants may have a
reasonable period of time prior to the closing date of such 
 transaction within which to exercise any Awards that are then
          exercisable (including any Awards that may become exercisable upon the
      closing date of such transaction). A Participant may condition his
    exercise of any Awards upon the consummation of the transaction.

               (iii) Other Adjustments. The Committee (and the Board if and only
       to the extent such authority is not required to be exercised by the
         Committee to comply with Section 162(m) of the Code) is authorized to
     make adjustments in the terms and conditions of, and the criteria
     included in, Awards (including Performance Awards, or performance
     goals relating thereto) in recognition of unusual or nonrecurring
        events (including, without limitation, acquisitions and dispositions
          of businesses and assets) affecting the Company, any Related Entity or
        any business unit, or the financial statements of the Company or any
 Related Entity, or in response to changes in applicable laws,

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    regulations, accounting principles, tax rates and regulations or
       business conditions or in view of the Committee's assessment of the
         business strategy of the Company, any Related Entity or business unit
  thereof, performance of comparable organizations, economic and
       business conditions, personal performance of a Participant, and any
         other circumstances deemed relevant; provided that no such adjustment
        shall be authorized or made if and to the extent that such authority
or the making of such adjustment would cause Options, Stock 
       Appreciation Rights, Performance Awards granted pursuant to Section
      8(b) hereof to Participants designated by the Committee as Covered
         Employees and intended to qualify as "performance-based compensation"
         under Code Section 162(m) and the regulations thereunder to otherwise
          fail to qualify as "performance-based compensation" under Code Section
162(m) and regulations thereunder.                          

   (d) Taxes. The Company and any Related Entity are authorized to
     withhold from any Award granted, any payment relating to an Award under the
Plan, including from a distribution of Shares, or any payroll or other
 payment to a Participant, amounts of withholding and other taxes due or
    potentially payable in connection with any transaction involving an Award,
     and to take such other action as the Committee may deem advisable to enable
   the Company or any Related Entity and Participants to satisfy obligations
    for the payment of withholding taxes and other tax obligations relating to
  any Award. This authority shall include authority to withhold or receive
  Shares or other property and to make cash payments in respect thereof in
   satisfaction of a Participant's tax obligations, either on a mandatory or
elective basis in the discretion of the Committee.                    

   (e) Changes to the Plan and Awards. The Board may amend, alter,
     suspend, discontinue or terminate the Plan, or the Committee's authority to
grant Awards under the Plan, without the consent of shareholders or   
    Participants, except that any amendment or alteration to the Plan shall be
  subject to the approval of the Company's shareholders not later than the
annual meeting next following such Board action if such shareholder   
    approval is required by any federal or state law or regulation (including,
    without limitation, Rule 16b-3 or Code Section 162(m)) or the rules of any
   stock exchange or automated quotation system on which the Shares may then
be listed or quoted, and the Board may otherwise, in its discretion,  
determine to submit other such changes to the Plan to shareholders for
     approval; provided that, without the consent of an affected Participant, no
  such Board action may materially and adversely affect the rights of such
Participant under any previously granted and outstanding Award. The   
Committee may waive any conditions or rights under, or amend, alter,  
 suspend, discontinue or terminate any Award theretofore granted and any
     Award Agreement relating thereto, except as otherwise provided in the Plan;
provided that, without the consent of an affected Participant, no such
Committee or the Board action may materially and adversely affect the 
rights of such Participant under such Award.                          

       (f) Limitation on Rights Conferred Under Plan. Neither the Plan nor
  any action taken hereunder shall be construed as (i) giving any Eligible
Person or Participant the right to continue as an Eligible Person or  
     Participant or in the employ or service of the Company or a Related Entity;
(ii) interfering in any way with the right of the Company or a Related
Entity to terminate any Eligible Person's or Participant's Continuous 
 Service at any time, (iii) giving an Eligible Person or Participant any
 claim to be granted any Award under the Plan or to be treated uniformly
    with other Participants and Employees, or (iv) conferring on a Participant
any of the rights of a shareholder of the Company unless and until the
 Participant is duly issued or transferred Shares in accordance with the
terms of an Award.                                                    

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  (g) Unfunded Status of Awards; Creation of Trusts. The Plan is
intended to constitute an "unfunded" plan for incentive and deferred  
     compensation. With respect to any payments not yet made to a Participant or
     obligation to deliver Shares pursuant to an Award, nothing contained in the
Plan or any Award shall give any such Participant any rights that are 
    greater than those of a general creditor of the Company; provided that the
  Committee may authorize the creation of trusts and deposit therein cash,
    Shares, other Awards or other property, or make other arrangements to meet
     the Company's obligations under the Plan. Such trusts or other arrangements
shall be consistent with the "unfunded" status of the Plan unless the 
Committee otherwise determines with the consent of each affected      
 Participant. The trustee of such trusts may be authorized to dispose of
    trust assets and reinvest the proceeds in alternative investments, subject
     to such terms and conditions as the Committee may specify and in accordance
with applicable law.                                                  

       (h) Nonexclusivity of the Plan. Neither the adoption of the Plan by
the Board nor its submission to the shareholders of the Company for   
     approval shall be construed as creating any limitations on the power of the
    Board or a committee thereof to adopt such other incentive arrangements as
    it may deem desirable including incentive arrangements and awards which do
not qualify under Section 162(m) of the Code.                         

       (i) Payments in the Event of Forfeitures; Fractional Shares. Unless
   otherwise determined by the Committee, in the event of a forfeiture of an
     Award with respect to which a Participant paid cash or other consideration,
the Participant shall be repaid the amount of such cash or other      
   consideration. No fractional Shares shall be issued or delivered pursuant
     to the Plan or any Award. The Committee shall determine whether cash, other
     Awards or other property shall be issued or paid in lieu of such fractional
 shares or whether such fractional shares or any rights thereto shall be
forfeited or otherwise eliminated.                                    

         (j) Governing Law. The validity, construction and effect of the Plan,
    any rules and regulations under the Plan, and any Award Agreement shall be
determined in accordance with the laws of the State of Nevada without 
 giving effect to principles of conflict of laws, and applicable federal
law.                                                                  

      (k) Non-U.S. Laws. The Committee shall have the authority to adopt
such modifications, procedures, and sub-plans as may be necessary or  
 desirable to comply with provisions of the laws of foreign countries in
   which the Company or its Subsidiaries may operate to assure the viability
    of the benefits from Awards granted to Participants performing services in
such countries and to meet the objectives of the Plan.                

          (l) Plan Effective Date and Shareholder Approval; Termination of Plan.
The Plan shall become effective on the Effective Date, subject to     
subsequent approval, within 12 months of its adoption by the Board, by
    shareholders of the Company eligible to vote in the election of directors,
   by a vote sufficient to meet the requirements of Code Sections 162(m) (if
 applicable) and 422, Rule 16b-3 under the Exchange Act (if applicable),
    applicable requirements under the rules of any stock exchange or automated
 quotation system on which the Shares may be listed or quoted, and other
   laws, regulations, and obligations of the Company applicable to the Plan.
Awards may be granted subject to shareholder approval, but may not be 
     exercised or otherwise settled in the event the shareholder approval is not
   obtained. The Plan shall terminate at the earliest of (a) such time as no
 Shares remain available for issuance under the Plan, (b) termination of
     this Plan by the Board, or (c) the tenth anniversary of the Effective Date.
     Awards outstanding upon expiration of the Plan shall remain in effect until
they have been exercised or terminated, or have expired.              

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 ANNUAL MEETING OF STOCKHOLDERS OF

 FRONTIER STAFFING, INC.

XXXX, 2005

-- FOLD AND DETACH HERE AND READ THE REVERSE SIDE --

PROXY                                                                      PROXY

 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

 FRONTIER STAFFING, INC.

The undersigned appoints Clarence Downs and Frederick A. Huttner, and each of   
them, as proxies, each with the power to appoint his or her substitute, and     
authorizes each of them to represent and to vote, as designated on the reverse  
side hereof, all shares of Common Stock of Frontier Staffing, Inc., held of     
record by the undersigned at the close of business on September 1, 2005, at the 
Annual Meeting of Stockholders to be held at 10:00 a.m. on XXXX, 2005, at AAAA, 
and at any adjournment thereof. Any and all proxies heretofore given are hereby 
revoked.                                                                        

(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)

-- FOLD AND DETACH HERE AND READ THE REVERSE SIDE --

 PROXY

THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE  
VOTED "FOR" THE PROPOSALS. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF    
DIRECTORS.                                                                      

1. ELECTION OF DIRECTORS:    FOR               WITHHOLD AUTHORITY               
       [-]                       [-]

(TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THAT NOMINEE'S NAME IN THE LIST BELOW)

Nominees  are:    Clarence Downs; Frederick A. Huttner, Douglas Parker; Richard 
  Piske III; Guy David Knoller; and Frank Troppe

2. PROPOSAL TO CHANGE CORPORATE NAME TO "TRADESTAR CONSTRUCTION SERVICES, INC." 
FOR             AGAINST         ABSTAIN         
[-]               [-]            [-]            

3. PROPOSAL TO APPROVE 2005 INCENTIVE COMPENSATION PLAN.                        
FOR             AGAINST         ABSTAIN         
[-]               [-]            [-]            

4. PROPOSAL TO RATIFY APPOINTMENT OF GORDON, HUGHES & BANKS LLP AS INDEPENDENT  
AUDITORS.                                                                 
FOR             AGAINST         ABSTAIN         
[-]               [-]            [-]            

5. In their discretion, the proxies are authorized to vote on such other        
business as may property come before the meeting                          

Signature:                               Signature:                             
           ---------------------------              ----------------------------

Date:                                                                           
------------------                                                  

NOTE: Please sign exactly as name appears hereon. When shares are held by joint 
owners, both should sign. When signing as an attorney, executor, administrator, 
trustee or guardian, please give title as such. If a corporation, please sign in
full corporate name by President or other authorized officer. If a partnership, 
please sign in partnership name by authorized persons.                          

23

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRE 14A’ Filing		Date		First		Last			Other Filings
		9/30/10		17					10-Q
		8/1/10		18
		6/30/10		17					10-Q
		12/31/09		17					10-K,  NT 10-K
		1/31/06		12		17
		1/16/06		30
For Period End:		12/31/05		5					10KSB,  5
		9/1/05		5		56
Filed on:		8/31/05
		8/22/05		18
		8/1/05		17		18
		6/30/05		10		17			10QSB,  NT 10-Q
		6/20/05		16		36
		2/14/05		15
		1/1/05		12		27
		12/31/04		16		30			10KSB,  NT 10-K
		1/30/04		12		17
		12/31/03		16
		1/1/94		28
									List all Filings