EXHIBIT
      10.8

     

    SENIOR
      PLEDGE AGREEMENT

     

    THIS
      SENIOR PLEDGE AGREEMENT (this “Agreement”)
      dated
      as of January 3, 2008, is made by FORSTER DRILLING CORPORATION, a Nevada
      corporation, (the “Pledgor”),
      in
      favor of FIRST SECURITY BANK (the “Trustee”).

     

    WHEREAS,
      concurrently herewith Pledgor and Trustee shall enter into that certain
      subordinated indenture dated of even date hereof (the “Indenture”).

     

    WHEREAS,
      the Indenture requires that Pledgor shall have executed and delivered to Trustee
      this Agreement to secure Pledgor’s obligations to Trustee and the holders of the
      notes to be issued under the Indenture (individually, a “Note”
and,
      collectively, the “Notes”) in the manner set forth herein.

     

    WHEREAS,
      Pledgor and Trustee, together with Bank of the Ozarks, have entered into an
      Intercreditor Agreement (the “Intercreditor
      Agreement”)
      of
      even date herewith and all provisions herein are subject to such
      agreement.

     

    NOW,
      THEREFORE, in consideration of the Secured Obligations (as hereinafter defined)
      and other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the parties hereto agree as follows:

     

    1. Definitions.
      Capitalized terms not otherwise defined herein which are defined in the Note
      or
      the Indenture shall have the meanings set forth therein or which are defined
      in
      the UCC shall have the meanings set forth therein. In addition to any other
      terms defined elsewhere in this Agreement, the following terms shall have the
      following meanings:

     

    “Capital
      Stock”
shall
      mean all of the issued and outstanding shares of common stock of Forster
      Drilling, Inc., Forster Tool & Supply, Inc. and Forster Exploration &
Production, Inc., (each a “Subsidiary,”
and
      all
      referred to as “Subsidiaries”), and all of the issued and outstanding shares of
      capital stock of each Subsidiary is owned by Pledgor. 

     

    “Collateral”
shall
      have the meaning assigned to that term in Section
      2
      hereof.

     

    “Equity
      Rights”
shall
      have the meaning assigned to that term in Section
      2
      hereof.

     

    “Event
      of Default”
shall
      mean an Event of Default as defined under the Indenture.

     

    “Pledged
      Securities”
shall
      have the meaning assigned to that term in Section
      2
      hereof.

     

    “Proceeds”
shall
      mean all proceeds as that term is defined in the UCC and, in addition, any
      and
      all amounts or items of property received when Collateral or proceeds thereof
      are sold, exchanged, collected or otherwise disposed of, both cash and non-cash,
      including proceeds of insurance, indemnity, warranty or guarantee paid or
      payable on or in connection with any Collateral.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Secured
      Obligations”
shall
      mean, collectively, (a) all liabilities, obligations and indebtedness (whether
      actual or contingent, whether owed jointly or severally, whether for the payment
      of money and, if for the payment of money, whether for principal, interest,
      premium, fees, expenses or otherwise) now existing or hereafter incurred of
      Pledgor to Trustee or the holders of Notes under the Notes, this Agreement,
      the
      Indenture or the Senior Security Agreement (as defined below), as the same
      may
      be amended, modified or supplemented from time to time, together with any and
      all extensions, renewals, refinancings or refundings thereof in whole or in
      part, (b) all other liabilities, obligations and indebtedness (whether actual
      or
      contingent, whether owed jointly or severally, whether for the payment of money
      and, if for the payment of money, whether for principal, interest, premium,
      fees, expenses or otherwise) of Pledgor or any of its Subsidiaries to Trustee
      or
      the holders of Notes now existing or hereafter incurred, whether under other
      financing arrangements whether related to the Notes, whether contemplated by
      Trustee or the holders of Notes or Pledgor at the date hereof and whether
      direct, indirect, matured or contingent, joint or several, or otherwise,
      together with any and all extensions, renewals, refinancings or refundings
      thereof in whole or in part, (c) all costs and expenses (including, without
      limitation, to the extent permitted by law, reasonable attorneys' fees and
      other
      legal expenses) incurred by Trustee in the enforcement and collection of any
      of
      the liabilities, obligations or indebtedness referred to in clause (a) or (b)
      above, and (d) all payments and advances made by Trustee for the maintenance,
      preservation, protection or enforcement of, or realization upon, any property
      or
      assets now or hereafter made subject to any Lien granted pursuant to the
      Indenture or the Subordinated Security Agreement or pursuant to any agreement,
      instrument or note relating to any of the Secured Obligations (including,
      without limitation, advances for taxes, insurance, storage, transportation,
      repairs and the like).

     

    “Senior
      Security Agreement” shall mean the Senior Security Agreement, of even date
      herewith, by and among Pledgor, the Subsidiaries and Trustee.

     

    “Subordinated
      Pledge Agreement” shall mean the Subordinated Pledge Agreement, of even date
      herewith, by and among the Pledgor, the Subsidiaries and Bank of the Ozarks.
      

     

    “Subordinated
      Security Agreement” shall mean the Subordinated Security Agreement, of even date
      herewith, by and among Pledgor, the Subsidiaries and Bank of the
      Ozarks.

     

    “UCC”
shall
      mean the Uniform Commercial Code as in effect in any applicable
      jurisdiction.

     

    2. Grant
      of Security Interest.

     

    (a) Grant.
      As security
      for full and timely payment, observance and performance of the Secured
      Obligations in accordance with the terms thereof, Pledgor hereby pledges,
      assigns, hypothecates and transfers, and grants to and creates in favor of
      Trustee a continuing security interest and lien under the UCC in all of its
      right, title and interest in, to and under the following (all of which is
      collectively referred to herein as the “Collateral”):

     

    
      
         

      

      
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    (i) all
      of
      the issued and outstanding shares of Capital Stock (whether in certificated
      or
      uncertificated form) of the Subsidiaries of Pledgor listed on Schedule
      I
      attached
      to this Agreement (the “Pledged
      Securities”).

     

    (ii) all
      stock
      rights, rights to subscribe, liquidating and other dividends and distributions,
      stock dividends, dividends paid in stock, new securities, options, warrants,
      other property, cash and any other rights to which Pledgor is or may hereafter
      become entitled to receive, for any reason whatsoever, with respect to its
      interest in the Pledged Securities, whether in certificated or uncertificated
      form and whether in substitution or exchange or by reason of merger,
      consolidation, reclassification, reorganization, liquidation or otherwise (the
      “Equity
      Rights”);

     

    (iii) the
      certificates and other instruments described on Schedule
      I
      currently evidencing the Pledged Securities and any and all other certificates
      and instruments now or hereafter evidencing the Pledged Securities or the Equity
      Rights, in each case duly endorsed in blank (or with appropriate irrevocable
      stock powers duly executed in blank and undated); and

     

    (iv) all
      Proceeds of the foregoing.

     

    (b) Relative
      Priority of Security Interests.
      In
      furtherance of the intent of the parties hereto and the parties to the
      Intercreditor Agreement, the security interests and liens granted hereunder
      shall be treated as a severable first in priority security interest and lien
      granted to Trustee as the collateral agent under the Indenture and the security
      interests and liens granted by Pledgor under the Subordinated Pledge Agreement
      shall be treated as a severable second in priority security interest, for the
      purpose of determining the relative rights in the Collateral.

     

    3. Delivery
      of Collateral.

     

    (a) Upon
      the
      execution and delivery of this Agreement, Pledgor shall deliver to Trustee
      all
      items of Collateral then owned by or held by Pledgor, and with respect to all
      items of Collateral acquired by Pledgor hereafter, Pledgor shall promptly
      deliver such items of Collateral to Trustee upon its receipt thereof. Each
      certificate or instrument representing Collateral shall be delivered to Trustee
      duly endorsed in blank or together with appropriate irrevocable stock powers
      undated and duly executed in blank sufficient to transfer title
      thereto.

     

    (b) Solely
      for the purposes of perfecting liens and security interests granted under this
      Agreement securing the Secured Obligations, the Pledgor acknowledges and agrees
      that any Collateral in the possession of the Trustee hereunder is held as
      custodian pursuant to the terms of the Intercreditor Agreement.

     

    4. Dividends
      and Other Distributions.

     

    (a) Stock
      Dividends and Other Distributions.
      So
      long as this Agreement is in effect, if Pledgor, by reason of ownership of
      the
      Collateral shall become entitled to receive, or shall receive, any Equity
      Rights, Pledgor shall accept the same as Trustee's agent and hold the same
      in
      trust for Trustee and deliver the same forthwith to Trustee in the exact form
      received, with the endorsement of Pledgor when requested by Trustee and/or
      appropriate undated stock powers duly executed in blank, to be held by Trustee
      as part of the Collateral. Any sums or property paid upon or in respect of
      the
      Collateral or any other securities received under this Section 4 upon the
      reorganization, liquidation, or dissolution of the issuer of any of the
      Collateral or any such other securities shall immediately be paid over to
      Trustee to be held by Trustee as additional security for the payment of the
      Secured Obligations. All sums of money and property so paid or distributed
      in
      respect of the Collateral and such other securities that are received by Pledgor
      shall, until paid or delivered to Trustee, be segregated from the other property
      or funds of Pledgor and held by Pledgor in trust as additional security for
      the
      payment of the Secured Obligations. Pledgor shall give Trustee immediate notice
      of any such distribution.

     

    
      
        
        

      

      
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    (b) Cash
      Dividends and Distributions.
      Notwithstanding the provisions of Section 4(a) above, unless an Event of Default
      shall have occurred and be continuing or shall exist, Pledgor shall be entitled
      to receive and retain all cash dividends and distributions declared and paid
      out
      of earnings or earned surplus with respect to any Collateral to the extent
      such
      dividends and distributions are permitted under the Indenture. Upon the
      occurrence and continuance or existence of any Event of Default or to the extent
      not permitted under the Indenture, Trustee shall be entitled to receive any
      and
      all such cash dividends and distributions, and upon receipt, Pledgor shall
      hold
      any such cash dividends and distributions it receives in trust for Trustee
      and
      shall immediately deliver any such cash dividends or distributions to Trustee.
      Trustee shall hold any such cash dividends and distributions as Collateral
      pursuant to this Agreement or, at Trustee's election, shall apply any such
      cash
      dividends or distributions to the reduction of any Secured Obligations then
      outstanding, in such order as Trustee may elect.

     

    5. Voting
      and Other Rights.

     

    (a) Stock
      Register.
      At any
      time and from time to time (i) whether before or after the occurrence of any
      Event of Default, Trustee shall be entitled to register this Agreement on the
      stock ledger and books of record of each of the issuers of the Collateral,
      and
      Pledgor agrees to cause this Agreement to be so registered, and (ii) after
      the
      occurrence of any Event of Default and the continuance thereof, Trustee shall
      be
      entitled to register any or all of the Collateral in its name or the name of
      its
      nominee, and Pledgor shall execute such assignments and other documents, and
      take such other acts, all at Pledgor's expense, as Trustee may from time to
      time
      reasonably request to accomplish the foregoing.

     

    (b) Voting
      Rights.
      Unless
      an Event of Default shall have occurred and be continuing, Pledgor shall be
      entitled to vote the Collateral and to give consents, waivers and ratifications
      with respect to the Collateral; provided that no vote shall be cast, or consent,
      waiver or ratification given, or any action taken, that would impair the
      Collateral or be inconsistent with or violate any provision of this Agreement,
      the Indenture or the Note. Upon the occurrence and continuance or during the
      existence of any Event of Default, Trustee shall have the right to vote the
      Collateral, in all matters, and grant consents, waivers and ratifications with
      respect thereto in its absolute discretion whether Trustee has transferred
      the
      Collateral to the registered ownership of Trustee or Trustee's
      nominee.

     

    
      
         

      

      
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    6. Representations
      and Warranties.
      Pledgor
      hereby represents, warrants, covenants and agrees that:

     

    (a) Pledgor
      is and shall be at all times the record and beneficial owner of each item of
      its
      Collateral, and has and shall have at all times good and marketable title
      thereto, free and clear of any and all liens, charges, claims and encumbrances,
      except the security interest granted under this Agreement, and Pledgor shall
      use
      its best efforts to defend such title against the claims and demands of all
      Persons whomsoever. All the shares constituting the Pledged Securities are
      duly
      authorized, have been validly issued, and are fully paid and
      nonassessable.

     

    (b) This
      Agreement constitutes the legal, valid and binding obligation of Pledgor,
      enforceable against Pledgor in accordance with its terms except to the extent
      that the enforceability thereof may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium or similar laws generally affecting
      creditors’ rights and by equitable principles (regardless of whether enforcement
      is sought in equity or at law). This Agreement creates a valid security interest
      in the Collateral and, upon delivery of the Collateral to Trustee, shall
      constitute a valid perfected lien on or security interest in the
      Collateral.

     

    (c) No
      security agreement, financing statement, equivalent security or lien instrument,
      or continuation statement covering all or any part of the Collateral, except
      for
      the pledge to Bank
      of
      the Ozarks pursuant to the Subordinated Pledge Agreement and the Subordinated
      Security Agreement, is on file or of record in any public office which has
      not
      been properly terminated in accordance with the law of the applicable
      jurisdiction.

     

    (d) The
      stock
      certificates described on Schedule
      I
      hereto
      evidence all of the issued and outstanding shares of Capital Stock of the
      Subsidiaries of Pledgor which are owned by Pledgor as of the date of execution
      of this Agreement, and Pledgor has delivered to Trustee or its agent all stock
      certificates or other instruments evidencing any of the Pledged Securities,
      in
      each case duly endorsed in blank to Trustee or its agent (or with appropriate
      irrevocable stock powers duly executed in blank and undated).

     

    (e) Pledgor's
      place where its records concerning the Collateral are kept is 2425 Fountainview
      Drive, Suite 305, Houston, Texas 77057, and Pledgor shall not change such
      principal place of business or remove such records unless it has taken such
      action as is necessary to cause the security interest of Trustee in the
      Collateral to continue to be perfected. Pledgor shall not change its principal
      place of business or the place where its records concerning the Collateral
      are
      kept without giving at least 30 days prior written notice thereof to
      Trustee.

     

    (f) Pledgor
      assumes full responsibility for using its best efforts for taking any and all
      steps to preserve rights with respect to the Collateral against all prior
      parties. Trustee shall be deemed to have exercised reasonable care in the
      preservation and custody of the portion of the Collateral as may be in Trustee's
      possession if Trustee takes such action as is required by applicable law and
      as
      Pledgor shall reasonably request in writing; provided that such requested action
      shall not, in the judgment of Trustee, impair Trustee's prior security interest
      in such Collateral or its rights in or the value of such Collateral; and
      provided further that such written request is received by Trustee in sufficient
      time to permit Trustee to take the requested action. In the absence of such
      written request, Trustee shall be deemed to have exercised reasonable care
      in
      the custody and preservation of the Collateral in its possession if the
      Collateral is accorded treatment substantially equal to that which Trustee
      accords its own property.

     

    
      
         

      

      
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    7. Records.
      Pledgor
      shall at all times maintain accurate and complete records with respect to each
      item and category of the Collateral and shall furnish copies of such records
      to
      Trustee with reasonable promptness from time to time upon Trustee's
      request.

     

    8. Preservation
      and Protection of Security Interest.
      Pledgor
      shall use its best efforts to preserve and protect Trustee's security interest
      in the Collateral and shall, at its own cost and expense, cause such security
      interest in the Collateral to be perfected and continue perfected so long as
      the
      Secured Obligations or any portion thereof are outstanding and unpaid under
      the
      Notes (by means including, without limitation, the execution and delivery of
      all
      instruments, documents and securities to Trustee with endorsements and documents
      of transfer satisfactory to Trustee) and for such purposes Pledgor shall from
      time to time at the request of Trustee file or record, or cause to be filed
      or
      recorded, such instruments, documents and notices (including, without
      limitation, financing statements and continuation statements) or deliver to
      Trustee such stock certificates or other instruments as Trustee may deem
      necessary or advisable from time to time to perfect and continue perfected
      such
      security interests. Pledgor shall do all such other acts and things and shall
      execute and deliver all such other instruments and documents (including, without
      limitation, further security agreements, pledges, endorsements, assignments
      and
      notices) as Trustee may deem necessary or advisable from time to time to perfect
      and preserve the priority of such security interests in the Collateral, as
      a
      perfected security interest in the Collateral, prior to the rights of any other
      secured party or lien creditor, except for the pledge to Bank of Ozark pursuant
      to the Subordinated Pledge Agreement and the Subordinated Security Agreement.
      Trustee, and its officers, employees and authorized agents, or any of them,
      are
      hereby irrevocably appointed the attorneys-in-fact of Pledgor to do, at
      Pledgor's expense, all acts and things which Trustee may deem necessary or
      advisable to preserve, perfect and continue perfected Trustee's security
      interests in the Collateral (including, without limitation, the signing of
      financing, continuation or other similar statements and notices on behalf of
      Pledgor), which appointment is irrevocable and coupled with an
      interest.

     

    9. Covenants
      of Pledgor.
      Pledgor
      covenants and agrees with Trustee that from and after the date of this Agreement
      and until the Secured Obligations are fully satisfied:

     

    (a) Limitation
      on Disposition.
      Except
      for dispositions permitted by the Indenture, Pledgor shall not sell, assign,
      exchange or otherwise transfer, or grant any options with respect to, any of
      the
      Collateral or any interest therein, or attempt or contract to do so (other
      than
      the pledge and security interest granted hereunder or granted for the benefit
      of
      Bank of Ozark pursuant to the Subordinated Pledge Agreement and the Subordinated
      Security Agreement).

     

    (b) Notices.
      Pledgor
      shall promptly give detail of (i) any lien, security interest, encumbrance
      or
      claim made or asserted against any of the Collateral, (ii) any material change
      in the composition of the Collateral (including, without limitation, information
      regarding the issuance or creation of Equity Rights) and (iii) the occurrence
      of
      any other event which might have a material adverse effect on the value of
      the
      Collateral or on the security interests created hereunder.

     

    
      
         

      

      
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    (c) Additional
      Securities.
      Pledgor
      shall (i) prevent each of its Subsidiaries from issuing any Pledged Securities,
      Equity Rights or other securities in addition to or in substitution for the
      Pledged Securities, except to Pledgor or as permitted under the Indenture,
      (ii) immediately upon its acquisition (directly or indirectly) thereof,
      pledge to Trustee hereunder any and all additional shares of stock, other
      securities or ownership interests issued by any of its Subsidiaries and (iii)
      shall pledge to Trustee hereunder, immediately upon its acquisition (directly
      or
      indirectly) hereof, any and all shares of stock, other securities or ownership
      interests of any entity which, after the date of this Agreement, becomes a
      direct or indirect Subsidiary of Pledgor.

     

    (d) Further
      Assurances.
      From
      time to time upon the request of Trustee, Pledgor shall, and shall cause any
      of
      its Subsidiaries to, execute and deliver such further documents and do such
      further acts and things as Trustee may reasonably request to effectuate the
      provisions of this Agreement.

     

    10. Trustee's
      Appointment as Attorney-in-Fact.

     

    (a) Upon
      the
      occurrence and during the continuance or existence of any Event of Default,
      Pledgor hereby irrevocably constitutes and appoints Trustee and any officer
      or
      agent thereof, with full power of substitution, as its true and lawful
      attorney-in-fact with full irrevocable power and authority in the place and
      stead of Pledgor and in the name of Pledgor or in its own name, from time to
      time in Trustee's discretion, for the purpose of carrying out the terms of
      this
      Agreement, to take any and all appropriate action and to execute any and all
      documents and instruments which may be necessary or desirable to accomplish
      the
      purposes of this Agreement. Without limiting the generality of the foregoing
      and
      subject to Pledgor's rights under Section
      5
      hereof,
      Pledgor hereby gives Trustee and any officer or agent thereof, as such
      attorney-in-fact, the power and right, on behalf of Pledgor, without notice
      to
      or assent by Pledgor, to do the following: (i) to direct any party liable for
      any payment under any of the Collateral to make payment of any and all moneys
      due and to become due thereunder directly to Trustee or as Trustee shall direct;
      (ii) to receive payment of and receipt for any and all moneys, claims and other
      amounts due and to become due at any time in respect of or arising out of any
      Collateral; (iii) to endorse and collect any checks, drafts, notes, acceptances
      or other instruments for the payment of moneys due under any Collateral; (iv)
      to
      commence and prosecute any suits, actions or proceedings at law or in equity
      in
      any court of competent jurisdiction to collect the Collateral or any portion
      thereof and to enforce any other right in respect of the Collateral; (v) to
      defend any suit, action or proceeding brought against Pledgor with respect
      to
      any Collateral; (vi) to pay or discharge taxes, liens, security interests or
      other encumbrances levied or placed on or threatened against the Collateral;
      (vii) to settle, compromise or adjust any suit, action or proceeding described
      above and, in connection therewith, to give such discharges or releases as
      Trustee may deem appropriate; (viii) to participate in any recapitalization,
      reclassification, reorganization, consolidation, redemption, stock split, merger
      or liquidation of any issuer of the Collateral and, in connection therewith,
      may
      deposit or surrender control of the Collateral in exchange therefor and take
      such other action as deemed proper by Trustee in connection therewith; and
      (ix)
      generally, to sell, transfer, pledge, vote, make any agreement with respect
      to
      or otherwise deal with any of the Collateral as fully and completely as though
      Trustee were the absolute owner thereof for all purposes, and to do, at
      Trustee's option and Pledgor's expense, at any time, or from time to time,
      all
      acts and things which Trustee reasonably deems necessary to protect, preserve
      or
      realize upon the Collateral and Trustee's security interest therein, to effect
      the intent of this Agreement, all as fully and effectively as Pledgor might
      do.

     

    
      
         

      

      
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    (b) Any
      and
      all such amounts received by Trustee as attorney-in-fact for Pledgor may, in
      the
      sole discretion of Trustee, be held by Trustee as collateral security. Pledgor
      hereby ratifies, to the extent permitted by law, all that such attorneys shall
      lawfully do or cause to be done by virtue hereof. This power of attorney is
      a
      power coupled with an interest and shall be irrevocable.

     

    (c) The
      powers conferred on Trustee hereunder are solely to protect Trustee's interests
      in the Collateral and shall not impose any duty upon it to exercise any such
      powers. Trustee shall be accountable only for amounts that it actually receives
      as a result of the exercise of such powers, and neither it nor any of its
      officers, directors, employees or agents shall be responsible to Pledgor for
      any
      act or failure to act, except for its own gross negligence or willful
      misconduct.

     

    (d) Pledgor
      also authorizes Trustee, at any time and from time to time upon the occurrence
      and during the continuance or existence of any Event of Default, to execute,
      in
      connection with the sale provided for in Section
      12
      of this
      Agreement, any endorsements, assignments or other instruments of conveyance
      or
      transfer with respect to the Collateral.

     

    11. Intercreditor
      Agreement.
      The
      Trustee hereby acknowledges and agrees that the exercise of remedies pursuant
      to
Section
      12
      and all
      other provisions of this Agreement are, and shall at all times be, subject
      to
      the limitations on the Trustee's remedies set forth in the Intercreditor
      Agreement.

     

    12. Remedies
      on Default.

     

    (a) If
      any
      Event of Default shall occur and be continuing or shall exist, Trustee may
      (i)
      to the full extent permitted by law, take possession and control of all or
      any
      part of the Collateral and Proceeds thereof and books and records pertaining
      thereto, with or without judicial process, and, (ii) after ten days prior
      written notice, proceed to exercise one or more of the rights and remedies
      accorded to a secured party by the UCC and otherwise by law or by the terms
      of
      the Indenture or this Agreement. Trustee's rights and remedies shall include,
      without limitation, the power (i) to sell, lease, assign, give options to
      purchase or otherwise dispose of and deliver all or any portion of the
      Collateral at public or private sale or sales at such place and time and on
      such
      terms as Trustee may see fit (subject to the requirements of applicable law,
      including commercial reasonableness) and (ii) to endorse in the name of the
      Pledgor any instrument representing Collateral. Without precluding any other
      methods sale, the sale of Collateral shall be deemed to have been made in a
      commercially reasonable manner if conducted in conformity with reasonable
      commercial practices of secured lenders disposing of similar property, but
      in
      any event, Trustee may sell the Collateral on such terms as Trustee may choose
      without assuming any credit risk and without any obligation to advertise or
      give
      notice of any kind not expressly required under this Agreement or by the UCC
      or
      otherwise. All of the rights and remedies of Trustee under this Agreement shall
      be cumulative and not exclusive of other rights and remedies which it otherwise
      would have, whether under the Note, the UCC or otherwise. Trustee shall not
      be
      under any obligation to marshall any assets in favor of Pledgor or any other
      Person or against or in payment of all or any part of the Secured
      Obligations.

     

    
      
         

      

      
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    (b) Pledgor
      agrees that in any sale of any of the Collateral, Trustee is authorized to
      comply with any limitation or restriction in connection with such sale which
      it
      is advised by its counsel is appropriate (i) to avoid violation of applicable
      law (including, without limitation, procedures restricting the number of
      prospective bidders and purchasers, requiring that prospective bidders and
      purchasers have certain qualifications and restricting prospective bidders
      and
      purchasers to persons who shall represent and agree that they are purchasing
      for
      their own account for investment and not with a view to the distribution or
      resale of any Pledged Securities or Equity Rights they purchase), or (ii) to
      obtain any required approval of such sale or of a purchase of such sale by
      any
      governmental regulatory authority or official. Pledgor further agrees that
      such
      compliance shall not result in any such sale being deemed not to have been
      made
      in a commercially reasonable manner, nor shall Trustee be liable or accountable
      to Pledgor for any discount allowed by reason of the fact that any Pledged
      Securities or Equity Rights are sold in compliance with any such limitation
      or
      restriction. Trustee shall be under no obligation to delay the sale of any
      of
      the Collateral for the period of time necessary to permit either Pledgor or
      any
      Subsidiary to register securities for public sale under the Securities Act
      of
      1933, as amended from time to time, or under applicable state securities laws,
      even if Pledgor would agree to do so.

     

    (c) If
      any
      Event of Default shall occur and be continuing or shall exist, Trustee shall
      have the right, in addition to all other rights and remedies available to it,
      hereunder or otherwise, without notice to Pledgor to set-off against and to
      appropriate and apply to the unpaid balance of the Notes and all other Secured
      Obligations, any obligations owing to Pledgor by Trustee and any funds held
      in
      any manner for the account of Pledgor by Trustee, and Trustee is hereby granted
      a security interest in and lien on all such obligations for such purpose. Such
      set-off rights shall exist whether or not Trustee shall have made any demand
      under this Agreement, the Notes or any other secured obligations and whether
      the
      Notes and such other obligations are matured or unmatured.

     

    (d) Application
      of Proceeds.
      Subject
      to the terms of the Intercreditor Agreement, any Collateral (including the
      Proceeds thereof) held, received or realized upon at any time by Trustee shall
      be applied in the manner set forth in the Note and the Indenture (or if not
      so
      set forth, in a manner acceptable to, and at the election of, the Trustee).
      If
      the Proceeds of the Collateral together with the proceeds of any other
      collateral granted to Trustee pursuant to this Agreement to secure the Secured
      Obligations, and any of the sales or other dispositions thereof, shall be
      insufficient to pay the amounts secured hereby, Pledgor shall be liable for
      the
      deficiency, and, if a surplus exists after lawful application of such proceed,
      Pledgor shall be entitled to any surplus.

     

    13. Limitation
      on Trustee's Duty in Respect of Collateral.
      Trustee
      shall use reasonable care with respect to the Collateral in its possession
      or
      under its control. Except as provided in the previous sentence, Trustee shall
      not have any duty as to any Collateral in its possession or control or in the
      possession or control of any agent or nominee of it or any income thereon or
      as
      to the preservation of rights against prior parties or any other rights
      pertaining thereto. Upon request of Pledgor, Trustee shall account for any
      money
      received by it in respect of any foreclosure on or disposition of the
      Collateral.

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

     

    14. Taxes
      and Charges.
      Pledgor
      shall pay and discharge all taxes, levies and other impositions levied on
      Collateral. If Pledgor shall fail to do so, Trustee may (but shall not be
      obligated to) pay such taxes, levies or impositions for the account of Pledgor
      (without waiving or releasing any obligation or defaults by Pledgor hereunder),
      the amount thereof shall be added to the Secured Obligations and shall be
      payable upon demand with interest accruing thereon at the default interest
      rate
      provided for in the Notes (the "Default
      Interest Rate").

     

    15. Continuing
      Validity of Obligations.

     

    (a) The
      agreements and obligations of Pledgor hereunder are continuing agreements and
      obligations and are absolute and unconditional irrespective of the genuineness,
      validity or enforceability of the Notes or any other instrument or instruments
      now or hereafter evidencing the Secured Obligations or any part thereof or
      of
      this Agreement or any other agreement or agreements now or hereafter entered
      into by Trustee and Pledgor pursuant to which the Secured Obligations or any
      part thereof is issued or of any other circumstance which might otherwise
      constitute a legal or equitable discharge of such agreements and obligations
      other than payment in full of the Secured Obligations and termination of
      Trustee's commitment to lend to Pledgor.

     

    (b) Without
      limiting the foregoing, such agreements and obligations shall continue in full
      force and effect as long as the Secured Obligations or any part thereof remains
      outstanding and unpaid (whether or not any part of any Note is outstanding)
      and
      shall remain in full force and effect without regard to and shall not be
      released, discharged or in any way affected by (i) any renewal, refinancing
      or
      refunding of the Secured Obligations in whole or in part, (ii) any extension
      of
      the time of payment of the Notes or other instrument or instruments now or
      hereafter evidencing the Secured Obligations or any part thereof, (iii) any
      amendment to or modification of the terms of the Notes or other instrument
      or
      instruments now or hereafter evidencing the Secured Obligations or any part
      thereof or any other agreement or agreements now or hereafter entered into
      by
      Trustee and Pledgor pursuant to which the Secured Obligations or any part
      thereof is issued or secured,
      or (iv)
      any substitution, exchange or release of, or failure to preserve, perfect or
      protect, or other dealing in respect of, the Collateral or any other property
      or
      any security for the payment of the Secured Obligations or any part
      thereof.

     

    (c) To
      the
      extent that Pledgor makes a payment or payments to Trustee or Trustee receives
      any payment or proceeds of the Collateral, which payment or proceeds or any
      part
      thereof are subsequently invalidated, declared to be fraudulent or preferential,
      set aside or required to be repaid to a trustee, receiver or any other party
      under any bankruptcy law, state or federal law, common law or equitable cause
      of
      action, then, to the extent of such payment or proceeds, the Secured Obligations
      or portion thereof intended to be satisfied and this Agreement shall be revived
      and continue in full force and effect, as if such payment or proceeds had not
      been received by such party.

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

     

    16. Defeasance.
      Upon
      payment in full of the Secured Obligations, this Agreement shall terminate
      and
      be of no further force and effect (except for the provisions of Sections
      18 hereof
      which shall survive), and in such event Trustee shall, at Pledgor's expense,
      redeliver and reassign to Pledgor its remaining Collateral and take all action
      necessary to terminate the security interest of Trustee in the Collateral.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and assigns.

     

    17. Indemnification
      and Expenses.
      Pledgor
      shall indemnify and hold harmless Trustee from and against any and all claims
      and losses arising out of or attributable to this Agreement, except claims
      and
      losses arising from Trustee's breach hereof or Trustee's gross negligence or
      willful misconduct. Pledgor shall pay Trustee on demand the amount of any
      out-of-pocket expenses (including, without limitation, reasonable attorneys’
fees and other legal expenses) incurred by Trustee in connection with the
      enforcement of this Agreement and as otherwise provided in this Agreement with
      interest accruing thereon at the Default Interest Rate.

     

    18. Specific
      Performance.
      In
      addition to all other rights and remedies granted to Trustee in this Agreement
      and the Indenture, Trustee shall be entitled to specific performance and
      injunctive and other equitable relief, and Pledgor waives any requirement for
      the securing or posting of any bond or other security in connection with the
      obtaining of any such specific performance and injunctive or other equitable
      relief.

     

    19. Modifications,
      Amendments or Waivers.
      The
      provisions of this Agreement may be modified, amended or waived, but only by
      a
      written instrument signed by Pledgor and Trustee.

     

    20. No
      Implied Waivers; Cumulative Remedies; Writing Required.
      No
      delay or failure of Trustee in exercising any right, power or remedy under
      this
      Agreement shall affect or operate as a waiver thereof, nor shall any single
      or
      partial exercise thereof or any abandonment or discontinuance of steps to
      enforce such a right, power or remedy preclude any further exercise thereof
      or
      of any other right, power or remedy. The rights and remedies of Trustee under
      this Agreement are cumulative and not exclusive of any rights or remedies which
      it would otherwise have, including without limitation any rights and remedies
      under any other agreement. Any waiver, permit, consent or approval of any kind
      or character on the part of Trustee of any breach or default or any such waiver
      of any provision or condition of this Agreement must be in writing and shall
      be
      effective only to the extent in such writing specifically set
      forth.

     

    21. Notices.
      All
      notices, requests, demands, waivers and other communication required or
      permitted to be given under this Agreement shall be in writing and shall be
      deemed to have been duly given if (a) delivered personally, (b) mailed by
      first-class, certified mail, return receipt, postage prepaid, or (c) sent by
      next-day or overnight mail or delivery or (d) sent by telecopy (with electronic
      confirmation of receipt) or telegram.

     

    If
      to
      the Trustee:

    


    First
      Security Bank

    Attention:
      Trust Department

    314
      N.
      Spring Street

    Searcy,
      AR 72143

     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

     

    with
      a
      copy, which will

    not
      constitute notice to

    the
      Trustee, to:

    


    Jack
      Nelson Jones Fink Jiles & Gregory, P.A.

    425
      West
      Capitol Avenues, Suite 3400

    Little
      Rock, AR 72201

    Attention:
      Joe Gregory

     

    If
      to
      Pledgor:

    


    Forster
      Drilling Corporation

    Attn:
      W.
      Scott Thompson

    2425
      Fountainview Drive, Suite 305

    Houston,
      Texas 77057

    


    with
      a
      copy, which will 

    not
      constitute notice to 

    Pledgor,
      to:

    


    Brewer
      & Pritchard, PC

    Attn:
      Thomas C. Pritchard

    3
      Riverway, Suite 1800

    Houston,
      Texas 77056

    


    or,
      in
      each case, at such other address as may be specified in writing to the other
      parties.

     

    All
      such
      notices, requests, demands, waivers and other communications shall be deemed
      to
      have been received (a) if by personal delivery on the date after such delivery,
      (b) if by certified mail, on the seventh business day after the mailing thereof,
      (c) if by next-day or overnight mail or delivery, on the day delivered, (d)
      if
      by telecopy or telegram, on the next day following the day on which such
      telecopy or telegram was sent, provided that a copy is also sent by certified
      or
      registered mail.

     

    22. Survival.
      All
      representations, warranties, covenants and agreements of Pledgor contained
      herein or made in writing in connection herewith shall survive the execution
      and
      delivery of this Agreement and the issuance of the Notes.

     

    23. Governing
      Law; Waivers and Jurisdiction.

     

    (a) Governing
      Law.
      This
      Agreement shall in all respects be governed by, and construed and enforced
      in
      accordance with, the laws of the State of Texas without giving effect to any
      choice of law or conflict of law rules or provisions (whether of the State
      of
      Texas or any other jurisdiction) that would cause the application of the laws
      of
      any jurisdiction other than the State of Texas, except that the filing,
      perfection, effect of perfection and enforcement of security interests and
      liens
      in other jurisdictions shall be governed by the laws of the applicable
      jurisdictions in accordance with the UCC.

     

    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

     

    (b) Waivers.
      To the
      extent permitted by law, Pledgor hereby waives personal service of any and
      all
      process upon it and consents that all such service of process be made by
      certified mail (with return receipt) directed to it at its addresses set forth
      in Section
      21
      hereof,
      and service so made shall be deemed to be completed the seventh Business Day
      after the same shall have been deposited in the U.S. mails, postage prepaid.
      In
      addition, Pledgor hereby waives, to the extent permitted by law, trial by jury,
      any objections based on forum non conveniens
      and any
      objections to venue of any action arising out of, connected with, related to
      or
      incidental to the transactions contemplated by or the relationships established
      in connection with this Agreement.

     

    (c) Exclusive
      Jurisdiction.
      All
      disputes among or between Trustee and Pledgor arising out of, connected with,
      related to or incidental to the transactions contemplated by or the relationship
      established between them in connection with this Agreement, and whether arising
      in contract, tort, equity or otherwise, shall be resolved only by state or
      federal courts located in the State of Texas, County of Harris, and Pledgor
      hereby consents and submits to the jurisdiction of any state or federal court
      located within such county and state. Trustee and Pledgor acknowledge, however,
      that any appeals from those courts may be required to be heard by a court
      located outside of the State of Texas, County of Harris. Pledgor waives in
      all
      disputes any objections that they may have to the location of the court
      considering the dispute. Nothing in this Section
      23
      shall
      affect the right of Trustee to serve legal process in any other manner permitted
      by law or affect the right of Trustee to bring any action or proceeding against
      Pledgor or its property in the courts of any other jurisdiction.

     

    24. Herein,
      etc.
      Words
      such as “herein,” “hereunder,” “hereof” and the like shall be deemed to refer to
      this Agreement as a whole and not to any particular document or Article, Section
      or other portion of a document.

     

    25. Severability.
      Whenever possible, each provision of this Agreement shall be interpreted in
      such
      manner as to be effective and valid under applicable law, but if any prevision
      of this Agreement is held to be prohibited by or invalid under applicable law
      in
      any jurisdiction, such provision shall be ineffective only to the extent of
      such
      prohibition or invalidity, without invalidating any other provision of this
      Agreement.

     

    26. Headings.
      Section
      and subsection headings in this Agreement are included for convenience of
      reference only and shall not constitute a part of this Agreement for any other
      purpose.

     

    27. Counterparts.
      This
      Agreement may be executed in any number of counterparts and by either party
      hereto on separate counterparts, each of which, when so executed and delivered,
      shall be an original, but all such counterparts shall together constitute one
      and the same instrument.

     

    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    

     

    28. Further
      Funding; Expansion Debt.
      Section
      4.09 of the Indenture provides that Pledgor may incur certain additional debt
      (herein called Expansion Debt as also defined in the Indenture) for the purpose
      of acquiring or constructing certain additional assets (herein called Expansion
      Assets as also defined in the Indenture). In the event that such Expansion
      Debt
      is incurred in accordance with the limitations of Section 4.09 of the Indenture
      but not issued in a manner that makes it part of the Indenture, as amended
      or
      modified, or issued under the Indenture but otherwise incurred with a separate
      lender, then Trustee agrees to release the Collateral but only to the extent
      related to the Secondary Equipment (defined in the Senior Security Agreement)
      and Secondary Inventory (as defined in the Senior Security Agreement) being
      released. 

     

    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF,
      Pledgor
      has executed this Agreement as of the date first above written.

     

    
      	 	
              FORSTER
                DRILLING CORPORATION

            
	 	 
	 	 
	 	
              By:

            	
              /s/
                Fred Forster III

            
	 	
              Its:

            	
              President

            
	 	 
	 	 
	 	
              Agreed
                and Accepted:

            
	 	 
	 	
              FIRST
                SECURITY BANK

            
	 	 
	 	 
	 	
              By:

            	
              /s/
                Frank Faust

            
	 	
              Its:

            	
              Sr.
                Vice President

            


    

    


    Signature
      Page to Senior Pledge Agreement