EX 4.2


    EXHIBIT
      4.2

     

    Warrant
      Certificate No. ____

     

    NEITHER
      THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE
      UPON
      THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED (THE “ACT”),
      OR
      ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN
      MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1)
      A
      REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND
      ANY
      APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION
      EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH
      SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT
      SUCH
      SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER
      CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
      APPLICABLE STATE SECURITIES LAWS.

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON
      THE
      EXERCISE OF THIS WARRANT ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
      RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT
      AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
      THEREFROM. INVESTOR SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
      FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
      TIME.

     

    
      	
              Dated:
                ________,
                2006

            	
              Void
                After: _______,
                2011

            


    

     

    FOOTHILLS
      RESOURCES, INC.

     

    FORM
      OF WARRANT TO PURCHASE COMMON STOCK

     

    Foothills
      Resources, Inc., a Nevada corporation (the “Company”),
      for
      value received on ________,
      2006
      (the
“Effective
      Date”),
      hereby issues to ______________
      (the
      “Holder”)
      this
      Warrant (the “Warrant”)
      to
      purchase ________
      shares
      (each such share being a “Warrant
      Share”
and
      all
      such shares being the “Warrant
      Shares”)
      of the
      Company’s Common Stock (as defined below), at the Exercise Price (as defined
      below), as adjusted from time to time as provided herein, on or before
________,
      2011
      (the
“Expiration
      Date”),
      all
      subject to the following terms and conditions. 

     

    As
      used
      in this Warrant, (i) “Common
      Stock”
means
      the common stock of the Company, $0.001 par value per share, and such other
      securities as such class of common stock may be converted from time to time
      in
      the future; and (ii) “Exercise
      Price”
means
      $1.00 per share of Common Stock, subject to adjustment as provided
      herein.

     

    1. DURATION
      AND EXERCISE OF WARRANTS

     

    (a) The
      Holder may exercise this Warrant on any business day on or before 5:00 P.M.,
      Eastern Daylight Time, on the Expiration Date, at which time this Warrant shall
      become void and of no value.

     

    (b) While
      this Warrant remains outstanding and exercisable in accordance with Section
      1(a), the Holder may exercise this Warrant in whole or in part by:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (i) surrender
      of this Warrant, with a duly executed copy of the Notice of Exercise attached
      as
Exhibit
      A,
      to the
      Secretary of the Company at its principal offices or at such other office or
      agency as the Company may specify in writing to the Holder; and

     

    (ii) payment
      of the Exercise Price per share multiplied by the number of Warrant Shares
      being
      purchased upon exercise of the Warrant in lawful money of the United States
      of
      America.

     

    Upon
      the
      exercise of this Warrant in compliance with the provisions of this Section
      1(b),
      the Company shall promptly issue and cause to be delivered to the Holder a
      certificate for the Warrant Shares purchased by the Holder. Each exercise of
      this Warrant shall be effected immediately prior to the close of business on
      the
      date (the “Date
      of Exercise”)
      which
      the conditions set forth in Section 1(b)(i) and (ii) have been
      satisfied.

     

    (c) This
      Warrant shall be exercisable, either as an entirety or, from time to time,
      for
      part only of the number of Warrant Shares referenced by this Warrant. If this
      Warrant is exercised in part, the Company shall issue, at its expense, a new
      Warrant, in substantially the form of this Warrant, referencing such reduced
      number of Warrant Shares which remain subject to this Warrant.

     

    2. 
      ISSUANCE OF WARRANTS SHARES

     

    (a) The
      Company covenants that all Warrant Shares will, upon issuance in accordance
      with
      the terms of this Warrant, be (i) duly authorized, fully paid and
      non-assessable, and (ii) free from all liens, charges and security interests,
      with the exception of claims arising through the acts or omissions of any Holder
      and except as arising from applicable Federal and state securities
      laws.

     

    (b) The
      Company shall register this Warrant upon records to be maintained by the Company
      for that purpose in the name of the record holder of such Warrant from time
      to
      time. The Company may deem and treat the registered Holder of this Warrant
      as
      the absolute owner thereof for the purpose of any exercise thereof, any
      distribution to the Holder thereof and for all other purposes.

     

    (c) The
      Company will not, by amendment of its certificate of incorporation, by-laws
      or
      through any reorganization, transfer of assets, consolidation, merger,
      dissolution, issue or sale of securities or any other voluntary action, avoid
      or
      seek to avoid the observance or performance of any of the terms to be observed
      or performed hereunder by the Company, but will at all times in good faith
      assist in the carrying out of all the provisions of this Warrant and in the
      taking of all the action as may be necessary or appropriate in order to protect
      the rights of the Holder to exercise this Warrant. 

     

    3.
      ADJUSTMENTS OF EXERCISE
      PRICE, NUMBER AND TYPE OF WARRANT SHARES

     

    (a) The
      Exercise Price and the number of shares purchasable upon the exercise of this
      Warrant shall be subject to adjustment from time to time upon the occurrence
      of
      certain events described in this Section 3(a). 

     

    (i) Subdivision
      or Combination of Stock.
      In case
      the Company shall at any time subdivide its outstanding shares of Common Stock
      into a greater number of shares, the Exercise Price in effect immediately prior
      to such subdivision shall be proportionately reduced, and conversely, in case
      the outstanding shares of Common Stock of the Company shall be combined into
      a
      smaller number of shares, the Exercise Price in effect immediately prior to
      such
      combination shall be proportionately increased. 

     

    (ii) Dividends
      in Stock, Property, Reclassification.
      If at
      any time, or from time to time, the Holders of Common Stock (or any shares
      of
      stock or other securities at the time receivable upon the exercise of this
      Warrant) shall have received or become entitled to receive, without payment
      therefore:

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    (A) any
      shares of stock or other securities which are at any time directly or indirectly
      convertible into or exchangeable for Common Stock, or any rights or options
      to
      subscribe for, purchase or otherwise acquire any of the foregoing by way of
      dividend or other distribution, or

     

    (B) additional
      stock or other securities or property (including cash) by way of spin-off,
      split-up, reclassification, combination of shares or similar corporate
      rearrangement, (other than shares of Common Stock issued as a stock split or
      adjustments in respect of which shall be covered by the terms of Section 3(a)(i)
      above),

     

    then
      and
      in each such case, the Holder hereof shall, upon the exercise of this Warrant,
      be entitled to receive, in addition to the number of shares of Common Stock
      receivable thereupon, and without payment of any additional consideration
      therefor, the amount of stock and other securities and property (including
      cash
      in the cases referred to in clause (ii) above) which such Holder would hold
      on
      the date of such exercise had he been the holder of record of such Common Stock
      as of the date on which holders of Common Stock received or became entitled
      to
      receive such shares or all other additional stock and other securities and
      property.

     

    (iii) Reorganization,
      Reclassification, Consolidation, Merger or Sale.
      If any
      recapitalization, reclassification or reorganization of the capital stock of
      the
      Company, or any consolidation or merger of the Company with another corporation,
      or the sale of all or substantially all of its assets or other transaction
      shall
      be effected in such a way that holders of Common Stock shall be entitled to
      receive stock, securities, or other assets or property (an “Organic
      Change”),
      then,
      as a condition of such Organic Change, lawful and adequate provisions shall
      be
      made by the Company whereby the Holder hereof shall thereafter have the right
      to
      purchase and receive (in lieu of the shares of the Common Stock of the Company
      immediately theretofore purchasable and receivable upon the exercise of the
      rights represented by this Warrant) such shares of stock, securities or other
      assets or property as may be issued or payable with respect to or in exchange
      for a number of outstanding shares of such Common Stock equal to the number
      of
      shares of such stock immediately theretofore purchasable and receivable assuming
      the full exercise of the rights represented by this Warrant. In the event of
      any
      Organic Change, appropriate provision shall be made by the Company with respect
      to the rights and interests of the Holder of this Warrant to the end that the
      provisions hereof (including, without limitation, provisions for adjustments
      of
      the Exercise Price and of the number of shares purchasable and receivable upon
      the exercise of this Warrant) shall thereafter be applicable, in relation to
      any
      shares of stock, securities or assets thereafter deliverable upon the exercise
      hereof. The Company will not effect any such consolidation, merger or sale
      unless, prior to the consummation thereof, the successor corporation (if other
      than the Company) resulting from such consolidation or the corporation
      purchasing such assets shall assume by written instrument reasonably
      satisfactory in form and substance to the Holders executed and mailed or
      delivered to the registered Holder hereof at the last address of such Holder
      appearing on the books of the Company, the obligation to deliver to such Holder
      such shares of stock, securities or assets as, in accordance with the foregoing
      provisions, such Holder may be entitled to purchase.

     

    (b) Certificate
      as to Adjustments.
      Upon
      the occurrence of each adjustment or readjustment pursuant to this Section
      3,
      the Company at its expense shall promptly compute such adjustment or
      readjustment in accordance with the terms hereof and furnish to each holder
      of
      this Warrant a certificate setting forth such adjustment or readjustment and
      showing in detail the facts upon which such adjustment or readjustment is based.
      The Company shall, upon the written request, at any time, of any such holder,
      furnish or cause to be furnished to such holder a like certificate setting
      forth: (i) such adjustments and readjustments; and (ii) the number of
      shares and the amount, if any, of other property which at the time would be
      received upon the exercise of the Warrant.

     

    (c) Certain
      Events.
      If any
      event occurs as to which, in the opinion of the Company, the other provisions
      of
      this Section 3 are not strictly applicable but the lack of any adjustment would
      not in the opinion of the Company fairly protect the purchase rights of the
      Holder under this Warrant in accordance with the basic intent and principles
      of
      such provisions, or if strictly applicable would not fairly protect the purchase
      rights of the Holder under this Warrant in accordance with the basic intent
      and
      principles of such provisions, then the Company shall make the adjustments
      which
      the board of directors described therein.

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    4.
      TRANSFERS AND EXCHANGES OF WARRANT AND WARRANT SHARES

     

    (a) Registration
      of Transfers and Exchanges.
      Subject
      to Section 4(c), upon the Holder’s surrender of this Warrant, with a duly
      executed copy of the Assignment Notice attached as Exhibit
      B,
      to the
      Secretary of the Company at its principal offices or at such other office or
      agency as the Company may specify in writing to the Holder, the Company shall
      register the transfer of all or any portion of this Warrant. Upon such
      registration of transfer the Company shall issue a new Warrant, in substantially
      the form of this Warrant, evidencing the acquisition rights transferred to
      the
      transferee and a new Warrant, in similar form, evidencing the remaining
      acquisition rights not transferred, to the Holder requesting the
      transfer.

     

    (b) Warrant
      Exchangeable for Different Denominations.
      The
      Holder may exchange this Warrant for a new Warrant or Warrants, in substantially
      the form of this Warrant, evidencing in the aggregate the right to purchase
      the
      number of Warrant Shares which may then be purchased hereunder, each of such
      new
      Warrants to be dated the date of such exchange and to represent the right to
      purchase such number of Warrant Shares as shall be designated by the Holder.
      The
      Holder shall surrender this Warrant with duly executed instructions regarding
      such re-certification of this Warrant to the Secretary of the Company at its
      principal offices or at such other office or agency as the Company may specify
      in writing to the Holder.

     

    (c) Restrictions
      on Transfers.
      This
      Warrant may not be transferred at any time without (i) registration under the
      Act or (ii) an exemption from such registration and a written opinion of legal
      counsel addressed to the Company
      that the
      proposed transfer of the Warrant may be effected without registration under
      the
      Act, which opinion will be in form and from counsel reasonably satisfactory
      to
      the Company. 

     

    5.
      MUTILATED OR MISSING WARRANT CERTIFICATE

     

    If
      this
      Warrant is mutilated, lost, stolen or destroyed, upon request by the Holder,
      the
      Company will issue, in exchange for and upon cancellation of the mutilated
      Warrant, or in substitution for the lost, stolen or destroyed Warrant, a new
      Warrant, in substantially the form of this Warrant, representing the right
      to
      acquire the equivalent number of Warrant Shares, provided however, as a
      prerequisite to the issuance of a substitute Warrant, the Company may require
      satisfactory evidence of loss, theft or destruction as well as an indemnity
      from
      the Holder of a lost, stolen or destroyed Warrant.

     

    6.
      PAYMENT OF TAXES

     

    The
      Company will pay all transfer and stock issuance taxes attributable to the
      preparation, issuance and delivery of this Warrant and the Warrant Shares
      including, without limitation, all documentary and stamp taxes; provided,
      however,
      that
      the Company shall not be required to pay any tax in respect of the transfer
      of
      this Warrant, or the issuance or delivery of certificates for Warrant Shares
      or
      other securities in respect of the Warrant Shares to any person or entity other
      than the Holder.

     

    7.
      FRACTIONAL WARRANT SHARES

     

    No
      fractional Warrant Shares shall be issued upon exercise of this Warrant. The
      Company, in lieu of issuing any fractional Warrant Share, shall round up the
      number of Warrant Shares issuable to nearest whole share.

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    8.
      NO STOCK RIGHTS AND LEGEND

     

    No
      holder
      of this Warrant Certificate, as such, shall be entitled to vote or be deemed
      the
      holder of any other securities of the Company which may at any time be issuable
      on the exercise hereof, nor shall anything contained herein be construed to
      confer upon the holder of this Warrant Certificate, as such, the rights of
      a
      stockholder of the Company or the right to vote for the election of directors
      or
      upon any matter submitted to stockholders at any meeting thereof, or give or
      withhold consent to any corporate action or to receive notice of meetings or
      other actions affecting stockholders (except as provided herein), or to receive
      dividends or subscription rights or otherwise (except as provide
      herein).

     

    Each
      certificate for Warrant Shares initially issued upon the exercise of this
      Warrant Certificate, and each certificate for Warrant Shares issued to any
      subsequent transferee of any such certificate, shall be stamped or otherwise
      imprinted with a legend in substantially the following form:

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
      OR
      ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN
      MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1)
      A
      REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND
      ANY
      APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION
      EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH
      SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE
      COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
      TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.”

     

    9.
      REGISTRATION UNDER THE SECURITIES ACT OF 1933

     

    The
      Company agrees to register the Warrant Shares for resale under the Act on the
      terms and subject to the conditions set forth in Section 1.2 of the Registration
      Rights Agreement between the Company and each of the investors in the Private
      Placement Offering (the “PPO”), pursuant to which this Warrant was
      issued.

     

    10.
      NOTICES

     

    All
      notices, consents, waivers, and other communications under this Warrant must
      be
      in writing and will be deemed given to a party when (a) delivered to the
      appropriate address by hand or by nationally recognized overnight courier
      service (costs prepaid); (b) sent by facsimile or e-mail with confirmation
      of
      transmission by the transmitting equipment; (c) received or rejected by the
      addressee, if sent by certified mail, return receipt requested, if to the
      registered Holder hereof; or (d) seven days after the placement of the notice
      into the mails (first class postage prepaid), to the Holder at the address,
      facsimile number, or e-mail address furnished by the registered Holder to the
      Company in accordance with the Purchase Agreement utilized in connection with
      the PPO, or if to the Company, to it at P.O. Box 2701, Bakersfield, California
      93303, Attention: Dennis Tower (or to such other address, facsimile number,
      or
      e-mail address as the Holder or the Company as a party may designate by notice
      the other party).

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

     

    11. SEVERABILITY

     

    If
      a
      court of competent jurisdiction holds any provision of this Warrant invalid
      or
      unenforceable, the other provisions of this Warrant will remain in full force
      and effect. Any provision of this Warrant held invalid or unenforceable only
      in
      part or degree will remain in full force and effect to the extent not held
      invalid or unenforceable.

     

    12.
      BINDING EFFECT

     

    This
      Warrant shall be binding upon and inure to the sole and exclusive benefit of
      the
      Company, its successors and assigns, the registered Holder or Holders from
      time
      to time of this Warrant and the Warrant Shares.

     

    13.
      SURVIVAL OF RIGHTS AND DUTIES

     

    This
      Warrant Certificate shall terminate and be of no further force and effect on
      the
      earlier of 5:00 P.M., Eastern Daylight Time, on the Expiration Date or the
      date
      on which this Warrant has been exercised.

     

    14.
      GOVERNING LAW

     

    This
      Warrant will be governed by and construed under the laws of Nevada without
      regard to conflicts of laws principles that would require the application of
      any
      other law.

     

     

    


    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
      officer thereunto duly authorized as of the date hereof.

     

     

    FOOTHILLS
      RESOURCES, INC.

     

     

    By: ___________________________

    Name:
      Louis W. Zehil

    Title: Secretary

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      A

     

    EXERCISE
      FORM

     

    (To
      be executed by the Holder of Warrant if such Holder desires to exercise
      Warrant)

     

     

    To
      Foothills Resources, Inc.:

     

    The
      undersigned hereby irrevocably elects to exercise this Warrant and to purchase
      thereunder, ___________________ full shares of Foothills Resources, Inc. common
      stock issuable upon exercise of the Warrant and delivery of $_________ (in
      cash
      as provided for in the foregoing Warrant) and any applicable taxes payable
      by
      the undersigned pursuant to such Warrant. 

     

    The
      undersigned requests that certificates for such shares be issued in the name
      of:

     

    ________________________________________________________________________

    (Please
      print name, address and social security or federal employer identification
      number (if applicable)

     

    ________________________________________________________________________

     

    ________________________________________________________________________

     

    If
      the
      shares issuable upon this exercise of the Warrant are not all of the Warrant
      Shares which the Holder is entitled to acquire upon the exercise of the Warrant,
      the undersigned requests that a new Warrant evidencing the rights not so
      exercised be issued in the name of and delivered to:

     

    ________________________________________________________________________

    (Please
      print name, address and social security or federal employer identification
      number (if applicable)

     

    ________________________________________________________________________

     

    ________________________________________________________________________

     

     

    Name
      of
      Holder (print): ________________________________________

     

    (Signature):   ________________________________________

     

    (By:)    ________________________________________

     

    (Title:)    ________________________________________

     

    Dated: ______________,
      ____

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      B

     

    FORM
      OF ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, ___________________________________ hereby sells, assigns and
      transfers to each assignee set forth below all of the rights of the undersigned
      under the Warrant (as defined in and evidenced by the attached Warrant) to
      acquire the number of Warrant Shares set opposite the name of such assignee
      below and in and to the foregoing Warrant with respect to said acquisition
      rights and the shares of Foothills Resources, Inc. issuable upon exercise of
      the
      Warrant:

     

    
      	
              Name
                of Assignee

            	 	
              Address

            	 	
              Number
                of Warrant Shares

            
	   
	 	    
	 	    

	   
	 	   
	 	   

	   
	 	   
	 	   

	   
	 	   
	 	   

	   
	 	   
	 	   



    

     

    If
      the
      total of the Warrant Shares are not all of the Warrant Shares evidenced by
      the
      foregoing Warrant, the undersigned requests that a new Warrant evidencing the
      right to acquire the Warrant Shares not so assigned be issued in the name of
      and
      delivered to the undersigned.

     

     

    Name
      of
      Holder (print): ________________________________________

     

    (Signature): ________________________________________

     

    (By:) ________________________________________

     

    (Title:) ________________________________________

     

    Dated: ______________,
      ___