Exhibit 10.5

                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------

     THIS  REGISTRATION  RIGHTS AGREEMENT (the  "Agreement") is made and entered
into as of the 23rd day of May, 2006, by and among TRADESTAR  SERVICES,  INC., a
Nevada  corporation (the "Parent"),  and LARRY M. WRIGHT,  FRANKLIN M. CANTRELL,
JR., MICHAEL W. HOPKINS and ROBERT G. WONISH,  the holders of all of the capital
stock of the Company (as defined below) (each  individually a "Shareholder"  and
collectively,  the "Shareholders"),  and any transferees of the Shareholders who
become subject to the provisions  hereof  pursuant to Section 2.8 (together with
the  Shareholders,   the  "Holders"  and  each  individually  a  "Holder").  The
Shareholders  and the Parent are each a "party" and  together  are  "parties" to
this Agreement.

                                    RECITALS

     WHEREAS,  concurrent with the execution hereof,  THE CYMRI  CORPORATION,  a
Texas   corporation  (the  "Company"),   is  merging  with  and  into  TRADESTAR
ACQUISITION  SUB, L.L.C.,  a Nevada limited  liability  company and wholly-owned
subsidiary of the Parent (the "Buyer"),  with the Buyer as the surviving  entity
in the  merger,  all  pursuant  to the  terms  and  conditions  of that  certain
Agreement  and Plan of  Merger,  dated as of even  date  herewith  (the  "Merger
Agreement"),  by and among the  Buyer,  the  Shareholders,  the  Parent  and the
Company;

     WHEREAS, as part of the merger consideration, the Shareholders will receive
shares of common  stock,  par value  $0.001  per share,  of the Parent  ("Common
Stock") as set forth on Exhibit A attached hereto (the "Parent Shares");

     WHEREAS,  in connection  with the  transactions  contemplated in the Merger
Agreement,  certain  Shareholders  will receive  warrants to purchase  shares of
Common Stock as set forth on Exhibit A (the "Warrants"); and

     WHEREAS, as a condition to the closing of the transactions  contemplated in
the  Merger   Agreement,   the  Parent  wishes  to  grant  the  Holders  certain
registration  rights in respect of such  Parent  Shares and the shares of Common
Stock issuable upon the exercise of the Warrants;

                                    AGREEMENT

     NOW,  THEREFORE,  in consideration of the mutual promises and covenants set
forth herein, the parties hereto hereby agree as follows:

     1.  Definitions.  The following  capitalized  terms used in this  Agreement
shall be construed to have the meanings set forth or referenced below.

     "AAA" is defined in Section 3.11.

     "Affiliate"  shall  mean  with  respect  to  any  individual,  corporation,
partnership, association, trust, or any other entity (in each case, a "Person"),
any Person which, directly or indirectly, controls, is controlled by or is under
common  control  with such Person,  including,  without  limitation  any general
partner, officer or director of such Person.

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     "Agreement" is defined in the opening paragraph of this Agreement.

     "Company" is defined in the recitals of this Agreement.

     "Common Stock" is defined in the recitals of this Agreement.

     "Exchange Act" shall mean the Securities  Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

     "Form S-3" means  such form  under the  Securities  Act as in effect on the
date  hereof or any  registration  form under the  Securities  Act  subsequently
adopted by the SEC which  permits  inclusion  or  incorporation  of  substantial
information by reference to other documents filed by the Parent with the SEC.

     "Holder"  shall  mean any  Person  owning  or having  the right to  acquire
Registrable  Securities or any assignee  thereof in accordance  with Section 2.8
hereof.

     "Immediate  Family  Member"  shall  mean a  child,  stepchild,  grandchild,
parent, stepparent, grandparent, spouse, sibling, mother-in-law,  father-in-law,
son-in-law,   daughter-in-law,   brother-in-law,  or  sister-in-law,   including
adoptive relationships, of a person referred to herein.

     "Merger Agreement" is defined in the recitals of this Agreement.

     "Parent" is defined in the opening paragraph of this Agreement.

     "Parent Shares" is defined in the recitals of this Agreement.

     "Person" is defined in the definition of Affiliate.

     "register,"  "registered,"  and  "registration"  refer  to  a  registration
effected by preparing and filing a registration statement or similar document in
compliance  with  the  Securities  Act,  and  the  declaration  or  ordering  of
effectiveness of such registration statement or document.

     "Registrable  Securities" means (i) the Parent Shares issued to the Holders
in connection  with the  Transactions  or shares of Common Stock issuable to the
Holders upon the exercise of the  Warrants;  and (ii) any Common Stock issued as
(or issuable  upon the  conversion  or exercise of any  warrant,  right or other
security which is issued as) a dividend or other  distribution  with respect to,
or in exchange  for or in  replacement  of the shares  referenced  in clause (i)
above;  provided,  however,  that  Registrable  Securities shall not include any
shares of Common Stock (A) that have  previously  been  registered  or that have
been sold to the public either pursuant to a registration  statement or SEC Rule
144, (B) which have been sold in a private transaction in which the transferor's
rights under this  Agreement  are not  assigned,  or (C) for which  registration
rights have terminated pursuant to Section 2.9 of this Agreement.

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     "Registrable  Securities  then  outstanding"  means  the  number  of shares
determined by adding the number of shares of Common Stock outstanding which are,
and the number of shares of Common Stock issuable  pursuant to then  exercisable
or convertible securities which are, Registrable Securities.

     "SEC" means the Securities and Exchange Commission.

     "SEC Rule 144" means Rule 144  promulgated  by the SEC under the Securities
Act.

     "SEC  Rule  144(k)"  means  Rule  144(k)  promulgated  by the SEC under the
Securities Act.

     "SEC Rule 145" means Rule 145  promulgated  by the SEC under the Securities
Act.

     "Securities  Act" means the  Securities  Act of 1933,  as amended,  and the
rules and regulations promulgated thereunder.

     "Shareholder"  and  "Shareholders"  is defined in the opening  paragraph of
this Agreement.

     "Violation"  means  losses,  claims,  damages,  or  liabilities  (joint  or
several) to which a party hereto may become  subject under the  Securities  Act,
the Exchange Act or other federal or state law, insofar as such losses,  claims,
damages,  or  liabilities  (or actions in respect  thereof)  arise out of or are
based upon any of the following  statements,  omissions or  violations:  (i) any
untrue  statement or alleged  untrue  statement of a material fact  contained in
such  registration  statement,  including  any  preliminary  prospectus or final
prospectus contained therein or any amendments or supplements thereto;  (ii) the
omission or alleged  omission to state  therein a material  fact  required to be
stated therein,  or necessary to make the statements therein not misleading;  or
(iii) any  violation  or alleged  violation  by any other party  hereto,  of the
Securities  Act,  the  Exchange  Act,  any state  securities  law or any rule or
regulation  promulgated  under the Securities Act, the Exchange Act or any state
securities law.

     "Warrants" is defined in the recitals of this Agreement.

     2. Registration Rights. The Parent covenants and agrees as follows:

          2.1 Piggyback  Registration Rights. If the Parent proposes to register
     (including  for this  purpose a  registration  effected  by the  Parent for
     shareholders  other than the Holders) any of its stock or other  securities
     under  the  Securities  Act in  connection  with  the  underwritten  public
     offering of such securities  solely for cash (other than (i) a registration
     statement  relating  either to the sale of  securities  to employees of the
     Parent pursuant to a stock option, stock purchase or similar plan or an SEC
     Rule  145  transaction;  (ii) a  registration  on any form  which  does not
     include  substantially  the same  information  as would be  required  to be
     included in a registration  statement  covering the sale of the Registrable

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     Securities;  (iii) a  registration  in which the only  Common  Stock  being
     registered  is Common Stock  issuable upon  conversion  of debt  securities
     which are also being registered;  (iv) a registration  relating solely to a
     corporate reorganization or other transaction on Form S-4 or under Rule 145
     or (v) a  registration  on any  form  that  does  not  permit  sales by the
     Holders), the Parent shall, at such time, promptly give each Holder written
     notice of such registration.  Upon the written request of each Holder given
     within  twenty  (20) days  after  mailing  of such  notice by the Parent in
     accordance with Section 3.5, the Parent shall, subject to the provisions of
     Section 2.5,  cause to be registered  under the  Securities  Act all of the
     Registrable   Securities   that  each  such  Holder  has  requested  to  be
     registered.  The Parent  shall have the right to  terminate or withdraw any
     registration   initiated  by  it  under  this  Section  2.1  prior  to  the
     effectiveness of such registration whether or not any Holder has elected to
     include  securities in such  registration.  The expenses of such  withdrawn
     registration  shall be borne by the Parent in  accordance  with Section 2.4
     hereof.

          2.2 Obligations of the Parent.  Whenever required under Section 2.1 to
     effect the registration of any Registrable Securities, the Parent shall, as
     expeditiously as reasonably possible,

               (a) use its best efforts to prepare and file with the SEC as soon
          as reasonably  practicable,  a registration  statement with respect to
          the  Registrable  Securities  and use its best  efforts  to cause such
          registration to promptly become effective;

               (b) prepare and file with the SEC such amendments and supplements
          to such  registration  statement and the prospectus used in connection
          with such  registration  statement  as may be necessary to comply with
          the provisions of the  Securities Act with respect to the  disposition
          of all securities covered by such registration statement;

               (c)  furnish  to  the  Holders   such  numbers  of  copies  of  a
          prospectus, including a preliminary prospectus, in conformity with the
          requirements  of the Securities  Act, and such other documents as they
          may  reasonably  request in order to  facilitate  the  disposition  of
          Registrable Securities owned by them;

               (d) use its reasonable commercial efforts to register and qualify
          the securities covered by such registration statement under such other
          securities  or Blue  Sky  laws  of  such  jurisdictions  as  shall  be
          reasonably  requested by the Holders;  provided that, the Parent shall
          not be required in connection  therewith or as a condition  thereto to
          qualify  to do  business  or to file a general  consent  to service of
          process  in any such  states or  jurisdictions,  unless  the Parent is
          already subject to service in such  jurisdiction  and except as may be
          required by the Securities Act;

               (e) in the event of an underwritten  public offering,  enter into
          and perform its obligations under an underwriting  agreement, in usual
          and customary  form,  with the managing  underwriter of such offering.
          Each Holder  participating in such underwriting  shall also enter into
          and perform its obligations under such an agreement;

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               (f) cause all such Registrable  Securities registered pursuant to
          this  Agreement  hereunder  to  be  listed  on a  national  securities
          exchange or trading  system and each  securities  exchange and trading
          system  on which  similar  securities  issued by the  Parent  are then
          listed;

               (g) provide a transfer  agent and registrar  for all  Registrable
          Securities  registered  pursuant  hereunder and a CUSIP number for all
          such Registrable Securities, in each case not later than the effective
          date of such registration; and

               (h) use its  reasonable  commercial  efforts to  furnish,  at the
          request  of  any  Holder   requesting   registration   of  Registrable
          Securities  pursuant  to this  Section  2, on the date on  which  such
          Registrable  Securities are sold to the  underwriter,  (i) an opinion,
          dated  such  date,  of the  counsel  representing  the  Parent for the
          purposes of such registration, in form and substance as is customarily
          given to underwriters in an underwritten public offering, addressed to
          the underwriters, if any, and (ii) a "comfort" letter dated such date,
          from the independent  certified public  accountants of the Parent,  in
          form and substance as is customarily  given by  independent  certified
          public accountants to underwriters in an underwritten public offering,
          addressed to the underwriters, if any.

          2.3  Furnish  Information.  It shall be a condition  precedent  to the
     obligations  of the Parent to take any action  pursuant  to this  Section 2
     with respect to the Registrable  Securities of any selling Holder that such
     Holder shall furnish to the Parent such information  regarding itself,  the
     Registrable  Securities  held by it, and the intended method of disposition
     of  such  securities  as  shall  be  reasonably   required  to  effect  the
     registration of such Holder's Registrable Securities.

          2.4 Expenses of Parent Registration. The Parent shall bear and pay all
     expenses   incurred  in  connection  with  any   registration,   filing  or
     qualification of Registrable  Securities with respect to the  registrations
     pursuant to Section 2.1 hereof for each Holder (which right may be assigned
     as provided in Section 2.8  hereof),  including  (without  limitation)  all
     registration,  filing, and qualification fees, printers and accounting fees
     relating or apportionable thereto and the fees, but excluding  underwriting
     discounts and commissions relating to Registrable Securities.

          2.5  Underwriting  Requirements.   In  connection  with  any  offering
     involving an underwriting of shares of the Parent's  capital stock pursuant
     to Section  2.1,  the Parent  shall not be  required  to include any of the
     Holders'  securities in such  underwriting  unless they accept the terms of
     the  underwriting  as agreed upon between the Parent and its  underwriters,
     and then only in such quantity as the underwriters  determine in their sole
     discretion  will not  jeopardize the success of the offering by the Parent.
     If the  total  number  of  securities,  including  Registrable  Securities,
     requested  by  shareholders  to be  included in such  offering  exceeds the
     amount  of  securities  to be  sold  other  than  by the  Parent  that  the
     underwriters  determine in their  reasonable  discretion is compatible with
     the success of the  offering,  then the Parent shall be required to include
     in the offering only that number of such securities,  including Registrable
     Securities,  which the  underwriters and the Parent determine in their sole
     discretion  will not jeopardize  the success of the offering.  In the event
     the  underwriters  determine  that  less  than all of the  total  number of
     securities,  including Registrable Securities, requested by shareholders to
     be included in such  offering  can be included in such  offering,  then the

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     Parent and the  underwriters  shall allocate the number of securities  that
     are entitled to be included in the registration and underwriting  among the
     selling  Holders  on a pro rata basis  based on the  number of  Registrable
     Securities  held by all  selling  Holders or in such other  proportions  as
     shall mutually be agreed to by all such selling Holders.

          2.6 Delay of Registration. No Holder shall have any right to obtain or
     seek an  injunction  restraining  or otherwise  delaying  any  registration
     pursuant  to this  Agreement  as the result of any  controversy  that might
     arise with respect to the  interpretation or implementation of this Section
     2.

          2.7  Indemnification.  In the event  any  Registrable  Securities  are
     included in a registration statement under this Section 2:

               (a) To the extent permitted by law, the Parent will indemnify and
          hold harmless each Holder, the partners, members, officers,  directors
          and  stockholders  of each Holder,  legal counsel and  accountants for
          each Holder,  any  underwriter  (as defined in the Securities Act) for
          such  Holder and each  person,  if any,  who  controls  such Holder or
          underwriter  within the meaning of the  Securities Act or the Exchange
          Act,  against  any  Violation  and the  Parent  will pay to each  such
          Holder,  underwriter,   controlling  person  or  other  aforementioned
          person, any reasonable legal or other expenses  reasonably incurred by
          them in  connection  with  investigating  or defending  any such loss,
          claim,  damage,  liability,  or action as such  expenses are incurred;
          provided,  however,  that the  indemnity  agreement  contained in this
          Section  2.7(a) shall not apply to amounts paid in  settlement  of any
          such loss, claim, damage,  liability,  or action if such settlement is
          effected without the consent of the Parent (which consent shall not be
          unreasonably  withheld),  nor shall  the  Parent be liable in any such
          case for any such loss,  claim,  damage,  liability,  or action to the
          extent that it arises out of or is based upon a Violation which occurs
          in reliance upon and in conformity with written information  furnished
          expressly for use in  connection  with such  registration  by any such
          Holder,  underwriter,   controlling  person  or  other  aforementioned
          person.

               (b) To the extent  permitted  by law,  each  selling  Holder will
          severally and not jointly indemnify and hold harmless the Parent, each
          of its directors, each of its officers who has signed the registration
          statement,  each person,  if any,  who controls the Parent  within the
          meaning of the Securities  Act, legal counsel and  accountants for the
          Parent,  any underwriter,  any other Holder selling securities in such
          registration   statement  and  any  controlling  person  of  any  such
          underwriter or other Holder, against any losses,  claims,  damages, or
          liabilities  (joint or several) to which any of the foregoing  persons
          may become  subject,  under the  Securities  Act,  the Exchange Act or
          other federal or state law, insofar as such losses,  claims,  damages,
          or  liabilities  (or actions in respect  thereto)  arise out of or are
          based upon any Violation,  in each case to the extent (and only to the
          extent) that such Violation  occurs in reliance upon and in conformity
          with written information furnished by such Holder expressly for use in
          connection with such registration;  and each such Holder will pay, any
          reasonable legal or other expenses  reasonably  incurred by any person
          intended  to be  indemnified  pursuant  to  this  Section  2.7(b),  in
          connection  with  investigating  or  defending  any such loss,  claim,
          damage,  liability, or action;  provided,  however, that the indemnity
          agreement  contained in this Section 2.7(b) shall not apply to amounts
          paid in  settlement  of any such loss,  claim,  damage,  liability  or
          action if such  settlement  is  effected  without  the  consent of the

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          Holder,  which consent shall not be unreasonably  withheld;  provided,
          further,  that,  in no event shall any  indemnity  under this  Section
          2.7(b)  exceed the net  proceeds  from the  offering  received by such
          Holder,  except  in the case of fraud or  willful  misconduct  by such
          Holder.

               (c) Promptly  after  receipt by an  indemnified  party under this
          Section 2.7 of notice of the commencement of any action (including any
          governmental  action),  such  indemnified  party  will,  if a claim in
          respect  thereof is to be made  against any  indemnifying  party under
          this Section 2.7, deliver to the  indemnifying  party a written notice
          of the commencement  thereof and the indemnifying party shall have the
          right to participate in, and, to the extent the indemnifying  party so
          desires,  jointly with any other indemnifying party similarly noticed,
          to assume the defense  thereof with counsel  mutually  satisfactory to
          the parties;  provided,  however,  that an indemnified party (together
          with all other  indemnified  parties which may be represented  without
          conflict by one  counsel)  shall have the right to retain one separate
          counsel,  with the fees and  expenses  to be paid by the  indemnifying
          party,  if  representation  of such  indemnified  party by the counsel
          retained  by the  indemnifying  party  would be  inappropriate  due to
          actual or potential differing interests between such indemnified party
          and any other party  represented  by such counsel in such  proceeding.
          The failure to deliver written notice to the indemnifying party within
          a  reasonable  time  of  the  commencement  of  any  such  action,  if
          prejudicial  to its ability to defend such action,  shall relieve such
          indemnifying  party of any  liability to the  indemnified  party under
          this Section 2.7, but the omission so to deliver written notice to the
          indemnifying  party will not relieve it of any  liability  that it may
          have to any indemnified party otherwise than under this Section 2.7.

               (d) In order to provide for just and  equitable  contribution  to
          joint  liability  under the Securities Act in any case in which either
          (i)  any  Holder  exercising  rights  under  this  Agreement,  or  any
          controlling   person   of  any  such   Holder,   makes  a  claim   for
          indemnification  pursuant  to this  Section  2.7 but it is  judicially
          determined  (by the entry of a final  judgment or decree by a court of
          competent  jurisdiction  and the  expiration  of time to appeal or the
          denial of the last right of appeal) that such  indemnification may not
          be enforced in such case  notwithstanding  the fact that this  Section
          2.7 provides for  indemnification  in such case, or (ii)  contribution
          under  the  Securities  Act may be  required  on the  part of any such
          selling Holder or any such  controlling  person in  circumstances  for
          which indemnification is provided under this Section 2.7, then, and in
          each such case,  the Parent and such  Holder  will  contribute  to the
          aggregate losses,  claims, damages or liabilities to which they may be
          subject  (after  contribution  from others) in such  proportion  as is
          appropriate to reflect the relative fault of the indemnifying party on
          the one hand and of the  indemnified  party on the other in connection
          with  the   statements  or  omissions  that  resulted  in  such  loss,
          liability,  claim,  damage,  or expense as well as any other  relevant
          equitable considerations. The relative fault of the indemnifying party
          and of the  indemnified  party shall be  determined  by reference  to,
          among other things,  whether the untrue or alleged untrue statement of
          a  material  fact or the  omission  or  alleged  omission  to  state a
          material  fact  relates to  information  supplied by the  indemnifying
          party or by the indemnified  party and the parties'  relative  intent,
          knowledge,  access to  information,  and  opportunity  to  correct  or
          prevent such  statement or omission;  provided  however,  that, in any
          such case,  (i) no such  Holder will be  required  to  contribute  any
          amount in excess of the public offering price of all such  Registrable
          Securities   offered  and  sold  by  such  Holder   pursuant  to  such
          registration  statement,  and  (ii) no  person  or  entity  guilty  of

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          fraudulent  misrepresentation  (within the meaning of Section 11(f) of
          the Securities Act) will be entitled to  contribution  from any person
          or entity  who was not  guilty of such  fraudulent  misrepresentation;
          provided further, that in no event shall a Holder's liability pursuant
          to this Section 2.7(d), when combined with the amounts paid or payable
          by such holder  pursuant to Section  2.7(b),  exceed the proceeds from
          the  offering  (net  of any  underwriting  discounts  or  commissions)
          received  by such  Holder,  except  in the case of  fraud  or  willful
          misconduct by such Holder.

               (e)  Notwithstanding  the  foregoing,  to  the  extent  that  the
          provisions  on  indemnification  and  contribution  contained  in  the
          underwriting   agreement   entered   into  in   connection   with  the
          underwritten  public  offering  are in  conflict  with  the  foregoing
          provisions,   the  provisions  in  the  underwriting  agreement  shall
          control.

               (f) Unless  otherwise  superceded  by an  underwriting  agreement
          entered into in connection with the underwritten public offering,  the
          obligations  of the Parent and  Holders  under this  Section 2.7 shall
          survive the completion of any offering of Registrable  Securities in a
          registration  statement  under this Section 2, and otherwise and shall
          survive the termination of this Agreement.

          2.8 Assignment of Registration  Rights. The rights to cause the Parent
     to  register  Registrable  Securities  pursuant  to this  Section  2 may be
     assigned  (but  only  with  all  related  obligations)  by  a  Holder  to a
     transferee  or  assignee  of  such  securities  that  (i) is a  subsidiary,
     Affiliate,  parent,  partner,  member,  limited  partner,  retired partner,
     retired member or stockholder of a Holder; or (ii) is a Holder's  Immediate
     Family  Member or trust for the  benefit  of an  individual  Holder or such
     Holder's  Immediate  Family Member;  provided:  (a) the Parent is, within a
     reasonable  time after such transfer,  furnished with written notice of the
     name and address of such  transferee  or assignee and the  securities  with
     respect to which such  registration  rights  are being  assigned;  (b) such
     transferee or assignee  agrees in writing to be bound by and subject to the
     terms and conditions of this Agreement;  and (c) such  assignment  shall be
     effective  only  if   immediately   following  such  transfer  the  further
     disposition of such  securities by the transferee or assignee is restricted
     under the  Securities  Act. For the purposes of  determining  the number of
     shares of  Registrable  Securities  held by a transferee  or assignee,  the
     holdings of a  transferee  or assignee  (i) that is a  subsidiary,  parent,
     partner,  limited  partner,  retired  partner,  member,  retired  member or
     stockholder  of a Holder;  (ii) that is an Affiliate  of the Holder,  which
     means with respect to a limited  liability  company or a limited  liability
     partnership,  a fund or entity  managed  by the same  manager  or  managing
     member  or  general   partner  or  management   company  or  by  an  entity
     controlling,  controlled  by, or under common  control with such manager or
     managing  member or general partner or management  company;  (iii) who is a
     Holder's  Immediate Family Member;  or (iv) that is a trust for the benefit
     of an individual Holder or such Holder's Immediate Family Member,  shall be
     aggregated  together and with those of the assigning Holder;  provided that
     all  assignees  and  transferees  who would not  qualify  individually  for
     assignment of registration rights shall have a single  attorney-in-fact for
     the  purpose of  exercising  any  rights,  receiving  notices or taking any
     action under this Section 2.

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     2.9 Termination of Registration Rights.

               (a) No Holder  shall be entitled to exercise  any right  provided
          for in this Section 2 after three (3) years following the date hereof.

               (b) The rights set forth in this Section 2 shall  terminate as to
          any  Holder,  when  the  Registrable  Securities  held by such  Holder
          (together with any Affiliate of such Holder with whom such Holder must
          aggregate  its  sales  under  SEC  Rule  144)  could  be sold  without
          restriction under SEC Rule 144 within a ninety (90) day period.

     3. Miscellaneous.

          3.1  Transfers,  Successors  and Assigns.  The terms and conditions of
     this  Agreement  shall  inure to the  benefit  of and be  binding  upon the
     respective  successors  and  assigns  of  the  parties.   Nothing  in  this
     Agreement,  express or implied,  is intended to confer upon any party other
     than the  parties  hereto or their  respective  successors  and assigns any
     rights,  remedies,  obligations,  or liabilities under or by reason of this
     Agreement, except as expressly provided in this Agreement.

          3.2 Governing Law. This  Agreement  shall be governed by and construed
     in  accordance  with the  with the  internal  laws of the  State of  Texas,
     without regard to its principles of conflicts of laws.

          3.3  Counterparts.  This  Agreement  may be  executed  in two or  more
     counterparts,  each of which shall be deemed an original,  but all of which
     together shall constitute one and the same  instrument.  This Agreement may
     also be executed and  delivered by facsimile  signature  and in two or more
     counterparts,  each of which shall be deemed an original,  but all of which
     together shall constitute one and the same instrument.

          3.4  Titles and  Subtitles.  The  titles  and  subtitles  used in this
     Agreement  are used for  convenience  only and are not to be  considered in
     construing or interpreting this Agreement.

          3.5  Notices.  All  notices  and  other  communications  given or made
     pursuant  to this  Agreement  shall  be in  writing  and  shall  be  deemed
     effectively  given: (a) upon personal delivery to the party to be notified,
     (b) when sent by  confirmed  electronic  mail or  facsimile  if sent during
     normal  business hours of the recipient,  and if not so confirmed,  then on
     the next  business  day,  (c)  three  (3) days  after  having  been sent by
     registered or certified mail, return receipt requested, postage prepaid, or
     (d)  one (1) day  after  deposit  with a  nationally  recognized  overnight
     courier,  specifying  next  day  delivery,  with  written  verification  of
     receipt.  All  communications  shall be sent to the  respective  parties at
     their address as set forth on the signature  pages or Exhibit A hereto,  or
     to such email address, facsimile number or address as subsequently modified
     by written  notice given in accordance  with this Section 3.5. If notice is
     given to the Parent, a copy (which shall not constitute  notice) shall also
     be given to:

                                     - 9 -
<PAGE>

                  Haynes and Boone, LLP
                  One Houston Center
                  1221 McKinney Street, Suite 2100
                  Houston, Texas 77010
                  Attention:  Bryce D. Linsenmayer, Esq. or Amy Moss, Esq.
                  Facsimile:  (713) 236-5540 or (713) 236-5550

          3.6  Costs of  Enforcement.  If any party to this  Agreement  seeks to
     enforce  its  rights  under  this  Agreement  by  legal  proceedings,   the
     non-prevailing  party  shall  pay all costs and  expenses  incurred  by the
     prevailing party, including,  without limitation, all reasonable attorneys'
     fees.

          3.7 Amendments and Waivers.  Any term of this Agreement may be amended
     and the  observance  of any term of this  Agreement  may be waived  (either
     generally  or  in  a  particular  instance  and  either   retroactively  or
     prospectively), only with the written consent of the Parent and the holders
     of a majority of the Registrable Securities then outstanding. Any amendment
     or waiver  effected in  accordance  with this  Section 3.7 shall be binding
     upon each  holder of any  Registrable  Securities  then  outstanding,  each
     future  holder  of  all  such  Registrable  Securities,   and  the  Parent.
     Notwithstanding  the  foregoing,  this  Agreement  may  not be  amended  or
     terminated  and the observance of any term hereunder may not be waived with
     respect to any Holder  without the written  consent of such Holder,  unless
     such  amendment,  termination or waiver applies to all Holders.  The Parent
     shall give prompt written notice of any amendment or termination  hereof or
     waiver  hereunder  to any party  hereto  that did not consent in writing to
     such amendment, termination or waiver. Any amendment, termination or waiver
     effected  in  accordance  with this  Section  3.7 shall be  binding  on all
     parties hereto,  even if they do not execute such consent. No waivers of or
     exceptions to any term,  condition or provision of this  Agreement,  in any
     one or more instances, shall be deemed to be, or construed as, a further or
     continuing waiver of any such term, condition or provision.

          3.8 Severability.  The invalidity of unenforceability of any provision
     hereof shall in no way affect the validity or  enforceability  of any other
     provision.

          3.9 Aggregation of Stock. All shares of Registrable Securities held or
     acquired by  Affiliates  shall be  aggregated  together  for the purpose of
     determining the availability of any rights under this Agreement.

          3.10 Entire Agreement.  This Agreement (including the Exhibits hereto,
     if any) constitutes the full and entire understanding and agreement between
     the  parties  with  respect to the  subject  matter  hereof,  and any other
     written or oral agreement  relating to the subject  matter hereof  existing
     between the parties are expressly canceled.

                                     - 10 -
<PAGE>

          3.11 Dispute  Resolution.  Any  controversy or claim arising out of or
     relating to this  Agreement,  or the breach  thereof,  shall be resolved by
     binding arbitration  administered by the American  Arbitration  Association
     under  its  Commercial  Arbitration  Rules  in  effect  on the date of this
     Agreement  (herein the "AAA Rules"),  and judgment on the award rendered by
     the arbitrator may be entered in any court having jurisdiction thereof. The
     arbitrator  shall be  selected  pursuant  to the AAA  Rules  and shall be a
     neutral and  impartial  lawyer with  excellent  academic  and  professional
     credentials (i) who is or has been practicing law for at least fifteen (15)
     years,  specializing in general commercial  litigation or general corporate
     and commercial  matters and (ii) who has both training and experience as an
     arbitrator  and is  generally  available  to  serve as an  arbitrator.  The
     arbitration  shall  be  governed  by the  arbitration  law  of the  Federal
     Arbitration Act and shall be held in Houston, Texas.

          3.12 Delays or Omissions.  No delay or omission to exercise any right,
     power or remedy accruing to any party under this Agreement, upon any breach
     or default of any other party under this  Agreement,  shall impair any such
     right,  power or remedy of such  non-breaching or non-defaulting  party nor
     shall it be construed  to be a waiver of any such breach or default,  or an
     acquiescence  therein, or of or in any similar breach or default thereafter
     occurring; nor shall any waiver of any single breach or default be deemed a
     waiver of any other breach or default theretofore or thereafter  occurring.
     Any waiver,  permit,  consent or approval of any kind or  character  on the
     part of any party of any breach or default  under  this  Agreement,  or any
     waiver on the part of any party of any  provisions  or  conditions  of this
     Agreement,  must be in writing  and shall be  effective  only to the extent
     specifically  set forth in such writing.  All  remedies,  either under this
     Agreement or by law or otherwise afforded to any party, shall be cumulative
     and not alternative.

                            [Signature Pages Follow]

                                     - 11 -
<PAGE>


     IN WITNESS  WHEREOF,  the parties have  executed this  Registration  Rights
Agreement as of the date first written above.


                                    PARENT:

                                    TRADESTAR SERVICES, INC.



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


                                    SHAREHOLDERS:


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


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


                                        /s/ Robert G. Wonish
                                        ----------------------------------------
                                            ROBERT G. WONISH


                                        /s/ Michael W. Hopkins
                                        ----------------------------------------
                                            MICHAEL W. HOPKINS


                                     - 12 -
<PAGE>



                                    EXHIBIT A

                               SCHEDULE OF HOLDERS

--------------------------------------------------------------------------------
                                                               Number of Shares
                                                               of Common Stock
                                          Number of            Issuable under
   Holder's Name and Address              Parent Shares        Warrants
--------------------------------------------------------------------------------

 1.  Larry M. Wright                     2,514,000 shares         160,428
     911 Creekwood Way
     Houston, Texas  77024

--------------------------------------------------------------------------------

 2.  Franklin M. Cantrell, Jr.           2,514,000 shares         168,449
     5555 Del Monte Drive
     Suite 2305
     Houston, Texas 77056-4121


--------------------------------------------------------------------------------

 3.  Michael W. Hopkins                  3,756,000 shares         133,690
     651 Bering Drive, Suite 2002
     Houston, Texas  77057


--------------------------------------------------------------------------------

 4.  Robert G. Wonish                    3,756,000 shares          None
     17315 Klee Circle
     Spring, Texas  77379

--------------------------------------------------------------------------------

                                     - 13 -