Exhibit 10.4


PLEDGE AND SECURITY AGREEMENT


This
PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is
entered into effective as of this 2 day of March, 2007, by and among  Tradestar Services, Inc.,  a
Nevada corporation  (the “Pledgor”),
and each of 383210 Alberta Ltd., a corporation organized and existing under the
laws of Alberta, Canada,  and Dave
Hunter Resources Inc., a corporation organized and existing under the laws of
Alberta, Canada,  and/or their successors or
assigns (collectively, “Pledgees”).  Pledgor and Pledgees are each a “party”
and together are “parties” to
this Agreement.


RECITALS


A.            Pledgor,
Pledgees, 1297181 Alberta Ltd., a
corporation organized and existing under the laws of Alberta, Canada and a
wholly-owned subsidiary of Pledgor (the “Purchaser”),
and Barry Ahearn and Dave Hunter, residents of Sylvan Lake and Ardrossan,
Canada, respectively (collectively, the “Shareholders”),
are parties to that certain Amended and Restated Stock Purchase Agreement,
dated March 2, 2007 (the “Purchase Agreement”),
pursuant to which the Purchaser is purchasing all of the issued and outstanding
capital stock (the “Stock”) of
Decca Consulting Ltd., a corporation organized and existing under the laws of
Alberta, Canada (the “Company”);


B.            As
part of the purchase price for the Stock, Pledgor has delivered the following
promissory notes, dated of even date herewith (the “Notes”)
to the Pledgees:


1.                                       Decca Promissory Note No. 1 payable to the
order of 383210 Alberta Ltd. in the
original principally amount of Cdn $725,000.00; and


2.                                       Decca Promissory Note No. 2 payable to the
order of Dave Hunter Resources Inc. in
the original principal amount of Cdn $725,000.00;


C.            Following
the acquisition of the Stock by the Purchaser, the Purchaser and the Company
consummated an amalgamation of the Purchaser and the Company with the Company
being the surviving corporation of the amalgamation (the “Amalgamation”);


D.            Following
the Amalgamation, Pledgor owns all of the Stock; and


E.             As
part of the consideration of Pledgees accepting the Notes (as opposed to cash
or other consideration) under the Purchase Agreement, Pledgor desires to pledge
and deliver to Pledgees the Stock as security for the Notes and other
obligations hereafter identified.


AGREEMENT


NOW, THEREFORE, to induce Pledgees to accept the
Notes; and as security for Pledgor’s obligations under the Notes and any other
obligations or liabilities of Pledgor under this Agreement (this Agreement and
the Notes, the “Loan Documents” and the
obligations and liabilities of Pledgor under the Loan Documents are
collectively referred to herein as the “Secured Indebtedness”),
and for other good and valuable consideration, the parties agree as follows:


1.             Pledge of Common Stock. 
Pledgor hereby grants to Pledgees a security interest in, and pledges to
Pledgees, 100% of the Stock of the Company and hereby assigns, transfers and
sets over to Pledgees all of Pledgor’s right, title and interest in and to the
Stock, to be held by Pledgees as security for the Secured Indebtedness and
further upon the terms and conditions set forth in this Agreement.













2.             Pledge of Additional Common Stock.  If
Pledgor shall, at any time or from time to time after the date hereof, acquire,
by purchase, dividend or otherwise, any additional shares of capital stock of
whatever class or description of the Company, or any other securities or other
instruments convertible or exchangeable for any such additional shares or any
rights in participation of profits, options or warrants or any other
contractual rights relating to any participation in the Company (collectively,
the “Additional Stock”),  Pledgor shall be deemed to have pledged to
Pledgees the Additional Stock pursuant to this Agreement.  Pledgor hereby grants a security interest in
and assigns, transfers and sets over to Pledgees all of Pledgor’s right, title
and interest in and to the Additional Stock and such certificates, instruments,
documents and contracts evidencing the same as security for the Secured
Indebtedness.  The Stock, the Additional
Stock and any shares of capital stock or other securities of the Company issued
in exchange therefor or replacement thereof are hereafter called the “Pledged Securities.” 
Pledgor hereby further assigns, transfers, sets over and grants to
Pledgees a security interest in and to all proceeds of the Pledged Securities.


3.             Representations, Warranties and Covenants. 
Pledgor represents, warrants and covenants that:


(a)           the Stock is validly issued and
outstanding and is fully paid and nonassessable and constitutes all of the
outstanding ownership interests of the Company, and there are no outstanding
rights in Pledgor or any other person or organization to acquire any
additional, ownership interests of the Company, or any other securities or
other instruments now or hereafter convertible or exchangeable for any such
additional capital stock and ownership interests;


(b)           Pledgor is the holder of record and
sole beneficial owner of the Stock;


(c)           Pledgor has good and marketable title
to the Stock, and will have good and marketable title to all other Pledged
Securities when acquired, free of all mortgages, pledges, liens, security
interests, conditional sale or other title retention agreements, charges or
encumbrances and adverse claims of any kind whatsoever;


(d)           Pledgor will warrant and forever
defend the title to the Pledged Securities and its proceeds against the claims
and demands of all persons whomsoever claiming or to claim the same or any part
thereof;


(e)           So long as the Secured Indebtedness
or any part thereof remains unpaid, Pledgor covenants and agrees that Pledgor
shall furnish to Pledgees such stock powers, consents, security agreements and
other instruments as may be required by Pledgees to evidence their interest in
the Pledged Securities and to assure the transferability of the Pledged
Securities when requested by Pledgees;


(f)            Pledgor will, on request of
Pledgees, promptly correct any defect, error or omission which may be
discovered in the contents of this Agreement or the Notes, or in any other
instrument executed in connection herewith or therewith; and


(g)           If the validity or the priority of
this Agreement or of any right, title, security interest or other interest
created or evidenced hereby or of any right, title, security interest or other
interest of Pledgor in and to the Pledged Securities shall be attacked,
endangered or questioned or if any legal proceedings are instituted against
Pledgor with respect thereto, Pledgor will give prompt notice thereof to
Pledgees.


4.             Restrictions on Disposition of the Pledged Securities
by Pledgor.  Pledgor will not, directly or indirectly,
sell, assign, transfer, mortgage, pledge, hypothecate or otherwise dispose of
the 



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Pledged
Securities or any interest therein, or create, assume or permit any lien or
encumbrance of any kind whatsoever to exist with respect thereto, without the
express written consent of Pledgees.


5.             Voting.  Unless and until an Event of
Default shall have occurred and be continuing, Pledgor shall have the right to
vote the Pledged Securities and to otherwise act with respect thereto.  All rights of Pledgor to vote shall, without
further action by any party, cease if an Event of Default shall occur.


6.             Dividends and other Distributions. 
Pledgor agrees that it shall not cause or allow the Company to declare a
dividend or make a distribution of its Stock, subdivide its outstanding Stock,
combine its outstanding Stock into a smaller number of shares, or issue by
reclassification of its Stock (including any such reclassification in
connection with a consolidation or merger in which Company is the continuing
entity) any securities of its capital ownership that would in any way reduce
the percentage ownership interest of the Pledged Securities in Company or
otherwise dilute in any way such ownership interest.


7.             Remedies.  If Pledgor defaults on any of the Notes or
any of the Secured Indebtedness, or if Pledgor breaches any representation,
warranty or covenant, or defaults upon any obligations, hereunder and such
breach or default is not cured after forty-five (45) days following the
delivery of written notice of such breach or default to Pledgor (each an “Event of Default”), then upon written notice to Pledgor that
Pledgees intend to exercise rights and/or remedies under this Agreement and/or
any other Loan Document, Pledgees shall be entitled to exercise all of the
rights, powers and remedies vested in them by this Agreement or the Notes and
all rights, powers and remedies now or hereafter existing at law or in equity
or by statute or otherwise for the protection and enforcement of their rights
with respect to the Pledged Securities, and Pledgees shall be entitled, without
limitation:


(a)           to transfer all or any part of the
Pledged Securities into Pledgees’ names or the names of their nominees and to
cause new certificates or instruments to be issued in the names of such
transferees;


(b)           to vote all or any part of the
Pledged Securities, whether or not transferred into the name of Pledgees or
nominees, and to give all consents, waivers and ratifications with respect to
the Pledged Securities and otherwise act with respect thereto as though it were
the outright owner thereof, Pledgor hereby irrevocably constituting and
appointing Pledgees the proxy and attorney-in-fact of Pledgor, with full power
of substitution, to do so; and


(c)           at any time or from time to time to
sell, assign and deliver, or grant options to purchase, all or any part of the
Pledged Securities, or any interest therein, at any public or private sale,
without demand or performance, advertisement or notice of intention to sell or
of the time or place of sale or adjournment thereof or otherwise, other than
written notice to Pledgor of same, for cash, on credit or for other property,
for immediate or future delivery without any assumption of credit risk, for
such reasonable price or prices and on such terms as Pledgees in their absolute
discretion may determine.  Pledgor hereby
waives demand, advertisement and notice, other than to Pledgor, of Pledgees
intention to sell and the time and place of the sale.


At
any sale, unless prohibited by applicable law, Pledgees may bid for and
purchase all or any part of the Pledged Securities so sold free from any right
or equity of redemption.  Any public sale
shall be held at such time or times within the ordinary business hours and at
such place or places as Pledgees may affix in the notice of such sale.  At any sale, public or private, pursuant to
the provisions of this subsection or subsection 7(d), the Pledged Securities
may be sold in one lot as an entirety or in separate lots, as Pledgees may
determine.  Pledgees shall not be
obligated to make any sale pursuant to any such notice.  Pledgees may without notice or 



 3
 









publication adjourn any
public or private sale or cause the same to be adjourned from time to time by
announcement at any time and place fixed for the sale and such sale may be made
at any time or place to which the same may be so adjourned.  Pledgees are authorized at any public sale,
if Pledgees deem it advisable to do so, to restrict the prospective bidders or
purchasers to persons who will represent and agree that they are purchasing the
Pledged Securities for their own account for investment and not with a view to
the distribution or resale of any of the Pledged Securities.


(d)
          to have and exercise all the
rights of a secured party after default under the Uniform Commercial Code of
Texas and in conjunction with, in addition to or in substitution for those
rights and remedies and the rights and remedies provided for herein:


(i)            written notice
mailed to Pledgor as provided herein five (5) days prior to the date of public
sale of the Pledged Securities or prior to the date after which private sale of
the Pledged Securities will be made shall constitute reasonable notice; and


(ii)           it shall not be
necessary that the Pledged Securities or any part thereof be present at the
location of such sale; and


(iii)          prior to the
application of proceeds of the disposition of the Pledged Securities to the
Secured Indebtedness, such proceeds shall be applied to the reasonable expenses
of retaking, holding, preparing for sale, selling, and the like, and the
attorneys’ fees and legal expenses incurred by Pledgees; and


(iv)          the sale by Pledgees
of less than the whole of the Pledged Securities shall not exhaust the rights
of Pledgees hereunder and Pledgees are specifically empowered to make
successive sales hereunder until the whole of the Pledged Securities shall be
sold, and if the proceeds of such sale of less than the whole of the Pledged
Securities shall be less than the aggregate of the Secured Indebtedness, this
Agreement and the security interest created hereby shall remain in full force
and effect as to the unsold portion of the Pledged Securities just as though no
sale had been made; and


(v)           the holder of the
Secured Indebtedness or any part thereof on which payment or performance is
delinquent shall have the option to proceed with foreclosure in satisfaction of
such delinquent payment or performance either through judicial proceedings or
by proceeding as if under a full foreclosure, conducting the sale as herein
provided without declaring the entire Secured Indebtedness due, and if sale is
made because of a default upon an installment or other performance due under
the Secured Indebtedness, such sale may be made subject to the unmatured part
of the Secured Indebtedness; and it is agreed that such sale, if so made, shall
not in any manner effect the unmatured part of the Secured Indebtedness, but as
to such unmatured part this Agreement shall remain in full force and effect as
though no sale had been made under the provisions of this subparagraph.  Several sales may be made hereunder without
exhausting the right of sale for any unmatured part of the Secured
Indebtedness; and


(vi)          in the event any
sale hereunder is not completed or is defective in the opinion of Pledgees,
such sale shall not exhaust the rights of Pledgees hereunder and Pledgees shall
have the right to cause a subsequent sale or sales to be made hereunder; and


(vii)         any and all
statements of fact or other recitals made in any bill of sale or assignment or
other instrument evidencing any foreclosure sale hereunder as to 



 4
 









nonpayment
of the Secured Indebtedness or as to the occurrence of any default, or as to
Pledgees having declared all of such indebtedness to be due and payable, or as
to notice of time, place and terms of sale and the properties to be sold having
been duly given, or as to any other act or thing having been duly done by
Pledgees, shall be taken as prima facie evidence of the truth of the facts so
stated and recited; and


(viii)        Pledgees may appoint
or delegate any one or more persons as agent to perform any act or acts
necessary or incident to any sale held by Pledgees including the sending of
notices and the conduct of sale.


(e)           to resort to any security given by
this Agreement or to any other security now existing or hereafter given to
secure the payment of the Secured Indebtedness in whole or in part and in such
portions and in such order as may seem best to Pledgees in their sole and
uncontrolled discretion, and any such action shall not be considered as a
waiver of any of the rights, benefits or security interests evidenced by this
Agreement.


To the full extent Pledgor may do so, Pledgor agrees
that Pledgor will not at any time insist upon, plead, claim or take the benefit
or advantage of any law now or hereafter in force providing for any
appraisement, valuation, stay, extension or redemption with respect to the
Pledged Securities and Pledgor for Pledgor and Pledgor’s heirs, devisees,
personal representatives, receivers, trustees, successors and assigns and for
any and all persons ever claiming any interest in the Pledged Securities, to
the extent permitted by law, hereby waives and releases all rights of
redemption, valuation, appraisement, stay of execution, notice of intention to
mature or declare due the whole of the Secured Indebtedness, notice of election
to mature or declare due the whole of the Secured Indebtedness and all rights
to a marshalling of the assets of Pledgor, including the Pledged Securities  or proceeds thereof, or to a sale in inverse
order of alienation in the event of foreclosure of the security interest hereby
created.


8.             Application of Proceeds by Pledgees.  All
proceeds collected upon any sale of the Pledged Securities or part thereof
hereunder, together with all other cash received by Pledgees hereunder, shall
be applied as follows:


(a)           First:       to the payment of all reasonable costs and expenses of
retaking, holding, preparing for sale, selling and the like and to reasonable
attorneys’ fees and legal expenses incurred by Pledgees;


(b)           Second:  to the satisfaction of any indebtedness
secured by this Agreement, including, without limitation, the Secured
Indebtedness, Pledgor to remain liable for any deficiency;


(c)           Third:  to the satisfaction of indebtedness secured
by any subordinate security interest in the Pledged Securities so sold, if
written notification of demand therefor is received before distribution of the
proceeds is completed and if the holder of such subordinate security interest
has seasonably furnished reasonable proof of his interest; and


(d)           Fourth:  the balance, if any, to Pledgor.


9.             Pledgor’s Obligations Absolute.  The
obligations of Pledgor under this Agreement shall be absolute and unconditional
and shall remain in full force and effect without regard to, and shall not be
released, suspended, discharged, terminated or otherwise affected by, any
circumstance or occurrence whatsoever, including, without limitation:  (a) any renewal, extension, amendment or
modification of or addition or supplement to or deletion from the applicable
provisions of any of the Notes, any other Loan Documents or with respect to any
of the Secured Indebtedness, or any assignment or transfer of any 



 5
 









interest
therein; (b) any waiver, consent, extension, indulgence or other action or
inaction under or with respect to any Secured Indebtedness to Pledgees or any
exercise or non-exercise of any right, remedy, power or privilege under or with
respect thereto or with respect to this Agreement or any other Loan Document;
(c) any furnishing of additional security to Pledgees or any release of
security or guaranty by Pledgees; (d) any bankruptcy, insolvency,
reorganization, composition, adjustment, dissolution, liquidation or other like
proceeding relating to Pledgor, or any action taken with respect to this
Agreement by any trustee or receiver, or by any court, in any such proceeding;
(e) release of any party liable either directly or indirectly for the Secured
Indebtedness or any part thereof or for any covenant herein or in any other
Loan Document; or (f) any other circumstances that might otherwise constitute a
defense available to, or a discharge of, Pledgor with respect to the
performance of its obligations under this Agreement.  Without notice to or consent of Pledgor, and
without impairment of the lien and security interest and other rights created
by this Agreement, Pledgees may accept from Pledgor, or from any other person
or persons, additional security for the Secured Indebtedness to Pledgees.


10.          Non-Public Sale.  If at
any time when Pledgees shall elect to exercise their right to sell all or any
of the Pledged Securities pursuant to Section 7 of this Agreement, the Pledged
Securities, or the part thereof to be sold, Pledgees may, in their sole and
absolute discretion, sell the Pledged Securities or part thereof by private
sale in such manner and under such circumstances as Pledgees may deem necessary
or advisable in order that such sale may be effected legally without applicable
registration.  Without limiting the
generality of the foregoing, Pledgees, in their sole and absolute discretion
(a) may proceed to make the private sale notwithstanding that a registration
statement for the purpose of registering the Pledged Securities shall have been
filed under the Securities Acts, (b) may approach and negotiate with as few as
one possible purchaser to effect the sale and (c) may restrict the sale to a
purchaser who will represent and agree that such purchaser is purchasing for
its own account, for investment, and not with a view to the distribution or
sale of the Pledged Securities and who will satisfy other conditions that at
the time are or may be required for a lawful non-public sale or are reasonably
requested by Pledgees. Any sale complying with the foregoing shall be deemed to
have been conducted in a commercially reasonable manner, but the foregoing
shall not be considered minimum requirements for a commercially reasonable
sale.  In the event of any non-public
sale, Pledgees shall incur no responsibility or liability for selling all or
any part of the Pledged Securities at a price that Pledgees may in good faith
deem reasonable under the circumstances, notwithstanding the possibility that a
substantially higher price might be realized if the sale were deferred until
after registration as aforesaid.


11.          Costs and Expenses. 
Pledgor will upon demand pay to Pledgees the amount of any and all
reasonable expenses incurred by Pledgees in administering this Agreement,
including, without limitation, the reasonable fees and expenses of Pledgees’
counsel and of any experts, agents, investment advisors and securities brokers,
dealers or underwriters that Pledgees may incur in connection with (a) the
exercise or enforcement of any of the rights of Pledgees, including sale of,
collection from or other realization upon the Pledged Securities (b) the
failure by Pledgor to perform or observe any of the provisions hereof or (c)
the successful defense of any counterclaim, cross-claim or other cause of
action asserted by Pledgor in connection with this Agreement.


12.          Remedies Cumulative.  Each
right, power and remedy of Pledgees provided for in this Agreement, any Note,
and any of the other Loan Documents, now or hereafter existing at law, in
equity and by statute or otherwise, shall be cumulative and concurrent and
shall be in addition to every other such right, power and remedy.  The exercise or beginning of the exercise by
Pledgees of any one or more of such rights, powers or remedies shall not
preclude the simultaneous or later exercise of all such other rights, powers or
remedies.  No failure or delay on the
part of Pledgees to exercise any right, power or remedy shall operate as a
waiver thereof.


13.          Reasonable Care. 
Pledgees shall be deemed to have exercised reasonable care in the
custody and preservation of the Pledged Securities in their possession if the
Pledged Securities are 



 6
 









accorded
treatment substantially equal to that which Pledgees accords their own
property, it being understood that Pledgees shall not have responsibility for
taking any necessary steps to preserve rights against any parties with respect
to the Pledged Securities.  Pledgees
shall not be responsible in any way for any depreciation in the value of the
Pledged Securities.


14.          Further Assurances. 
Pledgor, at its sole cost and expense, will duly execute, acknowledge
and deliver all instruments and take all action as Pledgees from time to time
may request in order further to effectuate the intent and purposes of this
Agreement.


15.          Termination.  Upon
receipt by Pledgees of payment in full of all Secured Indebtedness, this
Agreement shall terminate, and Pledgees, at the request and expense of Pledgor,
will execute and deliver to Pledgor a proper instrument or instruments
acknowledging the satisfaction and termination of this Agreement, and will duly
assign, transfer and deliver to Pledgor the Pledged Securities or portion
thereof then in their possession that has not theretofore been sold or
otherwise applied or released pursuant to this Agreement.


16.          Notices.  All notices and other
communications under this Agreement shall be in writing and either (a)
delivered against a receipt therefor; (b) mailed by registered or certified
mail, return receipt requested, postage prepaid, or (c) sent by telegram or
telecopy, in each case addressed as follows:


	
  

  	
  (a)

  	
  if to Pledgor, to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Tradestar
  Services, Inc.

  	
   

  
	
   

  	
  1297181 Alberta,
  Ltd.

  	
   

  
	
   

  	
  Three Riverway,
  Suite 1500

  	
   

  
	
   

  	
  Houston, Texas
  77056

  	
   

  
	
   

  	
  Attention: Chief
  Executive Officer

  	
   

  
	
   

  	
  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.

  	
   

  
	
   

  	
  Telephone: (713)
  547-2007

  	
   

  
	
   

  	
  Facsimile: (713)
  236-5540

  	
   

  





or at such other address as Pledgor may have furnished to Pledgees in writing.


	
  

  	
  (b)

  	
  if to Pledgees, to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  383210 Alberta
  Ltd.

  	
   

  
	
   

  	
  #2 Fieldstone
  Way

  	
   

  
	
   

  	
  Sylvan Lake,
  Alberta T4S 2L3

  	
   

  
	
   

  	
  Attn.: Barry
  Ahearn, President

  	
   

  
	
   

  	
  Telephone: (403)
  318-2852

  	
   

  
	
   

  	
  Facsimile: (403)
  263-3374

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Dave Hunter
  Resources Inc.

  	
   

  



 



 7
 









 


	
  

  	
  53360 Range Road
  220

  	
   

  
	
   

  	
  Ardrossan,
  Alberta T8E 2BS

  	
   

  
	
   

  	
  Attn.: Dave
  Hunter, President

  	
   

  
	
   

  	
  Telephone: (403)
  860-4331

  	
   

  
	
   

  	
  Facsimile: (780)
  922-0176

  	
   

  
	
   

  	
   

  	
   

  
	
   

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

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Douglas
  Dunscombe, Esq.

  	
   

  
	
   

  	
  Suite 900

  	
   

  
	
   

  	
  800 6th Avenue
  S.W.

  	
   

  
	
   

  	
  Alberta, Canada
  T2P 3G3

  	
   

  
	
   

  	
  Telephone: (403)
  262-7221

  	
   

  
	
   

  	
  Facsimile: (403)
  269-8246

  	
   

  





or at such other address as each Pledgees may have furnished to Pledgor in
writing.


Any
requirement of the Uniform Commercial Code of reasonable notice shall be met if
such notice is mailed as provided in this Section 16 at least five (5) business
days before the time of the sale, disposition or other event or provision
hereof giving rise to the requirement for notice.


17.          Provisions Subject to Applicable Law.  All rights, powers and remedies provided
herein may be exercised only to the extent that the exercise thereof does not
violate any applicable provisions of law and are intended to be limited to the
extent necessary so that they will not render this Agreement invalid,
unenforceable or not entitled to be recorded, registered or filed under any
applicable law.  If any term of this
Agreement shall be held to be invalid, illegal or unenforceable, the remainder
of this Agreement and the validity of the other terms of this Agreement shall
be in no way be affected thereby.  THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS AND IS
PERFORMABLE IN HARRIS COUNTY, TEXAS.


18.          Miscellaneous.  This
Agreement shall be binding upon Pledgor and its successors and assigns and
shall inure to the benefit of and be enforceable by Pledgees and their
successors and assigns.  Neither this
Agreement nor any provision hereof may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought.  The headings in this Agreement
are for purposes of reference only and shall not limit or define the meaning
hereof.  This Agreement may be executed
in any number of counterparts, each of which shall be deemed an original, but
all of which shall constitute one and the same instrument.  A carbon, photographic or other reproduction
of this Agreement or of any financing statement relating to this Agreement
shall be sufficient as a financing statement. 
If any part of the Secured Indebtedness cannot be lawfully secured by
this Agreement, or if any part of the Pledged Securities cannot be lawfully
subject to the security interest hereof to the full extent of such Secured
Indebtedness, then all payments made shall be applied on the Secured
Indebtedness first in discharge of that portion thereof which is not secured by
this Agreement.  For the purposes of the
Texas Uniform Commercial Code and other applicable law, Pledgor shall be the “Debtor” and Pledgees shall be the “Secured Parties”.


19.          Benefits.  Pledgor does hereby acknowledge
that it has investigated fully the benefits and advantages that it will receive
from the execution of this Agreement and Pledgor does hereby acknowledge,
warrant and represent that its officers have found that a direct or indirect
benefit will accrue to Pledgor by reason of its execution of this Agreement in
favor of Pledgees.  Pledgor further
acknowledges that but for Pledgor’s agreement to execute this Agreement and the
Notes executed by the Pledgor, Pledgees would not have accepted the Notes as
payment for the Stock.



 8
 









20.          Representation of Parties.  Each
of the parties signing below represents and warrants to the other that such
party has the power and authority to execute this Agreement.


[THE NEXT PAGE IS THE SIGNATURE
PAGE]


 



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IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and
delivered as of date first written above.


	
  

  	
   

  	
  PLEDGOR:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TRADESTAR SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ D. Hughes Watler Jr.

  	
   

  
	
   

  	
   

  	
  D. Hughes Watler, Jr.

  	
   

  
	
   

  	
   

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PLEDGEES:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  383210 ALBERTA LTD.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barry Ahearn

  	
   

  
	
   

  	
   

  	
  Barry Ahearn

  	
   

  
	
   

  	
   

  	
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DAVE HUNTER RESOURCES INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dave Hunter

  	
   

  
	
   

  	
   

  	
  Dave Hunter

  	
   

  
	
   

  	
   

  	
  President

  	
   

  



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


(Signature Page to Amended and
Restated Pledge and Security Agreement)