Unassociated Document


    EXHIBIT
      10.9

    


    


    FOOTHILLS
      RESOURCES, INC.

    


    NOTICE
      AND ACKNOWLEDGEMENT

    


    PLEASE
      BE
      ADVISED, you have elected to subscribe for, purchase and acquire from Foothills
      Resources, Inc. (the “Company”) units (“Units”) (consisting of one share of
      common stock (the “Common Stock”) and a warrant to purchase shares of Common
      Stock) in the Company’s pending private placement offering (the “Offering”) of
      $7,000,000 worth of Units with the option for the Company to increase the amount
      of the Offering up to $8,400,000 worth of Units being conducted in connection
      with a proposed merger of the Company and Brasada California, Inc.

    


    ALSO
      BE
      ADVISED, that as the result of the significant demand by potential investors
      in
      the Offering, the Company has determined to increase the minimum size of the
      Offering to $10,000,000 with a maximum amount of $12,000,000 on the same terms
      and conditions.

    


    ALSO
      BE
      ADVISED, that if you are interested in continuing your participation in the
      Offering pursuant to the subscription agreement that you have already submitted,
      YOU MUST execute this notice and return the executed notice via facsimile to
      the
      escrow agent at the number provided below no later than 5:00 p.m. eastern time
      on Thursday, April 6, 2006. In the event that the escrow agent does not receive
      an executed notice from you by such date and time, your subscription will be
      deemed cancelled and the purchase price submitted with your subscription
      agreement, if any, will be returned to you.

    


    
      	
            	EscrowAgent:	
              McGuireWoods
                LLP

              Attn:
                Louis W. Zehil

              Facsimile
                Number: 212-548-2175

              Telephone
                Number: 212-548-2138

            


    

    


    ALSO
      BE
      ADVISED, that we expect that the Offering will terminate on the receipt of
      acceptable subscriptions representing $12,000,000 and will close on the same
      date as the closing of the Merger which is expected to occur on or before April
      6, 2006.

    


    ALSO
      BE
      ADVISED, that the following table sets forth the Company’s capitalization as of
      the closing on an actual basis and on an as adjusted basis after giving effect
      to the sale of $12,000,000 worth of Units (and transactions related thereto).
      

    


     

    
      	 	 	
                As
                Adjusted

            
	 	 	 	
              $7
                million offering 

            	 	 	
              $8.4
                million offering 

            	 	 	
              $10
                million offering 

            	 	 	$12
              million offering 	 
	 No.
              of Units Offered	 	 	10,000,000	 	 	12,000,000	 	 	14,285,714	 	 	17,142,857	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Ownership
              Percentage (1)	 	 	24.69	%	 	28.23	%	 	31.89	%	 	35.98	%


    

    


    
      	
              (1)

            	
              Calculated
                based on the number of shares of Common Stock issued and outstanding
                on a
                diluted basis, after giving effect to the merger and the Offering
                (the
                “Transactions”),
                the shares of Common Stock expected to be issued as a finder fee
                by the
                Company in connection with the Transactions, and assuming the sale
                of all
                Units offered, but excluding the shares of Common Stock issuable
                upon the
                exercise of the warrants issued to investors in the Offering, and
                the
                shares of Common Stock to be reserved for issuance under the stock
                option
                plan to be ratified and adopted in connection with the consummation
                of the
                Transactions (expected to amount to approximately 2,000,000 shares
                of
                Common Stock).

            


    

    


    


    The
      undersigned subscriber acknowledges receipt of the notice and acknowledgement
      provided by the Company providing notice of the Company’s intent to increase the
      offering size as indicated therein and by its execution of such notice hereby
      elects to continue its participation in the Offering.

    


    
      	
            	 	 	 
	INVESTOR
              (individual)	 	 	INVESTOR
              (entity)
	 	 	 	 
	 	 	 	 
	
              
Signature	 	 	
              
Name
              of Entity
	 	 	 	 


      	 	 	 	 
	 	 	 	 
	
              
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