Exhibit 10.7.10


THIS UNSECURED  PROMISSORY NOTE ("THE NOTE") HAS NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933 OR UNDER ANY  APPLICABLE  STATE LAW. THIS NOTE MAY NOT BE
OFFERED FOR SALE, SOLD,  TRANSFERRED OR PLEDGED WITHOUT (1)  REGISTRATION  UNDER
THE SECURITIES  ACT OF 1933 AND ANY  APPLICABLE  STATE LAW, OR (2) AN OPINION OF
COUNSEL SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED.

                            UNSECURED PROMISSORY NOTE

     $300,000.00                                               May 23, 2006

         FOR VALUE RECEIVED, Tradestar Services, Inc., a Nevada corporation
having an address of 3451 Candelaria, NE, Suite A, Albuquerque, New Mexico 87107
(the "Corporation"), hereby promises to pay to the order of Clarence Downs,
having an address of 3451 Candelaria, NE, Suite A, Albuquerque, New Mexico 87107
("Holder"), the principal sum of THREE HUNDRED THOUSAND DOLLARS ($300,000.00)
(the "Principal Amount") together with interest thereon in cash or currency of
the United States of America on the following basis: (i) the Corporation will
pay the interest earned on the Principal Amount monthly commencing July 1, 2006,
and on the first day of each succeeding month thereafter and (ii)
notwithstanding the prior clauses, the Corporation will pay the entire Principal
Amount and interest accrued thereon no later than 12 months from the issuance
date of this Note (the earlier of such date of subclause (i) and (ii) is the
"Maturity Date").

         1. Interest and Principal Payments. The unpaid principal amount of this
Note shall bear interest from the date hereof at a fixed rate per annum prior to
the date this Note is paid in full equal to the lesser of (x) the maximum rate
permitted by applicable law, or (y) 10% per annum. At the election of the
Corporation, unpaid principal and any accrued interest thereon may be paid by
the Corporation to Holder at any time prior to the Maturity Date, in whole or in
part, without penalty or premium. Interest will be computed on the outstanding
daily principal balance for the actual number of days that such amount is
outstanding hereunder based on a 365-day year.

     2. Mergers and Sales of Assets by the Corporation.  The Corporation may not
consolidate  or merge with or into any other entity  ("Person") or directly,  or
indirectly, convey, transfer, sell, lease or otherwise dispose of its properties
and assets  substantially as an entirety to any Person,  and the Corporation may
not permit any Person to  consolidate  or merge with or into the  Corporation or
convey transfer,  sell, lease or otherwise  dispose of such Person's  properties
and assets substantially as an entirety to the Corporation, unless:

          (a)  Assumption of Obligation  under this Note. The Holder of the Note
     shall consent in writing (which consent  cannot be  unreasonable  withheld)
     and the  Person  formed  by such  consolidation  or into or with  which the
     Corporation  is merged or the Person to which the  properties and assets of
     the Corporation  are so conveyed,  transferred,  sold,  leased or otherwise
     disposed of is a corporation, limited liability corporation, partnership or

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     trust organized and existing under the laws of the United States, any state
     thereof or the District of Columbia and has  expressly  assumed the due and
     punctual payment of the principal of, premium, if any, and interest on this
     Note and the performance of the other  covenants of the  Corporation  under
     this Note;

          (b) No Event of  Default.  Immediately  after  giving  effect  to such
     transaction,  no Event of Default,  as defined  below,  and no event which,
     after  notice or lapse of time or both,  would  become an Event of Default,
     shall have occurred and be continuing; and

          (c) Compliance Certificate or Opinion. The Corporation has provided to
     the Holder an officer's  certificate or an opinion of counsel  stating that
     the Corporation is in compliance with (a) and (b) above.

     3. Representations and Warranties.  The Corporation represents and warrants
to Holder that:

          (a)  Organization,  Qualification,  Standing.  The  Corporation  is  a
     corporation duly organized, validly existing and in good standing under the
     laws of the State of Nevada,  has the corporate power to own its properties
     and to carry on its  businesses as the same are now being  conducted and is
     duly qualified to do business and is in good standing in each  jurisdiction
     in which the character of the  properties  owned by it or the nature of its
     businesses makes such qualification necessary.

          (b)  Litigation.  There is no action,  suit or proceeding at law or in
     equity or by or before any  governmental  instrumentality  or agency or any
     arbitrator  now pending  or, to the  Corporation's  knowledge,  threatened,
     against, or affecting the Corporation,  or any of its properties or rights,
     which,  if  adversely  determined,  might,  either  in any  case  or in the
     aggregate result in a material adverse change, or result in any substantial
     liability  not  adequately  covered  by  insurance,  or for which  adequate
     reserves are not maintained on the Corporation's balance sheet.

          (c) Due Authorization and Compliance with Other Instruments. This Note
     has been duly and validly authorized by all requisite corporate  proceeding
     and constitutes a valid and legally  binding  obligation of the Corporation
     enforceable  against the Corporation in accordance with its terms except as
     enforceability  is  limited  by  bankruptcy,  insolvency,   reorganization,
     moratorium,   or  other  laws  relating  to  or  affecting   generally  the
     enforcement of creditors' rights and except to the extent that availability
     of equitable  remedies are subject to the discretion of courts before which
     any proceeding therefor may be brought.

          (d) Tax Returns and Payments.  The  Corporation has filed all required
     information  and tax  returns  and  reports  and has  paid,  or  adequately
     provided for the payment of, all taxes,  assessments and other governmental
     charges  that are  material  in amount  imposed  upon it or upon any of its
     assets,  income  or  franchises,  other  than any such  charges  which  are
     currently payable without penalty or interest.

     4. Holder Representations.

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          (a)  Investment  Purposes.  The  Holder  is  acquiring  the  Note  for
     investment  purposes and not with a view to the resale or  distribution  of
     all or any part thereof. The Holder acknowledges that the Note has not 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.

          (b)  Accredited  Investor.  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 his or her  investment  in the Note and
     has the financial ability to assume the monetary risk associated therewith;
     (ii) is able to bear  the  complete  loss of his or her  investment  in the
     Note;   (iii)  has  received  such  documents  and  information   from  the
     Corporation  as such Holder has requested,  has had the  opportunity to ask
     questions of and receive answers from the Corporation  concerning the terms
     and  conditions  of the  offering  and has had the  opportunity  to  obtain
     additional information; (iv) is an "accredited investor" as defined in Rule
     501(a) of Regulation D promulgated under the Securities Act; and (v) is not
     relying upon any  statements  or  instruments  made or issued by any person
     other than the Corporation in making a decision to invest in the Note.

     5. Events of Default.  The following will be "Events of Default" under this
Note:

          (a) failure to pay the  principal  amount of this Note when and as the
     same shall become due and payable, either at maturity or by acceleration or
     otherwise and such failure shall continue  uncured for a period of ten (10)
     days after written notice from the Holder of such failure;

          (b)  failure to pay any  interest  on this Note when due when the same
     becomes due and  payable  and such  failure  shall  continue  uncured for a
     period  of ten (10)  days  after  written  notice  from the  Holder of such
     failure;

          (c) failure to perform any other  covenant of the  Corporation in this
     Note, continuing for a period of thirty (30) days after written notice from
     the Holder of such failure;

          (d)  default  shall be made if a material  breach  shall  exist in any
     representation or warranty herein  contained,  and such default or material
     breach shall have  continued for a period of 30 days after  written  notice
     thereof to the Corporation from the Holder; provided,  however, that if any
     such  default or material  breach  shall be such that it cannot be cured or
     corrected within such 30-day period, such period shall be extended for such
     additional  period of time (not  exceeding 30 additional  days) as shall be
     necessary  to effect such cure or  correction  if  curative  or  corrective
     action is instituted  within said 30-day period and  thereafter  diligently
     pursued;

          (e) final unsatisfied  judgments not covered by insurance  aggregating
     in excess of $250,000,  at any one time rendered against the Corporation or
     any of its  subsidiaries  and not stayed,  bonded or  discharged  within 30
     days, or

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          (f) if the  Corporation (i) applies for or consents to the appointment
     of, or if there shall be a taking of possession by, a receiver,  custodian,
     trustee or liquidator for the  Corporation or any of its  properties;  (ii)
     becomes generally unable to pay its debts as they become due; (iii) makes a
     general  assignment for the benefit of creditors or becomes  insolvent;  or
     (iv) files any petition for relief under the United States  Bankruptcy Code
     or any similar  federal or state statute,  or is served with a petition for
     relief under any such statute and such petition is not dismissed  within 60
     days of filing.

     At any time after a declaration of acceleration  has been made but before a
     judgment  or  decree  based on  acceleration,  the  holder  of the Note may
     rescind and annul such acceleration,  if all Events of Default,  other than
     the  nonpayment of accelerated  principal and interest,  have been cured or
     waived as provided in this Note.

     6. Notices. Any notice, demand or other communication required or permitted
to be given to the Corporation or the Holder shall be in writing and shall be:

          (a) Hand  Delivery.  Personally  delivered to the  Corporation  or the
     Holder or any director or officer of the Corporation or the Holder;

          (b) Delivery by Mail.  Except  during a period of strike,  lock-out or
     other postal  disruption,  sent by registered mail,  postage prepaid to the
     address  of the  Corporation  or the  Holder as set forth on the first page
     hereof; or

          (c)  Telecopier.  Sent by  telegraph,  telecopier  or telex or similar
     communication  tested prior to sending and confirmed by prepaid  registered
     or certified  mail to the address of the  Corporation  or the Holder as set
     forth on the first page hereof; and, in each case described above, shall be
     deemed  to have  been  received  by the  Corporation  or the  Holder on the
     earliest of: the date of delivery under  subsection (a); the actual date of
     receipt where mailed under  subsection  (b); and the day following the date
     of  communication  under subsection (c) unless delivered by certified mail,
     in which case the actual date of receipt shall apply.  The  Corporation  or
     the Holder may give  written  notice to the other of a change of address to
     some other address,  in which event any  communication  shall thereafter be
     given to the  Corporation or the Holder as  hereinbefore  provided,  at the
     last  such  changed   address  of  which  the  Corporation  or  the  Holder
     communicating has received written notice.

     7. Attorneys' Fees. Should the indebtedness represented by this Note or any
part thereof be collected at law or in equity, or in bankruptcy, receivership or
any other court proceedings (whether at the trial or appellate level), or should
this Note be placed in the hands of attorneys for collection upon the occurrence
of an Event of  Default,  the  Corporation  agrees to pay,  in  addition  to the
principal  and  interest  due and  payable  hereon,  all  costs  of  collection,
including reasonable attorneys' fees.

     8.  Non-Transferable  Note. This Note is not transferable in any manner, in
whole or in part,  without the prior written consent of the Corporation,  except
by operation of law.

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     9. Waiver. Prior to the transfer of this Note, the Corporation may deem and
treat the Holder hereof as the absolute  owner hereof  (whether or not this Note
shall be overdue) for the purpose of  receiving  payment of or on account of the
principal  hereof  and  interest  hereon,  and for all other  purposes,  and the
Corporation shall not be affected by any Notice to the contrary.

Except as expressly provided for herein, the Corporation hereby waives
presentment, demand, Notice of demand, Notice of intent to accelerate, notice of
acceleration, protest, notice of protest and Notice of dishonor and any other
Notice required to be given by law in connection with the delivery, acceptance,
performance, default or enforcement.

     10. Savings Clause.  In the event for any reason,  any payment by or act of
the  Corporation  or the Holder shall result in payment of interest  which would
exceed the limit authorized by or be in violation of the law of the jurisdiction
applicable to this Note,  then ipso facto the  obligation of the  Corporation to
pay  interest or perform such act or  requirement  shall be reduced to the limit
authorized  under  such  law,  so that in no  event  shall  the  Corporation  be
obligated  to pay any  such  interest,  perform  any such act or be bound by any
requirement which would result in the payment of interest in excess of the limit
so  authorized.  In the event any  payment  by or act of the  Corporation  shall
result  in the  extraction  of a rate of  interest  in  excess of a sum which is
lawfully collectible as interest, then such amount (to the extent of such excess
not returned to the  Corporation)  shall,  without  further  agreement or notice
between or by the Corporation or the Holder, be deemed applied to the payment of
principal,  if any,  hereunder  immediately upon receipt of such excess funds by
the  Holder,  with the same  force  and  effect as though  the  Corporation  had
specifically  designated  such sums to be so applied to principal and the Holder
had agreed to accept such sums as an  interest-free  prepayment of this Note. If
any part of such  excess  remains  after  the  principal  has been paid in full,
whether by the  provisions  of the  preceding  sentences  of this  Section 12 or
otherwise,  such excess  shall be deemed to be an  interest-  free loan from the
Corporation to the Holder,  which loan shall be payable  immediately upon demand
by the Corporation.  The provisions of this Section 12 shall control every other
provision of this Note.

     11. Recourse.  No recourse shall be had for the payment of the principal of
or the  interest  on this Note,  against any agent,  incorporator,  stockholder,
officer or director,  as such, past, present or future, of the Corporation,  all
such liability being, by the acceptance  hereof and as part of the consideration
for the issue  hereof,  expressly  waived and released.  The preceding  sentence
shall not be deemed to apply to any person's liability arising out of or related
to any conversion of the Corporation's assets or properties, breach of fiduciary
duty owed to the  Corporation  or fraud  perpetrated  on the  Corporation or its
stockholders.

     12. Governing Law. This Note and the rights, remedies,  powers,  covenants,
duties and obligations of the parties  hereunder will be construed in accordance
with and governed by the laws of the state of Texas.

     13.  Severability.  If any  provision  of this Note is or becomes  invalid,
illegal or unenforceable in any respect, that fact will not affect the validity,
legality  or  enforceability  of the  remaining  provisions  of this Note or any
valid, legal or enforceable parts of the impugned provision.

     14.  Binding on  Successors.  This Note will inure to the benefit of and be
binding  upon  the  Corporation  and the  Holder  and  their  respective  heirs,
executors, administrators, successors and permitted assigns.

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     15. Amendment and Waiver. This Note may not be amended, waived,  discharged
or  terminated  except  by  a  document  executed  by  the  party  against  whom
enforcement of the amendment, waiver, discharge or termination is sought.

     16. Entire Agreement.  This Note, and the documents referred to herein, set
out the entire agreement and understanding of the Corporation and the Holder and
supersedes all prior agreements,  undertakings and understandings,  whether oral
or written, relative thereto.

     17.  Assumption  and Novation.  This Note is an assumption  and novation of
that certain  Secured  Promissory  Note dated as of July 28, 2005,  by Tradestar
Construction  Services,  Inc.,  a New Mexico  corporation,  in favor of Clarence
Downs,  in the  original  principal  amount of THREE  HUNDRED  THOUSAND  DOLLARS
($300,000.00).

     IN WITNESS  WHEREOF,  Tradestar  Services,  Inc. has caused this Note to be
signed by its duly authorized officer on the date first above written.


                                               Tradestar Services, Inc.,
                                               a Nevada corporation


                                               By:   /s/ Frederick A. Huttner
                                                     ------------------------
                                               Name: Frederick A. Huttner
                                               Title: Chief Financial Officer

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