Exhibit
10.6.1


WARRANT


THIS WARRANT AND THE COMMON STOCK WHICH MAY BE ACQUIRED UPON EXERCISE
OF THIS WARRANT (“THE UNDERLYING COMMON STOCK”) 
WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND (1) THIS WARRANT AND THE UNDERLYING COMMON STOCK MAY NOT BE OFFERED, SOLD
OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM, (2) HEDGING TRANSACTIONS INVOLVING THE EQUITY SECURITIES
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) OF THE ISSUER OF THIS
WARRANT AND THE UNDERLYING COMMON STOCK MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE SECURITIES ACT, AND (3) THIS WARRANT AND THE  UNDERLYING COMMON STOCK MAY NOT BE RESOLD
EXCEPT IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.


Tradestar Services, Inc.


Common Stock Purchase Warrant


THIS IS TO CERTIFY THAT, for value received, 383210
Alberta Ltd., a corporation organized and existing under the laws of Alberta,
Canada, as registered holder hereof, or any subsequent holder or holders (the “Holder”), upon due exercise of this warrant (the “Warrant”), dated as of March 2, 2007, is entitled to
purchase from Tradestar Services, Inc., a Nevada corporation (the “Corporation”), all or any part of the Warrant Shares (as
hereinafter defined) for the applicable Exercise Price (as hereinafter defined)
in accordance with the terms provided below.


1.     Exercise Period; Exercise
Price; Warrant Shares. This Warrant shall be exercisable
following the one (1) year anniversary of the date hereof (the “Vesting Date”) and prior to 5:00 p.m. Houston, Texas, time
on March 2, 2013 (the “Termination Date”)
only as follows:


(a)           Calculation of Warrants.  The Holder is entitled
to purchase 100,000 shares of Common Stock of the Corporation (the “Warrant Shares”).  The
exercise price shall be US $2.10 per share for each share of Common Stock
acquired, subject to adjustment pursuant to Section 5 below (the “Exercise
Price”).


(b)           “Common Stock” means full paid
and non-assessable shares of common stock, par value $0.001 per share, of the
Corporation.


2.               Exercise of Warrant.


(a)           Procedure for
Exercise.  The Holder of this Warrant
may exercise this Warrant at any time after the Vesting Date and immediately
prior the Termination Date for the purchase of all or any part of the Warrant
Shares. The purchase price shall be equal to the Exercise Price multiplied by
the number of Warrant Shares to be acquired pursuant to such exercise of the
Warrant. To exercise this Warrant in whole or in part, the Holder hereof shall
deliver to the Corporation (i) a written notice of exercise (“Notice of Exercise”) of such Holder’s election to exercise
this Warrant, which Notice of Exercise shall specify the number of whole shares
of Common Stock to be purchased; (ii) payment of the aggregate Exercise Price
for the shares of Common Stock being purchased in the manner provided herein;
(iii) an executed Subscription Agreement; and (iv) this Warrant. Upon receipt
of the Notice of Exercise, the payment,













 


the executed Subscription Agreement and surrender of this Warrant, the
Corporation shall, as promptly as practicable, execute or cause to be executed
and deliver to such Holder a certificate or certificates representing the aggregate
number of shares of Common Stock specified in such Notice of Exercise.  The stock certificate or certificates so
delivered shall be in such denominations as may be specified in such Notice of
Exercise and shall be registered in the name of such Holder or, subject to the
conditions of Section 3 below, such other name as shall be designated in such
Notice of Exercise.  Payment of the
Exercise Price may be made (i) by wire transfer; (ii) by certified check or cashier’s
check, or by Holder’s personal check, payable to the order of the Corporation;
or (iii) pursuant to the terms of Section2(b) below.


(b)           Cashless Exercise.
Notwithstanding anything contained herein to the contrary, Holder may, at its
election (exercised in its sole discretion), exercise this Warrant as to all or
a portion of the Warrant Shares and, in lieu of making the cash payment
otherwise contemplated to be made to the Corporation upon such exercise, elect
instead to receive upon such exercise the net number of shares of Common Stock determined
according to the following formula:


Net Number = 
(A x B) - (A x C)
                                              B


For purposes of the foregoing formula:


A=                               the total number of Warrant Shares then being exercised.


B=                                 the closing sale price of the Common Stock on
the trading day immediately preceding the date of the Notice of Exercise.


C=                                 the Exercise Price then in effect for the
applicable Warrant Shares at the time of such exercise.


(c)           No Fractional Shares.  No fractional shares are to be issued upon
the exercise of this Warrant. If this Warrant shall have been exercised only in
part, the Corporation shall, at the time of delivery of such certificate or
certificates, deliver to such Holder a new warrant evidencing the rights of
such Holder to purchase the remaining Warrant Shares called for by this
Warrant, which new warrant shall in all other respects be identical with this
Warrant, or, at the request of such Holder, appropriate notation may be made on
this Warrant and the same returned to such Holder.


(d)           Expenses.  The Corporation shall pay all expenses, taxes
and other charges payable in connection with the preparation, execution and
delivery of stock certificates under this Section, except that, in case such
stock certificates are to be registered in a name or names other than the name of
the Holder of this Warrant, all stock transfer taxes payable upon the execution
and delivery of such stock certificate or certificates shall be paid by the
Holder hereof at the time of delivering the Notice of Exercise. In such case,
the Holder hereof shall deliver with such Notice of Exercise evidence,
satisfactory to the Corporation, that such taxes have been paid.


(e)           Warrant Holder Not a Stockholder.  No Holder of this Warrant shall be entitled,
solely by reason of being a Holder hereof, to possess any right or privilege as
a stockholder of the Corporation, including without limitation, the right to
vote or receive dividends or be deemed for any purpose the holder of Common
Stock or of any other securities of the Corporation which may at any time be issuable
on the exercise hereof, until the Holder shall have exercised all or any part
of this Warrant in accordance with the provisions set forth in Section 2
hereof.  Nothing 



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contained herein shall be
construed to confer upon the Holder, as such, any of the rights of a
stockholder of the Corporation or any right to vote upon any matter submitted
to stockholders at any time thereof, or to give or withhold consent to any
corporate action (whether upon any recapitalization, issue of stock,
reclassification of stock, change of par value, consolidation, merger,
conveyance, or otherwise) or, to receive notice of the meetings of
stockholders, until the Warrant shall have been exercised as provided in
Section 2 hereof.


3.     Transfer, Division and Combination.


(a)           Transfer of Warrants.  The Warrant is a separate and detachable
security, transferable only on the books of the Corporation by the registered
Holder hereof in person or by attorney duly authorized in writing, upon
surrender of this Warrant to the Corporation for transfer. Upon any such
transfer, a new Warrant to purchase a like number of shares of Common Stock
will be issued to the transferee or transferees in exchange for this
Warrant.  Upon receipt by the Corporation
of evidence reasonably satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant, and, in case of loss, theft or destruction, of an
agreement of indemnity (without security therefor, and upon surrender and
cancellation of this Warrant, if mutilated), the Corporation will make and
deliver a new Warrant of like tenor, in lieu of this Warrant.  This Warrant shall be promptly canceled by
the Corporation upon the surrender hereof in connection with any exchange,
transfer or replacement.


(b)           Division and Combination of
Warrants.  This Warrant may, subject
to Section 4 hereof, be divided or combined with other warrants upon
presentation hereof at the principal office of the Corporation, together with a
written notice specifying the names and denominations in which new warrants are
to be issued signed by the Holder or its agent or attorney.  Subject to compliance with the preceding
paragraph and with Section 4, as to any transfer which may be involved in such
division or combination, the Corporation shall execute and deliver a new warrant
or warrants in exchange for the warrant or warrants to be divided or combined
in accordance with such notice.


(c)           Expenses.  The Corporation shall pay all expenses, taxes
(other than stock transfer taxes) and other charges payable in connection with
the preparation, execution and delivery of this Warrant pursuant to this
Section.


4.             Compliance with Securities Act; Restrictions on
Transfer.


(a)           Compliance with
Securities Act.  This Warrant and the
related Warrant Shares shall not be transferable except upon the conditions
specified in this Section, which conditions are intended, among other things,
to ensure compliance with the provisions of the Securities Act of 1933, as
amended (the “Securities Act”), or any
applicable state securities laws in respect of the transfer of such Warrant or
Warrant Shares.


(b)           Restrictions on Transfer.  By acceptance of this Warrant, the Holder of
this Warrant agrees, prior to any transfer or attempted transfer of such
Warrant or the related Warrant Shares, to give written notice to the
Corporation of such Holder’s intention to effect such transfer.  The notice shall describe the manner and
circumstances of the proposed transfer in detail and shall contain an
undertaking by the Holder to furnish such other information as may be required
to enable the Corporation’s counsel to render the opinions referred to below,
and shall give the identity and address of the Holder’s counsel. By acceptance
of this Warrant, the Holder agrees to bear the reasonable expense of the
Corporation’s counsel for delivery of all additional opinions requested by the
Holder, if any (whether such opinions would permit the proposed transfer or 



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not). The Holder shall
submit a copy of the notice to the counsel designated in the notice and the
Corporation shall submit a copy thereof to its counsel, and the following
provisions shall apply:


(i)            If, in the opinion of both the
Corporation’s and the Holder’s counsel, the proposed transfer of the Warrant or
Warrant Shares may be effected without registration of the Warrant or Warrant
Shares under the Securities Act, the Corporation shall, as promptly as
practicable, so notify the Holder who will then be entitled to transfer the
Warrant or Warrant Shares in accordance with the terms of the notice delivered
by the Holder to the Corporation.


(ii)           If, in the opinion of either the
Corporation’s or the Holder’s counsel, the proposed transfer of the Warrant or
Warrant Shares may not be effected without registration of the Warrant or
Warrant Shares under the Securities Act, the Corporation shall, as promptly as
practicable, so notify the Holder, and the Corporation shall not be obligated
to effect the proposed transfer, except pursuant to an offering registered
under the Securities Act.


(c
)          Legend.  Each certificate for Warrant Shares issued
upon exercise of this Warrant shall bear a legend to the effect that the
Warrant Shares may not be transferred except upon compliance with the
provisions of this Section 4, and each certificate for Warrant Shares
transferred pursuant to Section 4 shall also bear the legend listed below,
unless, in the opinion of counsel acceptable to the Corporation, such a legend
is not required.


THESE
SHARES WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND
(1) THESE SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM, (2) HEDGING
TRANSACTIONS INVOLVING THE EQUITY SECURITIES (AS DEFINED IN REGULATION S UNDER
THE SECURITIES ACT) OF THE ISSUER OF THESE SHARES MAY NOT BE CONDUCTED UNLESS
IN COMPLIANCE WITH THE SECURITIES ACT, AND (3) THESE SHARES MAY NOT BE RESOLD
EXCEPT IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.


(d)           Certain Covenants, Representations
and Warranties of Holder.  By the
Holder’s acceptance of this Warrant, the Holder hereby represents and warrants
to the Corporation, as of the date hereof, as follows:


(i)            The Holder is acquiring the Warrant
and (upon the exercise of the Warrant) the Warrant Shares in accordance with
Regulation S.  The Holder acknowledges
that neither the Warrant nor the underlying Warrant Shares have been registered
under the Securities Act, or the securities or “blue sky” laws of any state or
other domestic or foreign jurisdiction, and that none of such securities may be
sold, transferred or otherwise disposed of except pursuant to an effective
registration statement thereunder or an applicable exemption therefrom.


(ii)           The Holder (i) has such knowledge and
experience in financial and business matters that such Holder is capable of
evaluating the merits and risks of its investment in the Warrant and the
underlying Warrant Shares and has the financial ability to assume the monetary
risk associated therewith; (ii) is able to bear the complete loss of 



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its investment in the
Warrant and the underlying Warrant Shares; has received such documents and
information from the Corporation as such Holder has requested and has had the
opportunity to ask questions of and receive answers from the Corporation and
the terms and conditions of the offering of the Warrants and to obtain
additional information and (iv) is an “accredited investor” as defined in Rule
501(a) of Regulation D promulgated under the Securities Act.


(iii)          The Holder certifies that (i) it is a
non-U.S. person outside the United States and it is not acquiring the Warrant
and (upon the exercise of the Warrant) the Warrant Shares for the account or
benefit of a U.S. person; (ii) it will not resell the Warrant and (upon the
exercise of the Warrant) the Warrant Shares prior to the earlier of a
registration statement being declared effective with respect to the Warrant and
(upon the exercise of the Warrant) such Warrant Shares or the expiration of the
one-year distribution compliance period provided for in Regulation S, except to
other non-U.S. persons outside of the United States or to a distributor for the
act or benefit of a U.S. person in accordance with Regulation S or pursuant to
an available exemption from registration under the Securities Act; (iii) it has
not engaged in, and prior to the earlier of a registration statement being
declared effective with respect to such securities or the expiration of the
one-year distribution compliance period provided for in Regulation S, will not
engage in any short selling of any equity security issued by the Corporation
(including, without limitation, the Warrant and the Warrant Shares) or any
hedging transaction with respect to any such equity security, including without
limitation put, call or other option transactions, option writing and equity
swaps; and (iv) is not relying upon any statements or instruments made or
issued by any person other than the Corporation in making a decision to accept
the Warrant and enter into the Consulting Agreement.  As used herein, the term “Consulting Agreement” means that certain Consulting, Confidentiality, Non-Competition and
Non-Solicitation Agreement, dated of even date herewith, by and among the
Corporation, Decca Consulting, Ltd., the Holder and Barry Ahearn.


(iv)          The
Holder is a “holding entity” (as such term is defined under National Instrument
45-106 of the Canadian Securities Administrators) of Barry Ahearn.  Participation in the distribution of the
Warrants represented by this certificate is “voluntary” (as such term is
defined under National Instrument 45-106 of the Canadian Securities
Administrators.  The Holder acknowledges
that the Warrants represented hereby have been issued to the Holder pursuant to
certain prospectus and registration exemptions 
existing under the securities laws of the Province of Alberta and that
the Warrants and the Warrant Shares may be subject to certain restrictions on
resale, including a hold period of indefinite duration.


(v)           If the Holder is a partnership,
corporation, trust or other entity:


(A)  it
was not formed for the purpose of this investment;


(B)   it
is authorized and otherwise duly qualified to purchase and hold shares of
Common Stock, this Warrant and the Warrant Shares.


(vi)          The
Holder is not subject to a statutory disqualification, as set forth in Section
3(a)(39) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).



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(vii)         The
Holder has been given full and  complete
access to all  information with respect
to the Corporation and the Corporation’s proposed activities that the Holder
has deemed necessary to evaluate the merits and risks of an investment in the
Corporation.


(viii)        The
Holder has had a full opportunity to ask questions of and to receive satisfactory
answers from a representative of the Corporation concerning  the terms and conditions of this
investment in the Corporation and all such questions have been answered to the
full satisfaction of the Holder.


(ix)           The
Holder is aware of the risks associated with an investment in the Corporation,
including those described in the “Risk  Factors”
section of the Corporation’s SEC Filings.


(x)            The
Holder has been advised and understands that an investment in  the Corporation is highly speculative and
has received no representations or warranties from the Corporation with respect
to such investment.


(xi)           The
Holder acknowledges that there are substantial restrictions on the
transferability of, and there will be no public market for, the Warrant Shares
and, accordingly, it may not be possible for the  Holder to  liquidate
its investment in case of an emergency or otherwise, and the Holder has been
advised that while Rule 144 of the Securities Act is presently applicable to
the Warrant Shares, the Holder understands that Rule 144 may not be available
in the future.


(xii)          The
Holder is aware that no securities administrator of any state or any federal
government has made or will make any finding or determination relating to its
investment in the Corporation.


(xiii)         All
information which the Holder has provided to the Corporation, in  connection with this Warrant, is true
and correct  in all
material respects as of the date set forth below and the Holder agrees to
furnish any additional information which the Corporation may request so as to
determine the suitability of the Holder, and to notify the Corporation
immediately should any material changes in such information occur.


5.                                       Anti-dilution.


(a)           Reorganization Transactions.  The applicable Exercise Price and the number
of Warrant Shares issuable upon exercise of this Warrant are subject to
adjustment from time to time upon the occurrence hereafter of certain
transactions by the issuer of the Warrant Shares, including dividends of stock
or other securities or property, stock splits, reverse stock splits,
subdivisions, combinations, recapitalizations, reorganizations,
reclassifications, consolidations and any liquidation or dissolution of such
issuer (each a “Reorganization”).  In the event that the outstanding Common Stock
issued by the Corporation is at any time increased or decreased solely by
reason of a Reorganization, appropriate adjustments in the number and kind of
such securities then subject to this Warrant shall be made effective as of the
date of such occurrence so that the interest of the Holder upon exercise will
be the same as it would have been had such Holder owned the underlying
securities immediately prior to the occurrence of such event.  Such adjustment shall be made successively
whenever any Reorganization shall occur.



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(b)           Notice.  Notice of matters arising under this Section
5 shall be given pursuant to Section 7 below.


(c)           Adjustments.  Except as otherwise provided herein, the
effective date of any adjustment pursuant to Section 5(a) shall be the effective
date of the event that causes such adjustment.


6.             Special Agreements of the Corporation.


(a)           Reservation of Common Stock.  The Corporation covenants and agrees that it
will reserve and set apart and have at all times, a sufficient number of shares
of authorized but unissued Common Stock for delivery upon the exercise of the
Warrant or any other rights or privileges provided for therein sufficient to
enable it at any time to fulfill all of its obligations thereunder; and if at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the exercise of the Warrant at the Exercise Price then
in effect, the Corporation will take such corporate action as may, in the
opinion of its counsel, be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for such
purpose.


(b)           Par Value.  As a condition precedent to the taking of any
action which would cause an adjustment reducing the Exercise Price below the
then par value, if any, per share of the Warrant Shares, the Corporation will
take such corporate action as may, in the opinion of its counsel, be necessary
in order that the Corporation may validly and legally issue its Common Stock at
the Exercise Price upon exercise of this Warrant in accordance with the
provisions hereof.


(c)           Shares to be Fully Paid and
Nonassessable.  The Corporation
covenants that all shares of Common Stock which may be issued upon exercise of
this Warrant will be, upon issuance and payment of the Exercise Price, fully
paid and nonassessable.


(d)           Exchange Act Reports.  If the Corporation becomes subject to the
reporting requirements of Sections 13(a) or 15(d) of the Exchange Act, then the
Corporation shall prepare and timely file all such reports which it is required
to file under the Exchange Act until the earlier of such time as Holder has
sold all of the Warrant Shares or such time as the Corporation is no longer
subject to such reporting requirements under the Exchange Act; provided,
however, that nothing in this Warrant shall obligate the Corporation to become
subject to or remain subject to the reporting requirements of Sections 13(a) or
15(d) of the Exchange Act.


7.                                       Notices.


(a)           All notices, requests and other
communications hereunder must be in writing and will be deemed to have been
duly given only if delivered personally or by facsimile transmission or mailed
(first class postage prepaid) to the parties at the following addresses or
facsimile numbers:


(i)            if to Corporation, to:


Tradestar Services, Inc.


Three Riverway, Suite 1500


Houston, Texas 77056


Attention:
Chief Executive Officer



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Telephone: (713) 479-7000


Facsimile:
(713) 975-6271


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


Haynes and Boone, LLP


One Houston Center


1221 McKinney Street, Suite 2100


Houston, Texas 77010


Attention: 
Bryce D. Linsenmayer, Esq.


Facsimile:  (713) 236-5540


(ii)                                  if to Holder, to:


383210 Alberta Ltd.


#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, Esq.


Suite 900


800 6th Avenue S.W. Calgary, AB T2P 3G3


Telephone: (403) 262-7221


Facsimile:
(403) 269-8246


(b)           With respect to any Holder of Warrant
Shares, such notices, requests and other communications shall be sent to the
addresses set forth in the stock transfer records regularly maintained by the
Corporation.


(c)           All such notices, requests and other
communications will (i) if delivered personally to the address as provided in
this Section, be deemed given upon delivery, (ii) if delivered by facsimile
transmission to the facsimile number as provided in this Section, be deemed
given upon receipt, and (iii) if delivered by mail in the manner described
above to the address as provided in this Section, be deemed given upon receipt
(in each case regardless of whether such notice, request or other communication
is received by any other person to whom a copy of such notice is to be
delivered pursuant to this Section 7). 
Any party from time to time may change its address, facsimile number or
other information for the purpose of notices to that party by giving notice
specifying such change to the other parties hereto.


8.             Limitation of Liability.  No provision hereof, in the absence of
affirmative action by the Holder to purchase the Warrant Shares as provided in
Section 2 above, and no mere enumeration herein of the rights or privileges of
the Holder hereof, shall give rise to any liability of such Holder for the
Exercise Price or as a stockholder of the Corporation, whether such liability
is asserted by the Corporation or by creditors of the Corporation.



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9.             Indemnification. The Holder
acknowledges and understands the meaning and legal consequences of the
representations and warranties herein and hereby agrees to indemnify and hold
harmless the Corporation and its officers, directors, controlling persons,
agents, employees, attorneys and accountants from and against any and all loss,
damage or liability, together with all costs and expenses (including attorneys
fees and disbursements) which any of them may incur by reason of:


(a)           any breach of any representation,
warranty or agreement of the Holder contained in this Warrant or the Consulting
Agreement executed by the Holder
and delivered to the Corporation in connection herewith; or


(b)           any false, misleading or inaccurate
information, or any breach of any representation, warranty or agreement of the
Holder, contained in any agreement executed by the Holder in favor of the Corporation.


Notwithstanding the foregoing, no representation,
warranty, acknowledgment or agreement made herein by the Holder shall in any
manner be deemed to constitute a waiver of any rights of the Holder under
federal or state securities laws. All representations and warranties contained
in this Agreement and indemnification contained in Section 9, shall survive the
acceptance of the Holder’s subscription for the Corporation’s securities and
any other transaction contemplated herein.


10.           Governing
Law.  This Warrant shall be governed by and
construed in accordance with the laws of the State of Texas, excluding that
body of law relating to conflict of laws.


[Signature page follows]



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IN WITNESS WHEREOF, the Corporation has caused this
Warrant to be effective by its signed by its duly authorized officer as of the
2nd day of March, 2007.


 


	
  

  	
  TRADESTAR
  SERVICES, INC.,

  
	
   

  	
  a Nevada
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ D. Hughes Watler, Jr.

  
	
   

  	
   

  	
  D. Hughes
  Watler, Jr.

  
	
   

  	
   

  	
  Chief Financial
  Officer