CONSULTING AGREEMENT-ROXANNE CORT


    EXHIBIT
      10.4

    


    CONSULTING
      AGREEMENT

    


    This
      Consulting Agreement
      (“Agreement”) is entered into this 15th
      day of
      March, 2006 between M. Roxanne Cort and/or assigns (“Consultant”), a business
      engaged in providing consulting services, through its partners, subsidiaries
      or
      affiliates and Forster Drilling Corporation, a corporation located in Houston,
      Texas (“Client” or the “Company”), in connection with the rendering by
      Consultant to Client of consulting services, as described herein below, for
      and
      in consideration of the compensation described.

    


    WHEREAS,
      Client
      is a Nevada corporation and desires to retain Consultant to perform certain
      consulting services as described herein and Consultant is willing to render
      and
      provide such service to the Company.

    


    THEREFORE,
      in
      consideration of the mutual agreements and covenants set forth in this
      Agreement, and intending to be legally bound hereby, the parties agree as
      follows:

    


    1.
      Engagement of Consultant.
      The
      Company hereby engages and retains Consultant to render to the Company the
      consulting services (the “Consulting Services”) described in paragraph 2 for the
      period commencing on the date this Agreement is executed by both parties and
      ending twelve (12) months thereafter (the “Consulting Period”).

    


    2.
      Description of Consulting Services.
      The
      Consulting Services rendered by Consultant hereunder shall consist of
      consultations with management of the Company as such management may from time
      to
      time require during the term of this Agreement. Such consultation with
      management shall be with respect to legal consultations (“Legal Consultations”).
      Legal consultations may include the Company’s relationship with the community at
      large, prospective client negotiations, contract negotiations, and such other
      matters as may be agreed upon between the Company and Consultant.

    


    3.
      Compensation For Consulting Services.
      The
      Company shall pay to Consultant for said services rendered hereunder, payable
      as
      follows: Beginning April 1, 2006, and for four (4) consecutive months
      thereafter, Consultant shall receive Eight Thousand Dollars ($8,000.00) per
      month; beginning August 1, 2006 and for four (4) consecutive months thereafter,
      Consultant shall receive Ten Thousand Dollars ($10,000) per month; beginning
      December 1, 2006, and for three ((3) years thereafter, Consultant shall receive
      Twelve Thousand Dollars ($12,000) per month. Consultant shall receive Twelve
      Thousand Dollars ($12,000) per month for the three (3) years, up to and until
      May 1, 2009. Consultant shall receive a car allowance of One Eight Hundred
      Dollars ($800) per month for all aforementioned months and all consecutive
      months thereafter up to and until May 1, 2009. Any and all reasonable expenses
      incurred by Consultant beyond the aforementioned car allowance shall be
      reimbursed by Company, within fifteen (15) days after Consultant presents such
      expenses for payment.

    


    4.
      Health Insurance.
      The
      Consultant shall be eligible to receive health insurance and life insurance
      benefits available through the Company, under to the same or similar plan
      offered to the Company’s employees and/or other consultants. In addition to and
      except for the matters governed by this Agreement, the Consultant shall be
      entitled to: (i) benefits and perquisites, including but not limited to pension
      plans, deferred compensation plans, stock options, annual bonus plans, long
      term
      incentive plans, group life insurance, disability, sickness and accident
      insurance and health benefits under such plans and programs as maybe provided
      by
      the Company to other consultants of the Company from time to time; and (ii)
      paid
      vacation as well as holidays, leave of absence and leave for illness and
      temporary disability in accordance with the policies of the
      Company.

    


    5.
      Nonexclusive Undertakings.
      The
      Company expressly understands and agrees that Consultant shall not be prevented
      or barred form rendering services of the same nature as or a similar nature
      to
      those described in this Agreement, or of any nature whatsoever, for or on behalf
      of any person, firm, corporation, or entity other than the Company. Company
      understands and accepts that Consultant is currently providing consulting
      services to other private and public companies and will continue to do so during
      the term of this Agreement. Company also understands and accepts that Consultant
      will seek new clients to provide its consulting services to during the term
      of
      this Agreement.

    


    6.
      Disclaimer of Responsibility for Acts of the Company.
      The
      obligations of the Consultant described in this Agreement consists solely of
      the
      furnishing of information and advice to the Company. In no event shall
      Consultant be required by this Agreement to act as the agent of the Company
      or
      otherwise to represent or make decisions for the Company. All final decisions
      with respect to acts of the Company or its subsidiaries or affiliates. whether
      or not made pursuant to or in reliance on information or advice furnished by
      Consultant hereunder, shall be those of the Company or such subsidiary or
      affiliates, and the Consultant shall under no circumstances be liable for any
      expense incurred or loss suffered by the Company as a consequence of such
      decision.

    


    7.
      Limitation of Services.
      It is
      understood between the parties that neither the Consultant nor any of its
      partners or principals are providing legal service, accounting services,
      underwriting services, securities placement services, nor sale of securities,
      and such services must be retained by the Company at its own cost and expense.
      It is expressly acknowledged that Consultant will utilize its best efforts
      in
      performing the services contemplated hereby but no representations are made
      as
      to the ultimate success of any transaction or other action undertaken by the
      Company.

    


    8.
      Termination of Relationship.
      This
      Agreement shall, unless sooner terminated as provided herein below, continue
      until for the duration of the Consulting Period as defined in paragraph 1 herein
      above. Such term shall be renewed upon mutual agreement of the parties. This
      Agreement shall terminate upon the happening of any one of the following
      events:

    


    A.
      Either
      Consultant or the Company may terminate this Agreement upon thirty (30) days
      written notice to the other that a material breach by the other of the terms
      or
      covenants of this Agreement shall have occurred and such breach shall not have
      been cured with in ten days after such notice.

    


    B.
      Consultant or Company shall have the right (but not the obligation) to terminate
      this Agreement upon written notice to the Company if it reasonably determines
      that the Company or any of its directors, officers or controlling shareholders
      has engaged in any unlawful, wrongful or fraudulent act.

    


    C.
      Consultant shall have the right (but not the obligation) to terminate this
      Agreement upon written notice to the Company if it shall determine that any
      material facts concerning the Company represented to it during the course of
      performing its services are misstated or untrue or that the Company has
      intentionally failed to provide Consultant with material facts concerning the
      Company.

    


    9.
      Miscellaneous.

    


    A.
      Notices.
      Any
      notice or other communication required or permitted by any provision of this
      Agreement shall be in writing and shall be deemed to have been given or served
      for all purposes if delivered personally or sent by registered or certified
      mail, return receipt requested, postage prepaid, addressed to the parties as
      follows:

    


    To
      Consultant: M.
      Roxanne Cort

    6371
      Richmond Avenue, Suite 211

    Houston,
      TX 77057

    


    To
      the Company: Forster
      Drilling Corporation

    6371
      Richmond Avenue, Suite 275

    Houston,
      Texas 77057

    


    B.
      Entire Agreement.
      This
      Agreement constitutes the entire agreement between the parties relating to
      the
      subject matter of this Agreement and supersedes all prior discussions between
      the parties. There are no terms, obligations, covenants, express or implied
      warranties, representations, statements or conditions other than those set
      forth
      in this Agreement. No variations or modification of this Agreement or waiver
      of
      any of its terms or provisions shall be valid unless in writing and signed
      by
      both parties.

    


    C.
      Amendment.
      This
      Agreement shall not be modified or amended except by written agreement of the
      parties hereto.

    


    D.
      Governing Law.
      Each of
      the provisions of this Agreement shall be governed by and construed and enforced
      in accordance with the laws of the State of Texas, excluding its laws relating
      to conflict of laws.

    


    E.
      Counterpart.
      This
      Agreement may be executed in any number of counterparts, all of which shall
      be
      considered one and the same agreement.

    


    F.
      Delay; Partial Exercise.
      No
      failure or delay by any party in exercising any right, power or privilege under
      this Agreement shall operate as a waiver thereof; nor shall any single or
      partial exercise of any right, power or privilege hereunder preclude any other
      or further exercise thereof or the exercise of any other right, power or
      privilege.

    


    G.
      Severability.
      Should
      any part of the Agreement for any reason be declared invalid or unenforceable,
      such decision shall not affect the validity or enforceability of any remaining
      portion, which remaining portion shall remain in force and effect as if this
      Agreement had been executed with the invalid or unenforceable portion thereof
      eliminated and it is hereby declared the intention of the parties hereto that
      they would have executed the remaining portion of this Agreement without
      including therein any such part, parts or portion which may, for any reason,
      be
      hereafter declared invalid or unenforceable. Should any material term of this
      Agreement be in conflict any laws or regulations, the parties shall in good
      faith attempt to negotiate a lawful modification of this Agreement which will
      preserve, to the greatest extent possible, the original expectation of the
      parties.

    


    11.
      Indemnification and Hold Harmless.
      In
      connection with Consultant’s performing the services enumerated herein above,
      Consultant and its partners and principals will to a great extent be relying
      on
      information provided the Company and its officers and directors. Although
      Consultant will be reviewing all materials provided to it in connection with
      performing its duties, Consultant will not be conducting an independent “due
      diligence review”. Consequently, as a condition to Consultant’s performing the
      task enumerated herein, the Company and its officers and directors and each
      of
      them hereby agree to indemnify and hold Consultant and its officers, directors,
      partners and principals harmless against any losses, claims, damages,
      liabilities and expenses, whether joint or several and to defend them against
      any and all actions or causes of actions or threats of actions to which they
      may
      become subject and will reimburse them for any legal or other expenses including
      attorney’s fees and disbursements reasonably incurred by them in connection with
      investigation, preparing or defending any actions commenced or threatened or
      claim whatsoever whether or not resulting in any liability insofar as such
      are
      based upon (a) any untrue statement or alleged untrue statement of a material
      fact contained in any information provided to Consultant or (b) any omission
      or
      alleged omission of a material fact necessary to make any information provided
      to us not misleading.

    


    In
      witness whereof,
      the
      undersigned parties hereto have executed this Agreement on the dates set forth
      opposite their respective signatures.

    


    


    Dated:
      3/15/06                      M.
      Roxanne Cort

    


    By:
      /s/M.
      Roxanne Cort

    


    Dated:
      3/15/06                     Forster
      Drilling Corporation

    


    By:
      /s/W.
      Scott Thompson

    Secretary/Treasurer