Exhibit
10.3


REGISTRATION RIGHTS AGREEMENT


THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”)
is made and entered into as of March 2, 2007, by and among Tradestar Services,
Inc., a Nevada corporation (the “Purchaser”),
and 383210 Alberta Ltd. and Dave Hunter Resources Inc., each a corporation
organized and existing under the laws of Alberta, Canada, being the holders of
all of the capital stock of the Company (as defined below) (each individually a
“Seller” and collectively, the “Sellers”), and any transferees of the Sellers who become
subject to the provisions hereof pursuant to Section 2.8 (together with
the Sellers, the “Holders”
and each individually a “Holder”).  The Sellers and the Purchaser are each a “party” and together are “parties”
to this Agreement.


RECITALS


WHEREAS, concurrent with the execution hereof, the
Purchaser is purchasing from the Sellers all of the outstanding capital stock
(the “Company Shares”) of Decca Consulting
Ltd., a corporation organized and existing under the laws of Alberta, Canada
(the “Company”), pursuant to the terms and
conditions of that certain Amended and Restated Stock Purchase Agreement, dated
March 2, 2007 (the “Purchase Agreement”),
by and among the Purchaser, 1297181 Alberta Ltd., a corporation organized and
existing under the laws of Alberta, Canada, the Sellers, Barry Ahearn and Dave
Hunter;


WHEREAS, as part of the purchase price for the
Company Shares, the Sellers will receive shares of common stock, par value
$0.001 per share, of the Purchaser (“Common Stock”)
in the respective amounts set forth on Exhibit A attached hereto (the “Purchaser Shares”); and


WHEREAS, as a condition to the closing of the
transactions contemplated by the Purchase Agreement, the Purchaser wishes to
grant the Holders certain registration rights in respect of such Purchaser
Shares;


AGREEMENT


NOW, THEREFORE, in consideration of the mutual
promises and covenants set forth herein, the parties hereto hereby agree as
follows:


1.             Definitions. 
The following capitalized terms used in this Agreement shall be
construed to have the meanings set forth or referenced below.


“AAA Rules” is defined in Section 3.11.


“Affiliate” shall mean with respect to any individual, corporation, partnership,
association, trust, or any other entity (in each case, a “Person”), any Person
which, directly or indirectly, controls, is controlled by or is under common
control with such Person, including, without limitation any general partner,
officer or director of such Person.


“Agreement” is defined in the opening paragraph of this
Agreement.


“Common Stock”
is defined in the Recitals of this Agreement.


“Company” is defined in the Recitals of this
Agreement.


“Company Shares” is defined in the Recitals of this
Agreement.













“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.


“Form S-3” means such form under the Securities Act as in effect on the date
hereof or any registration form under the Securities Act subsequently adopted
by the SEC which permits inclusion or incorporation of substantial information
by reference to other documents filed by the Purchaser with the SEC.


“Holder”
shall mean any Person owning or having the right to acquire Registrable
Securities or any assignee thereof in accordance with Section 2.8
hereof.


“Immediate
Family Member” shall mean a child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships, of a person referred to herein.


“Person” is defined in the definition of
Affiliate.


“Purchase Agreement” is defined in the Recitals of this Agreement.


“Purchaser”
is defined in the opening paragraph of this Agreement.


“Purchaser Shares” is defined in the Recitals of this Agreement.


“register,” “registered,” and “registration” refer to a registration effected by
preparing and filing a registration statement or similar document in compliance
with the Securities Act, and the declaration or ordering of effectiveness of
such registration statement or document.


“Registrable Securities” means (i) the Purchaser Shares issued to the Sellers pursuant to the
Purchase Agreement (or subsequently transferred to a Holder pursuant to Section
2.8), and (ii) any Common Stock issued as (or issuable upon the conversion
or exercise of any warrant, right or other security which is issued as) a
dividend or other distribution with respect to, or in exchange for or in
replacement of the shares referenced in clause (i) above; provided, however,
that Registrable Securities shall not include any shares of Common Stock (A)
that have previously been registered or that have been sold to the public
either pursuant to a registration statement or SEC Rule 144, (B) which have
been sold in a private transaction in which the transferor’s rights under this
Agreement are not assigned, or (C) for which registration rights have
terminated pursuant to Section 2.9 of this Agreement.


“Registrable Securities then outstanding” means the number of shares determined by
adding the number of shares of Common Stock outstanding which are, and the
number of shares of Common Stock issuable pursuant to then exercisable or
convertible securities which are, Registrable Securities.


“SEC” means the U.S. Securities and Exchange
Commission.


“SEC Rule 144” means Rule 144 promulgated by the SEC under
the Securities Act.


“SEC Rule 144(k)” means Rule 144(k) promulgated by the SEC
under the Securities Act.


“SEC Rule 145” means Rule 145 promulgated by the SEC under
the Securities Act.


“Securities Act” means the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.



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“Seller” and “Sellers” is defined in the opening paragraph of this
Agreement.


“Violation” means losses, claims, damages, or liabilities (joint or several) to
which a party hereto may become subject under the Securities Act, the Exchange
Act or other federal or state law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations:  (i) any untrue statement or alleged
untrue statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto; (ii) the omission or alleged
omission to state therein a material fact required to be stated therein, or
necessary to make the statements therein not misleading; or (iii) any
violation or alleged violation by any other party hereto, of the Securities
Act, the Exchange Act, any state securities law or any rule or regulation
promulgated under the Securities Act, the Exchange Act or any state securities
law.


2.             Registration Rights. 
The Purchaser
covenants and agrees as follows:


2.1           Piggyback Registration Rights.  If the Purchaser proposes to register (including for this purpose a
registration effected by the Purchaser for shareholders other than the Holders)
any of its stock or other securities under the Securities Act in connection
with the underwritten public offering of such securities solely for cash (other
than (i) a registration statement relating either to the sale of securities to
employees of the Purchaser pursuant to a stock option, stock purchase or similar
plan or an SEC Rule 145 transaction; (ii) a registration on any form which does
not include substantially the same information as would be required to be
included in a registration statement covering the sale of the Registrable
Securities; (iii) a registration in which the only Common Stock being
registered is Common Stock issuable upon conversion of debt securities which
are also being registered; (iv) a registration relating solely to a corporate
reorganization or other transaction on Form S-4 or under Rule 145 or (v) a
registration on any form that does not permit sales by the Holders), the
Purchaser shall, at such time, promptly give each Holder written notice of such
registration.  Upon the written request
of each Holder given within twenty (20) days after mailing of such notice by
the Purchaser in accordance with Section 3.5, the Purchaser shall, subject
to the provisions of Section 2.5, cause to be registered under the
Securities Act all of the Registrable Securities that each such Holder has requested
to be registered.  The Purchaser shall
have the right to terminate or withdraw any registration initiated by it under
this Section 2.1 prior to the effectiveness of such registration whether
or not any Holder has elected to include securities in such registration.  The expenses of such withdrawn registration
shall be borne by the Purchaser in accordance with Section 2.4 hereof.


2.2           Obligations of the Purchaser. 
Whenever required under Section 2.1 to effect the registration of
any Registrable Securities, the Purchaser shall, as expeditiously as reasonably
possible,


(a)           use its best efforts to prepare and
file with the SEC as soon as reasonably practicable, a registration statement
with respect to the Registrable Securities and use its best efforts to cause
such registration to promptly become effective;


(b)           prepare and file with the SEC such
amendments and supplements to such registration statement and the prospectus
used in connection with such registration statement as may be necessary to
comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement;


(c)           furnish to the Holders such numbers
of copies of a prospectus, including a preliminary prospectus, in conformity
with the requirements of the Securities Act, and such other documents as they
may reasonably request in order to facilitate the disposition of Registrable
Securities owned by them;



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(d)           use its reasonable commercial efforts
to register and qualify the securities covered by such registration statement
under such other securities or Blue Sky laws of such jurisdictions as shall be
reasonably requested by the Holders; provided that, the Purchaser shall not be
required in connection therewith or as a condition thereto to qualify to do
business or to file a general consent to service of process in any such states
or jurisdictions, unless the Purchaser is already subject to service in such
jurisdiction and except as may be required by the Securities Act;


(e)           in the event of an underwritten
public offering, enter into and perform its obligations under an underwriting
agreement, in usual and customary form, with the managing underwriter of such
offering.  Each Holder participating in
such underwriting shall also enter into and perform its obligations under such
an agreement;


(f)            cause all such Registrable
Securities registered pursuant to this Agreement hereunder to be listed on a
national securities exchange or trading system and each securities exchange and
trading system on which similar securities issued by the Purchaser are then
listed;


(g)           provide a transfer agent and
registrar for all Registrable Securities registered pursuant hereunder and a
CUSIP number for all such Registrable Securities, in each case not later than
the effective date of such registration; and


(h)           use its reasonable commercial efforts
to furnish, at the request of any Holder requesting registration of Registrable
Securities pursuant to this Section 2, on the date on which such
Registrable Securities are sold to the underwriter, (i) an opinion, dated
such date, of the counsel representing the Purchaser for the purposes of such
registration, in form and substance as is customarily given to underwriters in
an underwritten public offering, addressed to the underwriters, if any, and
(ii) a “comfort” letter dated such date, from the independent certified
public accountants of the Purchaser, in form and substance as is customarily
given by independent certified public accountants to underwriters in an
underwritten public offering, addressed to the underwriters, if any.


2.3           Furnish Information.  It shall be a condition precedent to the
obligations of the Purchaser to take any action pursuant to this Section 2
with respect to the Registrable Securities of any selling Holder that such
Holder shall furnish to the Purchaser such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition of
such securities as shall be reasonably required to effect the registration of
such Holder’s Registrable Securities.


2.4           Expenses
of Purchaser Registration.  The
Purchaser shall bear and pay all expenses incurred in connection with any
registration, filing or qualification of Registrable Securities with respect to
the registrations pursuant to Section 2.1 hereof for each Holder
(which right may be assigned as provided in Section 2.8 hereof),
including (without limitation) all registration, filing, and qualification
fees, printers and accounting fees relating or apportionable thereto and the fees,
but excluding underwriting discounts and commissions relating to Registrable
Securities.


2.5           Underwriting
Requirements.  In connection with any
offering involving an underwriting of shares of the Purchaser’s capital stock
pursuant to Section 2.1, the Purchaser shall not be required to include
any of the Holders’ securities in such underwriting unless they accept the
terms of the underwriting as agreed upon between the Purchaser and its
underwriters, and then only in such quantity as the underwriters determine in
their sole discretion will not jeopardize the success of the offering by the
Purchaser.  If the total number of
securities, including Registrable Securities, requested by shareholders to




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be included in such offering exceeds the amount of securities to be
sold other than by the Purchaser that the underwriters determine in
their reasonable discretion is compatible with the success of the offering,
then the Purchaser shall be required to include in the offering only that
number of such securities, including Registrable Securities, which the
underwriters and the Purchaser determine in their sole discretion will not
jeopardize the success of the offering. 
In the event the underwriters determine that less than all of the total
number of securities, including Registrable Securities, requested by
shareholders to be included in such offering can be included in such offering,
then the Purchaser and the underwriters shall allocate the number of securities
that are entitled to be included in the registration and underwriting among the
selling Holders on a pro rata basis based on the number of Registrable
Securities held by all selling Holders or in such other proportions as shall
mutually be agreed to by all such selling Holders.


2.6           Delay of Registration.  No Holder shall have any right to obtain
or seek an injunction restraining or otherwise delaying any registration
pursuant to this Agreement as the result of any controversy that might arise
with respect to the interpretation or implementation of this Section 2.


2.7           Indemnification.  In the event any Registrable Securities are
included in a registration statement under this Section 2:


(a)           To the extent permitted by law, the
Purchaser will indemnify and hold harmless each Holder, the partners, members,
officers, directors and stockholders of each Holder, legal counsel and
accountants for each Holder, any underwriter (as defined in the Securities Act)
for such Holder and each person, if any, who controls such Holder or
underwriter within the meaning of the Securities Act or the Exchange Act,
against any Violation and the Purchaser will pay to each such Holder,
underwriter, controlling person or other aforementioned person, any reasonable
legal or other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability, or action as such
expenses are incurred; provided, however, that the indemnity agreement
contained in this Section 2.7(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of the Purchaser (which consent
shall not be unreasonably withheld), nor shall the Purchaser be liable in any
such case for any such loss, claim, damage, liability, or action to the extent
that it arises out of or is based upon a Violation which occurs in reliance
upon and in conformity with written information furnished expressly for use in
connection with such registration by any such Holder, underwriter, controlling
person or other aforementioned person.


(b)           To the extent
permitted by law, each selling Holder will severally and not jointly indemnify
and hold harmless the Purchaser, each of its directors, each of its officers
who has signed the registration statement, each person, if any, who controls
the Purchaser within the meaning of the Securities Act, legal counsel and
accountants for the Purchaser, any underwriter, any other Holder selling
securities in such registration statement and any controlling person of any such
underwriter or other Holder, against any losses, claims, damages, or
liabilities (joint or several) to which any of the foregoing persons may become
subject, under the Securities Act, the Exchange Act or other federal or state
law, insofar as such losses, claims, damages, or liabilities (or actions in
respect thereto) arise out of or are based upon any Violation, in each case to
the extent (and only to the extent) that such Violation occurs in reliance upon
and in conformity with written information furnished by such Holder expressly
for use in connection with such registration; and each such Holder will pay any
reasonable legal or other expenses incurred by any person intended to be
indemnified pursuant to this Section 2.7(b), in connection with
investigating or defending any such loss, claim, damage, liability, or action;
provided, however, that the indemnity agreement contained in this Section 2.7(b)
shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected 



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without the consent of the
Holder, which consent shall not be unreasonably withheld; provided, further,
that, in no event shall any indemnity under this Section 2.7(b)
exceed the net proceeds from the offering received by such Holder, except in
the case of fraud or willful misconduct by such Holder.


(c)           Promptly after receipt by an
indemnified party under this Section 2.7 of notice of the
commencement of any action (including any governmental action), such
indemnified party will, if a claim in respect thereof is to be made against any
indemnifying party under this Section 2.7, deliver to the
indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party
(together with all other indemnified parties which may be represented without
conflict by one counsel) shall have the right to retain one separate counsel,
with the fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by
such counsel in such proceeding.  The
failure to deliver written notice to the indemnifying party within a reasonable
time of the commencement of any such action, if prejudicial to its ability to
defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 2.7, but the omission so
to deliver written notice to the indemnifying party will not relieve it of any
liability that it may have to any indemnified party otherwise than under this Section 2.7.


(d)           In order to provide for just and
equitable contribution to joint liability under the Securities Act in any case
in which either (i) any Holder exercising rights under this Agreement, or any
controlling person of any such Holder, makes a claim for indemnification
pursuant to this Section 2.7 but it is judicially determined (by the
entry of a final judgment or decree by a court of competent jurisdiction and
the expiration of time to appeal or the denial of the last right of appeal)
that such indemnification may not be enforced in such case notwithstanding the
fact that this Section 2.7 provides for indemnification in such case, or
(ii) contribution under the Securities Act may be required on the part of any
such selling Holder or any such controlling person in circumstances for which
indemnification is provided under this Section 2.7, then, and in each
such case, the Purchaser and such Holder will contribute to the aggregate
losses, claims, damages or liabilities to which they may be subject (after
contribution from others) in such proportion as is appropriate to reflect the
relative fault of the indemnifying party on the one hand and of the indemnified
party on the other in connection with the statements or omissions that resulted
in such loss, liability, claim, damage, or expense as well as any other
relevant equitable considerations.  The
relative fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the indemnifying party
or by the indemnified party and the parties’ relative intent, knowledge, access
to information, and opportunity to correct or prevent such statement or
omission; provided however, that, in any such case, (i) no such Holder will be
required to contribute any amount in excess of the public offering price of all
such Registrable Securities offered and sold by such Holder pursuant to such
registration statement, and (ii) no person or entity guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
will be entitled to contribution from any person or entity who was not guilty
of such fraudulent misrepresentation; provided further, that in no event shall
a Holder’s liability pursuant to this Section 2.7(d), when combined with
the amounts paid or payable by such holder pursuant to Section 2.7(b),
exceed the proceeds from the offering (net of any underwriting 



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discounts or commissions)
received by such Holder, except in the case of fraud or willful misconduct by
such Holder.


(e)           Notwithstanding the foregoing, to the
extent that the provisions on indemnification and contribution contained in the
underwriting agreement entered into in connection with the underwritten public
offering are in conflict with the foregoing provisions, the provisions in the
underwriting agreement shall control.


(f)            Unless otherwise superceded by an
underwriting agreement entered into in connection with the underwritten public
offering, the obligations of the Purchaser and Holders under this Section 2.7
shall survive the completion of any offering of Registrable Securities in a
registration statement under this Section 2, and otherwise and
shall survive the termination of this Agreement.


2.8           Assignment of Registration Rights.  The
rights to cause the Purchaser to register Registrable Securities pursuant to
this Section 2 may be assigned (but only with all related
obligations) by a Seller to a transferee or assignee of such securities that
(i) is a subsidiary, Affiliate, parent company, partner, member, limited
partner, retired partner, retired member or stockholder of a Seller; or
(ii) is a Seller’s Immediate Family Member or trust for the benefit of an
individual Seller or such Seller’s Immediate Family Member; provided that:
(a) the Purchaser is, within a reasonable time after such transfer,
furnished with written notice of the name and address of such transferee or
assignee and the securities with respect to which such registration rights are
being assigned; (b) such transferee or assignee agrees in writing to be
bound by and subject to the terms and conditions of this Agreement; and
(c) such assignment shall be effective only if immediately following such
transfer the further disposition of such securities by the transferee or
assignee is restricted under the Securities Act.  For the purposes of determining the number of
shares of Registrable Securities held by a transferee or assignee, the holdings
of a transferee or assignee (i) that is a subsidiary, parent company, partner,
limited partner, retired partner, member, retired member or stockholder of a
Seller; (ii) that is an Affiliate of a Seller, which means with respect to a
limited liability company or a limited liability partnership, a fund or entity managed
by the same manager or managing member or general partner or management company
or by an entity controlling, controlled by, or under common control with such
manager or managing member or general partner or management company; (iii) who
is a Seller’s Immediate Family Member; or (iv) that is a trust for the benefit
of an individual Seller or such Seller’s Immediate Family Member, shall be
aggregated together and with those of the assigning Seller; provided that all
assignees and transferees who would not qualify individually for assignment of
registration rights shall have a single attorney-in-fact for the purpose of
exercising any rights, receiving notices or taking any action under this Section 2.  Exhibit A attached hereto shall be
promptly amended, without any action on the part of the parties, with the name
and contact information of each transferee or assignee who receives Registrable
Securities in compliance with this Section 2.8 and the amount of
Registrable Securities of all Holders as of such date.


2.9           Termination of Registration Rights.


(a)           No Holder shall be entitled to
exercise any right provided for in this Section 2 after three (3)
years following the date hereof.


(b)           The rights set forth in this Section
2 shall terminate as to any Holder, when the Registrable Securities held by
such Holder (together with any Affiliate of such Holder with whom such Holder
must aggregate its sales under SEC Rule 144) could be sold without restriction
under SEC Rule 144 within a ninety (90) day period.


3.             Miscellaneous.



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3.1           Transfers,
Successors and Assigns.  The terms
and conditions of this Agreement shall inure to the benefit of and be binding
upon the respective successors and assigns of the parties.  Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations,
or liabilities under or by reason of this Agreement, except as expressly
provided in this Agreement.


3.2           Governing
Law.  This Agreement shall be
governed by and construed in accordance with the with the internal laws of the
State of Texas, without regard to its principles of conflicts of laws.


3.3           Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  This Agreement may also be executed and
delivered by facsimile signature and in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.


3.4           Titles
and Subtitles.  The titles and
subtitles used in this Agreement are used for convenience only and are not to
be considered in construing or interpreting this Agreement.


3.5           Notices.  All notices and other communications given or
made pursuant to this Agreement shall be in writing and shall be deemed
effectively given:  (a) upon personal
delivery to the party to be notified, (b) when sent by confirmed electronic
mail or facsimile if sent during normal business hours of the recipient, and if
not so confirmed, then on the next business day, (c) three (3) days after
having been sent by registered or certified mail, return receipt requested,
postage prepaid, or (d) one (1) day after deposit with a nationally recognized
overnight courier, specifying next day delivery, with written verification of
receipt.  All communications shall be
sent to the Holders at their address or facsimile number as set forth on Exhibit
A hereto, or to such address or facsimile number as subsequently modified
by written notice given in accordance with this Section 3.5.  If notice is given to the Purchaser,
addressed to:


	
  

  	
  Tradestar Services, Inc.

  
	
   

  	
  Three Riverway, Suite 1500

  
	
   

  	
  Houston, Texas 77056

  
	
   

  	
  Attn.: Chief Executive Officer

  
	
   

  	
  Telephone: (713) 479-7000

  
	
   

  	
  Facsimile: (713) 975-6271

  
	
   

  	
   

  
	
   

  	
  with a copy (which shall not constitute notice) to:

  
	
   

  	
   

  
	
   

  	
  (i)

  	
   

  	
  Haynes and Boone, LLP

  
	
   

  	
   

  	
   

  	
  One Houston
  Center

  
	
   

  	
   

  	
   

  	
  1221 McKinney
  Street, Suite 2100

  
	
   

  	
   

  	
   

  	
  Houston, Texas
  77010

  
	
   

  	
   

  	
   

  	
  Attention: Bryce
  D. Linsenmayer, Esq.

  
	
   

  	
   

  	
   

  	
  Telephone: (713)
  547-2007

  
	
   

  	
   

  	
   

  	
  Facsimile: (713)
  236-5540

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
   

  	
  Stikeman Elliott, LLP

  
	
   

  	
   

  	
   

  	
  4300 Bankers
  Hall

  
	
   

  	
   

  	
   

  	
  888-3rd Street
  SW

  
	
   

  	
   

  	
   

  	
  Calgary, AB T2P
  5C5

  



 



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  Attn.: Stuart M.
  Olley, Esq.

  
	
   

  	
   

  	
   

  	
  Telephone: (403)
  266-9057

  
	
   

  	
   

  	
   

  	
  Facsimile: (403)
  266-9034

  



 


3.6           Costs of Enforcement.  If any party to this Agreement seeks to
enforce its rights under this Agreement by legal proceedings, the
non-prevailing party shall pay all costs and expenses incurred by the
prevailing party, including, without limitation, all reasonable attorneys’
fees.


3.7           Amendments and Waivers.  Any term of this Agreement may be amended and
the observance of any term of this Agreement may be waived (either generally or
in a particular instance and either retroactively or prospectively), only with
the written consent of the Purchaser and the holders of a majority of the
Registrable Securities then outstanding. 
Any amendment or waiver effected in accordance with this Section 3.7
shall be binding upon each Holder of any Registrable Securities then
outstanding, each future Holder of all such Registrable Securities, and the
Purchaser.  Notwithstanding the
foregoing, this Agreement may not be amended or terminated and the observance
of any term hereunder may not be waived with respect to any Holder without the
written consent of such Holder, unless such amendment, termination or waiver
applies to all Holders.  The Purchaser shall
give prompt written notice of any amendment or termination hereof or waiver
hereunder to any party hereto that did not consent in writing to such
amendment, termination or waiver.  Any
amendment, termination or waiver effected in accordance with this Section
3.7 shall be binding on all parties hereto, even if they do not execute
such consent.  No waivers of or
exceptions to any term, condition or provision of this Agreement, in any one or
more instances, shall be deemed to be, or construed as, a further or continuing
waiver of any such term, condition or provision.  Notwithstanding the foregoing, Exhibit A
attached hereto may be amended without the consent of or notice to the Holders
with the name and contact information of each transferee or assignee who
receives Registrable Securities in compliance with this Section 2.8 and
with the amount of Registrable Securities of all Holders as of such date.


3.8           Severability.  The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision.


3.9           Aggregation of Stock.  All shares of Registrable Securities held or
acquired by Affiliates shall be aggregated together for the purpose of
determining the availability of any rights under this Agreement.


3.10         Entire Agreement.  This Agreement (including the Exhibits
hereto, if any) constitutes the full and entire understanding and agreement
between the parties with respect to the subject matter hereof, and any other
written or oral agreement relating to the subject matter hereof existing
between the parties are expressly canceled.


3.11         Dispute Resolution.  Any controversy or claim arising out of or
relating to this Agreement, or the breach thereof, shall be resolved by binding
arbitration administered by the American Arbitration Association under its
Commercial Arbitration Rules in effect on the date of this Agreement (herein
the “AAA Rules”), and judgment on the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof.  The arbitrator shall be
selected pursuant to the AAA Rules and shall be a neutral and impartial lawyer
with excellent academic and professional credentials (i) who is or has been
practicing law for at least fifteen (15) years, specializing in general
commercial litigation or general corporate and commercial matters and (ii) who
has both training and experience as an arbitrator and is generally available to
serve as an arbitrator.  The arbitration
shall be governed by the arbitration law of the Federal Arbitration Act and
shall be held in Houston, Texas.



 9
 









3.12         Delays
or Omissions.  No delay or omission
to exercise any right, power or remedy accruing to any party under this
Agreement, upon any breach or default of any other party under this Agreement,
shall impair any such right, power or remedy of such non-breaching or
non-defaulting party nor shall it be construed to be a waiver of any such
breach or default, or an acquiescence therein, or of or in any similar breach
or default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring.  Any waiver,
permit, consent or approval of any kind or character on the part of any party
of any breach or default under this Agreement, or any waiver on the part of any
party of any provisions or conditions of this Agreement, must be in writing and
shall be effective only to the extent specifically set forth in such
writing.  All remedies, either under this
Agreement or by law or otherwise afforded to any party, shall be cumulative and
not alternative.


[Signature Pages Follow]



 10
 









IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.


	
  

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  TRADESTAR SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ D. Hughes Watler Jr.

  
	
   

  	
   

  	
  D. Hughes Watler, Jr.

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SELLERS:

  
	
   

  	
   

  
	
   

  	
  38310 ALBERTA LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barry Ahearn

  
	
   

  	
  Name:

  	
  Barry Ahearn

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DAVE HUNTER RESOURCES INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dave Hunter

  
	
   

  	
  Name:

  	
  Dave Hunter

  
	
   

  	
  Title:

  	
  President

  
				




 11
 









EXHIBIT A


SCHEDULE OF HOLDERS


	
  

  	
   

  	
  Holder’s Name and Address

  	
   

  	
  Number of Purchaser Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1. 

  	
   

  	
  383210 Alberta Ltd.  

  	
   

  	
  414,286 

  	
   

  
	
  

  	
   

  	
  #2 Fieldstone Way 

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Sylvan Lake, AB T4S 2L3 

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Attn.: Barry Ahearn 

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Telephone: (403) 318-2852

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Facsimile: (403) 263-3374 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  With a copy (which
  shall not constitute notice) to:

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Douglas Dunscombe  

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Suite 900, 800 6th Avenue S.W. T2P 3G3 

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Telephone: (403) 262-7221

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Facsimile: (403) 269-8246 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2. 

  	
   

  	
  Dave Hunter Resources
  Inc.  

  	
   

  	
  414,286 

  	
   

  
	
  

  	
   

  	
  53360 Range Road 220 

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Ardrossan, AB T8E 2BS 

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Attn.: Dave Hunter 

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Telephone: (403)
  860-4331

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Facsimile: (780)
  922-0176  

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  With a copy (which
  shall not constitute notice) to:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Douglas Dunscombe   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Suite 900, 800 6th
  Avenue S.W. T2P 3G3

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Telephone: (403)
  262-7221

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Facsimile: (403)
  269-8246 

  	
   

  	
   

  	
   

  



 



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