EMPLOYMENT AGREEMENT-CULLEN HUDNALL


    EXHIBIT
      10.5

    


    EMPLOYMENT
      AGREEMENT

    


    This
      Employment Agreement
      ("Agreement") is entered into effective as of the date signed below between
      Forster Drilling Corporation, a
      Nevada
      corporation (the "Company"), and Cullen Hudnall (the "Executive").

    


    RECITALS

    


    WHEREAS,
      Forster
      Drilling Corporation (“is engaged in the business of providing petroleum
      drilling services, (the Company's Business); and 

    


    WHEREAS,
      Executive possess substantial knowledge and experience with respect to the
      Company's Business; and

    


    WHEREAS,
      the
      Company desires to employ the Executive to have the benefits of his expertise
      and knowledge. The Executive, in turn, desires employment with the Company.
      The
      parties, therefore, enter into this Agreement to establish the terms and
      conditions of the Executive's employment with the Company.

    


    In
      consideration of the mutual covenants and representations contained in this
      Agreement, the Company and the Executive agree as follows:

    


    
      	1.  	
              Employment
                of Executive; Duties. The Company agrees to employ the Executive
                and the
                Executive agrees to be employed by the Company, as Plant Manager,
                for the
                period specified in Section 3 (the "Employment Period"), subject
                to the
                terms and conditions of this Agreement. During the Employment Period,
                the
                Executive shall have such duties and responsibilities generally consistent
                with his position and such other duties not inconsistent with his
                title
                and position and as may be assigned to him by the Company, which
                may
                include providing similar services for each of the Company's subsidiaries,
                parents or affiliates. In connection therewith, Executive shall devote
                his
                best efforts, experience and judgment to fully discharge his duties
                and
                responsibilities under this Employment Agreement and as reasonably
                contemplated hereby, and shall act in conformity with the written
                and oral
                policies of the Company and within the limits, budgets, business
                plans and
                instructions as set by its Board of Directors. Executive shall be
                subject
                to the authority of the Company's Board of Directors and duly appointed
                officers.

            


    

    


    
      	2.  	
              Place
                of Employment and Travel. Executive acknowledges that the Company's
                offices and headquarters are currently located in Houston, Harris
                County,
                Texas, and shall be the initial site of Executives
                Employment.

            


    

    


    
      	3.  	
              Employment
                Period. The Employment Period shall begin on the first date the Company
                commences drilling operations and shall continue for three (3) years
                thereafter.

            


    

    


    
      	
              4. 
                

            	
              Base
                Salary. During the Employment Period, the Company shall pay the Executive.
                a
                minimum annual base
                salary of Eighty-Four Thousand Dollars (US $84,000.00). The base
                salary
                shall be payable in equal periodic installments which are not less
                frequent than the periodic installments in effect for salaries of
                other
                executives of the Company. The base salary shall be subject to review
                annually by the Board of Directors ("Board") (or a committee appointed
                by
                the Board) for upward adjustments based on the policies of the Company
                and
                tie Executive's contributions to the business of the Company.
                

            


    

    


    
      	
              5. 
                

            	
              Stock
                Bonuses. During the Employment Period, on the first anniversary of
                the
                date Executive became an employee of the Company, the Executive will
                earn
                a stock bonus in the amount of Fifty Thousand (50,000) common shares
                of
                the Company, on the second anniversary of the date Executive became
                an
                employee of the Company, the Executive will earn a stock bonus in
                the
                amount of One Hundred Thousand (100,000) common shares of the Company,
                and
                on the third anniversary of the date Executive became an employee
                of the
                Company, the Executive will earn a stock bonus in the amount of One
                Hundred Fifty Thousand (150,000) common shares of the Company. If
                the
                Executive is not employed with the Company on the respective anniversary
                date, the Executive shall have a right to the stock bonus which shall
                be
                pro-rated evenly over the months the Executive is employed during
                the year
                in which employment ceases. i.e. If the Executive is employed for
                six
                months then he shall be entitle to 50% of the stock for that year.
                Any
                shares earned by Executive pursuant to paragraph 5 herein will be
                “Restricted Securities” as such term is defined in Rule 144 as promulgated
                under the Securities Act of 1933 and thus will be subject to certain
                resale limitations as contained in Rule 144. Executive will be solely
                responsible for any tax consequences incurred upon payment of any
                stock
                bonuses.

            


    

    


    
      	
              6.
                 

            	
              Benefits.
                In addition to and except for the matters governed by this Agreement,
                the
                Executive shall be entitled to: (i) employee 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
                executives 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. Executive
                shall
                not be entitled to receive any benefits provided by the Company until
                the
                Executive has been employed by the Company for ninety (90)
                days.

            


    

    


    
      	
              7.
                 

            	
              Non-Disclosure;
                Non-Competition. As a condition to the Employment arrangement, Executive
                agrees to execute and comply with the terms and conditions of the
                "Employee Non-Disclosure and Non-Competition Agreement” attached hereto as
                Exhibit 1.

            


    

    


        8.
      Termination.

    


    
      	8.1  	
              Termination
                by the Company.

            


    

    


    
      	a.  	
              The
                Company, by action of its Board, may terminate the Executive's employment
                under this Agreement without Cause (as defined in herein below) at
                any
                time by giving notice thereof to the Executive at least sixty (60)
                days
                before the effective date of such termination. The Employment Period
                shall
                terminate as of the date of such termination of Employment.
                

            


    

    


    
      	b.  	
              The
                Company, by action of its Board, may terminate the Executive's employment
                under this Agreement for Cause at any time by notifying the Executive
                of
                such termination. For all purposes of this Agreement, the Employment
                Period shall end as of the date of such termination of employment.
                "Cause"
                means the Executive's: (i) persistent and repeated refusal, failure
                or
                neglect to perform the material duties of his employment under this
                Agreement, provided that such Cause shall be deemed to occur only
                after
                the Company gave notice thereof to the Executive specifying in reasonable
                detail the conduct constituting Cause, and the Executive failed to
                cure
                and correct his conduct within thirty (30) days after such notice;
                (ii)
                committing any act of fraud or embezzlement, provided that such Cause
                shall be deemed to occur only after the Company gave notice thereof
                to the
                Executive specifying in reasonable detail the instances of such conduct,
                and the Executive had the opportunity to be heard at a meeting of
                the
                Board; (iii) breach of the Employee Non-Disclosure and Non-Competition
                Agreement or of such other subsequent agreements entered into during
                the
                Employment Period that results in a detriment to the Company; (iv)
                conviction of a felony (including pleading guilty to a felony); or
                (v)
                habitual abuse of alcohol or drugs.

            


    

    


    
      	8.2  	
              Termination
                by the Executive. The Executive may terminate this Agreement at any
                time,
                for any reason or for no reason at ail, by giving notice thereof
                to the
                Company at least ninety (90) days before the effective date of such
                termination. The Employment Period shall terminate as of the date
                of such
                termination of employment.

            


    

    


    
      	8.3  	
              Severance
                Benefits.

            


    

    


    
      	a.  	
              If
                the Executive's employment under this Agreement is terminated before
                the
                end of the Employment Period by the Company without Cause or by the
                Executive for Good Reason (as defined in herein below), the Company
                shall
                continue to pay to the Executive his unpaid Base Salary through the
                time
                of termination and for a period extending sixty days thereafter.
                Additionally, the Executive shall be entitled to his share of the
                vested
                stock options through the date of termination which shall be paid
                to him
                at such time as the next payment is made to the other participants
                of the
                any stock option plan or the long term incentive
                plan.

            


    

    


    
      	b.  	
              If
                the Executive's employment under this Agreement is terminated by
                the
                Company for Cause, by the Executive without Good Reason or if the
                Executive dies or becomes totally disabled (as defined in herein
                below),
                the Company shall only pay the Executive a lump sum cash payment
                within
                thirty (30) days of the date of such termination, equal to the sum
                of: (i)
                Executive's unpaid Base Salary earned to the termination date; (ii)
                his
                share of the vested stock through the date of termination which shall
                be
                paid to him or his estate at such time as the next payment is made
                to the
                other participants of the any stock option
                plan.

            


    

    


    
      	c.  	
              "Good
                Reason" means: any material failure by the Company to pay or provide
                the
                compensation and benefits under this Agreement; provided that, in
                each
                such event, the Executive shall give the Company notice thereof which
                shall specify in reasonable detail the circumstances constituting
                Good
                Reason, and there shall be no Good Reason with respect to any such
                circumstances cured by the Company within thirty (30) days after
                such
                notice.

            


    

    


    
      	d.  	
              If
                the Executive is entitled to receive payments or other benefits under
                this
                Agreement upon the termination of his employment with the Company,
                the
                Executive hereby irrevocably waives the right to receive any payments
                or
                other benefits under any other severance or similar plan maintained
                by the
                Company ("Other Severance Plan"). 

            


    

    


    
      	8.4  	
              Termination
                by Death or Disability. This Agreement shall terminate automatically
                upon
                the Executive's death. If the Company determines in good faith that
                the
                Executive has a "total disability" (within the meaning of such term
                or of
                a similar term as defined in the Company's long-term disability plan
                as in
                effect from time to time), the Company may terminate his employment
                under
                this Agreement by notifying the Executive thereof at least thirty
                (30)
                days before the effective date of such
                termination.

            


    

    


    
      	
              9. 
                

            	
              Representation
                by Executive. Executive represents and warrants to the Company that
                his
                employment hereunder will not conflict with or result in a violation
                or
                breach of, or constitute a default under any contract, agreement
                or
                understanding to which he is or was a
                party.

            


    

    


    
      	
              10. 
                

            	
              Notices.
                Any notices, requests, demands and other communications provided
                for by
                this Agreement shall be sufficient if in writing and if sent by registered
                or certified mail to the Executive at the last address he has filed
                in
                writing with the Company or, in the case of the Company, to the Company's
                principal executive offices.

            


    

    


    
      	
              11. 
                

            	
              Withholding
                Taxes. The Company shall have the right, but not the duty, to the
                extent
                permitted by law, to withhold from any payment of any kind due to
                the
                Executive under this Agreement to satisfy the tax withholding obligations
                of the Company under applicable law.


            


    

    


    
      	
              12. 
                

            	
              Validity;
                Complete Agreement. The validity and enforceability of any provision
                hereof shall in no way affect the validity or enforceability of any
                other
                provision hereof. This Agreement sets forth the entire understanding
                and
                embodies the entire Agreement of the parties with respect to the
                subject
                matter covered hereby and supersedes all prior or contemporaneous
                oral or
                written agreements, understandings, arrangements, negotiations or
                communications, among the parties hereto.


            


    

    


    
      	
              13.
                 

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

            


    

    


    
      	
              14. 
                

            	
              Choice
                of Law; Jurisdiction and Venue. This Agreement shall be governed
                by and
                construed in accordance with the law of the State of Texas.
                The Parties consent to the exclusive jurisdiction of the Texas
                courts. Venue for any action brought hereunder shall be exclusively
                in the
                State of Texas, County of Harris.
                

            


    

    


    
      	
              15.
                 

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


            


    

    


    
      	
              16. 
                

            	
              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.
                

            


    

    


    
      	
              17.
                 

            	
              Successors
                and Assigns. This Agreement shall inure to the benefit of and be
                binding
                upon the Company and its successors and assigns. The Company shall
                have
                the right to assign this Agreement to any of its respective subsidiaries,
                parents or affiliates. The rights and obligations of Executive under
                this
                Agreement are personal to him and no such right or obligation shall
                be
                subject to voluntary or involuntary alienation, assignment, or
                transfer.

            


    

    


    Mandatory
      Arbitration. DISPUTES REGARDING THE EXECUTIVE'S EMPLOYMENT BY THE COMPANY,
      INCLUDING, WITHOUT LIMITATION, ANY DISPUTE UNDER THIS AGREEMENT WHICH CANNOT
      BE
      RESOLVED BY NEGOTIATIONS BETWEEN THE COMPANY AND THE EXECUTIVE SHALL BE
      SUBMITTED TO, AND SOLELY DETERMINED BY, FINAL AND BINDING ARBITRATION CONDUCTED
      UNDER THE RULES OF ARBITRATION OF THE STATE OF TEXAS
      APPLICABLE TO EMPLOYMENT DISPUTES, AND THE PARTIES AGREE TO BE BOUND BY THE
      FINAL AWARD OF THE ARBITRATOR IN ANY SUCH PROCEEDING. THE ARBITRATOR SHALL
      APPLY
      THE LAWS OF THE STATE OF TEXAS WITH RESPECT TO THE INTERPRETATION OR ENFORCEMENT
      OF ANY MATTER RELATING TO THIS AGREEMENT. ARBITRATION MAY BE HELD IN TEXAS,
      OR
      SUCH OTHER PLACE AS THE PARTIES HERETO MAY MUTUALLY AGREE, AND SHALL BE
      CONDUCTED BY A QUALIFIED ARITRATOR APPOINTED UNDER THE LAWS OF THE STATE OF
      TEXAS. JUDGMENT
      UPON THE
      AWARD BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION
      THEREOF.

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement to be executed as of this
      15th
      day of
      September, 2005

    


    


    Executive                 Witness

    


    /s/
      Cullen Hudnall             
 /s/
      Fred Forster      

    


    


    


    Forster
      Drilling Corporation       Witness

    


    By:
      /s/
      W.
      Scott Thompson          /s/
      Roxanne Cort     

    W.
      Scott
      Thompson, Director