EXHIBIT
      10.5

    


    INTERCREDITOR
      AGREEMENT

     

    This
      INTERCREDITOR AGREEMENT is dated as of January 3, 2008, and entered into by
      and
      among FIRST SECURITY BANK, as trustee and collateral agent under the Senior
      Note
      Indenture (as hereinafter defined) the
      (“Senior
      Note Trustee”),BANK
      OF
      THE OZARKS in its capacity as trustee and collateral agent under the
      Subordinated Note Indenture (as hereinafter defined) (the “Subordinated
      Note Trustee”),
      FORSTER DRILLING CORPORATION, a Nevada corporation, (the “Borrower”)
      and
Forster
      Drilling, Inc., a Texas corporation, Forster Tool & Supply, Inc., a Nevada
      corporation, and Forster Exploration & Production, Inc., a Nevada
      corporation (individually,
      as “Subsidiary”
and,
      collectively, the “Subsidiaries”).
      Capitalized terms used herein but not otherwise defined herein have the meanings
      set forth in Section 1 below.

    


    RECITALS

    


    WHEREAS,
      the Borrower and the Senior Notes Trustee have entered into an Indenture of
      even
      date herewith (the “Senior
      Note Indenture”)
      relating to the Borrower’s Senior Secured Notes Due January 15, 2013 (the
“Senior
      Notes”);

    


    WHEREAS,
      Borrower’s obligations under the Senior Note Indenture are secured by a first
      priority Lien in the Common Collateral, which Lien is memorialized in the Senior
      Note Collateral Documents;

    


    WHEREAS,
      the Borrower and the Subordinated Note Trustee, have entered into an Indenture
      of even date herewith (the “Subordinated
      Note Indenture”)
      relating to the Borrowers Subordinated Secured Notes due January 15, 2013 (the
      “Subordinated
      Notes”);

    


    WHEREAS,
      Borrower’s obligations in respect of the Subordinated Note Indenture and
      Subordinated Notes are secured by, among other things, a second priority Lien
      in
      the Common Collateral, which Lien is memorialized in the Subordinated Note
      Collateral Documents; and

    


    WHEREAS,
      the parties hereto have agreed to execute and deliver this Agreement for the
      purpose of setting forth the relative priority of the Liens created or to be
      created pursuant to or in connection with the Collateral Documents in respect
      of
      the exercise of the rights and remedies regarding the Common Collateral and
      the
      application of the proceeds thereof;

    


    NOW,
      THEREFORE, in consideration of the foregoing, the mutual covenants and
      obligations herein set forth and for other good and valuable consideration,
      the
      adequacy and receipt of which are hereby acknowledged, and in reliance upon
      the
      representations, warranties and covenants herein contained, the parties hereto,
      intending to be legally bound, hereby agree as follows:

    


    SECTION
      1. Definitions.
      As used
      in this Agreement, the following terms shall have the following meanings (such
      meanings to be equally applicable to both the singular and the plural form
      of
      the terms indicated):


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    “Action
      Period”
shall
      have the meaning set forth in Section 3.1(b)(ii).

    


    “Agreement”
means
      this Intercreditor Agreement, as amended, supplemented, amended and restated
      or
      otherwise modified from time to time in accordance with the terms
      hereof.

    


    “Bank
      Accounts” have the meaning ascribed to it in the Senior Note Security Agreement
      and the Subordinated Note Security Agreement.

    


    “Bankruptcy
      Code”
means
      the Bankruptcy Reform Act of 1978, as codified at title 11 of the United States
      Code and as amended from time to time.

    


    “Borrower”
shall
      have the meaning set forth in the Preamble of this Agreement.

    


    “Collateral
      Documents”
means
      the Senior Note Collateral Documents and the Subordinated Note Collateral
      Documents.

    


    “Common
      Collateral”
means
      the Common Real Estate Collateral and the Common Personal Property
      Collateral.

    


    “Common
      Personal Property Collateral”
means
      the collateral described in the Senior Note Security Agreement, the Senior
      Note
      Pledge Agreement, Subordinated Note Security Agreement and the Subordinated
      Note
      Pledge Agreement.

    


    “Common
      Real Estate Collateral”
means
      the real property described in the
      Senior Note Deed of Trust and the Subordinated Note Deed of
      Trust.

    


    “Discharge
      of Senior Note Claims”
means,
      except to the extent otherwise provided in Section 6.5, the indefeasible payment
      in full in cash of all Senior Note Claims.

    


    “Enforcement
      Demand”
shall
      have the meaning set forth in Section 3.1(b)(ii).

    


    “Insolvency
      or Liquidation Proceeding”
means
      any voluntary or involuntary case or proceeding under the Bankruptcy Code or
      the
      laws of any other applicable jurisdiction.

    


    “Lien”
means,
      with respect to any asset, any mortgage, lien, pledge, charge, security
      interest, embargo or encumbrance of any kind in respect of such asset, whether
      or not filed, recorded or otherwise perfected under applicable law, including
      any conditional sale or other title retention agreement, any lease in the nature
      thereof, any option or other agreement to sell or give a security interest
      in
      and any filing of or agreement to give any financing statement under the UCC
      (or
      equivalent statutes) of any jurisdiction, including, without limitation, the
      State of Texas.

    


    “Person”
means
      an individual, corporation, partnership (general or limited), limited liability
      company, joint venture, trust, estate, unincorporated association,
      unincorporated organization, governmental entity or political subdivision
      thereof, or any other entity.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    “Pledged
      Securities”
has
      the
      definition ascribed to it in the Senior Note Pledge Agreement and the
      Subordinated Note Pledge Agreement. 

    


    “Recovery”
      shall
      have the meaning set forth in Section 6.5.

    


    “Senior
      Note Claims”
means
      all of Borrower’s obligations outstanding at any time under or in connection
      with the Senior Note Documents. Senior Note Claims shall include all interest
      accrued or accruing (or which would, absent the commencement of an Insolvency
      or
      Liquidation Proceeding, accrue) after the commencement of an Insolvency or
      Liquidation Proceeding in accordance with and at the rate specified in the
      Senior Note Indenture whether or not the claim for such interest is allowed
      as a
      claim in such Insolvency or Liquidation Proceeding. To the extent any payment
      with respect to Senior Note Claims is declared to be fraudulent or preferential
      in any respect, set aside or required to be paid to a debtor in possession,
      trustee, receiver or similar Person, then the obligations or part thereof
      originally intended to be satisfied shall be deemed to be reinstated and
      outstanding as if such payment had not occurred.

    


    “Senior
      Note Enforcement Action”
shall
      have the meaning set forth in Section 3.1(a).

    


    “Senior
      Note Indenture”
shall
      have the meaning set forth in the Recitals of this Agreement.

    


    “Senior
      Note Collateral Documents”
means,
      collectively, the Senior Note Indenture, the Senior Note Deed of Trust, the
      Senior Note Pledge Agreement, the Senior Note Security Agreement and any other
      document or instrument executed and delivered pursuant to any Senior Note
      Document at any time or otherwise pursuant to which a Lien is granted by the
      Borrower or any other obligor under the Senior Note Documents to secure the
      Senior Note Claims or under which rights or remedies with respect to any such
      Lien are governed, as the same may be amended, supplemented, amended and
      restated or otherwise modified from time to time.

    


    “Senior
      Note Documents”
means,
      collectively, the Senior Note Indenture, the Senior Notes, the other Senior
      Note
      Collateral Documents and any other document or instrument executed and delivered
      pursuant to or in connection therewith at any time or otherwise evidencing
      any
      Senior Note Claims, as the same may be amended, supplemented, amended and
      restated or otherwise modified from time to time. 

    


    “Senior
      Note Guaranties”
means,
      collectively, the guaranties provided by the “Guarantors” (as defined in the
      Indenture) in Article 11 of the Senior Note Indenture to secure the Senior
      Note
      Claims.

    


    “Senior
      Note Deed of Trust”
means
      that certain Deed of Trust dated of even date herewith encumbering real property
      located in Odessa, Texas.

    


    “Senior
      Note Pledge Agreement”
means
      any “Senior Note Pledge Agreement” (as defined in the Senior Note
      Indenture).


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    “Senior
      Note Security Agreement”
means
      any “Senior Note Security Agreement” (as defined in the Senior Note
      Indenture).

    


    “Senior
      Note Liens”
means
      the first priority Liens on the Common Collateral created or to be created
      as
      collateral security for the Senior Note Claims pursuant to the Senior Note
      Collateral Documents.

    


    “Standstill
      Period”
shall
      have the meaning set forth in Section 3.1(b)(ii).

    


    “Subordinated
      Note Claims”
means
      all indebtedness, obligations and other liabilities (contingent or otherwise)
      arising under or with respect to the Subordinated Note Documents or any of
      them.
      Subordinated Note Claims shall include all interest accrued or accruing (or
      which would, absent the commencement of an Insolvency or Liquidation Proceeding,
      accrue) after the commencement of an Insolvency or Liquidation Proceeding in
      accordance with and at the rate specified in the Subordinated Note Indenture
      and/or the Subordinated Note whether or not the claim for such interest is
      allowed as a claim in such Insolvency or Liquidation Proceeding. To the extent
      any payment with respect to Subordinated Note Claims is declared to be
      fraudulent or preferential in any respect, set aside or required to be paid
      to a
      debtor in possession, trustee, receiver or similar Person, then the obligations
      or part thereof originally intended to be satisfied shall be deemed to be
      reinstated and outstanding as if such payment had not occurred.

    


    “Subordinated
      Note Indenture”
shall
      have the meaning set forth in the Recitals of this Agreement.

    


    “Subordinated
      Note Collateral Documents”
means,
      collectively, the Subordinated Note Indenture, the Subordinated Note Deed of
      Trust, the Subordinated Note Pledge Agreement, the Subordinated Note Security
      Agreement and any other document or instrument executed and delivered pursuant
      to any Subordinated Note Document at any time or otherwise pursuant to which
      a
      Lien is granted by the Borrower or any other obligor under the Subordinated
      Note
      Documents to secure the Subordinated Note Claims or under which rights or
      remedies with respect to any such Lien are governed, as the same may be amended,
      supplemented, amended and restated or otherwise modified from time to
      time.

    


    “Subordinated
      Note Documents”
means,
      collectively, the Subordinated Note Indenture, the Subordinated Notes, the
      Subordinated Note Collateral Documents and any other document or instrument
      executed and delivered pursuant to or in connection therewith at any time or
      otherwise evidencing any Subordinated Note Claims, as the same may be amended,
      supplemented, amended and restated or otherwise modified from time to time.
      

    


    “Subordinated
      Note Guaranties”
means,
      collectively, (i) the guaranties provided by the “Guarantors” (as defined in the
      Subordinate Note Indenture) in Article 11 of the Subordinated Note Indenture
      to
      secured the Subordinated Note Claims.

    


    “Subordinated
      Note Deed of Trust”
means
      that certain Deed of Trust dated of even date herewith encumbering the real
      property located in Odessa, Texas.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    “Subordinated
      Note Pledge Agreement”
means
      any “Subordinated Note Pledge Agreement” (as defined in the Subordinated Note
      Indenture).

    


    “Subordinated
      Note Liens”
means
      the second priority Liens on the Common Collateral created or to be created
      as
      collateral security for the Subordinated Note Claims pursuant to the
      Subordinated Note Collateral Documents.

    


    “Subordinated
      Note Security Agreement”
means
      any “Subordinated Note Security Agreement” (as defined in the Subordinated Note
      Indenture).

    


    “UCC”
means
      the Uniform Commercial Code in effect in the State of Texas, as it may be
      amended from time to time.

    


    SECTION
      2. Lien
      Priorities.

    


    2.1
      Priority.
      Notwithstanding the date, manner or order of grant, attachment or perfection
      of
      any Senior Note Liens or Subordinated Note Liens and notwithstanding any
      provision of the UCC, or any other applicable law, the avoidance or setting
      aside of any Senior Note Liens or Subordinated Note Liens or any other
      circumstance whatsoever, the Subordinated Note Trustee, on behalf of itself
      and
      the Subordinated Note holders, hereby agrees that: (a) any Senior Note Liens
      now
      or hereafter held by the Senior Note Trustee shall be first in priority and
      superior to any Subordinated Note Liens now or hereafter held by the
      Subordinated Note holders or the Subordinated Note Trustee for itself and on
      behalf of the Subordinated Note holders and (b) any Subordinated Note Liens
      now
      or hereafter held by the Subordinated Note holders or the Subordinated Note
      Trustee for itself and on behalf of the Subordinated Note holders, regardless
      of
      how acquired, whether by grant, statute, operation of law, subrogation or
      otherwise, shall be second in priority and inferior in all respects to any
      Senior Note Liens. All Senior Note Liens shall be and remain first in priority
      and superior to any and all Subordinated Note Liens for all purposes
      whatsoever.

    


    2.2
      Prohibition
      on Contesting Liens.
      The
      Subordinated Note Trustee, for itself and on behalf of each Subordinated Note
      holder, agrees that it shall not (and hereby waives any right to) contest or
      support any other Person in contesting, in any proceeding (including any
      Insolvency or Liquidation Proceeding), the first priority, validity and/or
      enforceability of any Senior Note Liens. The Senior Note Trustee agrees that
      it
      shall not (and hereby waives any right to) contest or support any other Person
      in contesting, in any proceeding (including any Insolvency or Liquidation
      Proceeding), the second priority, validity and/or enforceability of any
      Subordinated Note Liens.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    SECTION
      3. Enforcement.
      

    


    3.1
      Exercise
      of Remedies.
      (a)
      Except as provided in paragraph (b) below, so long as the Discharge of Senior
      Note Claims has not occurred, whether or not any Insolvency or Liquidation
      Proceeding has been commenced by or against the Borrower (i) the Subordinated
      Note Trustee and the Subordinate Note holders will not exercise or seek to
      exercise any rights or remedies (including by way of setoff) with respect to
      any
      Common Collateral, institute any action or proceeding with respect to such
      rights or remedies, including any action of foreclosure, or contest, protest
      or
      object to any foreclosure proceeding or action brought by the Senior Note
      Trustee or any other exercise by the Senior Note Trustee of any rights and
      remedies relating to the Common Collateral under the Senior Note Documents
      or
      otherwise, or object to the forbearance by the Senior Note Trustee from bringing
      or pursuing any foreclosure proceeding or action or any other exercise of any
      rights or remedies relating to the Common Collateral (“Subordinated
      Note Enforcement
      Action”)
      and
      (ii) the Senior Note Trustee shall have the exclusive right to enforce rights,
      exercise remedies (including by way of setoff and the right to credit bid their
      debt), refrain from enforcing or exercising remedies, and make determinations
      regarding release, disposition, or restrictions with respect to the Common
      Collateral without any consultation with or the consent of the Subordinated
      Note
      Trustee or any Subordinated Note holder, all as if the Subordinated Note Liens
      did not exist (“Senior
      Note Enforcement Action”);
      provided that (A) in any Insolvency or Liquidation Proceeding commenced by
      or
      against the Borrower, the Subordinated Note Trustee or any Subordinated Note
      holder may file a claim or statement of interest with respect to the
      Subordinated Note Claims, (B) the Subordinated Note Trustee or any Subordinated
      Note holder may take any action not adverse to the Senior Note Liens in order
      to
      establish, preserve, perfect or protect its rights in the Common Collateral,
      (C)
      the Subordinated Note Trustee or any Subordinated Note holder shall be entitled
      to file any pleadings, objections, motions or agreements which assert rights
      or
      interests available to it under either the Bankruptcy Code, similar law of
      any
      other applicable jurisdiction or applicable non-bankruptcy law, in each case
      not
      otherwise in contravention of the terms of this Agreement and (D) the
      Subordinated Note Trustee or any Subordinated Note holder shall be entitled
      to
      file any proof of claim and other filings and make any arguments and motions
      in
      order to preserve or protect the Subordinated Note Liens and the Subordinated
      Note Claim that are, in each case, not otherwise in contravention of the terms
      of this Agreement, with respect to the Subordinated Note Indenture, the
      Subordinated Note Claims, and the Common Collateral. In exercising any Senior
      Note Enforcement Action, the Senior Note Trustee may enforce the provisions
      of
      the Senior Note Documents and exercise remedies thereunder, all in such order
      and in such manner as it may determine in the exercise of its sole discretion.
      Such exercise and enforcement shall include the rights of an agent appointed
      by
      the Senior Note Trustee to sell or otherwise dispose of Common Collateral upon
      foreclosure, to incur expenses in connection with such sale or disposition,
      and
      to exercise all the rights and remedies of a secured party under the UCC or
      the
      laws of any other applicable jurisdiction and of a secured creditor under the
      Bankruptcy Code or any similar laws of any applicable jurisdiction.


    


    (b)
      Notwithstanding the provisions of paragraph (a) above,

    


    (i)
      the
      Subordinated Note Trustee and any Subordinated Note holder shall have the right
      to take a Senior Note Enforcement Action at any time after the Senior Note
      Trustee shall have accelerated the maturity of the Senior Note Claims and thirty
      (30) days shall have elapsed after such acceleration during which period the
      acceleration and the default or event of default on which it was based were
      not
      waived and the acceleration was not rescinded by the Senior Note Trustee;
      or


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    (ii)
      in
      the event that (A) an Event of Default under the Subordinated Note Indenture
      shall have occurred, (B) the Subordinated Note Trustee or the Subordinated
      Note
      holders shall have given the Senior Note Trustee written notice of such event
      of
      default, (C) one hundred twenty (120) days have elapsed from such notice (the
      “Standstill
      Period”)
      and
      the Borrower has not cured such default or caused it to be cured within the
      Standstill Period, (D) the Senior Note Trustee shall not have accelerated the
      maturity of the Senior Note Claims within the Standstill Period, (E) the
      Subordinated Note Trustee or the Subordinated Note holders shall not have waived
      in writing such default, and (F) such default shall be continuing on the last
      day of the Standstill Period, then the Subordinated Note Trustee or the
      Subordinated Note holders shall have the right to demand by written notice
      delivered to the Senior Note Trustee and in accordance with the Subordinated
      Note Indenture (such notice, an “Enforcement
      Demand”)
      that
      the Senior Note Trustee initiate a Senior Note Enforcement Action toward
      collection of the Senior Note Claims and/or enforcement of the Senior Note
      holders’ rights, powers or remedies under the Senior Note Indenture or
      applicable law as it relates thereto. Upon receipt of an Enforcement Demand,
      the
      Senior Note Trustee shall have a period of thirty (30) days (the “Action
      Period”)
      within
      which to initiate a Senior Note Enforcement Action. If the Senior Note Trustee
      initiates a Senior Note Enforcement Action during the Action Period, the Senior
      Note Trustee shall promptly give written notice of such action to the
      Subordinated Note Trustee and thereafter the Subordinated Note Trustee and
      the
      Subordinated Note holders shall refrain from taking any Senior Note Trustee
      Enforcement Action based on such default. If the Senior Note Trustee fails
      to
      initiate a Senior Note Enforcement Action during the Action Period, the
      Subordinated Note Trustee or the Subordinated Note holders may, in its or their
      sole discretion at any time and from time to time thereafter take one or more
      Subordinated Note Enforcement Actions if, but only if, the Borrower shall have
      not cured such Event of Default or caused it to be cured and such Event of
      Default shall continue to exist until immediately prior to the taking of the
      Subordinated Note Enforcement Action. In the event the Senior Note Trustee shall
      accelerate the maturity of the Senior Note Claims at any time prior to the
      taking of the Subordinated Note Enforcement Action, clause (b)(i) above shall
      be
      applicable.

    


    (c)
      The
      Subordinated Note Trustee, for itself and on behalf of the Subordinated Note
      holders, agrees that, subject to the provisions of paragraph (b)(ii) above,
      it
      and the Subordinated Note holders will not take any action that would hinder
      or
      cause to delay any Senior Note Enforcement Action, including, without
      limitation, any sale, lease, exchange, transfer or other disposition of
      the
      Common Collateral, whether by foreclosure or otherwise, and the Subordinated
      Note Trustee, for itself and on behalf of the Subordinated Note holders, hereby
      waives any and all rights it or the Subordinated Note holders may have as a
      junior lienholder or otherwise as to the Common Collateral (whether arising
      under the UCC or the laws of any other applicable jurisdiction) to object to
      any
      lawful manner in which the Senior Note Trustee seek to enforce the Senior Note
      Liens.

    


    (d)
      The
      Subordinated Note Trustee acknowledges and agrees that no covenant, agreement
      or
      restriction contained in the Subordinated Note Documents shall be deemed to
      restrict in any way the rights and remedies of the Senior Note Trustee with
      respect to the Common Collateral as set forth in this Agreement and the Senior
      Note Documents.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    SECTION
      4. Payments.

    


    4.1
      Application
      of Proceeds.
      So long
      as the Discharge of Senior Note Claims has not occurred, the cash proceeds
      of
      Common Collateral received in connection with the sale, transfer or other
      disposition of such Common Collateral upon the exercise of remedies shall be
      applied by the Senior Note Trustee to the Senior Note Claims (for application
      in
      such order as specified in the Senior Note Documents) until the Discharge of
      Senior Note Claims has occurred. Upon the Discharge of Senior Note Claims,
      the
      Senior Note Trustee shall deliver to the Subordinated Note Trustee (for
      application in such order as specified in the Subordinated Note Documents)
      any
      proceeds of Common Collateral held by it in the same form as received, with
      any
      necessary endorsements or as a court of competent jurisdiction may otherwise
      direct.

    


    4.2
      The
      Subordinated Note Trustee, on behalf of itself and the Subordinated Note
      holders, agrees that it will not, in connection with the exercise of any right
      or remedy (including by way of setoff) with respect to any Common Collateral,
      take or receive any Common Collateral or any proceeds of Common Collateral
      unless and until the Discharge of Senior Note Claims has occurred. In the event
      any Common Collateral or proceeds thereof are received by the Subordinated
      Note
      Trustee in violation of this Agreement, such Common Collateral and/or proceeds
      shall be segregated and held in trust for the benefit of the Senior Note Trustee
      in the same form as received, and shall not be applied to the satisfaction
      of
      any Subordinated Note Claims. Without limiting the generality of the foregoing,
      unless and until the Discharge of Senior Note Claims has occurred,
      except
      as expressly provided in Section 3.1(b),
      the sole
      right of the Subordinated Note Trustee and the Subordinated Note holders as
      secured parties with respect to the Common Collateral is to hold a perfected
      Lien on the Common Collateral pursuant to the Subordinated Note Collateral
      Documents for the period and to the extent granted therein and to receive a
      share of the proceeds thereof, if any, after the Discharge of Senior Note Claims
      has occurred.

    


    SECTION
      5. Other
      Agreements.

    


    5.1
      Insurance.
      Unless
      and until the Discharge of Senior Note Claims has occurred, the Senior Note
      Trustee shall have the sole and exclusive right, subject to the rights of the
      Borrower under
      the
      Senior Note Documents, to adjust settlement for any insurance policy covering
      the Common Collateral in the event of any loss thereunder. Unless
      and until
      the
      Discharge of Senior Note Claims has occurred, all proceeds of any such policy
      and any such award if in respect of the Common Collateral shall be paid to
      the
      Senior Note Trustee to the extent required under the Senior Note Documents
      and
      thereafter to the Subordinated Note Trustee for the benefit of the Subordinated
      Note holders to the extent required under the Subordinated Note Documents and
      then to the Borrower or as a court of competent jurisdiction may otherwise
      direct.

    


    5.2
      Amendments
      to Collateral Documents.
      Unless
      and until the Discharge of Senior Note Claims has occurred, without the prior
      written consent of the Senior Note Trustee, no Subordinated Note Collateral
      Document may be amended, supplemented or otherwise modified or entered into
      to
      the extent such amendment, supplement or modification, or the terms of any
      new
      Subordinated Note Collateral Document, would be inconsistent with any of the
      terms of this Agreement as to the Common Collateral. The Subordinated Note
      Trustee agrees that each Subordinated Note Collateral Document that deals with
      Common Collateral shall include by incorporation through this reference the
      following language:


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    “Notwithstanding
      anything herein to the contrary, the second priority lien and security interest
      granted to the Subordinated Note Trustee pursuant to this agreement on the
      Common Collateral described in the Intercreditor Agreement (as defined below)
      and the exercise of any right or remedy by the Subordinated Note Trustee
      hereunder with respect to the Common Collateral subject to such second priority
      lien are subject to the provisions of that certain Intercreditor Agreement,
      dated as of November __, 2007 (as amended, supplemented, amended and restated
      or
      otherwise modified from time to time, the "Intercreditor
      Agreement"),
      among
      First Security Bank, Forster Drilling Corporation, Forster
      Drilling, Inc., Forster Tool & Supply, Inc. and Forster Exploration &
Production, Inc.
      In the
      event of any conflict between the terms of the Intercreditor Agreement and
      this
      agreement, the terms of the Intercreditor Agreement shall govern.”

    


    5.3
      Bailee
      for Perfection and control of Common Personal Property
      Collateral.
      

    


    (a)
      Solely for the purpose of perfecting the security interest in the Pledged
      Securities, and Bank Account (if requested), and subject to the terms and
      conditions of this Section 5.3, the Senior Note Trustee agrees to hold the
      certificates evidencing the Pledged Securities and the Bank Account (if
      requested and subject to a bank account agreement) in its possession or control
      (or in the possession or control of its agents or bailees) as bailee for the
      Subordinated Note Trustee and the Subordinated Note holders and any assignee
      thereof. 

    


    (b)
      The
      rights of the Subordinated Note Trustee and Subordinated Note holders with
      respect to the Common Personal Property Collateral shall at all times be subject
      to the terms of this Agreement and to the Senior Note Trustee’s rights under the
      Senior Note Documents.

    


    (c)
      The
      Senior Note Trustee shall have no obligation whatsoever to the Subordinated
      Note
      Trustee or any Subordinated Note holders to assure that the Common Personal
      Property Collateral is genuine or owned by the Borrower or to preserve rights
      or
      benefits of any Person except as expressly set forth in this Section 5.3. The
      duties or responsibilities of the Senior Note Trustee under this Section 5.3
      shall be limited solely to holding the Securities and Bank Account (if
      requested) as bailee for the Subordinated Note Trustee for purposes of
      perfecting the Lien held by the Subordinated Note Trustee on the Securities
      and
      Bank Account (if requested).

    


    (d)
      The
      Senior Note Trustee shall not have by reason of the Subordinated Note Collateral
      Documents or this Agreement or any other document a fiduciary relationship
      in
      respect of the Subordinated Note Trustee or any Subordinated Note
      holder.

    


    (e)
      Upon
      the Discharge of Senior Note Claims, the Senior Note Trustee shall deliver
      to
      the Subordinated Note Trustee, at the sole cost and expense of the Borrower,
      the
      Common Personal Property Collateral in its possession together with any
      necessary endorsements (or otherwise allow the Subordinated Note Trustee to
      obtain control of such Common Personal Property Collateral) to the extent
      required by the Subordinated Note Documents or as a court of competent
      jurisdiction may otherwise direct.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    SECTION
      6. Insolvency
      or Liquidation Proceedings.
      

    


    6.1
      Financing
      Issues.
      If
      Borrower shall be subject to any Insolvency or Liquidation Proceeding and the
      Senior Note Trustee shall desire to permit the use of cash collateral or to
      permit the Borrower to obtain financing under Section 363 or Section 364 of
      the
      Bankruptcy Code (“DIP
      Financing”),
      then
      the Subordinated Note Trustee, on behalf of itself and the Subordinated Note
      holders, agrees that it will raise no objection to such use or DIP Financing
      and
      will not request adequate protection or any other relief in connection therewith
      (except to the extent permitted by Section 6.3) and, to the extent the Senior
      Note Liens are junior in priority or pari
      passu
      with
      such DIP Financing, will maintain the priority of its Liens in the Common
      Collateral as junior in priority to such Senior Note Liens on the same basis
      as
      the other Subordinated Note Liens are second in priority to the Senior Note
      Liens under this Agreement.

    


    6.2
      Relief
      from the Automatic Stay.
      While
      any Senior Note Claims is outstanding or any commitment under any DIP Financing
      provided by the Senior Note Trustee is in effect, the Subordinated Note Trustee,
      on behalf of itself and the Subordinated Note holders, agrees that none of
      them
      shall seek relief from the automatic stay or any other stay in any Insolvency
      or
      Liquidation Proceeding in respect of the Common Collateral, without the prior
      written consent of the Senior Note Trustee.

    


    6.3
      Adequate
      Protection.
      The
      Subordinated Note Trustee, on behalf of itself and the Subordinated Note
      holders, agrees that none of them shall contest (or support any other Person
      contesting) (a) any request by the Senior Note Trustee for adequate protection
      or (b) any objection by the Senior Note Trustee to any motion, relief, action
      or
      proceeding which objection is based on the Senior Note Trustee claiming a lack
      of adequate protection. Notwithstanding the foregoing contained in this Section
      6.3, in any Insolvency or Liquidation Proceeding, in the event the Subordinated
      Note Trustee, on behalf of itself and the Subordinated Note holders, seeks
      or
      requests adequate protection and such adequate protection is granted in the
      form
      of collateral that would constitute Common Collateral, then the Subordinated
      Note Trustee, on behalf of itself or any of the Subordinated Note holders,
      agrees that the Senior Note Trustee shall also be granted a Lien on such Common
      Collateral as security for the Senior Note Claims and any such DIP Financing
      and
      that any Lien on such Common Collateral securing the Subordinated Note Claims
      shall be junior in priority to the Liens on such Common Collateral securing
      the
      Senior Note Claims and any such DIP Financing.

    


    6.4
      No
      Waiver; Voting Rights.
      Nothing
      contained herein shall prohibit or in any way limit Senior Note Trustee from
      objecting in any Insolvency or Liquidation Proceeding or otherwise to
      any
      action taken by the Subordinated Note Trustee or any of the Subordinated
      Note holders, including the seeking by the Subordinated Note holders or
      any Subordinated
      Note Trustee of adequate protection or the asserting by the Subordinated Note
      holders or the Subordinated Note Trustee of any of its rights and remedies
      under
      the Subordinated Note Documents or otherwise. 


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    6.5
      Preference
      Issues.
      If the
      Senior Note Trustee is required in any Insolvency or Liquidation Proceeding
      or
      otherwise to turn over or otherwise pay to the estate of Borrower any amount
      as
      a preference (a “Recovery”),
      then
      the Senior Note Trustee shall be entitled to a reinstatement of the Senior
      Note
      Claims with respect to all such recovered amounts. If this Agreement shall
      have
      been terminated prior to such Recovery, this Agreement shall be reinstated
      in
      full force and effect, and such prior termination shall not diminish, release,
      discharge, impair or otherwise affect the obligations of the parties hereto
      from
      such date of reinstatement.

    


    6.6
      Reorganization
      Securities.
      If, in
      any Liquidation or Insolvency Proceeding, debt obligations of the reorganized
      debtor secured by Liens upon any property of the reorganized debtor are
      distributed, pursuant to a plan of reorganization or similar dispositive
      restructuring plan, both on account of the Senior Note Claims and on account
      of
      the Subordinated Note Claims, then, to the extent the debt obligations
      distributed on account of the Senior Note Claims and on account of the
      Subordinated Note Claims are secured by Liens upon the Common Collateral, the
      provisions of this Agreement will survive the distribution of such debt
      obligations pursuant to such plan and will apply with like effect to the Liens
      on the Common Collateral securing such debt obligations.

    


    6.7
      Expense
      Claims.
      Neither
      the Subordinated Note Trustee nor any Subordinated Note holder will assert
      or
      enforce, at any time prior to the Discharge of Senior Note Claims, any claim
      under Section 506(c) of the Bankruptcy Code senior to or on a parity with the
      Senior Note Liens for costs or expenses of preserving or disposing of any Common
      Collateral.

    


    6.8
      Post-Petition
      Claims.

    


    (a)
      Neither the Subordinated Note Trustee nor any Subordinated Note holder shall
      oppose or seek to challenge any claim by the Senior Note Trustee for allowance
      in any Insolvency or Liquidation Proceeding of Senior Note Claims consisting
      of
      post-petition interest, fees or expenses to the extent of the value of the
      Subordinated Note Liens, without regard to the existence of the Subordinated
      Note Liens.

    


    (b)
      The
      Senior Note Trustee shall not oppose or seek to challenge any claim by the
      Subordinated Note Trustee or any Subordinate Note holder for allowance in any
      Insolvency or Liquidation Proceeding of Subordinated Note Trustee Claims
      consisting of post-petition interest, fees or expenses to the extent of the
      value of the Subordinated Note Liens (after taking into account the Senior
      Note
      Liens).

    


    6.9
      Proofs
      of Claim.
      Subject
      to the limitations set forth in this Agreement, the Senior Note Trustee may
      file
      proofs of claim and other pleadings and motions with respect to any Senior
      Note
      Claims or the Common Collateral in any Insolvency or Liquidation Proceeding.
      If
      a proper proof of claim has not been filed in the form required in such
      Insolvency or Liquidation Proceeding at least ten (10) days prior to the
      expiration of the time for filing thereof, the Senior Note Trustee shall have
      the right (but not the duty) to file an appropriate claim for and on behalf
      of
      the Subordinated Note Trustee for the benefit of the Subordinated Note holders
      with respect to its rights on the Common Collateral; provided that the Senior
      Note Trustee shall have provided written notice of its intent to file a proof
      of
      claim on behalf of the Subordinated Note holders to the Subordinated Note
      Trustee at least the lesser of (x) five (5) days and (y) the number of days
      remaining in the ten (10) day period described in this sentence, in each case
      before so filing. In furtherance of the foregoing, the Subordinated Note Trustee
      hereby appoints the Senior Note Trustee as its attorney-in-fact, with full
      authority in the place and stead of the Subordinated Note Trustee and full
      power
      of substitution and in the name of the Subordinated Note holders or otherwise,
      to execute and deliver any document or instrument that the Collateral Agent
      is
      required or permitted to deliver pursuant to this Section 6.9, such appointment
      being coupled with an interest and irrevocable.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    


    SECTION
      7. Reliance;
      Waivers; etc.

    


    7.1
      Reliance.
      The
      consent by the Senior Note Trustee to the execution and delivery of the
      Subordinated Note Documents as to the Common Collateral and the grant to the
      Subordinated Note Trustee, on behalf of the Subordinated Note holders, of the
      Subordinated Note Liens and all loans and other extensions of credit made or
      deemed made on the date hereof by the Senior Note holders to the Borrower under
      the Senior Note Documents shall be deemed to have been given and made in
      reliance upon this Agreement. The Subordinated Note Trustee, on behalf of itself
      and the Subordinated Note holders, acknowledges that it and the Subordinated
      Note holders have, independently and without reliance on the Senior Note
      Trustee, and based on documents and information deemed by them appropriate,
      made
      their own analysis and credit decision to enter into the Subordinated Note
      Indenture, this Agreement and the transactions contemplated hereby and thereby
      and they will continue to make their own credit decision in taking or not taking
      any action under the Subordinated Note Indenture or this Agreement.

    


    7.2
      No
      Warranties or Liability.
      The
      Subordinated Note Trustee, on behalf of itself and the Subordinated Note
      holders, acknowledges and agrees that the Senior Note Trustee has made no
      express or implied representation or warranty, including with respect to the
      execution, validity, legality, completeness, collectibility or enforceability
      of
      any of the Senior Note Documents. The Senior Note Trustee will be entitled
      to
      manage and supervise the loans and extensions of credit to the Borrower under
      the Senior Note Indenture in accordance with applicable law and as it may
      otherwise, in its sole discretion, deem appropriate, and the Senior Note Trustee
      may manage such loans and extensions of credit without regard to any rights
      or
      interests that the Subordinated Note Trustee or any of the Subordinated Note
      holders have in the Common Collateral or otherwise, except as otherwise provided
      in this Agreement. The Senior Note Trustee shall not have any duty to the
      Subordinated Note Trustee or any of the Subordinated Note holders to act or
      refrain from acting in a manner which allows, or results in, the occurrence
      or
      continuance of an event of default or default under any agreements with the
      Borrower (including the Subordinated Note Documents), regardless of any
      knowledge thereof
      which the Senior Note Trustee may have or be charged with.

    


    7.3
      Obligations
      Unconditional.
      All
      rights, interests, agreements and obligations of the Senior Note Trustee, the
      Subordinated Note Trustee and the Subordinated Note holders, respectively,
      hereunder shall remain in full force and effect irrespective of:

    


    (a)
      any
      lack
      of validity or enforceability of any Senior Note Documents or any Subordinated
      Note Documents or any setting aside or avoidance of any Senior Note Liens or
      Subordinated Note Liens;


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    (b)
      any
      change in the time, manner or place of payment of, or in any other terms of,
      all
      or any of the Senior Note Claims or Subordinated Note Claims, or any amendment
      or waiver or other modification, whether by course of conduct or otherwise,
      of
      the terms of the Senior Note Indenture or any other Senior Note Document or
      of
      the terms of the Subordinated Note Indenture or any other Subordinated Note
      Document, in each case only to the extent permitted by this
      Agreement;

    


    (c)
      any
      exchange of any security interest in any Common Collateral or any other
      collateral, or any amendment, waiver or other modification, whether in writing
      or by course of conduct or otherwise, of all or any of the Senior Note Claims
      or
      Subordinated Note Claims or any guarantee thereof, in each case only to the
      extent permitted by this Agreement;

    


    (d)
      the
      commencement of any Insolvency or Liquidation Proceeding in respect of the
      Borrower; or

     

    (e)
      any
      other circumstances which otherwise might constitute a defense available to,
      or
      a discharge of, Borrower in respect of the Senior Note Claims or the
      Subordinated Note Claims, or of the Subordinated Note Trustee, any Subordinated
      Note holder or the Senior Note Trustee in respect of this
      Agreement.

    


    SECTION
      8. Miscellaneous.

    


    8.1
      Conflicts.
      In the
      event of any conflict between the provisions of this Agreement and the
      provisions of the Senior Note Documents or the Subordinated Note Documents,
      the
      provisions of this Agreement shall govern.

    


    8.2
      Continuing
      Nature of This Agreement.
      This
      Agreement shall continue to be effective until the Discharge of Senior Note
      Claims shall has occurred. This is a continuing agreement of lien priority.
      The
      Subordinated Note Trustee, on behalf of itself and the Subordinated Note
      holders, hereby waives any right it may have under applicable law to revoke
      this
      Agreement or any of the provisions of this Agreement. The terms of this
      Agreement shall survive, and shall continue in full force and effect, in any
      Insolvency or Liquidation Proceeding.

    


    8.3
      Amendments;
      Waivers.
      No
      amendment, modification or waiver of any of the provisions of this Agreement
      shall be deemed to be made unless the same shall be in writing signed by the
      parties hereto and each waiver, if any, shall be a waiver only with respect
      to
      the specific instance involved and shall in no way impair the rights of the
      parties making such waiver or the obligations of the other parties to such
      party
      in any other respect or at any other time.

    


    8.4
      Information
      Concerning Financial Condition of Borrower and Its Subsidiaries.
      The
      Senior Note Trustee, on the one hand, and the Subordinated Note Trustee and
      the
      Subordinated Note holders, on the other hand, shall each be responsible for
      keeping themselves informed of (a) the financial condition of the Borrower
      and
      its subsidiaries and all endorsers and/or guarantors of the Senior Note Claims
      or the Subordinated Note Claims and (b) all other circumstances bearing upon
      the
      risk of nonpayment of the Subordinated Note Claims or the Senior Note Claims.
      Except as otherwise provided herein, neither the Senior
      Note
      Trustee nor the Subordinated Note Trustee shall have any duty to advise the
      other of information known to it or them regarding such condition or any such
      circumstances or otherwise. In the event the Senior Note Trustee or the
      Subordinated Note Trustee undertakes at any time or from time to time to provide
      any such information to the other it shall be under no obligation (x) to provide
      any additional information or to provide any such information on any subsequent
      occasion, (y) to undertake any investigation or (z) to disclose any information
      which, pursuant to accepted or reasonable commercial finance practices, such
      party wishes to maintain confidential.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    8.5
      Successor
      Trustee.
      Any
      successor of the Subordinated Note Trustee under the Subordinated Note Indenture
      shall execute and deliver a counterpart of and become a party to this Agreement,
      and no replacement or resignation of the Subordinated Note Trustee shall be
      effective until its successor shall have executed and delivered a counterpart
      of
      this Agreement.

    


    8.6
      Application
      of Payments.
      All
      payments received by the Senior Note Trustee may be applied, reversed and
      reapplied, in whole or in part, to such part of the Senior Note Claims in its
      sole discretion, deems appropriate.

    


    8.7
      Governing
      Law; Submission to Jurisdiction; Venue.

    


    (a)
      THIS
      AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
      CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF TEXAS.
      ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT SHALL BE BROUGHT
      IN THE COURTS OF THE STATE OF TEXAS OR OF THE UNITED STATES FOR THE SOUTHERN
      DISTRICT OF TEXAS BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE SENIOR NOTE
      TRUSTEE AND THE SUBORDINATED NOTE TRUSTEE, ON BEHALF OF ITSELF AND THE
      SUBORDINATED NOTE HOLDERS, HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT
      OF ITS PROPERTY OR INTERESTS IN PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
      JURISDICTION OF THE AFORESAID COURTS. EACH OF THE SENIOR NOTE TRUSTEE AND THE
      SUBORDINATED NOTE TRUSTEE, ON BEHALF OF ITSELF AND THE SUBORDINATED NOTE
      HOLDERS, FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY
      OF
      THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF
      COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ANY PARTY
      TO
      THIS AGREEMENT AT ITS ADDRESS SET FORTH BENEATH ITS SIGNATURE BELOW, SUCH
      SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL
      AFFECT THE RIGHT OF THE PARTIES HERETO TO SERVE PROCESS IN ANY OTHER MANNER
      PERMITTED BY APPLICABLE LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
      PROCEED AGAINST ANY PARTY IN ANY OTHER JURISDICTION.

    


    (b)
      THE
      SENIOR NOTE TRUSTEE AND THE SUBORDINATED NOTE TRUSTEE, ON BEHALF OF ITSELF
      AND
      THE SUBORDINATED NOTE HOLDERS, HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH
      IT
      MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS
      OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BROUGHT
      IN
      THE COURTS REFERRED TO IN CLAUSE (A) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES
      AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR
      PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
      FORUM.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    8.8
      Waiver
      of Jury Trial.
      THE
      PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS
      THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON,
      OR
      ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN
      DOCUMENT OR INDENTURE DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
      STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF SUCH PARTIES RELATING
      THERETO. EACH OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED
      FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION
      IS
      A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT, THE LOAN
      DOCUMENTS AND THE INDENTURE DOCUMENTS, AS APPLICABLE.

    


    8.9
      Notices.
      All
      notices to the parties hereto permitted or required under this Agreement shall
      be sent to the address set forth below each party’s name on the signature pages
      hereto or, as to each party, at such other address as may be designated by
      such
      party in a written notice to all of the other parties in accordance with this
      Agreement. Notices to the Subordinated Note holders permitted or required under
      this Agreement may be sent to the Subordinated Note Trustee. Unless otherwise
      specifically provided herein, any notice or other communication herein required
      or permitted to be given shall be in writing and may be personally served,
      telecopied, electronically mailed or sent by courier service or U.S. mail and
      shall be deemed to have been given (i) when delivered in person or by courier
      service, (ii) upon receipt of a telecopy or electronic mail (provided that
      if
      the notice is delivered by telecopy or electronic mail after normal business
      hours on a business day or on a day that is not a business day, such notice
      shall be deemed to have occurred on the next succeeding business day) or (iii)
      four (4) business days after deposit in the U.S. mail (registered or certified,
      with postage prepaid and properly addressed). 

    


    8.10
      Further
      Assurances.
      Each of
      the parties hereto agrees that it shall take such further actions and shall
      execute and deliver such additional documents and instruments (in recordable
      form, if requested) as may be reasonably requested to effectuate the terms
      of
      and the Lien priorities contemplated by this Agreement.

    


    8.11
      Subrogation.
      The
      Subordinated Note Trustee, on behalf of itself and the Subordinated Note
      holders, hereby waives any rights of subrogation it may acquire as to the Common
      Collateral as a result of any payment hereunder until the Discharge of Senior
      Note Claims has occurred.


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    8.12
      Binding
      on Successors and Assigns; No Third Party Beneficiaries.
      This
      Agreement shall be binding upon and inure to the benefit of the Senior Note
      Trustee, the Subordinated Note Trustee, the Subordinate Note holders and their
      respective successors and assigns. No other Person shall have or be entitled
      to
      assert rights or benefits hereunder.

    


    8.13
      Specific
      Performance.
      The
      Senior Note Trustee and the Subordinated Note Trustee may demand specific
      performance of this Agreement. 
      The
      Subordinated Note Trustee, on behalf of itself and the Subordinate Note holders,
      hereby irrevocably waives any defense based on the adequacy of a remedy at
      law
      and any other defense which might be asserted to bar the remedy of specific
      performance in any action which may be brought by the Senior Note Trustee as
      to
      the Common Collateral.

    


    8.14
      Section
      Titles; Time Periods.
      The
      section titles contained in this Agreement are and shall be without substantive
      meaning or content of any kind whatsoever and are not a part of this
      Agreement.

    


    8.15
      Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be an
      original and all of which shall together constitute one and the same document.
      Delivery of an executed counterpart of a signature page to this Agreement by
      facsimile or electronic mail shall be effective as delivery of a manually
      executed counterpart of this Agreement.

    


    8.16
      Authorization.
      By its
      signature, each Person executing this Agreement on behalf of a party hereto
      represents and warrants to the other parties hereto that it is duly authorized
      to execute this Agreement.

    


    8.17
      Effectiveness.
      This
      Agreement shall become effective when executed and delivered by all of the
      parties hereto. This Agreement shall be effective both before and after the
      commencement of any Insolvency or Liquidation Proceeding. All references to
      Borrower or any of its subsidiaries shall include Borrower or any of its
      subsidiaries as debtor and debtor-in-possession and any receiver or trustee
      for
      the Borrower or the relevant subsidiary in any Insolvency or Liquidation
      Proceeding.

    


    8.18
      Provisions
      Solely to Define Relative Rights.
      The
      provisions of this Agreement are and are intended solely for the purpose of
      defining the relative rights of the Senior Note Trustee on the one hand and
      the
      Subordinated Note Trustee on behalf of the Subordinated Note holders on the
      other hand. None of the Borrower or any of its subsidiaries or any other
      creditor thereof shall have any rights hereunder. Nothing in this Agreement
      is
      intended to or shall impair the obligations of Borrower or any of its
      subsidiaries, which are absolute and unconditional, to pay the Senior Note
      Claims and the Subordinated Note Claims as and when the same shall become due
      and payable in accordance with their terms.

    


    8.19
      No
      Marshalling of Assets.
      The
      Subordinated Note Trustee hereby waives any and all rights to have the Common
      Collateral, or any part thereof, marshaled upon any foreclosure or other
      enforcement of the Senior Note Liens. 


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    Certain
      Acknowledgement, Acceptance and Agreement. Each of the Borrower and the
      Subsidiaries, jointly and severally, acknowledges and accepts this Agreement
      and
      agrees to be bound hereby.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

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

     

    
      	
              FIRST
                SECURITY BANK

            
	 
	
              By:
                

            	
              /s/
                Frank Faust

            
	Name: 	
              Frank
                Faust

            
	Title: 	
              Senior
                Vice President

            
	 	 
	Address:  	
              314
                N. Spring Street

              
                Searcy,
                  AR 72143

              

            
	 	 
	
              BANK
                OF THE OZARKS

            
	 	 
	
              By:
                

            	
              /s/
                Shelia Mayden

            
	Name: 	
              Shelia
                Mayden

            
	Title: 	
              Senior
                Vice President

            
	 	 
	Address:  	
              12615
                Chenal Parkway

              
                Little
                  Rock, AR 72211

              

            
	 	 
	
              FORSTER
                DRILLING CORPORATION

            
	 	 
	
              By:
                

            	
              /s/
                Fred Forster III

            
	Name: 	
               Fred
                Forster III

            
	Title: 	
               Chairman,
                President and CEO

            
	 	 
	Address: 	
              2425
                Fountain View Drive

              
                Suite
                  305

                
                  Houston,
                    TX 77057

                

              

            


    

    

      Signature
        Page to Intercreditor Agreement

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              FORSTER
                DRILLING, INC.

            
	 
	
              By:

            	
              /s/
                W. Scott Thompson

            
	 	
              Name: 
                W. Scott Thompson

              
                Title:   
                  Secretary

              

            
	 	 
	
              FORSTER
                TOOL & SUPPLY, INC.

            
	 
	
              By:

            	
              /s/
                W. Scott Thompson

            
	 	
              Name:
                W. Scott Thompson

              
                Title: 
                  Secretary

              

            
	 	 
	
              FORSTER
                EXPLORATION & PRODUCTION, INC.

            
	 	 
	
              By:

            	
              /s/
                W. Scott Thompson

            
	 	
              Name:
                W. Scott Thompson

              
                Title: 
                  Secretary

              

            


    

    

      Signature
        Page to Intercreditor Agreement