Exhibit 10.6.2


                      CONFIDENTIALITY, NON-COMPETITION AND
                      ------------------------------------
                           NON-SOLICITATION AGREEMENT
                           --------------------------

     THIS CONFIDENTIALITY,  NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this
"Agreement")  is  entered  into  effective  as of May 23,  2006 (the  "Effective
Date"), by and between MICHAEL W. HOPKINS, a resident of the State of Texas (the
"Shareholder");   and  TRADESTAR  SERVICES,  INC.,  a  Nevada  corporation  (the
"Parent"). The Parent and the Shareholder are sometimes collectively referred to
herein as the "parties" and each individually as a "party."

                                   WITNESSETH

     WHEREAS,  the Shareholder has been an employee,  officer and shareholder of
THE  CYMRI  CORPORATION,  a Texas  corporation  (the  "Company"),  and as  such,
possesses special knowledge,  abilities and experience regarding the business of
the Company;

     WHEREAS,  concurrent with the execution hereof, 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 corporation 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  Shareholder,  the  other
shareholders of the Company, the Parent and the Company;

     WHEREAS,  as an  inducement  to the  Parent and the Buyer to enter into the
Merger Agreement and as a condition to the Parent's and the Buyer's consummation
of transactions  contemplated in the Merger Agreement (the "Transactions"),  the
Shareholder has agreed to enter into and deliver this Agreement; and

     WHEREAS,  any capitalized  terms not defined herein shall have the meanings
assigned such terms in the Merger Agreement;

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the Transactions, the mutual
covenants and agreements set forth herein, the significant consideration payable
to the Shareholder under the Merger Agreement and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:

     1. Acknowledgments. The Shareholder acknowledges that:

          (a) The  Shareholder  has occupied  positions of trust and  confidence
     with the Company prior to the date hereof and has become  familiar with the
     Confidential Information (as defined below);

          (b) The Parent Group conducts business in the States of Nevada, Texas,
     Arizona, Louisiana and New Mexico;

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          (c) The Parent Group's  services and products are marketed  throughout
     the States of Nevada, Texas, Arizona, Louisiana and New Mexico;

          (d) Prior to the closing of the Transactions, the Company did business
     in and marketed its services and  products  throughout  the  Territory  (as
     defined below);

          (e) The Parent Group competes with other  businesses that are or could
     be located in any part of the Territory;

          (f) The Parent has required  that the  Shareholder  make the covenants
     set forth in  Sections  3 and 4 of this  Agreement  as a  condition  to the
     Parent's purchase of the Stock;

          (g)  The  provisions  of  Sections  3  and  4 of  this  Agreement  are
     reasonable  and  necessary  to protect  and  preserve  the  Parent  Group's
     business following the consummation of the Transactions; and

          (h) The Parent Group would be irreparably  damaged if the  Shareholder
     were  to  breach  the  covenants  set  forth  in  Sections  3 and 4 of this
     Agreement.

     2.  Term  and  Termination.  The  term of this  Agreement  begins  upon the
Effective  Date and ends upon the third (3rd)  anniversary of the Effective Date
(the "Term").  This Agreement is not subject to early termination for any reason
whatsoever.  This  Agreement can only be  terminated  in writing  signed by both
parties hereto.

     3. Confidential  Information.  The Shareholder  recognizes and acknowledges
that he had access to  Confidential  Information  (as defined  below) during his
prior  employment  with and as a  shareholder  of the  Company and that all such
information  is  confidential  and  constitutes  valuable,  special  and  unique
property of the Parent Group.  As used herein  "Parent Group" means the Company,
the Parent, and any entity that directly or indirectly  controls,  is controlled
by, or is under common control with, the Parent or the Company, and for purposes
of this definition  "control" means the possession,  directly or indirectly,  of
the power to direct or cause the  direction  of the  management  and policies of
such entity, whether through the ownership of voting securities,  by contract or
otherwise. The Shareholder shall not at any time, either during or subsequent to
the Term, disclose to others, use, copy or permit to be copied, any Confidential
Information of any member of the Parent Group  (regardless of whether  developed
by the Shareholder and including but not limited to any Confidential Information
obtained by the  Shareholder  as a result of his prior  employment  with or as a
shareholder of the Company) without the prior written consent of the Parent. The
term  "Confidential  Information" with respect to any Person means any secret or
confidential information or know-how and shall include, but shall not be limited
to, the plans, customers,  costs, prices, uses, and applications of products and
services,  results of  investigations,  studies or experiments  owned or used by

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such Person,  and all apparatus,  products,  processes,  compositions,  samples,
formulas,  computer  programs,  computer  hardware  designs,  computer  firmware
designs, and servicing, marketing or manufacturing methods and techniques at any
time  used,  developed,  investigated,  made or sold by such  Person,  before or
during  the  Term,  that are not  readily  available  to the  public or that are
maintained as  confidential by such Person.  The  Shareholder  shall maintain in
confidence any Confidential Information of third parties received as a result of
his prior  employment with or as a shareholder of the Company in accordance with
the Company's  obligations to such third parties and the policies established by
the Parent.

     4.  Non-Competition;  Non-Solicitation.  In  further  consideration  of the
Parent's  consummation of the  Transactions  and the  significant  consideration
payable to the Shareholder  under the Merger Agreement,  the Shareholder  agrees
that:

          (a) During  the Term,  the  Shareholder  shall  not,  anywhere  in the
     Territory,  directly or indirectly  own any interest in,  manage,  control,
     participate  in  (whether  as  an  officer,  director,  employee,  partner,
     shareholder,  member, manager, agent, representative or otherwise), consult
     with, render services for, or in any other manner engage in the business of
     providing   engineering  and  technical  staffing  services  for  drilling,
     completion,  production,  construction and workover of oil and gas wells or
     any other  business in which any member of the Parent  Group as of the date
     hereof  directly  or  indirectly  engages  during  the  Term (a  "Competing
     Business").  Nothing  herein shall  prohibit the  Shareholder  from being a
     passive  owner  of not  more  than  five  percent  (5%) of the  outstanding
     securities of any class of a corporation  which is publicly traded, so long
     as the Shareholder has no active  participation in the business of any such
     corporation.  For purposes of this Agreement,  the term  "Territory"  shall
     mean the reasonable and limited  geographic area consisting of any state in
     which any member of the Parent Group has offices, operations, or customers,
     or  otherwise   conducts   business.   Nothing  herein  shall  prevent  the
     Shareholder  from  conducting  his business as currently  conducted or from
     performing his duties to the Parent Group.

          (b) During the Term, the Shareholder  shall not directly or indirectly
     through  another person (i) induce or attempt to induce any employee of the
     Parent Group to leave the employ of such member of the Parent Group,  or in
     any way  interfere  with the  relationship  between a member of the  Parent
     Group and any  employee  thereof;  (ii) hire or employ any person who is or
     was an employee of any member of the Parent Group;  (iii) call on,  solicit
     or service any customer, supplier, licensee, licensor,  franchisee or other
     business  relation of the Parent Group with respect to, in connection  with
     or for any  Competing  Business;  or (iv) in any  way  interfere  with  the
     relationship  between  any such  customer,  supplier,  licensee or business
     relation and the Parent Group (including,  without  limitation,  making any
     negative  statements  or  communications  about any  member  of the  Parent
     Group).

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          (c) If, at the time of  enforcement  of this  Section 4, a court shall
     hold  that the  duration,  scope or area  restrictions  stated  herein  are
     unreasonable under  circumstances  then existing,  the parties hereto agree
     that the maximum period,  scope or geographic  area  reasonable  under such
     circumstances shall be substituted for the stated period, scope or area and
     that the court  shall be allowed and  directed  to revise the  restrictions
     contained  herein to cover the maximum period,  scope and area permitted by
     law. The Parent and the Shareholder  recognize and affirm that in the event
     of breach by the  Shareholder  of any of the  provisions of this Section 4,
     money damages would not be an adequate remedy.  Accordingly,  the Parent or
     its  successors  or assigns  may, in addition to other  rights and remedies
     existing in their favor,  apply to any court of competent  jurisdiction for
     specific performance and/or injunctive or other relief in order to enforce,
     or prevent any violations of, the provisions hereof (without posting a bond
     or other security).  The Shareholder agrees that the restrictions contained
     in this  Section 4 are  reasonable  and that the  Shareholder  has received
     consideration in exchange therefor.

     5.  Successors and Assigns.  This Agreement shall be binding upon and inure
to the  benefit of the Parent and its  affiliates,  successors  and  assigns and
shall be binding upon and inure to the benefit of the  Shareholder and his legal
representatives  and  assigns.  The  Parent may  assign or  transfer  its rights
hereunder to any of its affiliates or to a successor corporation in the event of
merger,  consolidation  or transfer or sale of all or  substantially  all of the
assets of the Parent.

     6.  Modification  of Waiver.  No amendment,  modification or waiver of this
Agreement  shall be binding or effective for any purpose  unless it is made in a
writing  signed  by  the  party  against  who  enforcement  of  such  amendment,
modification  or waiver is sought.  No course of dealing  between the parties to
this  Agreement  shall be deemed to affect or to modify,  amend or discharge any
provision  or term of this  Agreement.  No delay on the part of any party in the
exercise of any of their respective rights or remedies shall operate as a waiver
thereof,  and no single or  partial  exercise  by any party of any such right or
remedy shall preclude other or further exercises  thereof.  A waiver of right or
remedy on any one  occasion  shall not be construed as a bar to or waiver of any
such right or remedy on any other occasion.

     7.  Governing Law. All issues and questions  concerning  the  construction,
validity,  enforcement and interpretation of this Agreement and the exhibits and
schedules  hereto shall be governed by, and  construed in accordance  with,  the
laws of the  State of  Texas,  without  giving  effect  to any  choice of law or
conflict of law rules or provisions  (whether of the State of Texas or any other
jurisdiction)  that would cause the application of the laws of any  jurisdiction
other than the State of Texas.  The parties hereby  irrevocably  consent to, and
waive any objection to the exercise of,  personal  jurisdiction by the state and
federal  courts of the State of Texas with  respect to any action or  proceeding
arising out of this  Agreement  and agree that all disputes  arising out of this
Agreement shall be adjudicated in such courts.

     8.  Severability.  Whenever  possible  each  provision  and  term  of  this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable  law, but if any provision or term of this Agreement shall be held to
be prohibited by or invalid under such  applicable  law, then such  provision or

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term shall be ineffective  only to the extent of such prohibition or invalidity,
without invalidating or affecting in any manner whatsoever the remainder of such
provision or term or the remaining provisions or terms of this Agreement.

     9. No Strict  Construction.  The language used in this  Agreement  shall be
deemed to be the language  chosen by the parties  hereto to express their mutual
intent, and no rule of strict construction shall be applied against any party.

     10. Shareholder's Representations.  The Shareholder represents and warrants
to the Parent that (i) his execution, delivery and performance of this Agreement
does not and shall not  conflict  with,  or result in the breach of or violation
of, any other agreement,  instrument, order, judgment or decree to which he is a
party  or by  which  he is  bound;  (ii) he is not a party  to or  bound  by any
employment agreement, noncompete agreement or confidentiality agreement with any
other  person or  entity;  and (iii) upon the  execution  and  delivery  of this
Agreement  by the  Parent,  this  Agreement  shall  be  the  valid  and  binding
obligation of his, enforceable in accordance with its terms.

     11.  Notice.  All notices and other  communications  required or  permitted
hereunder  shall be in writing and shall be deemed  properly  given if delivered
personally,  mailed by  certified  mail,  postage  prepaid  and  return  receipt
requested,  sent by  facsimile,  or sent by Express  Mail or Federal  Express or
other nationally recognized express deliver services, as follows

     If to the Parent:

                  Tradestar Services, Inc.
                  3451 Candelaria NE
                  Albuquerque, New Mexico 87107
                  Attention:      Frederick A. Huttner, Chief Financial Officer
                  Facsimile:      (213) 593-8727

                  With a copy to:

                  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

     If to the Shareholder:

                  Michael W. Hopkins
                  651 Bering Drive, Suite 2002
                  Houston, Texas  77057

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                  With a copy to:

                  Hirsch & Westheimer, P.C.
                  700 Louisiana Street, 25th Floor
                  Houston, Texas 77002-2728
                  Attention:  Bradley E. Rauch, Esq. or Michael S. Wilk, Esq.
                  Facsimile:  (713) 223-9319

                  and

                  Beyt & Beyt
                  700 East University Avenue
                  Lafayette, Louisiana 70503
                  Attention:  Raymond Beyt, Esq.
                  Facsimile:  (337) 233-6773

or at such other  address as such party may  designate  by ten (10) days advance
written notice to the other party.

     12.  Captions.  The captions used in this Agreement are for  convenience of
reference  only and do not  constitute a part of this Agreement and shall not be
deemed  to  limit,  characterize  or in any way  affect  any  provision  of this
Agreement,  and all provisions of this Agreement shall be enforced and construed
as if no caption  had been used in this  Agreement.  Any  capitalized  terms not
defined  herein  shall  have the  meanings  assigned  such  terms in the  Merger
Agreement

     13. Counterparts.  This Agreement may be executed in counterparts,  any one
of which need not contain the  signatures  of more than one party,  but all such
counterparts taken together shall constitute one and the same instrument.

     14.  Attorneys'  Fees.  In the event that any party finds it  necessary  to
bring an action at law or other  proceedings  against the other party to enforce
any of the  terms  hereof,  the  party  prevailing  in any such  action or other
proceeding  shall be paid by the other party its reasonable  attorneys'  fees as
well as court costs.

     15.  Arbitration.  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.

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     16. Survival of Covenants. The covenants, representations and agreements of
Sections  1, 3, 4, 7, 11,  14, 15 and 16 are of a  continuing  nature  and shall
survive the expiration, termination or cancellation of this Agreement regardless
of reason.


                            [Signature page follows]

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     IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of the
Effective Date.

                                  PARENT

                                  TRADESTAR SERVICES, INC.



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


                                  SHAREHOLDER



                                  /s/ Michael W. Hopkins
                                  ----------------------------------------------
                                  Michael W. Hopkins

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