Exhibit 10.2

                          PLEDGE AND SECURITY AGREEMENT
                          -----------------------------


     This PLEDGE AND  SECURITY  AGREEMENT  (this  "Agreement")  is entered  into
effective  as of this 23rd day of May,  2006,  by  Tradestar  Services,  Inc., a
Nevada  corporation  ("Pledgor"),  in favor of Larry M.  Wright and  Franklin M.
Cantrell, Jr. and/or their successors or assigns (collectively, the "Pledgees").

                                    RECITALS

          A.   Simultaneously with the execution of this Agreement,  Pledgor has
               executed  and  delivered to the Payees the  following  promissory
               notes (collectively the "Notes"):

               1.   Promissory  Note,  dated of even date herewith,  executed by
                    the  Pledgor  and payable to the order of Larry M. Wright in
                    the original principally amount of $1,500,000.00.

               2    Promissory  Note,  dated of even date herewith,  executed by
                    the  Pledgor  and  payable  to  the  order  of  Franklin  M.
                    Cantrell,   Jr.  in  the   original   principal   amount  of
                    $1,575,000.00.

          B.   As part of the consideration of the Pledgees  accepting the Notes
               (as  opposed to cash or other  consideration)  Pledgor  agreed to
               pledge  and  deliver  to  Pledgees   100  %  of  the  issued  and
               outstanding  membership  interests in Tradestar  Acquisition Sub,
               L.L.C., a Nevada limited  liability  company (the "Company"),  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
under this  Agreement,  the  Agreement  and Plan of  Merger,  dated of even date
herewith,  by and among Pledgor,  the Company,  The Cymri  Corporation,  a Texas
corporation  ("CYMRI"),  the  Pledgees,  Robert G. Wonish and Michael W. Hopkins
(the "Merger  Agreement'),  and the  Assumption and  Indemnification  Agreement,
dated of even date herewith, by among the Pledgor,  CYMRI,  Pledgees,  Robert W.
Wonish, Petroleum Engineers, Inc. and Triumph Energy, Inc. (the "Indemnification
Agreement" and together with this Agreement, the Notes and the Merger Agreement,
the "Loan  Documents" and the  obligations  and liabilities of Pledgor under the
Loan   Documents   are   collectively   referred  to  herein  as  the   "Secured
Indebtedness"), the parties hereto agree as follows:

     1. Pledge of  Membership  Interests.  Pledgor  hereby  grants to Pledgees a
security interest in, and pledges to Pledgees,  100% of the membership interests
of the Company (the  "Membership  Interests") and hereby assigns,  transfers and
sets over to Pledgees all of Pledgor's  right,  title and interest in and to the
Membership  Interests,  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 Membership Interests, If Pledgor shall, at any time
or from time to time after the date hereof,  acquire,  by purchase,  dividend or
otherwise,  any additional membership interests of whatever class or description
of the Company,  or any other  securities or other  instruments  convertible  or
exchangeable  for any such  additional  membership  interests  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
Membership Interests"),  Pledgor shall be deemed to have pledged to Pledgees the
Additional  Membership  Interests  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  Membership
Interests and such certificates, instruments, documents and contracts evidencing


<PAGE>

the same as security for the Secured Indebtedness. The Membership Interests, the
Additional Membership Interests and any membership interests or other securities
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.  If at any time  any of the  Pledged  Securities  are  evidenced  by
certificates,  Pledgor will deliver to the Pledgees'  Representative (as defined
herein) such certificates, together with stock powers duly executed by Pledgor.

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

          (a) the Membership  Interests are validly issued and  outstanding  and
     are fully paid and  nonassessable  and  constitute  all of the  outstanding
     ownership  and  membership  interests  of the  Company,  and  there  are no
     outstanding  rights in  Pledgor  or any other  person  or  organization  to
     acquire any additional,  ownership and membership 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
     membership interests;

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

          (c) Pledgor has good and marketable title to the Membership Interests,
     and will have good and  marketable  title to all other  Pledged  Membership
     Interests 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
     Membership Interests 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
     Membership  Interests  and to assure  the  transferability  of the  Pledged
     Membership Interests 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.

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     4.  Restrictions  on  Disposition  of the Pledged  Membership  Interests by
Pledgor.  Pledgor will not,  directly or  indirectly,  sell,  assign,  transfer,
mortgage,  pledge,  hypothecate or otherwise  dispose of the Pledged  Membership
Interests  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
membership interests,  subdivide its outstanding  membership interests,  combine
its outstanding membership interests into a smaller number of units, or issue by
reclassification   of   its   membership    interests    (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,  as the case may be, 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 thirty (30) days  following the delivery of
written  notice  of such  breach  or  default  to  Pledgor  (each an  "Event  of
Default"),  then upon 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,  the Notes and all other Loan Documents 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 the  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 its
     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.

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          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  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

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<PAGE>

          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   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:

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          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;

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

          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

          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  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,  the  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. Registration  Rights. If Pledgees shall determine to exercise the right
to sell all or any of the  Pledged  Securities  pursuant  to  Section  7 of this
Agreement,  Pledgor  agrees  that,  upon  request of  Pledgees'  Representative,
Pledgor will, to the extent within Pledgor's control, do or cause to be done all
commercially  reasonable  acts and things as may be  necessary to make a sale of
the Pledged  Securities  or any part thereof valid and binding and in compliance
with applicable federal and state law, including,  without limitation,  all acts
that may be necessary to bring such sale within an exemption  under  federal and
state securities laws (collectively, the "Securities Acts").

     11.  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, shall
not be effectively  registered under the Securities Acts, 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

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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.

     12. 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.

     13. 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.

     14. 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 is 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.

     15. 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.

     16. 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 its or the Pledgees'  Representative's  possession that
has not theretofore been sold or otherwise  applied or released pursuant to this
Agreement.

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     17.  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.
                           3451 Candelaria NE
                           Albuquerque, New Mexico 87107
                           Attn:  Frederick A. Huttner, Chief Executive Officer
                           Facsimile:  (505) 872-3303

                           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

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

                  (b) if to Pledgees, to:

                           Larry M. Wright
                           911 Creek Wood Way
                           Houston, Texas 77024
                           Facsimile:   (713) 464-8048

                           Franklin M. Cantrell, Jr.
                           5555 Del Monte Drive
                           Suite 2305
                           Houston, Texas 77056-4121


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

                           Hirsch & Westheimer, P.C.
                           700 Louisiana, 25th Floor
                           Houston, Texas 77002
                           Attention: Bradley E. Rauch, Esq.
                           Facsimile:  (713) 223-9319

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 17 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.

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     18. 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.

     19.  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".

     20.  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 managers 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 to be executed by Pledgor,  Pledgees would not have made the loans
evidenced by the Notes or accepted the Notes.

     21.  Multiple  Counterparts.  This  Agreement  may be  executed in multiple
counterparts,  each of which shall be deemed an  original,  and  together  which
shall constitute one and the same instrument.

     22. 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.

     23. Pledgees' Representative. The "Pledgees' Representative" means Hirsch &
Westheimer,  P.C.  and its  address  is located at 700  Louisiana,  25th  Floor,
Houston, Texas 77002. .



                      [THE NEXT PAGE IS THE SIGNATURE PAGE]


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<PAGE>




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

                                   PLEDGOR:

                                   TRADESTAR SERVICES, INC.



                                   By: /s/ Clarence J. Downs
                                      ------------------------------------------
                                           Clarence J. Downs
                                           Chairman and Chief Executive Officer



                                   PLEDGEES:




                                   /s/ Larry M. Wright
                                   ---------------------------------------------
                                       LARRY M. WRIGHT




                                   /s/ Franklin M. Cantrell, Jr.
                                   ---------------------------------------------
                                       FRANKLIN M. CANTRELL, JR.


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