Exhibit
10.5.2


THIS NOTE IS AND SHALL AT ALL
TIMES BE AND REMAIN SUBORDINATED AND SUBJECT IN RIGHT OF PAYMENT AND
ENFORCEMENT, TO THE EXTENT AND IN THE MANNER SET FORTH IN SECTION 11 OF THIS NOTE, TO THE PRIOR
PAYMENT IN FULL OF ALL SENIOR DEBT, AS SUCH TERM IS HEREINAFTER DEFINED.


DECCA PROMISSORY NOTE NO. 2


	
  Cdn $725,000

  	
   

  	
  Houston, Texas

  	
   

  	
  March 2, 2007

  



 


FOR
VALUE RECEIVED, the undersigned, TRADESTAR
SERVICES, INC., a Nevada
corporation (“Maker”),
hereby unconditionally promises to pay to the order of DAVE HUNTER
RESOURCES INC., a corporation organized and existing under the laws
of Alberta, Canada (“Payee”),
with its principal offices located at 53360 Range Road 220, Ardrossan, AB T8E
2BS or such other address given to Maker by Payee, the principal sum of SEVEN
HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS (Cdn $725,000.00), in lawful
money of Canada, together with interest (calculated on the basis of a 365-day
year) on the unpaid principal balance from the date hereof until maturity (or
acceleration of maturity) at the rate of nine percent (9%) per annum.


1.             Definitions.  When
used in this Note, the following terms shall have the respective meanings
specified herein or in the
Section
referred to:


“Business Day” means a day upon which business is transacted
by national banks in Alberta, Canada.


“Default” has the meaning ascribed to it in Section 5
hereof.


“Maximum Rate” means, with respect to the holder hereof, the
maximum non-usurious rate of interest which, under all applicable legal
requirements, such holder is permitted to contract for, charge, take, reserve,
or receive on this Note.  If the laws of
the State of Texas are applicable for purposes of determining the “Maximum Rate,” then such term means the “weekly ceiling” from time to time in
effect under Texas Finance Code §303.001,
as amended, as limited by Texas Finance Code
§303.009.


“Note”
means this Decca Promissory Note No. 1.


“Pledge”
means that certain Pledge and Security Agreement, dated of even date herewith,
by and among Maker, Payee and Purchaser.


“Purchase
Agreement” means that certain Amended and Restated Stock Purchase
Agreement, dated March 2, 2007, by and among Maker, Purchaser, Payee, Dave
Hunter Resources Inc., a corporation organized and existing under the laws of
Alberta, Canada, Barry Ahearn, a resident of Sylvan Lake, Canada, and Dave
Hunter, a resident of Ardrossan, Canada.


“Purchaser”
means 1297181 Alberta Ltd., a corporation organized and existing under the laws
of Alberta, Canada.


“Senior Debt” “ means all amounts
outstanding under (i) the Credit Agreement, dated May 23, 2006, by and among
Petroleum Engineers, Inc. and Tradestar Construction Services, Inc., as
debtors, and Wells Fargo, as lender, including all amendments thereto, and all
related loan documents, including but not limited to that certain Amended and
Restated Revolving Note payable to Wells Fargo in the original









principal amount of US $7,000,000 and that certain Structural Overdraft Note
payable to Wells Fargo in the original principal amount of $1,500,000; (ii) any
obligations or indebtedness arising under or related to credit agreements,
promissory notes or other loan documents pursuant to which Wells Fargo, any
successor lender, or any of their affiliates, loan additional funds or otherwise
extend credit to Maker or any of its affiliates following the date hereof; and
(iii) any extensions, renewals, modifications or replacements of any of the
foregoing obligations and indebtedness.

“Senior Debt
Event of Default” means any event, the occurrence of which permits
the termination or acceleration of any of the Senior Debt.


“Wells Fargo”
means Wells Fargo Bank, National Association, the lender of the Senior Debt,
and any of its successors or assigns and any other holders of the Senior Debt.


2.             Payment.  The principal and interest on this Note shall
be due and payable in (i) one (1) installment of principal and accrued interest
in the amount of Fourteen Thousand, Forty-Six Dollars and 52/100 (Cdn
$14,046.52), being due and payable on the 1st day of April,
2007; and (ii) fifty-nine (59) equal monthly installments of principal and
accrued interest in the amount of Fifteen Thousand Forty-Nine Dollars and
84/100 (Cdn $15,049.84) each, the first monthly payment in such amount being
due and payable on 1st day of May, 2007 and thereafter in the same
amount of principal and accrued interest on the same day of each calendar month
until fifty-nine (59) payments of principal and interest have been made and all
outstanding principal and interest due under this Note has been paid in full.


All payments of principal and interest of this Note
shall be made by Maker to Payee in immediately available funds.  Payments made to Payee by Maker hereunder
shall be applied first to accrued interest and then to principal.


Should the principal of, or any installment of the
principal of or interest upon, this Note become due and payable on any day
other than a Business Day, the maturity thereof shall be extended to the next
succeeding Business Day, and interest shall be payable with respect to such
extension.


3.             Security.  The
payment of this Note is secured by the Pledge.


4.             Waivers.  Maker and each surety, endorser, guarantor,
and other party ever liable for payment of any sums of money payable upon this
Note, jointly and severally waive presentment, demand, protest, notice of
protest and non-payment or other notice of default, notice of
acceleration, and intention to accelerate, or other notice of any kind, and
agree that their liability under this Note shall not be affected by any renewal
or extension in the time of payment hereof, or in any indulgences, and hereby
consent to any and all renewals, extensions, indulgences, releases, or changes,
regardless of the number of such renewals, extensions, indulgences, releases,
or changes.


No waiver by Payee of any of its rights or remedies
hereunder or under any other document evidencing or securing this Note or
otherwise, shall be considered a waiver of any other subsequent right or remedy
of Payee; no delay or omission in the exercise or enforcement by Payee of any
rights or remedies shall ever be construed as a waiver of any right or remedy
of Payee; and no exercise or enforcement of any such rights or remedies shall
ever be held to exhaust any right or remedy of Payee.


5.             Representations
and Warranties.  Maker hereby represents and warrants to Payee
as follows:



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(a)           Maker is a corporation, duly
organized, validly existing and in good standing under the laws of Nevada and
has the power and authority to own its property and to carry on its business in
each jurisdiction in which it does business.


(b)           Maker has full power and authority to
execute and deliver this Note and to incur and perform the obligations provided
for herein, all of which have been duly authorized by all proper and necessary
action of the appropriate governing body of Maker.  No consent or approval of any public
authority or other third party is required as a condition to the validity of
this Note except for the consent of Wells Fargo.


(c)           There is no event that is, or with
notice or passage of time, or both, would be, a Default under this Note and the
Pledge.


(d)           This Note constitutes the valid and
legally binding obligation of Maker, enforceable against Maker in accordance
with its terms.


(e)           There is no charter, bylaw, stock
provision or other document pertaining to the organization, power or authority
of Maker and no provision of any existing agreement, mortgage, indenture or
contract binding on Maker or affecting Maker’s property, which would conflict
with or in any way prevent the execution, delivery or carrying out of the terms
of this Note and the Pledge.


All representations and warranties made under this Note shall be deemed
to be made at and as of the date hereof.


6.             Default
and Remedies.


(a)           A “Default” shall exist hereunder if any one or more of the
following events shall occur and be continuing: (i) Maker shall fail to
pay when due any principal of, or interest upon, this Note; (ii) any
representation or warranty made by Maker to Payee herein shall prove to be untrue
or inaccurate in any material respect; (iii) default shall occur in the
performance of any of the covenants or agreements of Maker contained herein or
in the Purchase Agreement or the Pledge; (iv) default shall occur in the
payment of the Senior Debt, or the Senior Debt shall become due before its
stated maturity by acceleration of the maturity thereof or otherwise or shall
become due by its terms and shall not promptly be paid or extended; (v) this
Note shall cease to be a legal, valid, binding agreement enforceable against
Maker in accordance with its terms or shall in any way be terminated or become
or be declared ineffective or inoperative or shall in any way whatsoever cease
to give or provide the respective rights, titles, interests, remedies, powers
or privileges intended to be created thereby; (vi) Maker shall
(A) apply for or consent to the appointment of a receiver, trustee,
intervenor, custodian or liquidator of itself or of all or substantially all of
its assets, (B) be adjudicated a bankrupt or insolvent or file a voluntary
petition for bankruptcy or admit in writing that it is unable to pay its debts
as they become due, (C) make a general assignment for the benefit of
creditors, (D) file a petition or answer seeking reorganization or an
arrangement with creditors or to take advantage of any bankruptcy or insolvency
laws, or (E) file an answer admitting the material allegations of, or
consent to, or default in answering, a petition filed against it in any
bankruptcy, reorganization or insolvency proceeding, or take corporate action
for the purpose of effecting any of the foregoing; (vii) an order,
judgment or decree shall be entered by any court of competent jurisdiction or
other competent authority approving a petition seeking reorganization of Maker
or appointing a receiver, trustee, intervenor or liquidator of any such person,
or of all or substantially all of its or their assets, and such order, judgment
or decree shall continue unstayed and in effect for a period



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of sixty (60) days; or
(viii) any final judgment(s) for the payment of money shall be rendered
against Maker and such judgment or judgments shall not be satisfied or
discharged at least ten (10) days prior to the date on which any of its assets
could be lawfully sold to satisfy such judgments.


(b)           If Maker fails or refuses to pay any
part of the principal of or interest upon this Note as the same become due, or
upon the occurrence of any Default hereunder or a default under the terms of
the Pledge, then in any such event Payee may, at its option, (i) declare
the entire unpaid balance of principal and accrued interest of the Note to be
immediately due and payable without presentment or notice of any kind which
Maker waives pursuant to Section 3 herein, (ii) reduce any claim to judgment,
and/or (iii) pursue and enforce any of Payee’s rights and remedies under the
Pledge or available pursuant to any applicable law or agreement.


7.             Voluntary
Prepayment.  Maker reserves the right to prepay the
outstanding principal balance of, and all accrued but unpaid interest on, this
Note, in whole or in part, at any time and from time to time, without premium
or penalty.  Any such prepayment shall be
applied first to accrued but unpaid interest and then to principal.


8.             Usury
Laws.  Regardless of any provisions contained in
this Note, the Payee shall never be deemed to have contracted for or be
entitled to receive, collect, or apply as interest on the Note, any amount in
excess of the Maximum Rate permitted by applicable law, and, in the event Payee
ever receives, collects, or applies as interest any such excess, such amount
which would be excessive interest shall be applied to the reduction of the
unpaid principal balance of this Note, and, if the principal balance of this
Note is paid in full, then any remaining excess shall forthwith be paid to
Maker.  In determining whether or not the
interest paid or payable under any specific contingency exceeds the highest
lawful rate, Maker and Payee shall, to the maximum extent permitted under
applicable law, (a) characterize any non-principal payment (other than
payments which are expressly designated as interest payments hereunder) as an
expense, fee, or premium, rather than as interest, (b) exclude voluntary
prepayments and the effect thereof, and (c) spread the total amount of interest
throughout the entire contemplated term of this Note so that the interest rate
is uniform throughout such term.


9.             Costs.  If
this Note is placed in the hands of an attorney for collection, or if it is
collected through any legal proceeding at law or in equity, or in bankruptcy,
receivership or other court proceedings, Maker agrees to pay all costs of
collection, including, but not limited to, court costs and reasonable attorneys’
fees, including all costs of appeal.


10.          Notices.  Any
notice that may be given by either Maker or Payee shall be in writing and shall
be deemed given upon the earlier of the time of receipt thereof by the person
entitled to receive such notice, or if mailed by registered or certified mail
or with a recognized overnight mail courier upon two (2) days after deposit
with the Post Office of the United States or Canada or one (1) day after
deposit with such overnight mail courier, if postage is prepaid and mailing is
addressed to Maker or Payee, as the case may be, at the following addresses, or
to a different address previously given in a written notice to the other party:


	
  To Maker:

  	
  Tradestar Services, Inc.

  	
   

  
	
   

  	
  Three Riverway, Suite 1500

  	
   

  
	
   

  	
  Houston, Texas 77056

  	
   

  
	
   

  	
  Attention: Chief Financial Officer

  	
   

  
	
   

  	
  Telephone: (713) 479-7000

  	
   

  
	
   

  	
  Facsimile: (713) 975-6271

  	
   

  



 



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  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 West

  
	
   

  	
   

  	
  888-3rd Street S.W.

  
	
   

  	
   

  	
  Calgary, Alberta T2P 5C5

  
	
   

  	
   

  	
  Attn.: Stuart M. Olley, Esq.

  
	
   

  	
   

  	
  Telephone: (403) 266-9057

  
	
   

  	
   

  	
  Facsimile: (403) 266-9034

  
	
   

  	
   

  	
   

  
	
  To Payee:

  	
  Dave Hunter Resources Inc.

  
	
   

  	
   

  	
  53360 Range Road 220

  
	
   

  	
   

  	
  Ardrossan, AB T8E 2BS

  
	
   

  	
   

  	
  Attn.: Dave Hunter

  
	
   

  	
   

  	
  Telephone: (403) 860-4331

  
	
   

  	
   

  	
  Facsimile: (780) 922-0176

  



 


11.          Subordination.


(a)           Maker agrees, and Payee, for itself
and for its successors, by accepting this Note agrees, that the obligations
represented by this Note shall be subordinated in right of payment, to the
extent and in the manner provided in this Section 11, to the prior
payment in full of all Senior Debt.


(b)           Except as provided in Section 11(c)
below, from and after the date hereof until maturity (or acceleration of
maturity) of this Note, and unless Wells Fargo expressly consents in writing to
the contrary, no payment on this Note shall be made or given by or on behalf of
Maker or any affiliate thereof and no payment on account of this Note shall be
received, accepted, or retained by Payee, nor shall Payee accelerate, make any
demand for, or attempt to receive, collect, or retain the same, whether by
collection, set-off, foreclosure, counterclaim, or otherwise.  Notwithstanding the foregoing, with Payee
acknowledging Wells Fargo, as holder of the Senior Debt, has priority over any
claims of Payee, in the event of Maker’s bankruptcy, Payee may make a claim or
demand in such bankruptcy proceedings for payment of this Note without the
prior consent of Wells Fargo; provided, however, that doing so does not affect
the priority or payment of the Senior Debt.


(c)           Notwithstanding anything contained
herein to the contrary, so long as Payee has not received notice from the
holders of the Senior Debt that a Senior Debt Event of Default has occurred and
has not been cured in the prescribed period of time, Maker may pay, and Payee
may receive, payments of principal and interest and other amounts due under
this Note; provided that,
following the occurrence of a Senior Debt Event of Default, such payments may
and shall be resumed upon the date on which such Senior Debt Event of Default
is cured or waived.



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(d)           Payee agrees (i) that the Senior Debt
Lender is relying on the subordination terms and provisions contained herein in
extending credit to Maker and its affiliates and that the Senior Debt Lender
may enforce such provisions against Payee directly; and (ii) to execute any and
all documents reasonably necessary or reasonably required by any Senior Debt
lender in order to evidence the terms, agreements and conditions with respect
to the subordination of payments on this Note.


12.          GOVERNING LAW.  THIS INSTRUMENT AND ALL ISSUES AND CLAIMS
ARISING IN CONNECTION WITH OR RELATING TO THE INDEBTEDNESS EVIDENCED HEREBY
SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.


13.          ENTIRETY.  THE PROVISIONS OF THIS NOTE MAY BE AMENDED OR
REVISED ONLY BY AN INSTRUMENT IN WRITING SIGNED BY MAKER AND PAYEE.  THIS NOTE, THE PLEDGE AND THE PURCHASE
AGREEMENT EMBODIES THE FINAL, ENTIRE AGREEMENT OF MAKER AND PAYEE AND
SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER
HEREOF  AND MAY NOT BE CONTRADICTED OR
VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR
DISCUSSIONS OF MAKER AND PAYEE.  THERE
ARE NO ORAL AGREEMENTS BETWEEN MAKER AND PAYEE.


14.          WAIVER OF JURY TRIAL.  MAKER, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, HEREBY KNOWINGLY, INTENTIONALLY, IRREVOCABLY, UNCONDITIONALLY
AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES,
RELINQUISHES AND FOREVER FOREGOES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS NOTE OR
THE PLEDGE.


15.          Assignment.  Maker and Payee agree that that Payee may
assign all payments under this Note and all of its rights and obligations under
this Note to the Seller pursuant to the terms and conditions of the Purchase
Agreement.  Except as set forth in the
immediately preceding sentence, neither this Note nor any rights or obligations
under it are assignable without the express written consent of Maker and Payee.


16.          Parties in Interest.  This
Note shall be binding upon and inure to the benefit of each party hereto and
their respective successors and assigns, and nothing in this Note, express or
implied, is intended to confer upon any other person any rights or remedies of
any nature whatsoever under or by reason of this Note.  Nothing in this Note is intended to relieve
or discharge the obligation of any third person to any party to this Note.


[Signature page follows]



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  MAKER:

  
	
   

  	
   

  	
   

  
	
   

  	
  TRADESTAR SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ D. Hughes Watler Jr.

  
	
   

  	
   

  	
  D. Hughes Watler, Jr.

  
	
   

  	
   

  	
  Chief Financial Officer