FORM OF NOTE


     

    Exhibit
      10.02

    
 

    FORM
      OF NOTE

     

    12%
      CONVERTIBLE NOTE DUE NOVEMBER 2007

     

    
      	
              No.
                [_____]

            	
              ______________,
                2006

            


    

    


    
      	
              $[________]

            	 


    

    FOR
      VALUE
      RECEIVED, the undersigned, Forster Drilling Corporation, Inc. (the “Company”), a
      corporation organized and existing under the laws of the State of Nevada, hereby
      promises to pay _________________________________, or registered assigns, the
      principal sum of [_______________________________] DOLLARS on November 1, 2007
      with interest (computed on the basis of a 360-day year of twelve 30-day months)
      on the unpaid balance thereof at the rate of 12% per annum from the date hereof.
      This Note is one of a series of 12% Convertible Notes due November 1, 2007
      (the
“Notes”) issued pursuant to the Securities Purchase Agreement, dated as of
      October 31, 2006 (as from time to time amended, the “Purchase Agreement”), among
      the Company and the Purchasers named therein and is entitled to the benefits
      thereof. This Note is subject to the terms and conditions of the Purchase
      Agreement and in the case of a perceived conflict between this Note and the
      Purchase Agreement, the provision of the Purchase Agreement shall govern.
      Capitalized terms used herein without definition have the meanings assigned
      thereto in the Purchase Agreement.

     

    The
      Company shall make quarterly interest payments hereunder on each the first
      Business Day of February, April, July and November, commencing February 1,
      2007,
      in the amounts of the accrued but unpaid interest. The quarterly payments may
      be
      made in Common Stock at the request of the Holder.

     

    Payments
      of principal and interest on this Note are to be made in lawful money of the
      United States of America as specified in the Purchase Agreement or at such
      other
      place as the Company shall have designated by written notice to the Holder
      of
      this Note as provided in the Purchase Agreement.

     

    Each
      Holder of this Note will be deemed, by its acceptance hereof to have made the
      representations set forth in Article 4 of the Purchase Agreement.

     

    Upon
      surrender of this Note for registration of transfer, duly endorsed, or
      accompanied by a written instrument of transfer duly executed, by the registered
      Holder hereof or such holder’s attorney duly authorized in writing, a new Note
      for a like principal amount will be issued to, and registered in the name of,
      the transferee. Prior to due presentment for registration of transfer, the
      Company and any paying agent or registrar for the Notes may treat the person
      in
      whose name this Note is registered as the owner hereof for the purpose of
      receiving payment and for all other purposes, and the Company and any paying
      agent or registrar for the Notes will not be affected by any notice to the
      contrary.

     

    This
      Note
      is also subject to optional prepayment, in whole or from time to time in part,
      at any time during the term of the Note.

     

    This
      Note
      is convertible into Common Stock of the Company at the times and on the terms
      specified in the Purchase Agreement.

     

     

    At
      the
      option of the Holders of not less than 50% of the aggregate principal amount
      of
      the Notes then outstanding, and subject to Company’s right to cure set forth
      below, the entire principal balance and accrued interest owing shall become
      due
      and payable by written notice, on the occurrence at any time of any of the
      following events:

     

     

    
      	(a)  	
              Default
                shall be made in the payment of principal of the Note when and as
                the same
                shall become due and payable, either at maturity or by acceleration
                or
                otherwise;

            


    

     

     

    
      	(b)  	
              Default
                shall be made in the payment of interest on the Notes when the same
                becomes due and payable and the default continues of a period of
                5
                days;

            


    

     

     

    
      	(c)  	
              Default
                shall be made in the due performance or observance of any other covenant,
                agreement or provision herein to be performed or observed by the
                Company
                or a material breach shall exist in any representation or warranty
                contained herein or in the Purchase Agreement, and notice thereof
                to the
                Company from any Holder or Holders of Notes aggregating not less
                than 10%
                of the aggregate principal amount of the Notes then outstanding;
                provided,
                however, that if any such default or material breach shall be such
                that it
                cannot be cured or corrected within such 30-day period, such period
                shall
                be extended for such additional period of time as shall be necessary
                to
                effect such cure or correction if curative or corrective action is
                instituted within said 30-day period and thereafter diligently
                pursued;

            


    

     

     

    
      	(d)  	
              a
                default under any bonds, debentures, notes or other evidences of
                indebtedness for money borrowed of the Company or the Subsidiary
                or under
                any mortgages, indentures, instruments or other agreements under
                which
                there may be issued or by which there may be secured or evidenced
                any
                indebtedness for money borrowed by the Company or the Subsidiary,
                whether
                such indebtedness now exists or shall hereafter be created, which
                indebtedness, individually or in the aggregate, has a principal amount
                outstanding in excess of $1,000,000;


            


    

     

     

    
      	(e)  	
              judgment
                or judgments for the payment of money in an amount, individually
                or in the
                aggregate, of at least $1,000,000 shall be rendered against the Company
                and shall remain unsatisfied and unstayed for a period of twenty
                (20)
                days; 

            


    

     

    
      	(f)  	
              the
                Company or the Subsidiary pursuant to or within the meaning of any
                Bankruptcy Law:

            


    

    


              1.  commences
      a voluntary case, 

     

    2.  consents
      to the entry of an order for relief against it in an involuntary
      case,

     

     

    3.  consents
      to the appointment of a Custodian of it or for all or substantially all of
      its
      property, or

     

    4.  makes
      a
      general assignment for the benefit of its creditors; or

    


    
      	(g)  	
              court
                of competent jurisdiction enters an order or decree under any Bankruptcy
                Law that:

            


    

    


    1.  is
      for
      relief against the Company or the Subsidiary in an involuntary
      case,

     

    2.  appoints
      a Custodian of the Company or the Subsidiary or for all or substantially all
      of
      the property of any of them, or

     

    3.  orders
      the winding up or liquidation of the Company or the Subsidiary,

     

    and
      the
      order or decree remains unstayed and in effect for 60 days.

     

    The
      term
“Bankruptcy
      Law”
means
      title 11, U.S. Code or any similar Federal or State law for the relief of
      debtors and the term “Custodian”
means
      any receiver, agent, assignee, liquidator or other similar official under any
      Bankruptcy Law.

     

     

    Upon
      notice of default as provided for herein, subject to the Company’s right to cure
      set forth herein, principal and interest shall be due and payable without
      presentment, protest, or further demand or notice of any kind, all of which
      are
      hereby expressly waived. 

     

     

    No
      right
      or remedy herein is intended to be exclusive of any other right or remedy,
      and
      every right and remedy shall, to the extent permitted by law, be cumulative
      and
      in addition to every other right and remedy given hereunder or now or hereafter
      existing at law or in equity or otherwise. The assertion or employment of any
      right or remedy hereunder, or otherwise, shall not prevent the concurrent
      assertion or employment of any other appropriate right or remedy.

     

     

    No
      delay
      or omission to exercise any right or remedy accruing upon any event of default
      shall impair any such right or remedy or constitute a waiver of any such event
      of default or acquiescence therein. 

     

     

    If
      this
      Note is given to an attorney for collection, or if suit is brought for
      collection, or if it is collected through bankruptcy, or other judicial
      proceedings, then the Company shall pay Holder all costs of collection,
      including reasonable attorneys’ fees and court costs, in addition to other
      amounts due.

     

     

    If
      any
      principal, interest (including any overdue interest) or other amount due
      hereunder is not paid when due and within the applicable grace period provided
      therefor, then the Company shall pay interest at the Default Rate on the
      outstanding principal balance of this Note, from the due date of such payment
      (without regard to any applicable grace period) until the date such payment
      is
      made. In addition, if any principal, interest (including any overdue interest)
      or other amount due hereunder is not paid when due and within the applicable
      grace period provided therefor, then the Company shall pay a late charge equal
      to two percent (2.0%) of the amount of such payment not paid when due, which
      late charge shall be due and payable on the first Business Day after such
      payment was not paid when due. For purposes of the foregoing, “Default
      Rate”
means
      fifteen percent (15.0%).

     

     

    Interest
      on the debt evidenced by this Note shall not exceed the maximum amount of
      non-usurious interest that may be contracted for, taken, reserved, charged,
      or
      received under law; any interest in excess of that maximum amount shall be
      credited on the principal of the debt or, if that has been paid, refunded.
      On
      any acceleration or required or permitted prepayment, any such excess shall
      be
      canceled automatically as of the acceleration or prepayment or, if already
      paid,
      credited on the principal of the debt, or if the principal of the debt has
      been
      paid, refunded. This provision overrides other provisions in this and all other
      instruments concerning the debt.

     

     

    Notwithstanding
      the foregoing, the Company covenants (to the extent that it may lawfully do
      so)
      that it will not at any time insist upon, or plead, or in any manner whatsoever
      claim or take the benefit or advantage of, any usury, stay or extension law
      wherever enacted, now or at any time hereafter in force, which may affect the
      covenants or the performance of this Agreement; and the Company (to the extent
      that it may lawfully do so) hereby expressly waives all benefit or advantage
      of
      any such law, and covenants that it will not hinder, delay or impede the
      execution of any power, but will suffer and permit the execution of every such
      power as though no such law had been enacted.

     

    This
      Note
      shall be construed and enforced in accordance with, and the rights of the
      parties shall be governed by, the law of the State of Texas excluding
      choice-of-law principles of the law of such State that would require the
      application of the laws of a jurisdiction other than such State.

     

      IN
      WITNESS WHEREOF, the undersigned has executed this Note on and as of the date
      first above written.

     

     

    FORSTER
      DRILLING CORPORATION

     

    


    By:     

    Name:     

    Title: