Exhibit 10.8.9

                                     WARRANT


THIS  WARRANT AND THE COMMON STOCK WHICH MAY BE ACQUIRED  UPON  EXERCISE OF THIS
WARRANT  ("THE  UNDERLYING  COMMON  STOCK") HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933 OR UNDER ANY  APPLICABLE  STATE LAW. THIS WARRANT AND THE
UNDERLYING  COMMON  STOCK MAY NOT BE  OFFERED  FOR SALE,  SOLD,  TRANSFERRED  OR
PLEDGED  WITHOUT  (1)  REGISTRATION  UNDER  THE  SECURITIES  ACT OF 1933 AND ANY
APPLICABLE  STATE LAW, OR (2) AN OPINION OF COUNSEL  SATISFACTORY  TO  TRADESTAR
SERVICES, INC. THAT REGISTRATION IS NOT REQUIRED.

                            Tradestar Services, Inc.

                          Common Stock Purchase Warrant
                          -----------------------------

     THIS IS TO  CERTIFY  THAT,  for  value  received,  MICHAEL  W.  HOPKINS  as
registered  holder hereof,  or any subsequent  holder or holders (the "Holder"),
upon due exercise of this warrant (the "Warrant"),  dated as of May 23, 2006, is
entitled to purchase from Tradestar  Services,  Inc., a Nevada  corporation (the
"Corporation"),  all or any part of the Warrant Shares (as hereinafter  defined)
for the applicable  Exercise Price (as  hereinafter  defined) in accordance with
the terms provided below.

     1. Exercise Period;  Exercise Price;  Warrant Shares. This Warrant shall be
exercisable  prior  to 5:00  p.m.  Houston,  Texas,  time on May 23,  2009  (the
"Termination Date") only as follows:

          (a)  Calculation  of  Warrants.  The Holder is  entitled  to  purchase
     133,690 shares of Common Stock of the Corporation  (the "Warrant  Shares").
     The exercise  price shall be $1.87 per share for each share of Common Stock
     acquired,  subject to adjustment pursuant to Section 5 below (the "Exercise
     Price").

          (b) "Common Stock" means full paid and non-assessable shares of common
     stock of the Corporation.

     2. Exercise of Warrant.

          (a) Procedure  for  Exercise.  The Holder of this Warrant may exercise
     this  Warrant  at any time  immediately  prior to  expiration  date for the
     purchase of all or any part of the Warrant Shares. The purchase price shall
     be equal to the Exercise  Price  multiplied by the number of Warrant Shares
     to be acquired  pursuant to such exercise of the Warrant.  To exercise this
     Warrant  in  whole or in part,  the  Holder  hereof  shall  deliver  to the
     Corporation (i) a written notice of exercise ("Notice of Exercise") of such
     Holder's election to exercise this Warrant,  which notice shall specify the
     number of whole shares of Common Stock to be purchased, (ii) payment of the
     aggregate  Exercise Price for the shares of Common Stock being purchased in

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     the manner  provided  herein,  (iii) an  executed  Investor  Representation
     Letter, and (iv) this Warrant. Upon receipt of the Notice of Exercise,  the
     payment, the executed Investor  Representation Letter and surrender of this
     Warrant,  the Corporation  shall,  as promptly as  practicable,  execute or
     cause  to  be  executed  and  deliver  to  such  Holder  a  certificate  or
     certificates  representing  the aggregate  number of shares of Common Stock
     specified  in  such  notice.  The  stock  certificate  or  certificates  so
     delivered shall be in such denominations as may be specified in such notice
     and shall be  registered  in the name of such  Holder  or,  subject  to the
     conditions  of Section 3 below,  such other name as shall be  designated in
     such notice. Payment of the Exercise Price may be made by wire transfer, by
     certified check or cashier's check, or by Holder's personal check,  payable
     to the order of the Corporation, or by wire transfer.

          (b) Cashless  Exercise.  Notwithstanding  anything contained herein to
     the  contrary,   Holder  may,  at  its  election  (exercised  in  its  sole
     discretion),  exercise  this  Warrant as to all or a portion of the Warrant
     Shares and, in lieu of making the cash payment otherwise contemplated to be
     made to the Corporation  upon such exercise,  elect instead to receive upon
     such exercise the net number of shares of Common Stock determined according
     to the following formula:

                       Net Number =   (A x B) - (A x C)
                                      -----------------
                                              B

         For purposes of the foregoing formula:

                  A=    the total number of Warrant Shares then being exercised.

                  B=    the closing sale price of the Common Stock on the
                        trading day immediately preceding the date of the
                        Notice of Exercise.

                  C=    the Exercise Price then in effect for the applicable
                        Warrant Shares at the time of such exercise.

          (c) No Fractional  Shares.  No fractional shares are to be issued upon
     the exercise of this  Warrant.  If this Warrant  shall have been  exercised
     only in  part,  the  Corporation  shall,  at the time of  delivery  of such
     certificate  or  certificates,   deliver  to  such  Holder  a  new  warrant
     evidencing  the rights of such  Holder to  purchase  the  remaining  shares
     called for by this Warrant,  which new warrant shall in all other  respects
     be  identical  with  this  Warrant,  or,  at the  request  of such  Holder,
     appropriate  notation may be made on this Warrant and the same  returned to
     such Holder.

          (d) Expenses. The Corporation shall pay all expenses,  taxes and other
     charges payable in connection with the preparation,  execution and delivery
     of stock certificates  under this Section,  except that, in case such stock
     certificates are to be registered in a name or names other than the name of
     the Holder of this  Warrant,  all stock  transfer  taxes  payable  upon the
     execution and delivery of such stock  certificate or certificates  shall be
     paid by the Holder hereof at the time of delivering  the notice of exercise
     mentioned  above.  In such case,  the Holder hereof shall deliver with such
     notice of exercise  evidence,  satisfactory to the  Corporation,  that such
     taxes have been paid.

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          (e) Warrant Holder Not a Stockholder.  No Holder of this Warrant shall
     be  entitled,  solely by reason of being a Holder  hereof,  to possess  any
     right or privilege as a stockholder of the Corporation,  including  without
     limitation,  the right to vote or  receive  dividends  or be deemed for any
     purpose  the  holder of  Common  Stock or of any  other  securities  of the
     Corporation which may at any time be issuable on the exercise hereof, until
     the  Holder  shall  have  exercised  all or any  part  of this  Warrant  in
     accordance  with the  provisions  set forth in  Section  2 hereof.  Nothing
     contained herein shall be construed to confer upon the Holder, as such, any
     of the rights of a stockholder of the Corporation or any right to vote upon
     any matter  submitted to  stockholders  at any time thereof,  or to give or
     withhold    consent   to   any   corporate   action   (whether   upon   any
     recapitalization,  issue of stock, reclassification of stock, change of par
     value,  consolidation,  merger,  conveyance,  or otherwise)  or, to receive
     notice of the  meetings,  until the Warrant  shall have been  exercised  as
     provided in Section 2 hereof.

     3. Transfer, Division and Combination.

          (a)  Transfer of Warrants.  The Warrant is a separate  and  detachable
     security,  transferable  only  on  the  books  of  the  Corporation  by the
     registered  Holder  hereof in  person or by  attorney  duly  authorized  in
     writing,  upon surrender of this Warrant to the  Corporation  for transfer.
     Upon any such  transfer,  a new Warrant to purchase a like number of shares
     of Common Stock will be issued to the transferee or transferees in exchange
     for this Warrant.  Upon receipt by the  Corporation of evidence  reasonably
     satisfactory  to it of the loss,  theft,  destruction or mutilation of this
     Warrant,  and, in case of loss,  theft or  destruction,  of an agreement of
     indemnity (without security  therefor,  and upon surrender and cancellation
     of this Warrant, if mutilated), the Corporation will make and deliver a new
     Warrant of like  tenor,  in lieu of this  Warrant.  This  Warrant  shall be
     promptly   canceled  by  the  Corporation  upon  the  surrender  hereof  in
     connection with any exchange, transfer or replacement.

          (b) Division and Combination of Warrants. This Warrant may, subject to
     Section  4  hereof,  be  divided  or  combined  with  other  warrants  upon
     presentation  hereof at the principal office of the  Corporation,  together
     with a written notice  specifying the names and  denominations in which new
     warrants  are to be issued  signed by the Holder or his agent or  attorney.
     Subject to compliance  with the preceding  paragraph and with Section 4, as
     to any transfer which may be involved in such division or combination,  the
     Corporation shall execute and deliver a new warrant or warrants in exchange
     for the warrant or warrants  to be divided or combined in  accordance  with
     such notice.

          (c) Expenses.  The  Corporation  shall pay all expenses,  taxes (other
     than stock transfer taxes) and other charges payable in connection with the
     preparation,  execution  and  delivery  of this  Warrant  pursuant  to this
     Section.

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     4. Compliance with Securities Act; Restrictions on Transfer.

          (a)  Compliance  with  Securities  Act.  This  Warrant and the related
     Warrant  Shares  shall  not be  transferable  except  upon  the  conditions
     specified in this  Section,  which  conditions  are  intended,  among other
     things,  to ensure  compliance with the provisions of the Securities Act of
     1933, as amended (the "Securities  Act") or any applicable state securities
     laws in respect of the transfer of such Warrant or Warrant Shares.

          (b)  Restrictions  on Transfer.  By acceptance  of this  Warrant,  the
     Holder of this Warrant agrees,  prior to any transfer or attempted transfer
     of such Warrant or the related  Warrant  Shares,  to give written notice to
     the  Corporation of such Holder's  intention to effect such  transfer.  The
     notice shall describe the manner and circumstances of the proposed transfer
     in detail and shall  contain an  undertaking  by the Holder to furnish such
     other information as may be required to enable the Corporation's counsel to
     render the  opinions  referred to below,  and shall give the  identity  and
     address of the Holder's counsel. By acceptance of this Warrant,  the Holder
     agrees to bear the  reasonable  expense of the  Corporation's  counsel  for
     delivery  of  all  additional  opinions  requested  by the  Holder,  if any
     (whether  such  opinions  would permit the proposed  transfer or not).  The
     Holder shall submit a copy of the notice to the counsel  designated  in the
     notice and the Corporation shall submit a copy thereof to its counsel,  and
     the following provisions shall apply:

               (i) If, in the opinion of both the Corporation's and the Holder's
          counsel, the proposed transfer of the Warrant or Warrant Shares may be
          effected  without  registration of the Warrant or Warrant Shares under
          the Securities Act, the Corporation shall, as promptly as practicable,
          so notify the Holder who will then be entitled to transfer the Warrant
          or Warrant Shares in accordance with the terms of the notice delivered
          by the Holder to the Corporation.

               (ii) If,  in the  opinion  of  either  the  Corporation's  or the
          Holder's  counsel,  the  proposed  transfer  of the Warrant or Warrant
          Shares may not be  effected  without  registration  of the  Warrant or
          Warrant Shares under the Securities  Act, the  Corporation  shall,  as
          promptly as  practicable,  so notify the Holder,  and the  Corporation
          shall  not be  obligated  to  effect  the  proposed  transfer,  except
          pursuant to an offering registered under the Securities Act.

          (c)  Legend.  Each certificate for Warrant Shares issued upon exercise
     of this Warrant  shall bear a legend to the effect that the Warrant  Shares
     may not be transferred  except upon  compliance with the provisions of this
     Section 4, and each certificate for Warrant Shares transferred  pursuant to
     Section 4 shall also bear the legend listed below,  unless,  in the opinion
     of counsel acceptable to the Corporation, such a legend is not required.

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<PAGE>

     THE SECURITIES  REPRESENTED  BY THIS  INSTRUMENT  HAVE NOT BEEN  REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR THE SECURITIES ACT OF ANY
     STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES,  AND SUCH
     SECURITIES  MAY NOT BE SOLD OR  TRANSFERRED  FOR VALUE IN THE ABSENCE OF AN
     EFFECTIVE  REGISTRATION  OF THEM  UNDER  THE  SECURITIES  ACT OF  1933,  AS
     AMENDED,  AND/OR  APPLICABLE STATE SECURITIES ACTS OR AN OPINION OF COUNSEL
     SATISFACTORY  TO THE  CORPORATION  THAT SUCH  REGISTRATION  IS NOT REQUIRED
     UNDER SUCH ACT OR ACTS.

          (d) Certain Covenants, Representations and Warranties of Holder.

               (i) Investment Purposes.  The Holder is acquiring the Warrant for
          investment  purposes and not with a view to the resale or distribution
          of all or any part thereof.  The Holder  acknowledges that neither the
          Warrant nor the underlying  Warrant Shares have been registered  under
          the Securities  Act, or the securities or "blue sky" laws of any state
          or other  domestic  or  foreign  jurisdiction,  and that  none of such
          securities may be sold,  transferred  or otherwise  disposed of except
          pursuant  to an  effective  registration  statement  thereunder  or an
          applicable exemption therefrom.

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

               (iii) The Holder,  if an individual,  is not less than twenty-one
          years of age;

               (iv)  The   Holder,   either   alone   or  with   his   Purchaser
          Representative,  if any, named below has such knowledge and experience
          in financial and business matters that he is capable of evaluating the
          merits  and  risks of an  investment  in the  Corporation,  and,  if a
          resident  of  a  certain  state,  meets  any  additional   suitability
          standards applicable to him under state law;

               (v) If the Holder is  utilizing  a Purchaser  Representative  for
          this investment:

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                    (a)  Such  Purchaser  Representative,  if any,  named at the
               beginning of this Agreement (the "Purchaser Representative"). has
               acted as his "Purchaser  Representative" as defined in Regulation
               D under the Securities Act of 1933, as amended (the "1933 Act);

                    (b) The Holder has relied upon the advice of such  Purchaser
               Representative   as  to  the  merits  of  an  investment  in  the
               Corporation  and  the  suitability  of  such  investment  for the
               undersigned; and

                    (c) Such Purchaser  Representative has heretofore  confirmed
               to the  Holder in writing  (a true and  correct  copy of which is
               furnished to the Corporation  herewith) during the course of this
               transaction any past,  present or future  material  relationship,
               actual or  contemplated,  between  the  Purchaser  Representative
               and/or  its  affiliates  and the  Corporation  and/or  any of its
               affiliates,  and any compensation received or to he received as a
               result thereof;

                    (d) If the Holder is a  partnership,  corporation,  trust or
               other entity:

                         (i)  it  was  not  formed  for  the   purpose  of  this
                    investment;

                         (ii) it is authorized  and otherwise  duly qualified to
                    purchase and hold shares of Common Stock; and

                         (iii) this Warrant has been duly and validly authorized
                    and executed and, when delivered, will constitute the legal,
                    valid,   binding   and   enforceable   obligation   of   the
                    undersigned;

                    (e) if the  Holder is  subject  to the  Employee  Retirement
               Income Security Act of 1974, as amended ("ERISA"), to the best of
               the Holder's knowledge, neither the Corporation nor any affiliate
               of the Corporation is a party in interest or disqualified person,
               as defined in ERISA Section  3(14) and the Internal  Revenue Code
               of 1954,  as  amended,  section  4975(e)(2),  respectively,  with
               respect to such plan;

                    (f) Holder is not subject to a  statutory  disqualification,
               as set forth in Section 3(a)(39) of the 1934 Act;

                    (g) Holder undersigned and his Purchaser Representative,  if
               any, have been given full and complete  access to all information
               with respect to the  Corporation and the  Corporation's  proposed
               activities that the undersigned and his Purchaser Representative,
               if any, have deemed necessary to evaluate the merits and risks of
               an investment in the Corporation;

                    (h) Holder and, if applicable, his Purchaser Representative,
               have had a full  opportunity  to ask  questions of and to receive
               satisfactory  answers from a  representative  of the  Corporation
               concerning  the terms and  conditions of this  investment and all
               such questions have been answered to the full satisfaction of the
               undersigned;

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                    (i) Holder and, if applicable, his Purchaser Representative,
               have had the  opportunity  to  receive  documents  related to the
               Corporation  and to ask questions of and receive answers from the
               Corporation regarding the Corporation, its business and the terms
               and conditions of the Warrant and have read  carefully  copies of
               the Corporation's SEC Filings,  including the exhibits hereto, if
               any, and the  undersigned  is familiar with and agrees to all the
               terms  and  conditions  of the  Warrant  (As  used  herein,  "SEC
               Filings"  means all forms,  reports,  schedules,  statements  and
               other documents required to be filed by the Corporation under the
               Securities  Act  and  the  rules  and   regulations   promulgated
               thereunder);

                    (j)  Holder  is  aware  of  the  risks  associated  with  an
               investment in the  Corporation,  including those described in the
               "Risk Factors" section of the Corporation's SEC Filings, if any;

                    (k) Holder has adequate  means of providing  for his current
               needs  and  possible  personal  contingencies.  has no  need  for
               liquidity with respect to his investment in the Corporation,  and
               has financial  resources  sufficient to bear the economic risk of
               such investment;

                    (1)  Holder  has  been  advised  and  understands   that  an
               investment  in the  Corporation  is  highly  speculative  and has
               received no  representations  or warranties  from the Corporation
               with respect to such investment;

                    (m)  Holder   acknowledges   that   there  are   substantial
               restrictions  on the  transferability  of,  and there  will be no
               public market for, the Warrant  Shares and,  accordingly,  it may
               not be possible for the  undersigned  to liquidate his investment
               in case of an emergency or  otherwise,  and the  undersigned  has
               been  advised  that while  Rule 144 of the 1933 Act is  presently
               applicable to the Warrant  Shares,  the  undersigned  understands
               that Rule 144 may not be available in the future to such shares;

                    (n) Holder is aware that no securities  administrator of any
               state or federal  government has made or will make any finding or
               determination relating to this investment;

                    (o) Warrant  Shares and the Warrants  subscribed  for hereby
               are being purchased for the undersigned's own account (or a trust
               account if the undersigned is a trustee), for investment purposes
               only  and  are  not  being  purchased  with a view  to or for any
               resale,  fractionalization,  subdivision or  distribution of such
               Warrant Shares; and,

                    (p) All  information  which  the  Holder  and his  Purchaser
               Representative,   if  any,  has  provided  to  the   Corporation,
               including (but not limited to) the  information,  representations
               and  warranties  of  the  undersigned  contained  any  "Purchaser
               Suitability  Statement" executed by the undersigned and submitted

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               to the Corporation in connection  with this Warrant,  is true and
               correct in all  material  respects as of the date set forth below
               and the undersigned agrees to furnish any additional  information
               which  the  Corporation  may  request  so  as  to  determine  the
               suitability  of the  undersigned,  and to notify the  Corporation
               immediately  should  any  material  changes  in such  information
               occur.

          (e)  Certain   Covenants,   Representations   and  Warranties  of  the
     Corporation.

          Representations  and Warranties of the  Corporation.  The  Corporation
     hereby  represents and warrants to the undersigned,  as of the date hereof,
     as follows:

               (i)  Organization  and  Qualification.  The  Corporation  is duly
          organized, validly existing and in good standing under the laws of the
          State of Nevada and has all requisite corporate power and authority to
          own and lease its  properties,  to carry on its  business as presently
          conducted  and as  proposed  to be  conducted  and to  consummate  the
          transactions contemplated hereby. The Corporation is duly qualified as
          a foreign  corporation  and in good  standing  to do  business in each
          jurisdiction  in which the  nature of the  business  conducted  or the
          property  owned by it requires  such  qualification,  except where the
          failure  to  be  so  qualified  would  not,  individually  or  in  the
          aggregate,  have a material  adverse  effect on the business,  assets,
          liabilities   (contingent   or   otherwise),   operations,   condition
          (financial  or  otherwise),   or  prospects  of  the   Corporation  (a
          "Corporation Material Adverse Effect").

               (ii)   Capitalization.   The  authorized  capital  stock  of  the
          Corporation  as of the  Corporation  consists of 50,000,000  shares of
          Common Stock and 1,000,000  shares of preferred  stock. As of the date
          hereof,  the Corporation has reserved a sufficient number of shares of
          Common Stock for issuance upon  exercise  hereof.  This Warrant,  when
          issued against  payment  herefor in accordance  with the terms hereof,
          will be duly and validly issued, and the Warrant Shares, upon exercise
          hereof,   will  be  duly   and   validly   issued,   fully   paid  and
          non-assessable.

               (iii) Authorization of Transaction Documents. The Corporation has
          full  corporate  power and  authority  to  execute  and  deliver  this
          Agreement and to perform its  obligations  hereunder.  The  execution,
          delivery and performance by the Corporation of this Agreement shall be
          duly authorized by all requisite  corporate  action by the Corporation
          and this  Agreement  will be the valid and binding  obligations of the
          Corporation,  enforceable  against the  Corporation in accordance with
          their respective terms, subject to applicable bankruptcy,  insolvency,
          fraudulent  conveyance,  reorganization  or similar laws affecting the
          rights of creditors  generally  and subject to general  principles  of
          equity.

               (iv) No Violations.  The execution,  delivery and  performance by
          the  Corporation  of  this  Agreement  and  the  compliance  with  the
          provisions  hereof  by the  Corporation  do not and will not  violate,
          conflict  with or constitute or result in a breach of or default under

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          (or an event  which  with  notice  or  passage  of time or both  would
          constitute  a  default)  or give  rise to any  right  of  termination,
          cancellation or  acceleration  under, or result in the creation of any
          Encumbrance  (as defined  below) upon any  properties or assets of the
          Corporation  under (a) the Articles of  Incorporation or bylaws of the
          Corporation,  (b) any applicable law, statute, rule or regulation,  or
          any ruling, writ, injunction,  order, judgment or decree of any court,
          arbitrator,   administrative   agency  or  other   governmental   body
          applicable to the  Corporation  or any of its  properties or assets or
          (c) any contract, indenture, mortgage, deed of trust, lease, agreement
          or other  instrument,  to which the Corporation is a party or by which
          the Corporation or any of its property is bound, except, in each case,
          where  such  violation,   conflict,   breach,  default,   termination,
          cancellation,  acceleration or Encumbrance would not,  individually or
          in the aggregate,  have a Corporation Material Adverse Effect. As used
          herein, the term  "Encumbrance"  shall mean any material lien, charge,
          encumbrance, claim, option, proxy, pledge, security interest, or other
          similar  right of any  nature  other  than  statutory  liens  securing
          payments not yet due and payable or due but not yet delinquent.

               (v)  Absence of Certain  Events.  Since March 31,  2006,  (a) the
          Corporation has not (i) varied its business plan or practices,  in any
          material  respect,   from  past  practices,   (ii)  entered  into  any
          financing,  joint venture,  license or similar  arrangement that would
          limit or restrict its ability to perform its obligations  hereunder or
          (iii) suffered or permitted to be incurred any liability or obligation
          or any Encumbrance  against any of its properties or assets that would
          limit or restrict  its ability to perform its  obligations  hereunder;
          and (b) there has not been any change or development which has had, or
          could  reasonably be expected to have, a Corporation  Material Adverse
          Effect.

               (vi)  Intellectual  Property.  The Corporation  owns or possesses
          sufficient  legal  rights to use,  pursuant  to  license,  sublicense,
          agreement  or  permission,  all  intellectual  property  used  in  the
          operation  of  its  business  as  presently  conducted  ("Intellectual
          Property"),  in each case,  subject to no Encumbrances  required to be
          disclosed in the  Corporation's  financial  statements,  except as set
          forth  therein,  other than any  failure to own or possess  sufficient
          legal rights which, individually or in the aggregate, would not have a
          Corporation Material Adverse Effect. All of the Intellectual  Property
          which is  owned by the  Corporation  is  owned  free and  clear of all
          Encumbrances;  none  of  the  Corporation's  rights  in or  use of the
          Intellectual Property has been or, to the Corporation's  knowledge, is
          currently threatened to be challenged; to the Corporation's knowledge,
          without  making  any  inquiry  other  than  those,  if any,  routinely
          conducted by the  Corporation in the ordinary  course of business,  no
          current or  currently  planned  product  based upon the  Corporation's
          Intellectual  Property would infringe any patent,  trademark,  service
          mark,  trade name or copyright of any other person or entity issued or
          pending on the Closing  Date if the  Corporation  were to  distribute,
          sell, market or manufacture such products,  and the Corporation is not
          aware of any  actual  or  threatened  claim by any  person  or  entity

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          alleging any  infringement by the Corporation of a patent,  trademark,
          service  mark,  trade name or  copyright  possessed  by such person or
          entity.  None  of  such  Intellectual  Property,  whether  foreign  or
          domestic, has been canceled, abandoned, or otherwise terminated, other
          than  such   cancellations,   abandonments  or   terminations   which,
          individually  or in  the  aggregate,  would  not  have  a  Corporation
          Material Adverse Effect.

               (vii)  Legal  Proceedings,  etc.  Except as set  forth  under the
          Corporation's SEC Filings, if any, there is no legal,  administrative,
          arbitration  or  other  action  or  proceeding  or   governmental   or
          investigation pending, or to the Corporation's  knowledge,  threatened
          against the Corporation,  or any director,  officer or employee of the
          Corporation  in  their  capacities  as such  that (i)  challenges  the
          validity or performance of this Agreement or (ii) could  reasonably be
          expected  to  have  a  Corporation   Material   Adverse  Effect.   The
          Corporation  is not in violation  of, or default  under,  any material
          laws,  judgments,   injunctions,  orders  or  decrees  of  any  court,
          governmental  department,   commission,   agency,  instrumentality  or
          arbitrator  applicable to its business,  other than any  violations or
          defaults  which,  individually  or in the aggregate,  would not have a
          Corporation Material Adverse Effect.

     5. Anti-dilution.

          (a) Reorganization Transactions. The applicable Exercise Price and the
     number of Warrant Shares issuable upon exercise of this Warrant are subject
     to adjustment  from time to time upon the  occurrence  hereafter of certain
     transactions  by the issuer of the Warrant Shares,  including  dividends of
     stock or other securities or property,  stock splits, reverse stock splits,
     subdivisions,     combinations,     recapitalizations,     reorganizations,
     reclassifications,  consolidations  and any  liquidation  or dissolution of
     such issuer (each a  "Reorganization").  In the event that the  outstanding
     Common  Stock  issued  by the  Corporation  is at  any  time  increased  or
     decreased solely by reason of a Reorganization,  appropriate adjustments in
     the number and kind of such  securities  then subject to this Warrant shall
     be made effective as of the date of such occurrence so that the interest of
     the Holder  upon  exercise  will be the same as it would have been had such
     Holder owned the underlying securities  immediately prior to the occurrence
     of such event.  Such  adjustment  shall be made  successively  whenever any
     Reorganization shall occur.

          (b) Notice.  Notice of matters  arising  under this Section 5 shall be
     given pursuant to Section 7 below.

          (c) Adjustments.  Except as otherwise  provided herein,  the effective
     date of any adjustment pursuant to Section 5(a) shall be the effective date
     of the event that causes such adjustment.

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<PAGE>

     6. Special Agreements of the Corporation.

          (a) Reservation of Common Stock. The Corporation  covenants and agrees
     that it will  reserve  and set apart and have at all  times,  a  sufficient
     number of shares of authorized but unissued  Common Stock for delivery upon
     the exercise of the Warrant or any other rights or privileges  provided for
     therein  sufficient  to  enable  it at  any  time  to  fulfill  all  of its
     obligations  thereunder;  and if at any time the number of  authorized  but
     unissued  shares of Common  Stock  shall not be  sufficient  to effect  the
     exercise  of  the  Warrant  at the  Exercise  Price  then  in  effect,  the
     Corporation  will take such corporate  action as may, in the opinion of its
     counsel,  be necessary to increase its  authorized  but unissued  shares of
     Common  Stock to such  number  of shares  as shall be  sufficient  for such
     purpose.

          (b) Par Value.  As a condition  precedent  to the taking of any action
     which would cause an adjustment  reducing the Exercise Price below the then
     par value,  if any, per share of the Warrant Shares,  the Corporation  will
     take such  corporate  action as may,  in the  opinion  of its  counsel,  be
     necessary in order that the  Corporation  may validly and legally issue its
     Common  Stock at the  Exercise  Price  upon  exercise  of this  Warrant  in
     accordance with the provisions hereof.

          (c)  Shares  to be  Fully  Paid  and  Nonassessable.  The  Corporation
     covenants that all shares of Common Stock which may be issued upon exercise
     of this Warrant will be, upon  issuance and payment of the Exercise  Price,
     fully paid and nonassessable.

          (d) Exchange Act Reports.  If the  Corporation  becomes subject to the
     reporting  requirements  of  Sections  13(a)  or  15(d)  of the  Securities
     Exchange  Act of 1934 (the  "Exchange  Act"),  then the  Corporation  shall
     prepare and timely file all such reports which it is required to file under
     the  Exchange  Act until the earlier of such time as Holder has sold all of
     the Warrant Shares or such time as the  Corporation is no longer subject to
     such reporting requirements under the Exchange Act; provided, however, that
     nothing in this Warrant shall obligate the Corporation to become subject to
     or remain subject to the reporting  requirements of Sections 13(a) or 15(d)
     of the Exchange Act.

     7. Notices.

          (a) All notices,  requests and other communications  hereunder must be
     in writing  and will be deemed to have been duly  given  only if  delivered
     personally  or by facsimile  transmission  or mailed  (first class  postage
     prepaid) to the parties at the  following  addresses or facsimile  numbers:
     (i) if to the Holder, to Michael W. Hopkins,  651 Bering Drive, Suite 2002,
     Houston, Texas 77057, or any other address or facsimile number delivered to
     the  Corporation  in writing by the  Holder,  or to the name,  address  and
     facsimile number of any transferee of this Warrant recorded on the books of
     the Corporation and (ii) if to the  Corporation,  to 3451 Candelaria  N.E.,
     Suite A, Albuquerque,  New Mexico 81301,  facsimile:  (213) 593-8727.  With
     respect to any Holder of Warrant Shares,  such notices,  requests and other
     communications  shall  be sent to the  addresses  set  forth  in the  stock
     transfer records regularly maintained by the Corporation.

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<PAGE>

          (b) All such notices,  requests and other  communications  will (i) if
     delivered  personally to the address as provided in this Section, be deemed
     given upon  delivery,  (ii) if delivered by facsimile  transmission  to the
     facsimile number as provided in this Section, be deemed given upon receipt,
     and (iii) if delivered by mail in the manner described above to the address
     as provided in this  Section,  be deemed  given upon  receipt (in each case
     regardless  of  whether  such  notice,  request or other  communication  is
     received  by any  other  person  to  whom a copy of  such  notice  is to be
     delivered  pursuant  to this  Section  7).  Any party from time to time may
     change its address,  facsimile number or other  information for the purpose
     of notices to that party by giving  notice  specifying  such  change to the
     other parties hereto.

     8.  Limitation  of  Liability.  No  provision  hereof,  in the  absence  of
affirmative  action by the Holder to purchase the Warrant  Shares as provided in
Section 2 above, and no mere  enumeration  herein of the rights or privileges of
the Holder  hereof,  shall  give rise to any  liability  of such  Holder for the
Exercise Price or as a stockholder of the Corporation, whether such liability is
asserted by the Corporation or by creditors of the Corporation.

     9. Indemnification. The Holder acknowledges and understands the meaning and
legal  consequences  of the  representations  and  warranties  herein and hereby
agrees  to  indemnify  and  hold  harmless  the  Corporation  and its  officers,
directors,  controlling persons,  agents,  employees,  attorneys and accountants
from and against any and all loss, damage or liability,  together with all costs
and expenses (including  attorneys fees and disbursements) which any of them may
incur by reason of:

          (a) any breach of any  representation,  warranty or  agreement  of the
     undersigned contained in this Subscription Agreement; or

          (b) any false, misleading or inaccurate information,  or any breach of
     any representation,  warranty or agreement of the undersigned, contained in
     any agreement executed by the Holder in favor of the corporation.

          Notwithstanding   the   foregoing,   no   representation,    warranty,
     acknowledgment  or agreement  made herein by the Holder shall in any manner
     be deemed to  constitute  a waiver of any rights of the  undersigned  under
     federal  or state  securities  laws.  All  representations  and  warranties
     contained in this Agreement and indemnification  contained in paragraph 10,
     shall survive the acceptance of this subscription and any other transaction
     contemplated herein.


                            [Signature page follows]

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<PAGE>



     IN WITNESS WHEREOF, the Corporation has caused this Warrant to be effective
by its signed by its duly authorized officer as of the 23rd day of May, 2006.


                                  Tradestar Services, Inc.,
                                  a Nevada corporation




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

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