EXHIBIT
      10.3

    


    SPLIT-OFF
      AGREEMENT

    


    SPLIT-OFF
      AGREEMENT,
      dated
      as of this 6th day of April 2006 (this “Agreement”), by and among Foothills
      Resources, Inc., a Nevada corporation (“Seller”), J. Earl Terris (“Purchaser”),
      Foothills Leasco, Inc., a Nevada corporation (“Leasco”), and Brasada California,
      Inc., a Delaware corporation (“Brasada”).

     

    R
      E C I T A L S:

    


    WHEREAS, Seller
      is
      the owner of all of the issued and outstanding capital stock of Leasco. Leasco
      is a newly-formed wholly owned subsidiary of Seller which was organized to
      acquire, and has so acquired, a mineral lease previously granted to Seller.
      Seller has no other businesses or operations;

    


    WHEREAS,
      prior
      to the execution of this Agreement, Seller, Brasada, and a newly-formed
      wholly-owned Delaware subsidiary of Seller, Brasada Acquisition Corp.
      (“Acquisition Corp.”), have entered into an Agreement and Plan of Merger and
      Reorganization (the “Merger Agreement”) pursuant to which Acquisition Corp.
      merged with and into Brasada with Brasada being the surviving entity (the
“Merger”), and the stockholders of Brasada received shares of common stock in
      Seller in exchange for their shares of common stock in Brasada;

    


    WHEREAS,
      the
      execution and delivery of this Agreement was required by Brasada as a condition
      subsequent to its execution of the Merger Agreement. The consummation of the
      purchase and sale transaction contemplated by this Agreement was also a
      condition subsequent to the completion of the Merger pursuant to the Merger
      Agreement. Seller has represented to Brasada in the Merger Agreement that the
      purchase and sale transaction contemplated by this Agreement would be
      consummated as soon as practicable following the consummation of the Merger,
      and
      Brasada relied on such representation in entering into the Merger
      Agreement;

    


    WHEREAS,
      Purchaser desires to purchase the Shares (as defined in Section
      1.1)
      from
      Seller, and to assume, as between Seller and Purchaser, all responsibilities
      for
      any debts, obligations and liabilities of Leasco, on the terms and subject
      to
      the conditions specified in this Agreement; and

    


    WHEREAS,
      Seller
      desires to sell and transfer the Shares to the Purchaser, on the terms and
      subject to the conditions specified in this Agreement;

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and the covenants, promises, and agreements herein
      set forth and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto, intending
      legally to be bound, agree as follows.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    I. PURCHASE
      AND SALE OF STOCK.

     

    1.1 Purchased
      Shares.
      Subject
      to the terms and conditions provided below, Seller shall sell and transfer
      to
      Purchaser and Purchaser shall purchase from Seller, on the Closing Date (as
      defined in Section
      1.3),
      all
      the issued and outstanding shares of capital stock of Leasco (the
“Shares”).

     

    1.2 Purchase
      Price.
      The
      purchase price for the Shares shall be the transfer and delivery by Purchaser
      to
      Seller of 34,106,183 shares of common stock of Seller that Purchaser owns (the
      “Purchase Price Shares”), deliverable as provided in Section
      2.2.

     

    1.3 Closing.
      The
      closing of the transactions contemplated in this Agreement (the “Closing”) shall
      take place as soon as practicable following the execution of this Agreement.
      The
      date on which the Closing occurs shall be referred to herein as the Closing
      Date
      (the “Closing Date”).

     

    II. CLOSING.

     

    2.1 Transfer
      of Shares.
      At the
      Closing, Seller shall deliver to Purchaser a certificate representing the
      Shares, duly endorsed to Purchaser or as directed by Purchaser, which delivery
      shall vest Purchaser with good and marketable title to all of the issued and
      outstanding shares of capital stock of Leasco, free and clear of all liens
      and
      encumbrances.

     

    2.2 Payment
      of Purchase Price.
      At the
      Closing, Purchaser shall deliver to Seller a certificate or certificates
      representing the Purchase Price Shares duly endorsed to Seller, which delivery
      shall vest Seller with good and marketable title to the Purchase Price Shares,
      free and clear of all liens and encumbrances.

     

    2.3 Transfer
      of Records.
      On or
      before the Closing, Seller shall arrange for transfer to Leasco all existing
      corporate books and records in Seller’s possession relating to Leasco and its
      business, including but not limited to all agreements, litigation files, real
      estate files, mineral leases, personnel files and filings with governmental
      agencies; provided,
      however,
      when
      any such documents relate to both Seller and Leasco, only copies of such
      documents need be furnished. On or before the Closing, Purchaser and Leasco
      shall transfer to Seller all existing corporate books and records in the
      possession of Purchaser or Leasco relating to Seller, including but not limited
      to all corporate minute books, stock ledgers, certificates and corporate seals
      of Seller and all agreements, litigation files, real property files, personnel
      files and filings with governmental agencies; provided,
      however,
      when
      any such documents relate to both Seller and Leasco or its business, only copies
      of such documents need be furnished.

     

    III. PURCHASER’S
      REPRESENTATIONS AND WARRANTIES.
      Purchaser represents and warrants to Seller and Brasada that:

     

    3.1 Capacity
      and Enforceability.
      Purchaser has the legal capacity to execute and deliver this Agreement and
      the
      documents to be executed and delivered by Purchaser at the Closing pursuant
      to
      the transactions contemplated hereby. This Agreement and all such documents
      constitute valid and binding agreements of Purchaser, enforceable in accordance
      with their terms.

     

    
      
        
        

      

      
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    3.2 Compliance.
      Neither
      the execution and delivery of this Agreement nor the consummation of the
      transactions contemplated hereby by Purchaser will result in the breach of
      any
      term or provision of, or constitute a default under, or violate any agreement,
      indenture, instrument, order, law or regulation to which Purchaser is a party
      or
      by which Purchaser is bound.

     

    3.3 Purchase
      for Investment.
      Purchaser is financially able to bear the economic risks of acquiring an
      interest in Leasco and the other transactions contemplated hereby, and has
      no
      need for liquidity in this investment. Purchaser has such knowledge and
      experience in financial and business matters in general and with respect to
      businesses of a nature similar to the business of Leasco so as to be capable
      of
      evaluating the merits and risks of, and making an informed business decision
      with regard to, the acquisition of the Shares. Purchaser is acquiring the Shares
      solely for his own account and not with a view to or for resale in connection
      with any distribution or public offering thereof, within the meaning of any
      applicable securities laws and regulations, unless such distribution or offering
      is registered under the Securities Act of 1933, as amended (the “Securities
      Act”), or an exemption from such registration is available. Purchaser has
      (i) received all the information he has deemed necessary to make an
      informed investment decision with respect to the acquisition of the Shares;
      (ii) had an opportunity to make such investigation as he has desired
      pertaining to Leasco and the acquisition of an interest therein and to verify
      the information which is, and has been, made available to him; and
      (iii) had the opportunity to ask questions of Seller concerning Leasco.
      Purchaser acknowledges that Purchaser is an officer and director of Seller
      and
      Leasco and, as such, has actual knowledge of the business, operations and
      financial affairs of Leasco. Purchaser has received no public solicitation
      or
      advertisement with respect to the offer or sale of the Shares. Purchaser
      realizes that the Shares are “restricted securities” as that term is defined in
      Rule 144 promulgated by the Securities and Exchange Commission under the
      Securities Act, the resale of the Shares is restricted by federal and state
      securities laws and, accordingly, the Shares must be held indefinitely unless
      their resale is subsequently registered under the Securities Act or an exemption
      from such registration is available for their resale. Purchaser understands
      that
      any resale of the Shares by him must be registered under the Securities Act
      (and
      any applicable state securities law) or be effected in circumstances that,
      in
      the opinion of counsel for Leasco at the time, create an exemption or otherwise
      do not require registration under the Securities Act (or applicable state
      securities laws). Purchaser acknowledges and consents that certificates now
      or
      hereafter issued for the Shares will bear a legend substantially as
      follows:

     

    THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER
      ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR
      INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
      EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
      QUALIFICATION UNDER THE STATE ACTS OR EXEMPTIONS FROM SUCH REGISTRATION OR
      QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE
      EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144
      THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE
      SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE
      AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR
      SUCH
      OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT
      VIOLATE THE SECURITIES LAWS.

     

    
      
        
        

      

      
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    Purchaser
      understands that the Shares are being sold to him pursuant to the exemption
      from
      registration contained in Section 4(1) of the Securities Act and that the Seller
      is relying upon the representations made herein as one of the bases for claiming
      the Section 4(1) exemption. 

     

    3.4 Liabilities.
      Following the Closing, Seller will have no liability for any debts, liabilities
      or obligations of Leasco or its business or activities, and there are no
      outstanding guaranties, performance or payment bonds, letters of credit or
      other
      contingent contractual obligations that have been undertaken by Seller directly
      or indirectly in relation to Leasco or its business and that may survive the
      Closing. 

     

    3.5 Title
      to Purchase Price Shares.
      Purchaser is the sole record and beneficial owner of the Purchase Price Shares.
      At Closing, Purchaser will have good and marketable title to the Purchase Price
      Shares, which Purchase Price Shares are, and at the Closing will be, free and
      clear of all options, warrants, pledges, claims, liens, and encumbrances and
      any
      restrictions or limitations prohibiting or restricting transfer to Seller,
      except for restrictions on transfer as contemplated by applicable securities
      laws. 

     

    IV. SELLER’S
      AND LEASCO’S REPRESENTATIONS AND WARRANTIES.
      Seller
      and Leasco, jointly and severally, represent and warrant to Purchaser
      that:

     

    4.1 Organization
      and Good Standing.
      Seller
      is a corporation duly incorporated, validly existing, and in good standing
      under
      the laws of the State of Nevada. Leasco is a corporation duly incorporated,
      validly existing and in good standing under the laws of the State of
      Delaware.

     

    4.2 Authority
      and Enforceability.
      The
      execution and delivery of this Agreement and the documents to be executed and
      delivered at the Closing pursuant to the transactions contemplated hereby,
      and
      performance in accordance with the terms hereof and thereof, have been duly
      authorized by Seller and all such documents constitute the valid and binding
      agreements of Seller enforceable in accordance with their terms.

     

    4.3 Title
      to Shares.
      Seller
      is the sole record and beneficial owner of the Shares. At Closing, Seller will
      have good and marketable title to the Shares, which Shares are, and at the
      Closing will be, free and clear of all options, warrants, pledges, claims,
      liens
      and encumbrances, and any restrictions or limitations prohibiting or restricting
      transfer to Purchaser, except for restrictions on transfer as contemplated
      by
Section
      3.3
      above.
      The Shares constitute all of the issued and outstanding shares of capital stock
      of Leasco.

     

    
      
        
        

      

      
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    4.4 WARN
      Act.
      Leasco
      does not have a sufficient number of employees to make it subject to the Worker
      Adjustment and Retraining Notification Act (“WARN Act”).

     

    4.5 Representations
      in Merger Agreement.
      Leasco
      represents and warrants that all of the representations and warranties by
      Seller, insofar as they relate to Leasco, contained in the Merger Agreement
      are
      true and correct.

     

    V. OBLIGATIONS
      OF PURCHASER PENDING CLOSING.
      Purchaser covenants and agrees that between the date hereof and the
      Closing:

     

    5.1 Not
      Impair Performance.
      Purchaser shall not take any intentional action that would cause the conditions
      upon the obligations of the parties hereto to effect the transactions
      contemplated hereby not to be fulfilled, including, without limitation, taking
      or causing to be taken any action that would cause the representations and
      warranties made by any party herein not to be true, correct and accurate as
      of
      the Closing, or in any way impairing the ability of Seller to satisfy its
      obligations as provided in Article
      VI.

     

    5.2 Assist
      Performance.
      Purchaser shall exercise its reasonable best efforts to cause to be fulfilled
      those conditions precedent to Seller’s obligations to consummate the
      transactions contemplated hereby which are dependent upon actions of Purchaser
      and to make and/or obtain any necessary filings and consents in order to
      consummate the sale transaction contemplated by this Agreement.

     

    VI. OBLIGATIONS
      OF SELLER PENDING CLOSING.
      Seller
      covenants and agrees that between the date hereof and the Closing:

     

    6.1 
      Business as Usual.
      Leasco
      shall operate and Seller shall cause Leasco to operate in accordance with past
      practices and shall use best efforts to preserve its goodwill and the goodwill
      of its employees, customers and others having business dealings with Leasco.
      Without limiting the generality of the foregoing, from the date of this
      Agreement until the Closing Date, Leasco shall (a) make all normal and
      customary repairs to its equipment, assets and facilities, (b) keep in
      force all insurance, (c) preserve in full force and effect all material
      franchises, licenses, contracts and real property interests and comply in all
      material respects with all laws and regulations, (d) collect all accounts
      receivable and pay all trade creditors in the ordinary course of business at
      intervals historically experienced, and (e) preserve and maintain Leasco’s
      assets in their current operating condition and repair, ordinary wear and tear
      excepted. Leasco shall not (i) amend, terminate or surrender any material
      franchise, license, contract or real property interest, or (ii) sell or
      dispose of any of its assets except in the ordinary course of business. Neither
      Leasco nor Purchaser shall take or omit to take any action that results in
      Seller incurring any liability or obligation prior to or in connection with
      the
      Closing.

     

    6.2 Not
      Impair Performance.
      Seller
      shall not take any intentional action that would cause the conditions upon
      the
      obligations of the parties hereto to effect the transactions contemplated hereby
      not to be fulfilled, including, without limitation, taking or causing to be
      taken any action which would cause the representations and warranties made
      by
      any party herein not to be materially true, correct and accurate as of the
      Closing, or in any way impairing the ability of Purchaser to satisfy his
      obligations as provided in Article
      V.

     

    
      
        
        

      

      
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    6.3 Assist
      Performance.
      Seller
      shall exercise its reasonable best efforts to cause to be fulfilled those
      conditions precedent to Purchaser’s obligations to consum-mate the transactions
      contemplated hereby which are dependent upon the actions of Seller and to work
      with Purchaser to make and/or obtain any necessary filings and consents. Seller
      shall cause Leasco to comply with its obligations under this
      Agreement.

     

    VII. SELLER’S
      AND LEASCO’S CONDITIONS PRECEDENT TO CLOSING.
      The
      obligations of Seller and Leasco to close the transactions contemplated by
      this
      Agreement are subject to the satisfaction at or prior to the Closing of each
      of
      the following conditions precedent (any or all of which may be waived by Seller
      and Brasada in writing):

     

    7.1 Representations
      and Warranties; Performance.
      All
      representations and warranties of Purchaser contained in this Agreement shall
      have been true and correct, in all material respects, when made and shall be
      true and correct, in all material respects, at and as of the Closing, with
      the
      same effect as though such representations and warranties were made at and
      as of
      the Closing. Purchaser shall have performed and complied with all covenants
      and
      agreements and satisfied all conditions, in all material respects, required
      by
      this Agreement to be performed or complied with or satisfied by Purchaser at
      or
      prior to the Closing.

     

    7.2 Additional
      Documents.
      Purchaser shall deliver or cause to be delivered such additional documents
      as
      may be necessary in connection with the consummation of the transactions
      contemplated by this Agreement and the performance of their obligations
      hereunder.

     

    7.3 Release
      by Leasco.
      At the
      Closing, Leasco shall execute and deliver to Seller and Brasada a general
      release which in substance and effect releases Seller and Brasada from any
      and
      all liabilities and obligations that Seller and Brasada may owe to Leasco in
      any
      capacity and from any and all claims that Leasco may have against Seller,
      Brasada, or their respective officers, directors, stockholders, employees and
      agents (other than those arising pursuant to this Agreement or any document
      delivered in connection with this Agreement).

     

    VIII. PURCHASER’S
      CONDITIONS PRECEDENT TO CLOSING.
      The
      obligation of Purchaser to close the transactions contemplated by this Agreement
      is subject to the satisfaction at or prior to the Closing of each of the
      following conditions precedent (any and all of which may be waived by Purchaser
      in writing):

     

    8.1 Representations
      and Warranties; Performance.
      All
      representations and warranties of Seller and Leasco contained in this Agreement
      shall have been true and correct, in all material respects, when made and shall
      be true and correct, in all material respects, at and as of the Closing with
      the
      same effect as though such representations and warranties were made at and
      as of
      the Closing. Seller and Leasco shall have performed and complied with all
      covenants and agreements and satisfied all conditions, in all material respects,
      required by this Agreement to be performed or complied with or satisfied by
      them
      at or prior to the Closing.

     

    
      
        
        

      

      
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    IX. OTHER
      AGREEMENTS.

     

    9.1 Expenses.
      Each
      party hereto shall bear its expenses separately incurred in connection with
      this
      Agreement and with the performance of its obligations hereunder.

     

    9.2 Confidentiality.
      The
      parties hereto shall not make any public announcements concerning this
      transaction other than in accordance with mutual agreement reached prior to
      any
      such announcement(s) and other than as may be required by applicable law or
      judicial process. If for any reason the transactions contemplated hereby are
      not
      consummated, then Purchaser shall return any information received by Purchaser
      from Seller or Leasco, and Purchaser shall cause all confidential information
      obtained by Purchaser concerning Leasco and its business to be treated as
      such.

     

    9.3 Brokers’
      Fees.
      No
      party to this Agreement has employed the services of a broker and each agrees
      to
      indemnify the other against all claims of any third parties for fees and
      commissions of any brokers claiming a fee or commission related to the
      transactions contemplated hereby.

     

    9.4 Access
      to Information Post-Closing; Cooperation.
      

     

    (a) Following
      the Closing, Purchaser and Leasco shall afford to Seller and its authorized
      accountants, counsel, and other designated representatives reasonable access
      (and including using reasonable efforts to give access to persons or firms
      possessing information) and duplicating rights during normal business hours
      to
      allow records, books, contracts, instruments, computer data and other data
      and
      information (collectively, “Information”) within the possession or control of
      Purchaser or Leasco insofar as such access is reasonably required by Seller.
      Information may be requested under this Section
      9.4(a)
      for,
      without limitation, audit, accounting, claims, litigation and tax purposes,
      as
      well as for purposes of fulfilling disclosure and reporting obligations and
      performing this Agreement and the transactions contemplated hereby. No files,
      books or records of Leasco existing at the Closing Date shall be destroyed
      by
      Purchaser or Leasco after Closing but prior to the expiration of any period
      during which such files, books or records are required to be maintained and
      preserved by applicable law without giving the Seller at least 30 days’ prior
      written notice, during which time Seller shall have the right to examine and
      to
      remove any such files, books and records prior to their
      destruction.

     

    (b) Following
      the Closing, Seller shall afford to Leasco and its authorized accountants,
      counsel and other designated representatives reasonable access (including using
      reasonable efforts to give access to persons or firms possessing information)
      duplicating rights during normal business hours to Information within Seller’s
      possession or control relating to the business of Leasco. Information may be
      requested under this Section
      9.4(b)
      for,
      without limitation, audit, accounting, claims, litigation and tax purposes
      as
      well as for purposes of fulfilling disclosure and reporting obligations and
      for
      performing this Agreement and the transactions contemplated hereby. No files,
      books or records of Leasco existing at the Closing Date shall be destroyed
      by
      Seller after Closing but prior to the expiration of any period during which
      such
      files, books or records are required to be maintained and preserved by
      applicable law without giving the Purchaser at least 30 days prior written
      notice, during which time Purchaser shall have the right to examine and to
      remove any such files, books and records prior to their
      destruction.

     

    
      
        
        

      

      
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    (c) At
      all
      times following the Closing, Seller, Purchaser and Leasco shall use reasonable
      efforts to make available to the other party on written request, the current
      and
      former officers, directors, employees and agents of Seller or Leasco for any
      of
      the purposes set forth in Section
      9.4(a) or (b)
      above or
      as witnesses to the extent that such persons may be reasonably be required
      in
      connection with any legal, administrative or other proceedings in which Seller
      or Leasco may from time to be involved.

     

    (d) The
      party
      to whom any Information or witnesses are provided under this Section
      9.4
      shall
      reimburse the provider thereof for all out-of-pocket expenses actually and
      reasonably incurred in providing such Information or witnesses.

     

    (e) Seller,
      Purchaser, Leasco and their respective employees and agents shall each hold
      in
      strict confidence all Information concerning the other party in their possession
      or furnished by the other or the other’s representative pursuant to this
      Agreement with the same degree of care as such party utilizes as to such party’s
      own confidential information (except to the extent that such Information is
      (i) in the public domain through no fault of such party or (ii) later
      lawfully acquired from any other source by such party), and each party shall
      not
      release or disclose such Information to any other person, except such party’s
      auditors, attorneys, financial advisors, bankers, other consultants and advisors
      or persons with whom such party has a valid obligation to disclose such
      Information, unless compelled to disclose such Information by judicial or
      administrative process or, as advised by its counsel, by other requirements
      of
      law.

     

    (f) Seller,
      Purchaser and Leasco shall each use their best efforts to forward promptly
      to
      the other party all notices, claims, correspondence and other materials which
      are received and determined to pertain to the other party.

     

    9.5 Guarantees,
      Surety Bonds and Letter of Credit Obligations.
      In the
      event that Seller is obligated for any debts, obligations or liabilities of
      Leasco by virtue of any outstanding guarantee, performance or surety bond or
      letter of credit provided or arranged by Seller on or prior to the Closing
      Date,
      Purchaser and Leasco shall use best efforts to cause to be issued replacements
      of such bonds, letters of credit and guarantees and to obtain any amendments,
      novations, releases and approvals necessary to release and discharge fully
      Seller from any liability thereunder following the Closing. Purchaser and
      Leasco, jointly and severally, shall be responsible for, and shall indemnify,
      hold harmless and defend Seller from and against, any costs or losses incurred
      by Seller arising from such bonds, letters of credits and guarantees and any
      liabilities arising therefrom and shall reimburse Seller for any payments that
      Seller may be required to pay pursuant to enforcement of its obligations
      relating to such bonds, letters of credit and guarantees.

     

    9.6 Filings
      and Consents.
      Purchaser, at its risk, shall determine what, if any, filings and consents
      must
      be made and/or obtained prior to Closing to consummate the purchase and sale
      of
      the Shares. Purchaser shall indemnify the Seller Indemnified Parties (as defined
      in Section
      11.1
      below)
      against any Losses (as defined in Section
      11.1
      below)
      incurred by any Seller Indemnified Parties by virtue of the failure to make
      and/or obtain any such filings or consents. Recognizing that the failure to
      make
      and/or obtain any filings or consents may cause Seller to incur Losses or
      otherwise adversely affect Seller, Purchaser and Leasco confirm that the
      provisions of this Section
      9.6
      will not
      limit Seller’s right to treat such failure as the failure of a condition
      precedent to Seller’s obligation to close pursuant to Article
      VII
      above.

     

    
      
        
        

      

      
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    9.7 Insurance.
      Purchaser acknowledges that on the Closing Date, effective as of the Closing,
      all insurance coverage and bonds provided by Seller for Leasco, and all
      certificates of insurance evidencing that Leasco maintains any required
      insurance by virtue of insurance provided by Seller, will terminate with respect
      to any insured damages resulting from matters occurring subsequent to Closing.
      

     

    9.8 Agreements
      Regarding Taxes.
      

     

    (a) Tax
      Sharing Agreements.
      Any tax
      sharing agreement between Seller and Leasco is terminated as of the Closing
      Date
      and will have no further effect for any taxable year (whether the current year,
      a future year, or a past year).

     

    (b) Returns
      for Periods Through the Closing Date.
      Seller
      will include the income and loss of Leasco (including any deferred income
      triggered into income by Reg. §1.1502-13 and any excess loss accounts taken into
      income under Reg. §1.1502-19) on Seller’s consolidated federal income tax
      returns for all periods through the Closing Date and pay any federal income
      taxes attributable to such income. Seller and Leasco agree to allocate income,
      gain, loss, deductions and credits between the period up to Closing (the
“Pre-Closing Period”) and the period after Closing (the “Post-Closing Period”)
      based on a closing of the books of Leasco and both Seller and Leasco agree
      not
      to make an election under Reg. §1.1502-76(b)(2)(ii) to ratably allocate the
      year’s items of income, gain, loss, deduction and credit. Seller, Leasco and
      Purchaser agree to report all transactions not in the ordinary course of
      business occurring on the Closing Date after Purchaser’s purchase of the Shares
      on Leasco’s tax returns to the extent permitted by Reg. §1.1502-76(b)(1)(ii)(B).
      Purchaser agrees to indemnify Seller for any additional tax owed by Seller
      (including tax owned by Seller due to this indemnification payment) resulting
      from any transaction engaged in by Leasco during the Pre-Closing Period or
      on
      the Closing Date after Purchaser’s purchase of the Shares. Leasco will furnish
      tax information to Seller for inclusion in Seller’s consolidated federal income
      tax return for the period which includes the Closing Date in accordance with
      Leasco’s past custom and practice.

     

    (c) Audits.
      Seller
      will allow Leasco and its counsel to participate at Leasco’s expense in any
      audits of Seller’s consolidated federal income tax returns to the extent that
      such audit raises issues that relate to and increase the tax liability of
      Leasco. Seller shall have the absolute right, in its sole discretion, to engage
      professionals and direct the representation of Seller in connection with any
      such audit and the resolution thereof, without receiving the consent of
      Purchaser or Leasco or any other party acting on behalf of Purchaser or Leasco,
      provided that Seller will not settle any such audit in a manner which would
      materially adversely affect Leasco after the Closing Date unless such settlement
      would be reasonable in the case of a person that owned Leasco both before and
      after the Closing Date. In the event that after Closing any tax authority
      informs the Purchaser or Leasco of any notice of proposed audit, claim,
      assessment, or other dispute concerning an amount of taxes which pertain to
      the
      Seller, or to Leasco during the period prior to Closing, Purchaser or Leasco
      must promptly notify the Seller of the same within 15 calendar days of the
      date
      of the notice from the tax authority. In the event Purchaser or Leasco does
      not
      notify the Seller within such 15 day period, Purchaser and Leasco, jointly
      and
      severally, will indemnify the Seller for any incremental interest, penalty
      or
      other assessments resulting from the delay in giving notice. To the extent
      of
      any conflict or inconsistency, the provisions of this Section
      9.8
      shall
      control over the provisions of Section
      11.2
      below.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    (d) Cooperation
      on Tax Matters.
      Purchaser, Seller and Leasco shall cooperate fully, as and to the extent
      reasonably requested by the other party, in connection with the filing of tax
      returns pursuant to this Section and any audit, litigation or other proceeding
      with respect to taxes. Such cooperation shall include the retention and (upon
      the other party’s request) the provision of records and information which are
      reasonably relevant to any such audit, litigation or other proceeding and making
      employees available on a mutually convenient basis to provide additional
      information and explanation of any material provided hereunder. Leasco shall
      (i) retain all books and records with respect to tax matters pertinent to
      Leasco relating to any taxable period beginning before the Closing Date until
      the expiration of the statute of limitations (and, to the extent notified by
      Seller, any extensions thereof) of the respective taxable periods, and to abide
      by all record retention agreements entered into with any taxing authority,
      and
      (ii) give Seller reasonable written notice prior to transferring,
      destroying or discarding any such books and records and, if the Seller so
      requests, Purchaser agrees to cause Leasco to allow Seller to take possession
      of
      such books and records.

     

    9.9 ERISA.
      Effective as of the Closing Date, Leasco shall terminate its participation
      in,
      and withdraw from, all employee benefit plans sponsored by Seller, and Seller
      and Purchaser shall cooperate fully in such termination and withdrawal. Without
      limitation, Leasco shall be solely responsible for (i) all liabilities
      under those employee benefit plans notwithstanding any status as an employee
      benefit plan sponsored by Seller, and (ii) all liabilities for the payment
      of vacation pay, severance benefits, and similar obligations, including, without
      limitation, amounts which are accrued but unpaid as of the Closing Date with
      respect thereto. Purchaser and Leasco acknowledge that Leasco is solely
      responsible for providing continuation health coverage, as required under the
      Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”), to each
      person, if any, participating in an employee benefit plan subject to COBRA
      with
      respect to such employee benefit plan as of the Closing Date, including, without
      limitation, any person whose employment with Leasco is terminated after the
      Closing Date.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    X. TERMINATION.
      This
      Agreement may be terminated at, or at any time prior to, the Closing by mutual
      written consent of Seller, Purchaser and Brasada.

     

    If
      this
      Agreement is terminated as provided herein, it shall become wholly void and
      of
      no further force and effect and there shall be no further liability or
      obligation on the part of any party except to pay such expenses as are required
      of such party.

     

    XI. INDEMNIFICATION.

     

    11.1 Indemnification
      by Purchaser.
      Purchaser covenants and agrees to indemnify, defend, protect and hold harmless
      Seller, and its officers, directors, employees, stockholders, agents,
      representatives and affiliates (collectively, together with Seller, the “Seller
      Indemnified Parties”) at all times from and after the date of this Agreement
      from and against all losses, liabilities, damages, claims, actions, suits,
      proceedings, demands, assessments, adjustments, costs and expenses (including
      specifically, but without limitation, reasonable attorneys’ fees and expenses of
      investigation), whether or not involving a third party claim and regardless
      of
      any negligence of any Seller Indemnified Party (collectively, “Losses”),
      incurred by any Seller Indemnified Party as a result of or arising from
      (i) any breach of the representations and warranties of Purchaser set forth
      herein or in certificates delivered in connection herewith, (ii) any breach
      or nonfulfillment of any covenant or agreement (including any other agreement
      of
      Purchaser to indemnify Seller set forth in this Agreement) on the part of
      Purchaser under this Agreement, (iii) any debt, liability or obligation of
      Leasco, (iv) the conduct and operations of the business of Leasco whether
      before or after Closing, (v) claims asserted against Leasco whether before
      or after Closing, or (vi) any federal or state income tax payable by Seller
      and attributable to the transaction contemplated by this Agreement.

     

    11.2 Third
      Party Claims.

     

    (a) Defense.
      If any
      claim or liability (a “Third-Party Claim”) should be asserted against any of the
      Seller Indemnified Parties (the “Indemnitee”) by a third party after the Closing
      for which Purchaser has an indemnification obligation under the terms of
Section
      11.1,
      then
      the Indemnitee shall notify Purchaser and Leasco (the “Indemnitor”) within 20
      days after the Third-Party Claim is asserted by a third party (said notification
      being referred to as a “Claim Notice”) and give the Indemnitor a reasonable
      opportunity to take part in any examination of the books and records of the
      Indemnitee relating to such Third-Party Claim and to assume the defense of
      such
      Third-Party Claim and in connection therewith and to conduct any proceedings
      or
      negotiations relating thereto and necessary or appropriate to defend the
      Indemnitee and/or settle the Claim. The expenses (including reasonable
      attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or
      settlements with respect to any Third-Party Claim shall be borne by the
      Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party
      Claim in writing within 20 days after the Claim Notice of such Third-Party
      Claim
      has been delivered, through counsel reasonably satisfactory to Indemnitee,
      then
      the Indemnitor shall be entitled to control the conduct of such defense, and
      any
      decision to settle such Third-Party Claim, and shall be responsible for any
      expenses of the Indemnitee in connection with the defense of such Third-Party
      Claim so long as the Indemnitor continues such defense until the final
      resolution of such Third-Party Claim. The Indemnitor shall be responsible for
      paying all settlements made or judgments entered with respect to any Third-Party
      Claim the defense of which has been assumed by the Indemnitor. Except as
      provided on subsection (b) below, both the Indemnitor and the Indemnitee must
      approve any settlement of a Third Party Claim. A failure by the Indemnitee
      to
      timely give the Claim Notice shall not excuse Indemnitor from any
      indemnification liability except only to the extent that the Indemnitor is
      materially and adversely prejudiced by such failure.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    (b) Failure
      to Defend.
      If the
      Indemnitor shall not agree to assume the defense of any Third-Party Claim in
      writing within 20 days after the Claim Notice of such Third-Party Claim has
      been
      delivered, or shall fail to continue such defense until the final resolution
      of
      such Third-Party Claim, then the Indemnitee may defend against such Third-Party
      Claim in such manner as it may deem appropriate and the Indemnitee may settle
      such Third-Party Claim on such terms as it may deem appropriate. The Indemnitor
      shall promptly reimburse the Indemnitee for the amount of all settlement
      payments and expenses, legal and otherwise, incurred by the Indemnitee in
      connection with the defense or settlement of such Third-Party Claim. If no
      settlement of such Third-Party Claim is made, then the Indemnitor shall satisfy
      any judgment rendered with respect to such Third-Party Claim before the
      Indemnitee is required to do so, and pay all expenses, legal or otherwise,
      incurred by the Indemnitee in the defense against such Third-Party
      Claim.

     

    11.3 Non-Third-Party
      Claims.
      Upon
      discovery of any claim for which Purchaser has an indemnification obligation
      under the terms of Section
      11.3
      which
      does not involve a claim by a third party against the Indemnitee, the Indemnitee
      shall give prompt notice to Purchaser of such claim and, in any case, shall
      give
      Purchaser such notice within 30 days of such discovery. A failure by Indemnitee
      to timely give the foregoing notice to Purchaser shall not excuse Purchaser
      from
      any indemnification liability except to the extent that Purchaser is materially
      and adversely prejudiced by such failure.

     

    11.4 Survival.
      Except
      as otherwise provided in this Section
      11.4,
      all
      representations and warranties made by Purchaser, Leasco and Seller in
      connection with this Agreement shall survive the Closing. Anything in this
      Agreement to the contrary notwithstanding, the liability of all Indemnitors
      under this Article
      XI
      shall
      terminate on the third (3rd)
      anniversary of the Closing Date, except with respect to (a) liability for
      any item as to which, prior to the third (3rd)
      anniversary of the Closing Date, any Indemnitee shall have asserted a Claim
      in
      writing, which Claim shall identify its basis with reasonable specificity,
      in
      which case the liability for such Claim shall continue until it shall have
      been
      finally settled, decided or adjudicated, (b) liability of any party for
      Losses for which such party has an indemnification obligation, incurred as
      a
      result of such party’s breach of any covenant or agreement to be performed by
      such party after the Closing, (c) liability of Purchaser for Losses
      incurred by a Seller Indemnified Party due to breaches of their representations
      and warranties in Article
      III
      of this
      Agreement, and (d) liability of Purchaser for Losses arising out of
      Third-Party Claims for which Purchaser has an indemnification obligation, which
      liability shall survive until the statute of limitation applicable to any third
      party’s right to assert a Third-Party Claim bars assertion of such
      claim.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    XII. MISCELLANEOUS.

     

    12.1 Notices.
      All
      notices and communications required or permitted hereunder shall be in writing
      and deemed given when received by means of the United States mail, addressed
      to
      the party to be notified, postage prepaid and registered or certified with
      return receipt requested, or personal delivery, or overnight courier, as
      follows:

     

    (a) If
      to
      Seller, addressed to:

     

    Foothills
      Resources, Inc.

    P.O.
      Box
      2701

    Bakersfield,
      CA 93303

    Attn:
      Dennis B. Tower, Chief Executive Officer

    Facsimile:
      (541) 595-2484

    


    With
      a
      copy to (which shall not constitute notice hereunder):

     

    McGuireWoods
      LLP

    1345
      Avenue of the Americas

    New
      York,
      NY 10105

    Attn:
      Louis W. Zehil, Esq.

    Facsimile:
      (212) 548-2175

    


    (b) If
      to
      Purchaser or Leasco, addressed to:

     

    J.
      Earl
      Terris

    9
      Langton
      Close 

    Woking,
      Surrey, England

    Facsimile:
      (011) 566782214

    


    With
      a
      copy to (which shall not constitute notice hereunder):

     

    Gottbetter
      & Partners, LLP

    488
      Madison Avenue, 12th
      Floor

    New
      York,
      New York 10022

    Attention:
      Adam S. Gottbetter, Esq.

    


    (c) If
      to
      Brasada, addressed to:

     

    Brasada
      California, Inc.

    P.O.
      Box
      2701

    Bakersfield,
      CA 93303

    Attn:
      Dennis B. Tower, Chief Executive Officer

    Facsimile:
      (541) 595-2484

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    


    With
      a
      copy to (which shall not constitute notice hereunder):

     

    McGuireWoods
      LLP

    1345
      Avenue of the Americas

    New
      York,
      NY 10105

    Attn:
      Louis W. Zehil, Esq.

    Facsimile:
      (212) 548-2175

    


    or
      to
      such other address as any party hereto shall specify pursuant to this
Section
      12.1
      from
      time to time.

     

    12.2 Exercise
      of Rights and Remedies.
      Except
      as otherwise provided herein, no delay of or omission in the exercise of any
      right, power or remedy accruing to any party as a result of any breach or
      default by any other party under this Agreement shall impair any such right,
      power or remedy, nor shall it be construed as a waiver of or acquiescence in
      any
      such breach or default, or of any similar breach or default occurring later;
      nor
      shall any waiver of any single breach or default be deemed a waiver of any
      other
      breach or default occurring before or after that waiver.

     

    12.3 Time.
      Time is
      of the essence with respect to this Agreement.

     

    12.4 Reformation
      and Severability.
      In case
      any provision of this Agreement shall be invalid, illegal or unenforceable,
      it
      shall, to the extent possible, be modified in such manner as to be valid, legal
      and enforceable but so as to most nearly retain the intent of the parties,
      and
      if such modification is not possible, such provision shall be severed from
      this
      Agreement, and in either case the validity, legality and enforceability of
      the
      remaining provisions of this Agreement shall not in any way be affected or
      impaired thereby.

     

    12.5 Further
      Acts.
      Seller,
      Purchaser and Leasco shall execute any and all documents and perform such other
      acts which may be reasonably necessary to effectuate the purposes of this
      Agreement.

     

    12.6 Entire
      Agreement; Amendments.
      This
      Agreement contains the entire understanding of the parties relating to the
      subject matter contained herein. This Agreement cannot be amended or changed
      except through a written instrument signed by all of the parties hereto,
      including Brasada. No provisions of this Agreement or any rights hereunder
      may
      be waived by any party without the prior written consent of
      Brasada.

     

    12.7 Assignment.
      No
      party may assign his or its rights or obligations hereunder, in whole or in
      part, without the prior written consent of the other parties.

     

    12.8 Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, without giving effect to principles of conflicts or choice
      of
      laws thereof.

     

    12.9 Counterparts.
      This
      Agreement may be executed in one or more counterparts, with the same effect
      as
      if all parties had signed the same document. Each such counterpart shall be
      an
      original, but all such counterparts taken together shall constitute a single
      agreement. In the event that any signature is delivered by facsimile
      transmission, such signature shall create a valid and binding obligation of
      the
      party executing (or on whose behalf such signature is executed) the same with
      the same force and effect as if such facsimile signature page was an original
      thereof.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    12.10 Section
      Headings and Gender.
      The
      Section headings used herein are inserted for reference purposes only and shall
      not in any way affect the meaning or interpretation of this Agreement. All
      personal pronouns used in this Agreement shall include the other genders,
      whether used in the masculine, feminine or neuter, and the singular shall
      include the plural, and vice
      versa,
      whenever and as often as may be appropriate.

     

    12.11 Specific
      Performance; Remedies.
      Each of
      Seller, Purchaser and Leasco acknowledges and agrees that Brasada would be
      damaged irreparably if any provision of this Agreement is not performed in
      accordance with its specific terms or is otherwise breached. Accordingly, each
      of Seller, Purchaser and Leasco agrees that Brasada will be entitled to seek
      an
      injunction or injunctions to prevent breaches of the provisions of this
      Agreement and to enforce specifically this Agreement and its terms and
      provisions in any action instituted in any court of the United States or any
      state thereof having jurisdiction over the parties and the matter, subject
      to
Section
      12.8,
      in
      addition to any other remedy to which they may be entitled, at law or in equity.
      Except as expressly provided herein, the rights, obligations and remedies
      created by this Agreement are cumulative and in addition to any other rights,
      obligations or remedies otherwise available at law or in equity, and nothing
      herein will be considered an election of remedies.
      

     

    12.12 Submission
      to Jurisdiction; Process Agent; No Jury Trial.

     

    (a) Each
      party to the Agreement hereby submits to the jurisdiction of any state or
      federal court sitting in the County of Los Angeles in the State of California,
      in any action arising out of or relating to this Agreement and agrees that
      all
      claims in respect of the action may be heard and determined in any such court.
      Each party to the Agreement also agrees not to bring any action arising out
      of
      or relating to this Agreement in any other court. Each party to the Agreement
      agrees that a final judgment in any action so brought will be conclusive and
      may
      be enforced by action on the judgment or in any other manner provided at law
      or
      in equity. Each party to the Agreement waives any defense of inconvenient forum
      to the maintenance of any action so brought and waives any bond, surety, or
      other security that might be required of any other Party with respect
      thereto.

     

    (b) EACH
      PARTY TO THE AGREEMENT HEREBY AGREES TO WAIVE HIS OR HER RIGHTS TO JURY TRIAL
      OF
      ANY DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER AGREEMENTS
      RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY DEALINGS AMONG THEM
      RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. The scope of this waiver
      is
      intended to be all encompassing of any and all actions that may be filed in
      any
      court and that relate to the subject matter of the transactions, including,
      contract claims, tort claims, breach of duty claims, and all other common law
      and statutory claims. Each party to the Agreement hereby acknowledges that
      this
      waiver is a material inducement to enter into a business relationship and that
      they will continue to rely on the waiver in their related future dealings.
      Each
      party to the Agreement further represents and warrants that it has reviewed
      this
      waiver with its legal counsel, and that each knowingly and voluntarily waives
      its jury trial rights following consultation with legal counsel. NOTWITHSTANDING
      ANYTHING TO THE CONTRARY HEREIN, THIS WAIVER IS IRREVOCABLE, MEANING THAT IT
      MAY
      NOT BE MODIFIED ORALLY OR IN WRITING, AND THE WAIVER WILL APPLY TO ANY
      AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO
      ANY
      OTHER DOCUMENTS OR AGREEMENTS RELATING HERETO. In the event of commencement
      of
      any action, this Agreement may be filed as a written consent to trial by a
      court.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    12.13 Construction.
      The
      parties hereto have participated jointly in the negotiation and drafting of
      this
      Agreement. If an ambiguity or question of intent or interpretation arises,
      this
      Agreement will be construed as if drafted jointly by the parties hereto and
      no
      presumption or burden of proof will arise favoring or disfavoring any party
      because of the authorship of any provision of this Agreement. Any reference
      to
      any federal, state, local, or foreign law will be deemed also to refer to law
      as
      amended and all rules and regulations promulgated thereunder, unless the context
      requires otherwise. The words “include,” “includes,” and “including” will be
      deemed to be followed by “without limitation.” The words “this Agreement,”
“herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to
      this Agreement as a whole and not to any particular subdivision unless expressly
      so limited. The parties hereto intend that each representation, warranty, and
      covenant contained herein will have independent significance. If any party
      hereto has breached any representation, warranty, or covenant contained herein
      in any respect, the fact that there exists another representation, warranty
      or
      covenant relating to the same subject matter (regardless of the relative levels
      of specificity) which that party has not breached will not detract from or
      mitigate the fact that such party is in breach of the first representation,
      warranty, or covenant.

     

    


    [Signature
      page follows this page.]

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have hereunto set their hands as of the day and year first above
      written.

     

    


    FOOTHILLS
      RESOURCES, INC.

     

    By:
       /s/
      J.
      Earl Terris

    
      
        

      

    

    Name: J.
      Earl
      Terris

    Title:  Chief
      Executive Officer

     

    LEASCO,
      INC.

     

    By:  /s/
      J.
      Earl Terris

    
      
        

      

    

    Name: J.
      Earl
      Terris

    Title  Chief
      Executive Officer

     

    PURCHASER

     

    J.
      Earl
      Terris

     

    /s
      J.
      Earl Terris 
      
        

      

    

    J.
      Earl
      Terris

     

    BRASADA
      CALIFORNIA, INC.

     

    By:  
      /s/
      Dennis B. Tower 
      
        

      

    

    Name: Dennis
      B.
      Tower

    Title:  Chief
      Executive Officer

     

    
      
        
        

      

      -17-