Exhibit 10.13

                               FIRST AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT



     THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT  AGREEMENT (this "First
Amendment")  is  entered  into  as of May  22,  2006  by  and  among  THE  CYMRI
CORPORATION,  a Texas corporation  ("CYMRI"),  TRIUMPH ENERGY, INC., a Louisiana
corporation  ("TEI") and  PETROLEUM  ENGINEERS,  INC.,  a Louisiana  corporation
("PEI")   (each  an  "Existing   Borrower"  and   collectively,   the  "Existing
Borrowers"),  STERLING  BANK,  a Texas  state  chartered  bank  ("Lender"),  and
TRADESTAR ACQUISITION SUB, L.L.C., a Nevada limited liability company ("Buyer").
Capitalized  terms used but not defined in this First Amendment have the meaning
given them in the Credit Agreement (defined below).

                                    RECITALS

     A. Existing Borrowers, PETROLEUM ENGINEERS INTERNATIONAL, INC., a Louisiana
corporation  ("PEII") and Lender entered into that certain  Amended and Restated
Credit  Agreement  dated  as of  December  3,  2004  (as  amended,  restated  or
supplemented, the "Credit Agreement").

     B. Effective as of May 19, 2006, PEII was merged with and into PEI with PEI
being the surviving corporation of the merger.

     C. Under the terms of that certain Agreement and Plan of Merger dated as of
May 23, 2006 (the "Merger Agreement") by and among Tradestar  Services,  Inc., a
Nevada corporation ("Tradestar"), Buyer, CYMRI, and Larry M. Wright, Franklin M.
Cantrell, Jr., Robert G. Wonish, and Michael W. Hopkins,  Tradestar will acquire
from CYMRI all the outstanding capital stock of PEI (the "Stock Sale") and CYMRI
will  merge with and into Buyer (the  "Merger"),  and  following  the Merger the
separate  corporate  existence of CYMRI shall cease, Buyer shall continue as the
surviving   corporation  (the  "Surviving   Corporation"  or  "New  CYMRI")  and
immediately after the Effective Time (defined below), the Surviving  Corporation
shall change its name to "CYMRI, L.L.C."

     D. The time that the Merger  becomes  effective  pursuant to Section 2.2 of
the Merger  Agreement is referred to in this First  Amendment as the  "Effective
Time." The date on which the  closing of the Stock Sale occurs is referred to in
this First Amendment as the "Stock Sale Closing Date".

     E. Lender is the current  beneficiary  of the liens and security  interests
granted by the  Existing  Borrowers to secure the  Obligations  under the Credit
Agreement.

     F. Tradestar and the Existing  Borrowers have requested that,  concurrently
with the  Stock  Sale and the  Merger,  Lender  release  certain  of its  liens,
security  interests and other rights  granted to it by CYMRI and PEI pursuant to
the Credit Agreement.

<PAGE>

          G.  Lender  has agreed to consent to the Stock Sale and the Merger and
     to amend the Credit  Agreement  to,  among other  things,  reflect  certain
     changes  resulting  from the Stock Sale and Merger and the Loan  Documents,
     subject to the terms and conditions of this First Amendment.

     NOW  THEREFORE,  for good  and  valuable  consideration,  the  receipt  and
sufficiency of which are acknowledged, the undersigned hereby agree as follows:

1.  Consent and Waiver. Existing Borrowers have requested that Lender consent to
the Stock Sale and to the Merger (the "Proposed  Transactions").  Subject to the
satisfaction  of the conditions set out in this First  Amendment,  Lender hereby
(a)  consents to the  Proposed  Transactions,  (b) waives any  violation  of, or
non-compliance  with, any provision of the Credit Agreement  resulting  directly
from the Merger or the Stock  Sale,  and (c) agrees not to  exercise  any of the
rights or remedies  available to it under the Loan Documents  which arise solely
as the result of the violation or  non-compliance  resulting  from the Merger or
the Stock Sale.  Except as set out in this  Section 1,  Existing  Borrowers  and
Buyer hereby agree that such waiver does not  constitute a waiver of any present
or future violation of or non-compliance with any provision of any Loan Document
or waiver of Lender's  right to insist upon  strict  compliance  with each term,
covenant, condition and provision of the Loan Documents.

2. Release of Liens and Release of PEI. Upon the  satisfaction of the conditions
set out in this First  Amendment,  (a) Lender shall release its liens on (i) the
capital  stock of PEI and (ii) the assets of PEI and (b) PEI shall cease to be a
Borrower under the Credit  Agreement and shall be released from its  obligations
as Borrowers under the Credit Agreement.

3. Joinder. As of the Effective Time, the Surviving Corporation (a) shall assume
all the  obligations of CYMRI,  as Borrower  under the Credit  Agreement and the
other Loan  Documents,  (b) agrees to be bound by the  provisions  of the Credit
Agreement or such other Loan Documents as if the Surviving  Corporation had been
an original party to the Credit Agreement or such other Loan Documents,  and (c)
confirms that,  after joining the Credit Agreement and the other Loan Documents,
the  representations  and warranties  set forth in the Credit  Agreement and the
other Loan  Documents  with respect to the Borrowers are true and correct in all
material respects as of the date of this First Amendment.

4. Amendments to Credit Agreement.  As of the Effective Time of the Merger,  the
Credit Agreement shall be amended as follows:

          (a) The  preamble to the Credit  Agreement  is deleted in its entirety
     and is replaced with the following:

                    "THIS  AMENDED AND  RESTATED  CREDIT  AGREEMENT  is made and
               entered into as of December 3, 2004, and amended  through May 22,
               2006,  by and among  CYMRI,  L.L.C.  a Nevada  limited  liability
               company,  formerly known as TRADESTAR  ACQUISITION SUB, L.L.C., a
               Nevada limited liability company  ("CYMRI"),  and TRIUMPH ENERGY,
               INC., a Louisiana  corporation  ("TEI")  (each  individually  and
               collectively,  the "Borrower"),  and STERLING BANK, a Texas state
               chartered bank (the "Lender")."

                                       2
<PAGE>

          (b) Section 1.2 of the Credit Agreement is hereby amended to delete in
     their  entirety  the defined  terms  Accounts  Receivable,  Borrowing  Base
     Accounts,   Eligible  Accounts  Receivable,   Lockbox,  Lockbox  Agreement,
     Stockholder Notes, and Stockholders.

          (c) Section 1.2 of the Credit Agreement is hereby amended to delete in
     their entirety the defined terms Borrowing Base Assets,  Change of Control,
     Collateral,  Compliance  Certificate,  CYMRI, Note and Permitted Liens, and
     replace  them  with  the  following   defined  terms  in  the   appropriate
     alphabetical order:

          "Borrowing  Base  Assets"  shall mean the  Borrowing  Base Oil and Gas
          Properties and the Certificates of Deposit.

          "Change of  Control"  shall mean an event or series of events by which
          (i) Tradestar ceases to own and control, directly and indirectly, 100%
          of the capital stock of CYMRI or (ii) CYMRI ceases to own and control,
          directly and indirectly, 100% of the capital stock of TEI.

          "Collateral" shall mean the Borrowing Base Oil and Gas Properties, the
          Certificates of Deposit and any other Property now or at any time used
          or intended as security for the payment or  performance  of all or any
          portion of the Obligations.

          "Compliance Certificate" shall mean each certificate, substantially in
          the form attached to the First Amendment as Exhibit III, executed by a
          Responsible  Officer of CYMRI and furnished to the Lender from time to
          time in accordance with Sections 5.2 and 5.3.

          "CYMRI" is defined in the  preamble  and shall mean CYMRI,  L.L.C.,  a
          Nevada  limited  liability   company,   formerly  known  as  Tradestar
          Acquisition Sub, L.L.C., a Nevada limited liability company.

          "Note" shall mean the replacement  promissory note of the Borrower, in
          the form  attached  as  Exhibit  I to the  First  Amendment,  with all
          renewals,  extensions for any period,  increases,  and  rearrangements
          thereof.

          "Permitted  Liens"  shall  mean (a) Liens for taxes,  assessments,  or
          other  governmental  charges  or  levies  not  yet  due or  which  (if
          foreclosure,  distraint,  sale, or other similar proceedings shall not
          have been  initiated) are being contested in good faith by appropriate
          proceedings,  and such  reserve as may be  required by GAAP shall have
          been made therefor, (b) Liens (including,  but not limited to, pledges
          or deposits) in connection  with workers'  compensation,  unemployment
          insurance  or other  social  security  (other  than  Liens  created by
          Section  4068  of  ERISA),   old-age  pension,   or  public  liability
          obligations which are not yet due or which are being contested in good
          faith by appropriate  proceedings,  if such reserve as may be required
          by GAAP shall have been made therefor,  (c) Liens in favor of vendors,
          carriers,  warehousemen,  repairmen,  mechanics, workmen, materialmen,

                                       3
<PAGE>

          construction,  or similar  Liens  arising by  operation  of law in the
          ordinary  course of business in respect of  obligations  which are not
          yet due or which  are being  contested  in good  faith by  appropriate
          proceedings,  if such  reserve as may be  required  by GAAP shall have
          been made therefor,  (d) Liens in favor of operators and non-operators
          under joint operating  agreements or similar contractual  arrangements
          arising in the  ordinary  course of the  business  of the  Borrower to
          secure  amounts  owing,  which  amounts  are not yet due or are  being
          contested in good faith by appropriate proceedings, if such reserve as
          may be required by GAAP shall have been made therefor, (e) Liens under
          production sales agreements,  division orders,  operating  agreements,
          and  other  agreements  customary  in the  oil and  gas  business  for
          processing,  producing,  and selling hydrocarbons securing obligations
          not  constituting  Indebtedness  and  provided  that such Liens do not
          secure obligations to deliver hydrocarbons at some future date without
          receiving  full  payment  therefor  within  90 days of  delivery,  (f)
          easements,   rights   of  way,   restrictions,   and   other   similar
          encumbrances,  and  minor  defects  in the  chain of title  which  are
          customarily  accepted in the oil and gas financing  industry,  none of
          which  interfere  with the  ordinary  conduct of the  business  of the
          Borrower or  materially  detract from the value or use of the Property
          to which they apply,  (g) Liens in favor of the Lender and other Liens
          expressly  permitted  under the Security  Instruments (h) second Liens
          (A) covering TEI's  Borrowing  Base Oil and Gas Properties  located in
          Louisiana  as  described  on Exhibit V  attached  hereto and (B) first
          Liens on the capital  stock of TEI in favor of the Prior  Stockholders
          but subject in each case to the  Subordination  Agreement  and (i) any
          other  Liens  approved  by  Lender  in its  sole  discretion  securing
          Indebtedness subordinated to the Obligations.

          (d) Section 1.2 of the Credit  Agreement is hereby  amended to add the
     following defined terms in the appropriate alphabetical order:

          "First  Amendment"  shall mean that certain First Amendment to Amended
          and Restated Credit Agreement dated as of May 22, 2006.

          "First Amendment Closing Date" shall mean May 23, 2006.

          "Prior  Stockholder Notes" shall mean the promissory notes executed in
          favor of the Prior  Stockholders in the original  aggregate  amount of
          $2,600,000  for which  Tradestar  has assumed (but for which CYMRI has
          not been release from) the obligations of the maker of such promissory
          notes.

          "Prior  Stockholders"  shall mean Don E. Claxton,  Betty Jane Claxton,
          C.F. Kimball, III, Linda R. Kimball, and The Irene and Alvin Bellaire,
          Jr. Trust.

          "Tradestar" shall mean Tradestar Services, Inc., a Nevada corporation.

          (e)  Section  2.2(a) of the  Credit  Agreement  is hereby  amended  by
     deleting  that Section in its entirety and  replacing it with the following
     text:

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<PAGE>

          "(a)  Proceeds  of  all  Loans  shall  be  used  solely  for  (i)  the
          acquisition and development of Oil and Gas Properties, (ii) payment of
          fees and expenses hereunder or (iii) for general corporate purposes."

          (f)  Section  2.7(a) of the  Credit  Agreement  is hereby  amended  by
     deleting  that Section in its entirety and  replacing it with the following
     text:

          "(a) The  Borrowing  Base as of the First  Amendment  Closing  Date is
          acknowledged by the Borrower and the Lender to be $6,500,000  which is
          attributable to the Borrowing Base Assets. The amount of the Borrowing
          Base (as adjusted from time to time under the terms of this Agreement)
          shall be reduced  by  $50,000 on the last day of each month  beginning
          June 30, 2006."

          (g)  Section  2.7(b) of the  Credit  Agreement  is hereby  amended  by
     deleting the last sentence of that Section in its entirety and replacing it
     with the following sentence:

          Notwithstanding  the  foregoing,  the  Lender  may at  its  discretion
          redetermine  the Borrowing  Base  attributable  to the Borrowing  Base
          Assets  and the  amount by which the  Borrowing  Base shall be reduced
          each  calendar  month as set forth in  Section  2.7(a) at any time and
          from time to time.  Lender may release the  Certificates of Deposit as
          Collateral at such time as it determines, in its sole discretion, that
          the Borrowing  Base Oil and Gas  Properties  are sufficient to support
          the  then-effective  Borrowing,  Base  taking into  consideration  all
          relevant factors.

          (h) Section  2.7(c) of the Credit  Agreement is hereby  deleted in its
     entirety and replaced with the following:

               "[Reserved]"

          (i)  Section  2.20 of the Credit  Agreement  is hereby  deleted in its
     entirety and replaced with the following:

               "2.20 [Reserved.]"

          (j) Section  3.1(q) of the Credit  Agreement is hereby  deleted in its
     entirety and replaced with the following:

          "(q) [Reserved.]"

          (k)  Section  5.5 of the  Credit  Agreement  is hereby  deleted in its
     entirety and replaced with the following:

          "5.5 Title Opinions; Title Defects.

          (a) Within 60 days  following  the First  Amendment  Closing  Date and
          promptly any time thereafter  upon the request of the Lender,  furnish
          to the Lender title  opinions,  in form and  substance  and by counsel
          satisfactory to the Lender, or other  confirmation of title acceptable

                                       5
<PAGE>

          to the Lender,  covering Oil and Gas Properties  constituting not less
          than  81%  of  the  value,  determined  by  the  Lender  in  its  sole
          discretion,  of the Borrowing Base Oil and Gas  Properties;  provided,
          however,  that within such 60-day period following the First Amendment
          Closing Date the Borrowing  Base Oil and Gas  Properties  owned by TEI
          shall be covered by current title opinions delivered to Lender in form
          and   substance   satisfactory   to  the  Lender  (and  not  by  other
          confirmation of title).

          (b)  Promptly,  but in any event  within 60 days  after  notice by the
          Lender,  clear or cure any defect in the title of the  Borrower to any
          of its Oil and Gas  Properties  if such defect,  in Lender's  opinion,
          materially  affects the value of the Oil and Gas  Properties.  If such
          title defects are not cured in a timely manner, Borrower shall pay all
          related  costs and fees  incurred  by the Lender to clear or cure such
          title defects."

          (l)  Section  5.26 of the Credit  Agreement  is hereby  deleted in its
     entirety and replaced with the following:

          "5.26 [Reserved.]"

          (m)  Section  5.27 of the Credit  Agreement  is hereby  deleted in its
     entirety and replaced with the following:

          "5.27 Within thirty (30) days after the First Amendment  Closing Date,
     obtain and  deliver to the Prior  Stockholders,  new or  replacement  Stock
     Certificates  which evidence CYMRI's stock ownership in TEI and are covered
     by the Stock Pledge  Agreement;  provided  that such  delivery of the Stock
     Certificates shall be subject to the Subordination Agreement."

          (n)  Section  8.16 of the Credit  Agreement  is hereby  deleted in its
     entirety and replaced with the following:

          "8.16  CYMRI as  Agent.  TEI  hereby  appoints  CYMRI as its agent and
     attorney-in-fact  to execute any certificates,  requests or other documents
     deliverable  under  this  Agreement  in the  name of  each  such  party  as
     Borrower,  and  Lender  shall be  authorized  to rely on any such  executed
     certificates,   requests  or  other   documents  as  acts  of  the  parties
     constituting   "Borrower"   without   the  need  of   further   inquiry  or
     investigation."

          (o) Exhibit VI attached to the Credit  Agreement is hereby  deleted in
     its entirety.

5.  Conditions.  This First  Amendment  shall be  effective  once the Stock Sale
Closing Date has  occurred,  the Effective  Time has  occurred,  and each of the
following have been delivered to Lender:

                                       6
<PAGE>

          (a) this First Amendment  executed by Existing  Borrowers,  Buyer, and
     Lender and dated as of the First Amendment Closing Date;

          (b) the Note executed by New CYMRI and TEI;

          (c) the Master  Amendment  to Deeds of Trust,  Mortgages  and Security
     Instruments executed by New CYMRI, TEI and Lender;

          (d) the Partial  Release of Amended and  Restated  Security  Agreement
     executed by Lender;

          (e) the Partial Release of Stock Pledge Agreement executed by Lender;

          (f) the  Ratification of Pledge of Certificates of Deposit executed by
     F.M. Cantrell, Jr. and Lender;

          (g) the opinion of Hirsch & Westheimer,  counsel to the  Borrower,  in
     form and substance acceptable to the Lender in its sole discretion;

          (h) UCC financing statements, amendments, releases and terminations in
     favor of Lender (as secured  party),  in form and  substance  acceptable to
     Lender, reflecting the changes effected by the Merger and the Stock Sale;

          (i)  evidence  satisfactory  to Lender that the Merger  Agreement  and
     Stock  Sale have been  consummated  and all  conditions  therein  have been
     satisfied, unless waived by Lender in writing;

          (j) a certificate issued by the secretary or an assistant secretary of
     CYMRI, New CYMRI and TEI certifying as to the incumbency of all officers of
     CYMRI,  New CYMRI and TEI who are  authorized to execute Loan  Documents on
     behalf  of such  CYMRI,  New  CYMRI and TEI,  respectively,  together  with
     specimen signatures of each such officer;

          (k)  copies  of the  Certificate  of  Formation  of New  CYMRI and the
     Certificate  of  Incorporation  of TEI and CYMRI  and,  in each  case,  all
     amendments thereto,  and copies of the bylaws and all amendments thereto of
     New  CYMRI,  TEI and  CYMRI,  accompanied  by a  certificate  issued by the
     secretary or an assistant secretary of New CYMRI, TEI and CYMRI, certifying
     to the effect that each such copy is correct and complete;

          (l)  copies of  corporate  resolutions  duly  adopted  by the board of
     directors  of CYMRI,  New CYMRI,  and TEI,  as  applicable,  approving  and
     authorizing  the Stock  Purchase  Agreement  and  Stock  Sale,  the  Merger
     Agreement  and the  Merger,  this  First  Amendment  and  the  transactions
     contemplated  herein, and the amendments to the other Loan Documents,  each
     accompanied by certificates  of the secretary or an assistant  secretary of
     CYMRI,  New CYMRI,  and TEI, as applicable,  to the effect that such copies
     are true and correct copies of resolutions  duly adopted at a meeting or by
     written  consent of the board of directors of CYMRI,  New CYMRI and TEI and
     that such resolutions  constitute all the resolutions  adopted with respect
     to such  transactions,  and that they have not been amended,  modified,  or
     revoked in any respect,  and are in full force and effect as of the date of
     such certificate;

                                       7
<PAGE>

          (m) certificates dated as of a recent date from the Secretary of State
     or other appropriate  Governmental  Authority  evidencing the existence and
     good standing of New CYMRI,  TEI and Tradestar in each entity's  respective
     jurisdiction of organization  and  certificates of authority to do business
     in any other jurisdictions where such entity does business;

          (n) results of searches of the UCC Records of the Texas  Secretary  of
     State from a source  acceptable  to Lender and  reflecting no Liens against
     any of the Collateral as to which  perfection of a Lien is  accomplished by
     the filing of a financing  statement  other than in favor of the Lender and
     Permitted Liens;

          (o) receipt of payment in  immediately  available  funds  necessary to
     reduce the  outstanding  Loans to an amount not to exceed  $6,500,000 as of
     the date hereof; and

          (p) such other documents as Lender may reasonably request.

6. Representations and Warranties. Buyer and TEI represent and warrant to Lender
that (a) they possess all requisite power and authority to execute,  deliver and
comply with the terms of this First Amendment, (b) this First Amendment has been
duly  authorized and approved by all requisite  corporate  action,  (c) no other
consent  of any  Person  (other  than the  Lender)  is  required  for this First
Amendment  to be  effective,  (d) the  execution  and  delivery  of  this  First
Amendment does not violate their organizational documents, and (e) no Default or
Event of  Default  has  occurred  and is  continuing.  The  representations  and
warranties made in this First Amendment shall survive the execution and delivery
of this First  Amendment.  No  investigation by Lender is required for Lender to
rely on the representations and warranties in this First Amendment.

7. Scope of Amendment and Release.  All references to the Credit Agreement shall
refer to the Credit  Agreement  as amended  by this First  Amendment.  Except as
affected  by this  First  Amendment  and the  amendments  to the Loan  Documents
executed  in  connection  with this  First  Amendment,  the Loan  Documents  are
unchanged  and continue in full force and effect.  However,  in the event of any
inconsistency  between  the terms of the Credit  Agreement  (as  amended by this
First Amendment) and any other Loan Document,  the terms of the Credit Agreement
shall control and such other  document  shall be deemed to be amended to conform
to the terms of the Credit Agreement.  Existing  Borrowers hereby release Lender
from any  liability  for  actions or  omissions  in  connection  with the Credit
Agreement  and the other Loan  Documents  prior to the First  Amendment  Closing
Date.

8. Miscellaneous.

          (a) Form. Each agreement,  document, instrument or other writing to be
     furnished to Lender in connection with this First Amendment must be in form
     and substance satisfactory to Lender and its counsel.

                                       8
<PAGE>

          (b) Headings.  The headings and captions used in this First  Amendment
     are for convenience only and will not be deemed to limit, amplify or modify
     the terms of this First Amendment,  the Credit Agreement, or the other Loan
     Documents.

          (c) Costs,  Expenses and Attorneys' Fees. Buyer and Existing Borrowers
     agree  to  pay or  reimburse  Lender  on  demand  for  all  its  reasonable
     out-of-pocket   costs  and  expenses   incurred  in  connection   with  the
     preparation, negotiation, and execution of this First Amendment, including,
     without  limitation,  the  reasonable  fees and  disbursements  of Lender's
     counsel.

          (d) Successors and Assigns. This First Amendment shall be binding upon
     and inure to the benefit of each of the  undersigned  and their  respective
     successors and permitted assigns.

          (f) Multiple Counterparts. This First Amendment may be executed in any
     number  of  counterparts  with the same  effect as if all  signatories  had
     signed the same document.  All counterparts  must be construed  together to
     constitute  one  and the  same  instrument.  This  First  Amendment  may be
     transmitted  and signed by facsimile or by portable  document format (PDF).
     The  effectiveness of any such documents and signatures shall have the same
     force and effect as  manually-signed  originals and shall be binding on the
     party  signing.  Lender  may  also  require  that any  such  documents  and
     signatures be confirmed by a  manually-signed  original;  provided that the
     failure to request or deliver the same shall not limit the effectiveness of
     any signature.

          (g) Governing  Law. This First  Amendment and the other Loan Documents
     must be construed, and their performance enforced, under Texas law.

          (h) Entirety.  THIS FIRST  AMENDMENT AND THE OTHER LOAN  DOCUMENTS (AS
     AMENDED  HEREBY)  REPRESENT  THE  FINAL  AGREEMENT  BY AND  AMONG  EXISTING
     BORROWERS, BUYER, NEW CYMRI, TEI AND THE LENDER AND MAY NOT BE CONTRADICTED
     BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE
     PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

                   [Signatures appear on the following pages.]


                                       9
<PAGE>


     This First  Amendment is executed as of the date set out in the preamble to
this First Amendment.



                                  THE CYMRI CORPORATION


                                  By:/s/ Larry M. Wright
                                     --------------------------------
                                         Larry M. Wright
                                         Chief Executive Officer


                                  TRIUMPH ENERGY, INC.


                                  By: /s/ Larry M. Wright
                                     --------------------------------
                                          Larry M. Wright
                                          Chief Executive Officer


                                  TRADESTAR ACQUISITION SUB, L.L.C.
                                  (to be known as CYMRI, L.L.C. immediately
                                  following the merger)


                                  By: /s/ Frederick A. Huttner
                                     -----------------------------------------
                                          Frederick A. Huttner
                                          Vice President


                                  PETROLEUM ENGINEERS, INC.


                                  By: /s/ Larry M. Wright
                                     --------------------------------
                                          Larry M. Wright
                                          Chief Executive Officer


                                  LENDER:
                                  -------

                                  STERLING BANK


                                  By: /s/ Jeff A. Forbis
                                     -----------------------------------------
                                          Jeff A. Forbis
                                          Senior Vice President

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