EX 10.1


    EXHIBIT
      10.1

     

    FORM
      OF SUBSCRIPTION AGREEMENT

     

    THIS
      SUBSCRIPTION AGREEMENT (the “Agreement”)
      is made
      as of this ___ day of April, 2006, by and among Foothills Resources, Inc.,
      a
      Nevada corporation (the “Company”),
      Brasada California, Inc., a Delaware corporation (“Brasada”)
      and
      the investor identified on the signature page to this Agreement (the
      “Investor”).

     

    RECITALS:

     

    WHEREAS,
      the Company and Brasada have executed a Term Sheet, by which they have agreed
      to
      enter into an Agreement and Plan of Merger and Reorganization, pursuant to
      which
      Brasada Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary
      of the Company, will merge with and into Brasada, with Brasada being the
      surviving entity and a wholly-owned subsidiary of the Company (the “Merger”),
      upon
      the effective date of the Merger (the “Merger Effective
      Date”);

     

    WHEREAS,
      as a condition to the consummation of the Merger, and to provide financing
      capital required by Brasada for working capital purposes, the Company is
      offering pursuant to Rule 506 of Regulation D of the Securities Act of 1933,
      as
      amended (the “Securities Act”), to accredited investors in a private placement
      transaction (the “Offering”),
      up to
      10,000,000 units (“Units”)
      consisting of one share of the Company’s common stock, par value $0.001 per
      share (“Common
      Stock”)
      and a
      warrant (the “Investor
      Warrants”)
      to
      purchase 0.75 shares of Common Stock for five years at the exercise price of
      $1.00 per share of Common Stock;

     

    WHEREAS,
      to the extent that all 10,000,000 Units are sold, the Company will have the
      option to sell up to an additional 2,000,000 Units in the Offering;


     

    WHEREAS,
      in addition to the Offering, the Company intends to offer and sell, to
      accredited investors in a private transaction, debentures of the Company (the
      “Debenture
      Sale”),
      which
      debentures shall bear interest at the rate of nine percent (9%) per annum for
      a
      three-year term, and which are payable in consecutive monthly installments
      of
      principal and interest commencing 120 days from issuance (the “Debentures”),
      and
      which shall convert, into such number of Units as to their outstanding principal
      at a conversion price equal to the price per Unit in the Offering, upon the
      simultaneous closing of the Merger and the Offering;

    


    WHEREAS,
      the Investor desires to subscribe for, purchase and acquire from the Company
      and
      the Company desires to sell and issue to the Investor the number of Units,
      set
      forth on the signature page of this Agreement (the “Investor’s
      Units”)
      upon
      the terms and conditions and subject to the provisions hereinafter set
      forth;

     

    WHEREAS,
      in connection with the purchase of the Investor’s Units, the Company and the
      Investor will execute a Registration Rights Agreement dated as of the same
      date
      as this Agreement pursuant to which the Company will provide certain
      registration rights to the Investor (the “Registration
      Rights Agreement”);
      and

     

    WHEREAS,
      The Company, Brasada and McGuireWoods, LLP (the “Escrow
      Agent”)
      have
      entered into an Escrow Agreement (the “Escrow
      Agreement”)
      to
      provide for the safekeeping of funds received and documents executed in
      connection with the Offering.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    NOW,
      THEREFORE, for and in consideration of the mutual premises contained herein
      and
      for other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the parties hereto agree as follows:

     

    1. Purchase
      and Sale of the Units.
      Subject
      to the terms and conditions of this Agreement and the satisfaction of the
      Closing Conditions, the Investor subscribes for and agrees to purchase and
      acquire from the Company and the Company agrees to sell and issue to the
      Investor the Investor’s Units at the purchase price of $0.70 per Unit (the
“Purchase
      Price”).
      

     

    2. The
      Closing.
      The
      Offering will terminate on the receipt of acceptable subscriptions representing
      10,000,000 Units (the “Termination
      Date”)
      and
      will close on the same date as the closing of the Merger (the “Closing
      Date”)
      at the
      offices of the Escrow Agent. On the Closing Date, the Escrow Agent shall deliver
      the funds and Transaction Documents (as defined herein) held in escrow as of
      the
      Closing Date pursuant to the terms of the Escrow Agreement. As soon as
      practicable after the Closing Date, the Company shall issue and deliver, or
      shall cause the issuance and delivery of, a stock certificate, registered in
      the
      name of the Investor and representing the shares of Common Stock underlying
      the
      Investor’s Units and an Investor Warrant registered in the name of the Investor
      representing the Investor’s right to purchase the number of shares of Common
      Stock underlying the Investor’s Warrant. 

     

    3. Subscription
      Procedure.
      To
      complete a subscription for Units, the Investor must fully comply with the
      subscription procedure provided in this Section on or before 5:00 p.m. eastern
      time on the Termination Date. 

     

    (a) Transaction
      Documents.
      Prior
      to 5:00 p.m. eastern time on the Termination Date, the Investor shall review,
      complete and execute this Agreement, the Investor Questionnaire attached hereto
      as Appendix A and the Registration Rights Agreement, and deliver such agreements
      and questionnaire to the Escrow Agent at the address provided below. Executed
      agreements and questionnaires may be delivered to the Escrow Agent by facsimile
      using the facsimile number provided below if the Investor immediately thereafter
      confirms receipt of such transmission with the Escrow Agent and delivers the
      original copies of the agreements and questionnaire to the Escrow Agent as
      soon
      as practicable thereafter.

     

    Escrow
      Agent - Mailing Address and Facsimile Number:

    


    McGuireWoods
      LLP

    77
      West
      Wacker Drive, Suite 4100

    Chicago,
      Illinois 60601

    Facsimile
      Number: (312) 920-7236

    Attention:
      Thomas Horenkamp

    Telephone
      Number: (312) 849-8184

    


    (b) Purchase
      Price.
      Simultaneously with the delivery of the Transaction Documents to the Escrow
      Agent as provided herein, and in any event on or prior to 5:00 p.m. eastern
      time
      on the Termination Date, the Investor shall deliver to the Escrow Agent the
      full
      Purchase Price for the Investor’s Units by wire transfer of immediately
      available funds pursuant to wire transfer instructions provided
      below:

     

    Escrow
      Agent - Wire Transfer Instructions:

    


    BANK
      OF
      AMERICA - Jacksonville, FL

    ABA:
      026009593 (Domestic Wires)

    Swift
      Code: BOFAUS3N (International Wires)

    Credit:
      McGuireWoods LLP IOLTA Account

    Account
      Number: 2101206537

    Reference:
      Louis Zehil - Brasada California, Inc. Escrow - 2047495-0001

     

    
      
         

      

      
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    McGuireWoods
      Accounting Contact: Julie Aaron (804) 775-1224

    Bank
      Contact: Patrick Comia (888) 841-8159, Opt. 2, Ext. 2160

    


    (c) Purchaser
      Representative.
      If the
      Investor has retained the services of a purchaser representative to assist
      in
      evaluating the merits and risks associated with investing in the Units, the
      Investor must deliver along with the Transaction Documents a purchaser
      representative certificate in a form acceptable to the Company. 

     

    4. Representations
      and Warranties of the Company and Brasada.
      In
      order to induce the Investor to enter into this Agreement, the Company and,
      as
      applicable, Brasada represent and warrant to the Investor the
      following:

     

    (a) Authority.
      The
      Company and Brasada each is a corporation duly organized, validly existing,
      and
      in good standing under the laws of the state in which it was incorporated or
      otherwise formed, and has all requisite right, power, and authority to execute,
      deliver and perform this Agreement.

     

    (b) Subsidiaries.
      The
      Company has no direct or indirect subsidiaries (each a “Subsidiary”
      and
      collectively the “Subsidiaries”)
      other
      than those set forth in the Exchange Act Documents (as defined in Section 3(f)),
      or as are necessary or desirable to consummate the Merger and the transactions
      contemplated in the Merger Agreement. Except as disclosed in the Exchange Act
      Documents, the Company owns, directly or indirectly, all of the capital stock
      of
      each Subsidiary free and clear of any and all liens, and all the issued and
      outstanding shares of capital stock of each Subsidiary are validly issued and
      are fully paid, non-assessable and free of preemptive and similar rights.


     

    (c) Enforceability.
      The
      execution, delivery, and performance of this Agreement by the Company have
      been
      duly authorized by all requisite corporate action. This Agreement has been
      duly
      executed and delivered by each of the Company and Brasada, and, upon its
      execution by the Investor, shall constitute the legal, valid, and binding
      obligation of each of the Company and Brasada, enforceable in accordance with
      its terms, except to the extent that its enforceability is limited by
      bankruptcy, insolvency, reorganization, or other laws relating to or affecting
      the enforcement of creditors’ rights generally and by general principles of
      equity.

     

    (d) No
      Violations.
      The
      execution, delivery, and performance of this Agreement by the Company or by
      Brasada does not, and will not, violate or conflict with any provision of the
      Company’s or Brasada’s respective Certificate of Incorporation or Bylaws, or
      other charter documents, and does not and will not, with or without the passage
      of time or the giving of notice, result in the breach of, or constitute a
      default, cause the acceleration of performance, or require any consent under,
      or
      result in the creation of any lien, charge or encumbrance upon any property
      or
      assets of the Company, or as applicable of Brasada, pursuant to, any material
      instrument or agreement to which the Company, or Brasada, is a party or by
      which
      the Company, or Brasada, or its properties are bound.

     

    (e) Capitalization.
      The
      authorized capital stock of the Company consists of: 100,000,000
      shares of Common Stock, of which as of September 30, 2005, 39,356,189 shares
      were issued and outstanding, and 10,000,000 shares of preferred stock, par
      value
      $0.001 per share, of which as of September 30, 2005 no shares were issued and
      outstanding.
      Upon
      issuance in accordance with the terms of this Agreement against payment of
      the
      Purchase Price therefore, the shares of Common Stock underlying the Investor’s
      Units will be duly and validly issued, fully paid, and nonassessable and free
      and clear of all liens imposed by or through the Company, and, assuming the
      accuracy of the representations and warranties of the Investor and all other
      purchasers of Units in the Offering, will be issued in accordance with a valid
      exemption from the registration or qualification provisions of the Securities
      Act, and any applicable state securities laws (the “State
      Acts”).

     

    
      
         

      

      
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    (f) Exchange
      Act Filing.
      Other
      than with respect to the quarterly report on Form 10-QSB for the three months
      ended March 31, 2005, during the 12 calendar months immediately preceding the
      date of this Agreement, all reports and statements required to be filed by
      the
      Company with the Securities and Exchange Commission (the “Commission”)
      under
      the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”),
      and
      the rules and regulations thereunder, have been timely filed. Such filings,
      together with all documents incorporated by reference therein, are referred
      to
      as “Exchange
      Act Documents.”
      Each
      Exchange Act Document, as amended, conformed in all material respects to the
      requirements of the Exchange Act and the rules and regulations thereunder,
      and
      no Exchange Act Document, as amended, at the time each such document was filed,
      included any untrue statement of a material fact or omitted to state any
      material fact required to be stated therein or necessary to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading.

     

    (g) Company
      Financial Statements. The
      audited financial statements, together with the related notes of the Company
      at
      December 31, 2004, included in the Company’s Annual Report on Form 10-KSB for
      the fiscal year ended December 31, 2004 as filed with the Commission, and the
      unaudited financial statements of the Company at September 30, 2005, for the
      nine months then ended, (collectively, the “Company
      Financial Statements”)
      included in the Company’s Quarterly Report on Form 10-QSB, fairly present in all
      material respects, on the basis stated therein and on the date thereof, the
      financial position of the Company at the respective dates therein specified
      and
      its results of operations and cash flows for the periods then ended (provided
      that the unaudited financial statements are subject to normal year-end audit
      adjustments and lack footnotes and other presentation items). Such statements
      and related notes have been prepared in accordance with generally accepted
      accounting principles in the United States applied on a consistent basis except
      as expressly noted therein.

     

    (h) No
      Material Liabilities.
      Except
      for liabilities or obligations not individually in excess of $100,000, and
      as
      set forth in the Exchange Act Documents, since September 30, 2005, the Company
      has not incurred any material liabilities or obligations, direct or contingent,
      except in the ordinary course of business and except for liabilities or
      obligations reflected or reserved against on the Company’s balance sheet as of
      September 30, 2005, and there has not been any change, or to the knowledge
      of
      the Company, development or effect (individually or in the aggregate) that
      is or
      is reasonably likely to be, materially adverse to the condition (financial
      or
      otherwise), business, prospects, or results of operations of the Company and
      the
      Subsidiaries considered as a whole (a “Material
      Adverse Effect”)
      or any
      change in the capital or material increase in the long-term debt of the Company,
      nor has the Company declared, paid, or made any dividend or distribution of
      any
      kind on its capital stock.

     

    (i) No
      Disputes Against Company.
      There is
      no material pending or, to the knowledge of the Company, threatened (i) action,
      suit, claim, proceeding, or investigation against the Company, at law or in
      equity, or before or by any Federal, state, municipal, or other governmental
      department, commission, board, bureau, agency or instrumentality, domestic
      or
      foreign, (ii) arbitration proceeding against the Company, (iii) governmental
      inquiry against the Company or (iv) any action or suit by or on behalf of the
      Company pending or threatened against others.

     

    (j) Approvals.
      The
      execution, delivery, and performance by the Company of this Agreement and the
      offer and sale of the Shares require no consent of, action by or in respect
      of,
      or filing with, any person, governmental body, agency, or official other than
      those consents that have been obtained prior to the Closing and those filings
      required to be made pursuant to the Securities Act and any State Acts which
      the
      Company undertakes to file within the applicable time period.

     

    
      
         

      

      
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    (k) Compliance.
      Neither
      the Company nor Brasada, nor any their respective Subsidiaries, (i) is in
      default under or in violation of (and no event has occurred that has not been
      waived that, with notice or lapse of time or both, would result in a default
      by
      the Company nor Brasada, or any of their respective Subsidiaries under), nor
      has
      the Company nor Brasada, or any of their respective Subsidiaries received notice
      of a claim that it is in default under or that it is in violation of, any
      indenture, loan or credit agreement, or any other agreement or instrument to
      which it is a party or by which it or any of its properties is bound (whether
      or
      not such default or violation has been waived), (ii) is in violation of any
      order of any Court, arbitrator, or governmental body or (iii) is or has been
      in
      violation of any statute, rule or regulation of any governmental authority,
      including without limitation all foreign, federal, state and local laws relating
      to taxes, environmental protection, occupational health and safety, product
      quality and safety and employment and labor matters, except in each case as
      could not, individually or in the aggregate, have or reasonably be expected
      to
      result in a Material Adverse Effect. The Company is in compliance with the
      applicable requirements of the Sarbanes-Oxley Act of 2002, as amended, and
      the
      rules and regulations thereunder, except where such noncompliance could not
      have
      or reasonably be expected to result in a Material Adverse Effect.

     

    (l) Patents
      and Trademarks.
      The
      Company and Brasada, or any of their respective Subsidiaries have, or have
      rights to use, all patents, patent applications, trademarks, trademark
      applications, service marks, trade names, copyrights, licenses, and other
      similar rights that are necessary or material for use in connection with their
      respective businesses as described in the Exchange Act Documents and which
      the
      failure to so have could, individually or in the aggregate, have or reasonably
      be expected to result in a Material Adverse Effect (collectively, the
“Intellectual
      Property Rights”).
      Neither the Company nor Brasada, or any of their respective Subsidiaries, has
      received a written notice that the Intellectual Property Rights used by the
      Company or Brasada, or any of their respective Subsidiaries, violates or
      infringes upon the rights of any person. Except as set forth in the Exchange
      Act
      Documents, to the knowledge of the Company, all such Intellectual Property
      Rights are enforceable and there is no existing infringement by another person
      of any of the Intellectual Property Rights, except where such infringement
      could
      not have or reasonably be expected to result in a Material Adverse
      Effect.

     

    (m) Transactions
      With Affiliates and Employees.
      Except
      as set forth in the Exchange Act Documents, none of the officers or directors
      of
      the Company and, to the knowledge of the Company, none of the employees of
      the
      Company is presently a party to any transaction with the Company or any
      Subsidiary (other than for services as employees, officers, and directors),
      including any contract, agreement, or other arrangement providing for the
      furnishing of services to or by, providing for rental of real or personal
      property to or from, or otherwise requiring payments to or from any officer,
      director, or such employee or, to the knowledge of the Company, any entity
      in
      which any officer, director, or any such employee has a substantial interest
      or
      is an officer, director, trustee, or partner.

     

    (n) Internal
      Accounting Controls.
      The
      Company and the Subsidiaries maintain a system of internal accounting controls
      sufficient to provide reasonable assurance that (i) transactions are executed
      in
      accordance with management’s general or specific authorizations, (ii)
      transactions are recorded as necessary to permit preparation of financial
      statements in conformity with generally accepted accounting principles and
      to
      maintain asset accountability, (iii) access to assets is permitted only in
      accordance with management’s general or specific authorization, and (iv) the
      recorded accountability for assets is compared with the existing assets at
      reasonable intervals and appropriate action is taken with respect to any
      differences. The Company has established disclosure controls and procedures
      (as
      defined in Exchange Act rules 13a-15(e) and 15d-15(e)) for the Company and
      designed such disclosure controls and procedures to ensure that material
      information relating to the Company and its Subsidiaries is made known to the
      Company’s certifying officers by others within those entities, particularly
      during the period in which the Company’s Form 10-KSB or 10-QSB, as the case may
      be, are being prepared. The Company’s certifying officers have evaluated the
      effectiveness of the Company’s controls and procedures as of the end of the
      reporting period covered by the Company’s Form 10-KSB and each of the Company’s
      Forms 10-QSB filed with the Commission (each such date, the “Evaluation
      Date”)
      and
      presented in each such report their conclusions about the effectiveness of
      the
      Company’s disclosure controls and procedures based on their evaluations as of
      the applicable Evaluation Date. Since the Evaluation Date of the Company’s most
      recently filed Form 10-KSB or Form 10-QSB, there have been no significant
      changes in the Company’s disclosure controls and procedures, the Company’s
      internal control over financial reporting (as defined in Exchange Act Rules
      13a-15(f) or 15d-15(f) or, to the Company’s knowledge, in other factors that
      could significantly affect the Company’s internal controls over financial
      reporting.

     

    
      
         

      

      
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    (o) Solvency.
      Based
      on the financial condition of the Company as of the Closing Date (and assuming
      that the Closing shall have occurred), (i) the Company’s fair saleable value of
      its assets exceeds the amount that will be required to be paid on or in respect
      of the Company’s existing debts and other liabilities (including known
      contingent liabilities) as they mature; (ii) the Company’s assets do not
      constitute unreasonably small capital to carry on its business for the current
      fiscal year as now conducted and as proposed to be conducted including its
      capital needs taking into account the particular capital requirements of the
      business conducted by the Company, and projected capital requirements and
      capital availability thereof; and (iii) the current cash flow of the Company,
      together with the proceeds the Company would receive, were it to liquidate
      all
      of its assets, after taking into account all anticipated uses of the cash,
      would
      be sufficient to pay all amounts on or in respect of its debt when such amounts
      are required to be paid. The Company does not intend to incur debts beyond
      its
      ability to pay such debts as they mature (taking into account the timing and
      amounts of cash to be payable on or in respect of its debt).

     

    (p) Certain
      Fees.
      Other
      than those finder’s fees payable in shares of common stock of the Company on the
      closing of the Offering and the cash commission payable on the closing as
      indicated in the Confidential Private Placement Memorandum provided to Investor
      in connection with the Offering, no brokerage or finder’s fees or commissions
      are or will be payable by the Company to any broker, financial advisor or
      consultant, finder, placement agent, investment banker, bank, or other person
      with respect to the transactions contemplated by this Agreement. The Investor
      shall have no obligation with respect to any claims (other than such fees or
      commissions owed by an Investor pursuant to written agreements executed by
      the
      Investor which fees or commissions shall be the sole responsibility of such
      Investor) made by or on behalf of other persons for fees of a type contemplated
      in this Section that may be due in connection with the transactions contemplated
      by this Agreement. 

     

    (q) Certain
      Registration Matters.
      Assuming the accuracy of the Investor’s representations and warranties set forth
      in this Agreement and the Transaction Documents and the representations and
      warranties made by all other purchasers of Units in the Offering, no
      registration under the Securities Act is required for the offer and sale of
      the
      Investor’s Units by the Company to the Investor hereunder.

     

    (r) Listing
      and Maintenance Requirements.
      Except
      as specified in the Exchange Act Documents, the Company has not, in the two
      years preceding the date hereof, received notice from any automated dealer
      quotation system or stock exchange to the effect that the Company is not in
      compliance with the listing or maintenance requirements thereof. The Company
      is,
      and has no reason to believe that it will not in the foreseeable future continue
      to be, in compliance with the listing and maintenance requirements for continued
      listing of the Common Stock on the NASD Over the Counter Bulletin
      Board.

     

    (s) Investment
      Company.
      The
      Company and Brasada are not, and are not an “affiliate” of, an “investment
      company” within the meaning of the Investment Company Act of 1940, as
      amended.

     

    (t) No
      Additional Agreements.
      The
      Company and Brasada do not have any agreement or understanding with any other
      purchasers of the Units in the Offering with respect to the transactions
      contemplated by this Agreement on terms that differ substantially from those
      set
      forth in this Agreement.

     

    
      
         

      

      
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    (u) Disclosure.
      The
      Company and Brasada confirm that neither they nor any person acting on their
      behalf has provided the Investor, or its agents or counsel, with any information
      that the Company or Brasada believes would constitute material, non-public
      information following the announcement of the Closing and the transactions
      contemplated thereby. The Company understands and confirms that the Investor
      will rely on the foregoing representations and covenants in effecting
      transactions in securities of the Company. All disclosure provided to the
      Investor regarding the Company and Brasada, their respective businesses and
      the
      transactions contemplated hereby, furnished by or on behalf of the Company
      or,
      as applicable, Brasada (including the Company’s and Brasada’s representations
      and warranties set forth in this Agreement) are true and correct and do not
      contain any untrue statement of a material fact or omit to state any material
      fact necessary in order to make the statements made therein, in light of the
      circumstances under which they were made, not misleading.

     

    5. Representations
      and Warranties of the Investor.
      In
      order to induce the Company to enter into this Agreement, the Investor
      represents and warrants to the Company and Brasada the following:

     

    (a) Authority.
      If a
      corporation, partnership, limited partnership, limited liability company, or
      other form of entity, the Investor is duly organized or formed, as the case
      may
      be, validly existing, and in good standing under the laws of its jurisdiction
      of
      organization or formation, as the case may be. The Investor has all requisite
      individual or entity right, power, and authority to execute, deliver, and
      perform this Agreement.

     

    (b) Enforceability.
      The
      execution, delivery, and performance of this Agreement by the Investor have
      been
      duly authorized by all requisite partnership, corporate or other entity action,
      as the case may be. This Agreement has been duly executed and delivered by
      the
      Investor, and, upon its execution by the Company, shall constitute the legal,
      valid, and binding obligation of the Investor, enforceable in accordance with
      its terms, except to the extent that its enforceability is limited by
      bankruptcy, insolvency, reorganization, moratorium, or other laws relating
      to or
      affecting the enforcement of creditors’ rights generally and by general
      principles of equity.

     

    (c) No
      Violations.
      The
      execution, delivery, and performance of this Agreement by the Investor do not
      and will not, with or without the passage of time or the giving of notice,
      result in the breach of, or constitute a default, cause the acceleration of
      performance, or require any consent under, or result in the creation of any
      lien, charge or encumbrance upon any property or assets of the Investor pursuant
      to, any material instrument or agreement to which the Investor is a party or
      by
      which the Investor or its properties may be bound or affected, and, do not
      or
      will not violate or conflict with any provision of the articles of incorporation
      or bylaws, partnership agreement, operating agreement, trust agreement, or
      similar organizational or governing document of the Investor, as applicable.
      

     

    (d) Knowledge
      of Investment and its Risks.
      The
      Investor has knowledge and experience in financial and business matters as
      to be
      capable of evaluating the merits and risks of Investor’s investment in the
      Units. The Investor understands that an investment in the Company represents
      a
      high degree of risk and there is no assurance that the Company’s business or
      operations will be successful. The Investor has considered carefully the risks
      attendant to an investment in the Company, and that, as a consequence of such
      risks, the Investor could lose Investor’s entire investment in the
      Company.

     

    (e) Investment
      Intent.
      The
      Investor hereby represents and warrants that (i) the Investor’s Units are being
      acquired for investment for the Investor’s own account, and not as a nominee or
      agent and not with a view to the resale or distribution of all or any part
      of
      the Investor’s Units, and the Investor has no present intention of selling,
      granting any participation in, or otherwise distributing any of the Investor’s
      Units within the meaning of the Securities Act, (ii) the Investor’s Units are
      being acquired in the ordinary course of the Investor’s business, and (iii) the
      Investor does not have any contracts, understandings, agreements, or
      arrangements, directly or indirectly, with any person and/or entity to
      distribute, sell, transfer, or grant participations to such person and/or entity
      with respect to, any of the Investor’s Units. The Investor is not purchasing the
      Investor’s Units as a result of any advertisement, article, notice or other
      communication regarding the Investor’s Units published in any newspaper,
      magazine or similar media or broadcast over television or radio or presented
      at
      any seminar or any other general solicitation or general
      advertisement.

     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

     

    (f) Investor
      Status.
      The
      Investor is an “accredited investor” as that term is defined by Rule 501 of
      Regulation D promulgated under the Securities Act and the information provided
      by the Investor in the Investor Questionnaire, attached hereto as Appendix
      A,
      is
      truthful, accurate, and complete. The Investor is not registered as a
      broker-dealer under Section 15 of the Exchange Act or an affiliate of such
      broker-dealer.

     

    (g) Disclosure.
      The
      Investor has reviewed the information provided to the Investor by the Company
      in
      connection with the Investor’s decision to purchase the Investor’s Units,
      including the Company’s Confidential Private Placement Memorandum distributed in
      connection with the Offering and the Company’s publicly available filings with
      the Commission and the information contained therein. The Company has provided
      the Investor with all the information that the Investor has requested in
      connection with the decision to purchase the Investor’s Units. The Investor
      further represents that the Investor has had an opportunity to ask questions
      and
      receive answers from the Company regarding the business, properties, prospects,
      and financial condition of the Company. All such questions have been answered
      to
      the full satisfaction of the Investor. Neither such inquiries nor any other
      investigation conducted by or on behalf of the Investor or its representatives
      or counsel shall modify, amend, or affect the Investor’s right to rely on the
      truth, accuracy, and completeness of the disclosure materials and the Company’s
      representations and warranties contained herein.

     

    (h) No
      Registration.
      The
      Investor understands that Investor may be required to bear the economic risk
      of
      Investor’s investment in the Company for an indefinite period of time. The
      Investor further understands that (i) neither the offering nor the sale of
      the Investor’s Units has been registered under the Securities Act or any
      applicable State Acts in reliance upon exemptions from the registration
      requirements of such laws, (ii) the Investor’s Units must be held by the
      Investor indefinitely unless the sale or transfer thereof is subsequently
      registered under the Securities Act and any applicable State Acts, or an
      exemption from such registration requirements is available, (iii) except as
      set
      forth in the Registration Rights Agreement, dated as of the date hereof, between
      the Company and the Investor, the Company is under no obligation to register
      any
      of the shares of Common Stock underlying the Investor’s Units on the Investor’s
      behalf or to assist the Investor in complying with any exemption from
      registration, and (iv) the Company will rely upon the representations and
      warranties made by the Investor in this Agreement and the Transaction Documents
      in order to establish such exemptions from the registration requirements of
      the
      Securities Act and any applicable State Acts. 

     

    (i) Transfer
      Restrictions.
      The
      Investor will not transfer any of the Investor’s Units or the shares of Common
      Stock underlying the Investor’s Units or the Investor Warrants unless such
      transfer is registered or exempt from registration under the Securities Act
      and
      such State Acts, and, if requested by the Company in the case of an exempt
      transaction, the Investor has furnished an opinion of counsel reasonably
      satisfactory to the Company that such transfer is so exempt. The Investor
      understands and agrees that (i) the certificates evidencing the shares of Common
      Stock underlying the Investor’s Units and the Investor Warrants will bear
      appropriate legends indicating such transfer restrictions placed upon the Units
      and shares of Common Stock and Investor Warrants, (ii) the Company shall have
      no
      obligation to honor transfers of any of the Investor’s Units, Investor Warrants
      or shares of Common Stock underlying the Investor’s Units or Investor Warrants
      in violation of such transfer restrictions, and (iii) the Company shall be
      entitled to instruct any transfer agent or agents for the securities of the
      Company to refuse to honor such transfers.

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

     

    (j) Principal
      Address.
      The
      Investor’s principal residence, if an individual, or principal executive office,
      if an entity, is set forth on the signature page of this Subscription
      Agreement.

     

    6. Independent
      Nature of Investor’s Obligations and Rights.
      The
      obligations of the Investor under this Agreement and the Transaction Documents
      are several and not joint with the obligations of any other purchaser of Units
      in the Offering, and the Investor shall not be responsible in any way for the
      performance of the obligations of any other purchaser of Units in the Offering
      under any Transaction Document. The decision of the Investor to purchase the
      Investor’s Units pursuant to the Transaction Documents has been made by the
      Investor independently of any other purchaser of Units in the Offering. Nothing
      contained herein or in any Transaction Document, and no action taken by any
      purchaser of Units pursuant thereto, shall be deemed to constitute such
      purchasers as a partnership, an association, a joint venture, or any other
      kind
      of entity, or create a presumption that the purchasers of Units are in any
      way
      acting in concert or as a group with respect to such obligations or the
      transactions contemplated by the Transaction Documents. The Investor
      acknowledges that no other purchaser of Units has acted as agent for the
      Investor in connection with making its investment hereunder and that no other
      purchaser of Units will be acting as agent of the Investor in connection with
      monitoring its investment in the Units or enforcing its rights under the
      Transaction Documents. The Investor shall be entitled to independently protect
      and enforce its rights, including without limitation the rights arising out
      of
      this Agreement or out of the other Transaction Documents, and it shall not
      be
      necessary for any other purchaser of Units to be joined as an additional party
      in any proceeding for such purpose.

     

    7. Prospectus
      Delivery Requirement.
      The
      Investor hereby covenants with the Company not to make any sale of the
      Investor’s Units or the shares of Common Stock underlying the Investor’s Units
      or the Investor Warrants or the shares of Common Stock underlying the Investor
      Warrants without complying with the provisions hereof and of the Registration
      Rights Agreement, and without effectively causing the prospectus delivery
      requirement under the Securities Act to be satisfied (unless the Investor is
      selling in a transaction not subject to the prospectus delivery requirement).
      

     

    8. Shareholder
      Approval.
      The
      Company represents and warrants to the Investor that a vote of the stockholders
      of the Company will not be required to approve the issuance of the Investor’s
      Units.

     

    9. Indemnification
      of Investor.
      In
      addition to the indemnity provided in the Registration Rights Agreement, the
      Company will indemnify and hold the Investor and its directors, officers,
      shareholders, members, managers, partners, employees and agents (each, an
“Investor
      Party”)
      harmless from any and all losses, liabilities, obligations, claims,
      contingencies, damages, costs and expenses, including all judgments, amounts
      paid in settlements, court costs, and reasonable attorneys’ fees and costs of
      investigation (collectively, “Losses”)
      that
      any such Investor Party may suffer or incur as a result of or relating to any
      misrepresentation, breach, or inaccuracy of any representation, warranty,
      covenant, or agreement made by the Company in any Transaction Document. In
      addition to the indemnity contained herein, the Company will reimburse each
      Investor Party for its reasonable legal and other expenses (including the cost
      of any investigation, preparation, and travel in connection therewith) incurred
      in connection therewith, as such expenses are incurred.

     

    10. Non-Public
      Information.
      Subsequent to the Closing, the Company covenants and agrees that neither it
      nor
      any other person acting on its behalf will provide Investor or its agents or
      counsel with any information that the Company believes constitutes material
      non-public information, unless prior thereto Investor shall have executed a
      written agreement regarding the confidentiality and use of such information.
      The
      Company understands and confirms that Investor shall be relying on the foregoing
      representations in effecting transactions in securities of the
      Company.

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

     

    11. Further
      Assurances.
      The
      parties hereto will, upon reasonable request, execute and deliver all such
      further assignments, endorsements and other documents as may be necessary in
      order to perfect the purchase by the Investor of the Investor’s
      Units.

     

    12. Entire
      Agreement; No Oral Modification.
      This
      Agreement and the other Transaction Documents contain the entire agreement
      among
      the parties hereto with respect to the subject matter hereof and supersede
      all
      prior agreements and understandings with respect thereto and this Agreement
      may
      not be amended or modified except in a writing signed by both of the parties
      hereto.

     

    13. Binding
      Effect; Benefits.
      This
      Agreement shall inure to the benefit of and be binding upon the parties hereto
      and their respective heirs, successors and assigns; however, nothing in this
      Agreement, expressed or implied, is intended to confer on any other person
      other
      than the parties hereto, or their respective heirs, successors or assigns,
      any
      rights, remedies, obligations or liabilities under or by reason of this
      Agreement.

     

    14. Counterparts.
      This
      Agreement may be executed in any number of counterparts, for each of which
      shall
      be deemed to be an original and all of which together shall be deemed to be
      one
      and the same instrument. 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) with the same force and effect as if such facsimile signature page
      were an original thereof.

     

    15. Governing
      Law.
      This
      Agreement shall be governed by, and construed and enforced in accordance with,
      the laws of the United States of America and the State of New York, both
      substantive and remedial, without regard to New York conflicts of law
      principles. Any
      judicial proceeding brought against either of the parties to this agreement
      or
      any dispute arising out of this Agreement or any matter related hereto shall
      be
      brought in the courts of the State of New York, New York County, or in the
      United States District Court for the Southern District of New York and, by
      its
      execution and delivery of this agreement, each party to this Agreement accepts
      the jurisdiction of such courts. 

     

    16. Prevailing
      Parties.
      In any
      action or proceeding brought to enforce any provision of this Agreement, or
      where any provision hereof is validly asserted as a defense, the prevailing
      party shall be entitled to receive and the nonprevailing party shall pay upon
      demand reasonable attorneys’ fees in addition to any other remedy.

     

    17. Notices.
      All
      communication hereunder shall be in writing and shall be mailed, delivered,
      telegraphed or sent by facsimile or electronic mail, and such delivery shall
      be
      confirmed to the addresses as provided below: 

    


    if
      to the
      Investor:

    


    to
      the
      address set forth on the signature page of this Agreement

     

    if
      to the
      Company:

    


    Foothills
      Resources, Inc.

    Canadiana
      Lodge, Wellfield Close, Coad’s Green

    Launceston,
      Cornwall, England PL15 7LR

    Attention:
      J. Earl Terris, President and Chief Executive Officer

    Facsimile:
      011 (56) 678-2214

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

    


    with
      copy
      to: 

    


    Gottbetter
      & Partners, LLP

    488
      Madison Avenue, 12th
      Floor

    New
      York,
      New York 10022

    Attention:
      Adam S. Gottbetter, Esq.

    Facsimile
      Number: (212) 400-6901

    


    if
      to
      Brasada, to: 

    


    Brasada
      California, Inc. 

    P.O.
      Box
      2701 

    Bakersfield,
      California 93303

    Attention:
      Dennis B. Tower, Chief Executive Officer

    Facsimile:
      (541) 595-2484

    


    with
      copy
      to: 

    


    McGuireWoods
      LLP

    1345
      Avenue of the Americas, 7th
      Floor

    New
      York,
      New York 10105

    Attention:
      Louis W. Zehil, Esq.

    Facsimile:
      (212) 548-2175

    


    and
      with
      copy to:

    


    W.
      Kirk
      Bosche

    14619
      Carols Way Drive

    Houston,
      Texas 77070

    Facsimile:
      (281) 376-9376

     

    18. Headings.
      The
      section headings herein are included for convenience only and are not to be
      deemed a part of this Agreement.

     

    


    [SIGNATURE
      PAGES FOLLOW]

     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Subscription Agreement
      as
      of the date first written above.

     

     

    COMPANY

    Foothills
      Resources, Inc.

     

    By:
       ________________________________

    Name:
      J.
      Earl
      Terris

    Its: 
      President
      and Chief Executive Officer

    


    


    


    


    [SIGNATURE
      PAGES OF BRASADA AND INVESTOR FOLLOW]

     

    
      
         

      

      
        -12-

        
          

        

      

      
         

      

       

    

    IN
      WITNESS WHEREOF, the parties hereto have executed this Subscription Agreement
      as
      of the date first written above.

     

    


     

    BRASADA
      CALIFORNIA, INC.

     

    By: 
      ______________________________

    Name: 
      Dennis
      B.
      Tower

    Its: 
      Chief
      Executive Officer

    


    


    


    [SIGNATURE
      PAGE OF INVESTOR FOLLOWS]

     

    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    

     


    IN
      WITNESS WHEREOF, the parties hereto have executed this Subscription Agreement
      as
      of the date first written above.

    

      
        	
                INVESTOR
                  (individual)

              	
                INVESTOR
                  (entity)

              
	 	 
	
                ______________________________________

              	
                ____________________________________

              
	
                Signature

              	
                Name
                  of Entity

              
	 	 
	
                ______________________________________

              	
                ____________________________________

              
	
                Print
                  Name

              	
                Signature

              
	 	 
	
                Address
                  of Principal Residence:

              	 
	
                _____________________________________

              	
                Print
                  Name: __________________________

              
	
                _____________________________________

              	 
	
                _____________________________________

              	
                Title:
                  ________________________________

              
	 	 
	
                Social
                  Security Number:

              	
                Address
                  of Executive Offices:

              
	
                _____________________________________

              	 
	 	
                _____________________________________

              
	
                Telephone
                  Number:

              	
                _____________________________________

              
	
                _____________________________________

              	
                _____________________________________

              
	 	 
	
                Facsimile
                  Number:

              	
                IRS
                  Tax Identification Number:

              
	
                _____________________________________

              	
                __________________________________

              
	 	 
	 	
                Telephone
                  Number:

              
	 	
                __________________________________

              
	 	 
	 	
                Facsimile
                  Number:

              
	 	
                ____________________________________

              


      

       

      
        	
                _________________

              	
                X

              	
                $0.70

              	
                =

              	
                $___________________

              
	
                Number
                  of Units 

              	 	
                Price
                  per Unit

              	 	
                Purchase
                  Price 

              


      

    

     

    
 

    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    

     

    APPENDIX
      A

    


    Investor
      Questionnaire

    
 

    (See
      Attached)