EX 4.3


    EXHIBIT
      4.3

    


    FORM
      OF LOCK-UP AGREEMENT

    


    


    April
      ___, 2006

    


    


    Foothills
      Resources, Inc.

    P.O.
      Box
      2701

    Bakersfield,
      California 93303

     

    Gentlemen:

    


    Reference
      is made to that certain binding Term Sheet (the “Term Sheet”), dated as of
      February 15, 2006, as amended, by and among Foothills Resources, Inc. (the
      “Company”), Tompkins Capital Group and Brasada Resources LLC, the corporate
      predecessor to Brasada California, Inc. (“Brasada”), relating to the proposed
      merger (the “Merger”) of Brasada Acquisition Corp., a wholly-owned subsidiary of
      the Company (“Acquisition Sub”) with and into Brasada. In connection with the
      Merger, the Company, Acquisition Sub and Brasada also entered into that certain
      Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated
      as of April __, 2006, pursuant to which shares of Brasada’s capital stock are
      proposed to be exchanged for shares of common stock of the Company, par value
      $0.001 per share (the “Common Stock”). The purpose of this letter agreement (the
“Letter Agreement”) is to set forth the agreement contemplated by the Term Sheet
      between the Company and each of the officers and directors of the Company
      following the Merger, with respect to a lock-up of the shares of Common Stock
      of
      the Company to be held by such officers and directors. Accordingly, in
      consideration of the Company and Brasada entering into the Merger Agreement,
      and
      for other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the undersigned hereby agrees as follows:

    


    1. The
      undersigned hereby covenants and agrees, except as provided herein, not to
      (a)
      offer, sell, contract to sell or otherwise dispose of or (b) transfer title
      to
      (a “Prohibited Sale”) any of the shares (the “Acquired Shares”) of Common Stock
      acquired by the undersigned pursuant to or in connection with the Merger
      Agreement, during the period commencing on the “Closing Date” (as that term is
      defined in the Term Sheet) and ending on the 12-month anniversary of the Closing
      Date (the “Lockup Period”), without the prior written consent of the Company.
      Notwithstanding the foregoing, the undersigned shall be permitted from time
      to
      time during the Lockup Period, without the prior written consent of the Company,
      as applicable, (i) to engage in transactions in the shares of Common Stock
      the
      undersigned may acquire pursuant to the Company’s stock option plan (ii) to
      transfer all or any part of the Acquired Shares to any family member, for estate
      planning purposes or to an affiliate thereof (as such term is defined in Rule
      405 under the Securities Exchange Act of 1934, as amended), provided that such
      transferee agrees with the Company to be bound hereby, and in any transaction
      in
      which holders of the Common Stock of the Company participate or have the
      opportunity to participate pro rata, including, without limitation, a merger,
      consolidation or binding share exchange involving the Company, a disposition
      of
      the Common Stock in connection with the exercise of any rights, warrants or
      other securities distributed to the Company’s stockholders, or a tender or
      exchange offer for the Common Stock, or (iii) to pledge any of the Acquired
      Shares to secure bona fide indebtedness or other financial obligations, which
      shares may be offered and sold by the pledgee free of the restrictions of this
      Letter Agreement upon foreclosure by or on behalf of such pledgee, and no
      transaction contemplated by the foregoing clauses (i), (ii) or (iii) shall
      be
      deemed a Prohibited Sale for purposes of this Letter Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
        
          Foothills
            Resources, Inc.

          April
            ___, 2006

          Page
            2

        

      

    

    


    2. This
      Letter Agreement shall be governed by and construed in accordance with the
      laws
      of the State of New York, without regard to its conflict of laws
      principles.

    


    3. This
      Letter Agreement will become a binding agreement among the undersigned as of
      the
      Closing Date. This Letter Agreement (and the agreements reflected herein) may
      be
      terminated by the mutual agreement of the Company and the undersigned, and
      if
      not sooner terminated, will terminate upon the expiration date of the Lockup
      Period. This Letter Agreement may be duly executed by facsimile and in any
      number of counterparts, each of which shall be deemed an original, and all
      of
      which together shall be deemed to constitute one and the same instrument.
      Signature pages from separate identical counterparts may be combined with the
      same effect as if the parties signing such signature page had signed the same
      counterpart. This Letter Agreement may be modified or waived only by a separate
      writing signed by each of the parties hereto expressly so modifying or waiving
      such agreement.

    


    


    Very
      truly yours,

     

    __________________________________

    [Stockholder]