**FORSTER
      DRILLING CORPORATION**


**WHISTLEBLOWER
      PROTECTION POLICY AND**


**CODE
      OF ETHICS**





**INTRODUCTION**





Forster
      Drilling Corporation (with its controlled subsidiaries, the “Company”) is
      committed to providing a workplace which is conducive to open discussion of
      its
      business practices. It is Company policy to comply with all applicable laws
      that
      protect employees against unlawful discrimination or retaliation by their
      employer as a result of their lawfully reporting information regarding, or
      their
      participating in, investigations involving alleged corporate fraud or other
      alleged violations by the Company or its agents of federal or state law. The
      Board of Directors has adopted a Whistleblower Protection Policy to reflect
      this
      policy.





The
      Company is committed to operating its business with honesty and integrity.
      To
      promote compliance with all applicable laws, rules and regulations, the Board
      of
      Directors has adopted a Code of Ethics that reiterates the standards of conduct
      and ethical behavior that we have always expected of our directors, officers
      and
      employers (collectively, “Associates” and individually, an “Associate”).
      However, the Code of Ethics is only one aspect of our commitment. Other Company
      policies and procedures are issued by the Company from time to time, and all
      Associates must also be familiar with and comply with such other policies and
      procedures.





**WHISTLEBLOWER
      PROTECTION POLICY**





Federal
      laws prohibit retaliatory action by public companies against their employees
      who
      take certain lawful actions when they suspect wrongdoing on the part of their
      employer. In furtherance of the Company’s obligations under federal law, neither
      the Company nor any of our officers, employees, contractors, subcontractors
      or
      agents, may discharge, demote, suspend, threaten, harass, or in any other manner
      discriminate against an employee because of any lawful act done by the employee
      to:





(a)
            provide
                information to or otherwise assist in an investigation by a federal
                regulatory or law enforcement agency, any member of Congress or committee
                of Congress, or any person with supervisory authority over the employee
                (or such other person working for the Company who has the authority
                to
                investigate, discover or terminate an employee), where such information
                or
                investigation relates to any conduct that the employee reasonably
                believes
                constitutes a violation of federal mail fraud, wire fraud, bank fraud
                or
                securities fraud laws, any Securities & Exchange Commission (the
                “SEC”) rule or regulation, or any other federal law relating to fraud
                against shareholders; or





(b)
            file,
                testify, participate in, or otherwise assist in a proceeding relating
                to
                alleged violations of any of the federal fraud or securities laws
                described in (a) above.





**CODE
      OF ETHICS**





T he
      following rules constitute the Company’s Code of Ethics (the “Code”). This Code
      is intended to aid Associates in making ethical and legal decisions when
      conducting Company business and performing their day-to-day duties. As used
      herein, the principal executive officer, principal financial officer, principal
      accounting officer or controller, or persons performing similar functions are
      sometimes also referred to as the “Senior Financial Officers”.





This
      Code
      has been reasonably designed to deter wrongdoing and to promote:





·
            honest
                and ethical conduct, including the ethical handling of actual and
                apparent
                conflicts of interest between personal and professional
                relationships;





·
            full,
                fair, accurate, timely, and understandable disclosure in reports
                and
                documents that the Company files with, or submits to, the SEC and
                in other
                public communications made by the
                Company;





·
            compliance
                with applicable governmental laws, rules and
                regulations;





·
            the
                prompt internal reporting to an appropriate person or persons identified
                in the Code of violations of the Code;
                and





·
            accountability
                for adherence to the Code.





The
      Company expects Associates to act in a responsible manner that preserves the
      Company’s reputation for honesty, integrity and the highest professional ethics.
      This Code will not contain the answer to every situation an Associate may
      encounter or every concern about conducting business ethically and legally.
      If
      you feel uncomfortable about a situation or have any doubts about whether it
      is
      consistent with the Company’s ethical standards, seek help by following the
      procedures set forth in this Code.





This
      Code
      is a statement of certain fundamental principles, policies and procedures that
      govern Associates in the conduct of the Company’s business. It is not intended
      to and does not create any rights in any employee, customer, supplier,
      competitor, shareholder or any other person or entity.





Associates
      generally have other legal and contractual obligations to the Company. This
      Code
      is not intended to reduce or limit the other obligations that you may have
      to
      the Company. Instead, the standards in this Code should be viewed as the minimum
      standards that the Company expects from Associates in the conduct of the
      Company’s business.





**I.**  **Standards
      of Conduct**





**A.**
            **Honest
                and Candid Conduct**





Associates
      are expected to act and perform their duties ethically and honestly with the
      utmost integrity. Honest conduct is considered to be conduct that is free from
      fraud or deception. Ethical conduct is considered to be conduct conforming
      to
      accepted professional standards of conduct. Ethical conduct includes the ethical
      handling of actual or apparent conflicts of interest between personal and
      professional relationships as discussed below.





**B.**
            **Conflicts
                of Interest**





A
      conflict of interest exists when an individual’s private interest interferes or
      appears to interfere with the interests of the Company. A conflict of interest
      can arise when an Associate takes actions or has interests that may make it
      difficult to perform his or her Company work objectively and effectively. For
      example, a conflict of interest would arise if an Associate, or a member or
      his
      or her family, receives improper personal benefits as a result of his or her
      position in the Company. While it is not possible to describe every situation
      in
      which a conflict of interest may arise, Associates must never use or attempt
      to
      use their position with the Company to obtain improper personal benefits.





**C.**
            **Accuracy
                of Financial Reports and Other Public
                Communications**





The
      Company, as a public company, is subject to various securities laws, regulations
      and reporting obligations. Both federal law and our policies require the
      disclosure of accurate and complete information regarding the Company’s
      business, financial condition and results of operations which may be filed
      with,
      or submitted to, the SEC and other regulators or disseminated publicly.
      Inaccurate, incomplete or untimely reporting will not be tolerated and can
      severely damage the Company and result in legal liability.





Senior
      Financial Officers are responsible for ensuring that the disclosure in the
      Company’s periodic reports is full, fair, accurate, timely and understandable.
      In doing so, Senior Financial Officers shall take such action as is reasonably
      appropriate to (i) establish and comply with disclosure controls and procedures
      and accounting and financial controls that are designed to ensure that material
      information relating to the Company is made known to them; (ii) confirm that
      the
      Company’s periodic reports comply with the requirements of Section 13(a) or
      15(d) of the Securities Exchange Act of 1934; and (iii) ensure that information
      contained in the Company’s periodic reports fairly presents in all material
      respects the financial condition and results of operations of the
      Company.





**D.**
            **Compliance
                with Laws and Regulations**





It
      is the
      Company’s policy to comply with all applicable laws, rules, and regulations. It
      is the personal responsibility of each Associate to adhere to the standards
      and
      restrictions imposed by those laws, rules, and regulations. In performing his
      or
      her duties, each Associate will endeavor to comply, and take appropriate action
      within his or her areas of responsibility to cause the Company to comply, with
      applicable governmental laws, rules, and regulations.





**II.**  **Compliance
      Procedures**





**A.**
            **Monitoring
                Compliance and Disciplinary
                Action**





The
      Company’s management, under the supervision of its Board of Directors or a
      committee thereof, or, in the case of accounting, internal accounting controls
      or auditing matters, the Audit Committee (the Audit Committee shall be the
      Company’s Board of Directors unless and until a separate Audit Committee is
      constituted), shall take reasonable steps from time to time to (i) monitor
      compliance with the Code, including the establishment of monitoring systems
      that
      are reasonably designed to investigate and detect conduct in violation of the
      Code, and (ii) when appropriate, impose and enforce appropriate disciplinary
      measures for violations of the Code.





Disciplinary
      measures for violations of the Code may include, but are not limited to, oral
      or
      written reprimands, warnings, counseling, probation or suspension with or
      without pay, demotions, reductions in salary, termination of employment or
      service and restitution, disciplinary action, including
      termination.





Management
      of the Company shall periodically report to the Board of Directors or a
      committee thereof on these compliance efforts including, without limitation,
      periodic reporting of alleged violations of the Code and the actions taken
      with
      respect to any such violation.





**B.**
            **Reporting
                Illegal or Unethical
                Behavior**





Associates
      are required to act proactively by asking questions, seeking guidance and
      reporting suspected violations of the Code and other policies and procedures
      of
      the Company, as well as any violation or suspected violation of applicable
      law,
      rule or regulation arising in the conduct of the Company’s business or occurring
      on the Company’s property. If any Associate believes that actions have taken
      place, may be taking place, or may be about to take place that violate or would
      violate the Code, he or she is obligated to bring the matter to the attention
      of
      the Company. The best starting point for an Associate seeking advice on
      ethics-related issues or reporting potential violations of the Code will usually
      be his or her supervisor. However, if the conduct in question involves his
      or
      her supervisor, if the Associate has reported the conduct in question to his
      or
      her supervisor and does not believe that he or she has dealt with it properly,
      or if the Associate does not feel that he or she can discuss the matter with
      his
      or her supervisor, the Associate should raise the matter, **in
      writing** ,
      with
      the Board of Directors.





**C.**
            **Procedures
                for Submitting Concerns about Accounting, Internal Accounting Controls
                or
                Auditing Matters**





The
      Company is committed to achieving compliance with all applicable laws and
      regulations relating to accounting standards and audit practices. The Company’s
      Audit Committee is responsible for overseeing treatment of complaints regarding
      these matters. In order to facilitate the reporting of accounting and audit
      related violations by Associates, the Audit Committee has established the
      following procedures for the confidential, anonymous submission of concerns
      regarding questionable accounting and auditing matters. If an Associate is
      not
      sure if the matter he or she is concerned about relates to accounting or
      auditing matters, the Associate should ask his or her supervisor or contact, **in
      writing** ,
      the
      Board of Directors.





If
      you
      have, at any time, concerns regarding questionable accounting or auditing
      matters relating to the Company, immediately notify the Audit Committee in
      writing at the following address:





Forster
      Drilling Corporation


Attn:
      Audit Committee


6371
      Richmond Avenue, Suite 275


Houston,
      Texas 77056





You
      can
      be assured that any information will be treated in a confidential manner, except
      to the extent necessary (i) to conduct a complete and fair investigation, or
      (ii) for review of Company operations by the Company’s Board of Directors, its
      Audit Committee or the Company’s independent public accountants and the
      Company’s counsel. If you wish to remain anonymous, it is not necessary that you
      give your name or position in any notification. Whether you identify yourself
      or
      not, in order that a proper investigation can be conducted, please give us
      as
      much information as you can, sufficient to do a proper investigation, including
      where and when the incident occurred, names and titles of the individuals
      involved and as much other detail as you can provide.





**D.**
            **Policy
                Against Retaliation**





The
      Company will not permit any negative or adverse actions to be taken against
      any
      Associate who in good faith reports a possible violation of this Code of Ethics,
      including any concerns regarding questionable accounting or auditing matters,
      even if the report is mistaken, or against any Associate who assists in the
      investigation of a reported violation. Retaliation in any form will not be
      tolerated. Any act of alleged retaliation should be reported immediately and
      will be promptly investigated.


**E.**
            **Amendments
                and Waivers of the Code**





No
      waiver
      of any provisions of this Code for the benefit of a director or an executive
      officer (which includes without limitation, the Senior Financial Officers)
      shall
      be effective unless (i) approved by the Board of Directors or, if permitted,
      a
      committee thereof, and (ii) if required, such waiver is promptly disclosed
      to
      the Company’s shareholders in accordance with applicable United States
      securities laws and/or the rules and regulations of any exchange upon which
      the
      Company’s securities are traded.





Any
      waivers of the Code for other Associates may be made by the Chief Executive
      Officer, the Board of Directors, or if permitted, a committee of the Board
      of
      Directors.





Any
      amendments to this Code must be approved by the Board of Directors or a
      committee thereof and, if applicable must be promptly disclosed to the Company’s
      shareholders in accordance with applicable United States securities laws and/or
      the rules and regulations of any exchange upon which the Company’s securities
      are traded.





This
      Whistleblower Protection Policy and Code of Ethics was adopted by the Board
      of
      Directors and became effective as of October 3, 2006.