EX 10.2


    EXHIBIT
      10.2

    


    FORM
      OF REGISTRATION RIGHTS AGREEMENT

    


    This
      Registration Rights Agreement (this “Agreement”)
      is
      made and entered into as of this ___ day of ________ 2006 (the “Effective
      Date”)
      between Foothills Resources, Inc., a Nevada corporation (the “Company”),
      and
      the parties set forth on the signature page and Exhibit
      A
      hereto
      (each, a “Purchaser”
and
      collectively, the “Purchasers”).

     

    RECITALS:

     

    WHEREAS,
      the Company and Brasada California, Inc. have executed a Term Sheet, pursuant
      to
      which they will enter into an Agreement and Plan of Merger and Reorganization,
      pursuant to which a newly organized, wholly-owned subsidiary of the Company
      will
      merge with and into Brasada (the “Merger”),
      with
      Brasada being the surviving entity and a wholly-owned subsidiary of the Company
      as of the consummation 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 whole 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 (the
“Oversubscription
      Units”);
      

     

    WHEREAS,
      prior to the sale of Units in 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 Offering and Debenture Sale shall terminate on the receipt of acceptable
      subscriptions representing 10,000,000 Units, including the Units into which
      the
      Debentures are convertible, (the “Termination
      Date”),
      or
      such later date as the Company and Brasada shall determine, and will close
      as
      soon as practicable after the Company has received at least subscriptions for
      $2,500,000 in Debentures and 500,000 Units (the “Offering
      Closing Date”);
      and

     

    WHEREAS,
      the Purchasers, in connection with their intent to purchase Units in the
      Offering and Debentures in the Debenture Sale, shall execute and deliver
      Subscription Agreements (the “Subscription
      Agreements”)
      and
      Investor Questionnaires (the “Investor
      Questionnaires”)
      memorializing the Purchasers’ agreement to purchase and the Company’s agreement
      to sell the number of Units and/or Debentures set forth therein at the purchase
      price of $0.70 per Unit or the face value of the Debentures (the “Purchase
      Price”)
      and
      this Agreement, pursuant to which the Company will provide certain registration
      rights related to the shares of Common Stock underlying the Units and the
      Investor Warrants (including such Common Stock and Investor Warrants into which
      the Debentures shall be converted on the Offering Closing Date) on the terms
      set
      forth herein (the Subscription Agreements, Investor Questionnaires and the
      Registration Rights Agreements are collectively referred to as the “Transaction
      Documents”).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual promises, representations, warranties, covenants,
      and conditions set forth herein, the parties mutually agree as follows:


     

    1. Certain
      Definitions.
      As used
      in this Agreement, the following terms shall have the following respective
      meanings:

     

    “Approved
      Market”
means
      the NASD Over-The-Counter Bulletin Board, the NASDAQ National Market, the NASDAQ
      Capital Market, the New York Stock Exchange, Inc. or the American Stock
      Exchange, Inc.

     

    “Blackout
      Period”
means,
      with respect to a registration, a period, in each case commencing on the day
      immediately after the Company notifies the Purchasers that they are required,
      because of the occurrence of an event of the kind described in Section 4(f)
      hereof, to suspend offers and sales of Registrable Securities during which
      the
      Company, in the good faith judgment of its board of directors, determines
      (because of the existence of, or in anticipation of, any acquisition, financing
      activity, or other transaction involving the Company, or the unavailability
      for
      reasons beyond the Company’s control of any required financial statements,
      disclosure of information which is in its best interest not to publicly
      disclose, or any other event or condition of similar significance to the
      Company) that the registration and distribution of the Registrable Securities
      to
      be covered by such registration statement, if any, would be seriously
      detrimental to the Company and its stockholders and ending on the earlier of
      (1)
      the date upon which the material non-public information commencing the Blackout
      Period is disclosed to the public or ceases to be material and (2) such time
      as
      the Company notifies the selling Holders that the Company will no longer delay
      such filing of the Registration Statement, recommence taking steps to make
      such
      Registration Statement effective, or allow sales pursuant to such Registration
      Statement to resume; provided, however,
      that (a)
      the Company shall limit its use of Blackout Periods, in the aggregate, to 30
      Trading Days in any 12-month period and (b) no Blackout Period may commence
      sooner than 60 days after the end of a prior Blackout Period.

     

    “Business
      Day”
means
      any day of the year, other than a Saturday, Sunday, or other day on which the
      Commission is required or authorized to close.

     

    “Closing
      Date”
means
      the Merger Closing Date.

     

    “Commission”
means
      the Securities and Exchange Commission or any other federal agency at the time
      administering the Securities Act.

     

    “Common
      Stock”
means
      the common stock, par value $0.001 per share, of the Company and any and all
      shares of capital stock or other equity securities of: (i) the Company which
      are
      added to or exchanged or substituted for the Common Stock by reason of the
      declaration of any stock dividend or stock split, the issuance of any
      distribution or the reclassification, readjustment, recapitalization or other
      such modification of the capital structure of the Company; and (ii) any other
      corporation, now or hereafter organized under the laws of any state or other
      governmental authority, with which the Company is merged, which results from
      any
      consolidation or reorganization to which the Company is a party, or to which
      is
      sold all or substantially all of the shares or assets of the Company, if
      immediately after such merger, consolidation, reorganization or sale, the
      Company or the stockholders of the Company own equity securities having in
      the
      aggregate more than 50% of the total voting power of such other
      corporation.

     

    
      
         

      

      
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    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      of the Commission promulgated thereunder.

     

    “Family
      Member”
means
      (a) with respect to any individual, such individual’s spouse, any descendants
      (whether natural or adopted), any trust all of the beneficial interests of
      which
      are owned by any of such individuals or by any of such individuals together
      with
      any organization described in Section 501(c)(3) of the Internal Revenue Code
      of
      1986, as amended, the estate of any such individual, and any corporation,
      association, partnership or limited liability company all of the equity
      interests of which are owned by those above described individuals, trusts or
      organizations and (b) with respect to any trust, the owners of the beneficial
      interests of such trust.

     

    “Holder”
means
      each Purchaser or any of such Purchaser’s respective successors and Permitted
      Assigns who acquire rights in accordance with this Agreement with respect to
      the
      Registrable Securities directly or indirectly from a Purchaser or from any
      Permitted Assignee.

     

    “Investor
      Warrants”
mean
      the warrants issued in relation to the Purchasers purchase of Units in the
      private placement offering.

     

    “Majority
      Holders”
means
      at any time Holders representing a majority of the Registrable
      Securities.

     

    “Permitted
      Assignee”
means
      (a) with respect to a partnership, its partners or former partners in
      accordance with their partnership interests, (b) with respect to a
      corporation, its stockholders in accordance with their interest in the
      corporation, (c) with respect to a limited liability company, its members
      or former members in accordance with their interest in the limited liability
      company, (d) with respect to an individual party, any Family Member of such
      party, (e) an entity that is controlled by, controls, or is under common control
      with a transferor or (f) a party to this Agreement.

     

    “Piggyback
      Registration”
means,
      in any registration of Common Stock as set forth in Section 3(b), the ability
      of
      holders of Common Stock to include Registrable Securities in such registration.
      

     

    “Purchase
      Price”
means
      the Purchase Price per Unit set forth in the Subscription Agreement.


     

    The
      terms
“register,
“
      “registered,
“
and
      “registration”
refer
      to a registration effected by preparing and filing a registration statement
      in
      compliance with the Securities Act, and the declaration or ordering of the
      effectiveness of such registration statement.

     

    “Registrable
      Securities”
means
      the shares of Common Stock issued or issuable to each Purchaser in connection
      with such Purchaser’s purchase of Units or Oversubscription Units pursuant to
      the Subscription Agreements, including the shares of Common Stock issuable
      on
      exercise of the Investor Warrants issued to the Purchasers in connection with
      their purchase of Units but excluding (i) any Registrable Securities that have
      been publicly sold or may be sold immediately without registration under the
      Securities Act either pursuant to Rule 144 of the Securities Act or otherwise;
      (ii) any Registrable Securities sold by a person in a transaction pursuant
      to a
      registration statement filed under the Securities Act or (iii) any Registrable
      Securities that are at the time subject to an effective registration statement
      under the Securities Act. 

     

    “Registration
      Default Date”
means
      the date that is 120 days following the Registration Filing Date. 

     

    
      
         

      

      
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    “Registration
      Default Period”
means
      the period following the Registration Default Date during which any Registration
      Event occurs and is continuing.

     

    “Registration
      Event”
means
      the occurrence of any of the following events:

     

    (a) the
      Company fails to file with the Commission the Registration Statement on or
      before the Registration Filing Date (as defined in Section 3(a));

     

    (b) the
      Registration Statement is not declared effective by the Commission on or before
      the Registration Default Date;

     

    (c) after
      the
      SEC Effective Date, sales cannot be made pursuant to the Registration Statement
      for any reason (including without limitation by reason of a stop order, or
      the
      Company’s failure to update the Registration Statement) except as excused
      pursuant to Section 3(a); or

     

    (d) the
      Common Stock generally or the Registrable Securities specifically are not listed
      or included for quotation on an Approved Market, or trading of the Common Stock
      is suspended or halted on the Approved Market, which at the time constitutes
      the
      principal market for the Common Stock, for more than two full, consecutive
      Trading Days; provided, however, a Registration Event shall not be deemed to
      occur if all or substantially all trading in equity securities (including the
      Common Stock) is suspended or halted on the Approved Market for any length
      of
      time.

     

    “Registration
      Filing Date”
means
      the date that is 120 days after the Closing Date.

     

    “Registration
      Statement”
means
      the registration statement that the Company is required to file pursuant to
      this
      Agreement to register the Registrable Securities.

     

    “Rule
      144”
means
      Rule 144 promulgated by the Commission under the Securities Act. 

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended, or any similar federal statute
      promulgated in replacement thereof, and the rules and regulations of the
      Commission thereunder, all as the same shall be in effect at the
      time.

     

    “SEC
      Effective Date”
means
      the date the Registration Statement is declared effective by the
      Commission.

     

    “Subscription
      Agreement”
means
      the Subscription Agreement dated as of the date hereof between the Company
      and
      the Purchaser setting forth the terms and conditions of the Company’s offer of
      Units and the Purchaser’s purchase of Units.

     

    “Trading
      Day”
means
      any day on which the national securities exchange, the NASDAQ Stock Market,
      the
      NASD Over the Counter Bulletin Board or such other securities market or
      quotation system, which at the time constitutes the principal securities market
      for the Common Stock, is open for general trading of securities.

     

    “Units”
mean
      the units offered by the Company and purchased by the Purchaser pursuant to
      the
      Subscription Agreement which consist of one share of Common Stock and an
      Investor Warrant representing the right of the Purchaser to purchase 0.75 shares
      of Common Stock at the exercise price of $1.00 per share.

     

    
      
         

      

      
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    2. Term.
      This
      Agreement shall continue in full force and effect for a period of two years
      from
      the Effective Date, unless terminated sooner hereunder.

     

    3. Registration.

     

    (a) Registration
      on Form SB-2.
      As
      promptly as reasonably practicable after the date hereof, but in any event
      not
      later than the Registration Filing Date, the Company shall file with the
      Commission a registration statement on Form SB-2, or other applicable form,
      relating to the resale by the Holders of all of the Registrable Securities,
      and
      the Company shall use its commercially reasonable best efforts to cause such
      registration statement to be declared effective prior to the Registration
      Default Date; provided, however, that the Company shall not be obligated to
      effect any such registration, qualification, or compliance pursuant to this
      Section, or keep such registration effective pursuant to the terms hereunder:
      (i) in any particular jurisdiction in which the Company would be required to
      qualify to do business as a foreign corporation or as a dealer in securities
      under the securities or blue sky laws of such jurisdiction or to execute a
      general consent to service of process in effecting such registration,
      qualification or compliance, in each case where it has not already done so
      or
      (ii) during any Blackout Period, in which case the Registration Filing Date
      shall be extended to the date immediately following the last day of such
      Blackout Period. 

     

    (b) Piggyback
      Registration.
      If the
      Company shall determine to register for sale for cash any of its Common Stock,
      for its own account or for the account of others (other than the Holders),
      other
      than (i) a registration relating solely to employee benefit plans or securities
      issued or issuable to employees, consultants (to the extent the securities
      owned
      or to be owned by such consultants could be registered on Form S-8) or any
      of
      their Family Members (including a registration on Form S-8) or (ii) a
      registration relating solely to a Commission Rule 145 transaction, a
      registration on Form S-4 in connection with a merger, acquisition, divestiture,
      reorganization, or similar event, the Company shall promptly give to the Holders
      written notice thereof (and in no event shall such notice be given less than
      20
      calendar days prior to the filing of such registration statement), and shall,
      subject to Section 3(c), include as a Piggyback Registration all of the
      Registrable Securities specified in a written request delivered by the Holder
      within 10 calendar days after receipt of such written notice from the Company.
      However, the Company may, without the consent of the Holders, withdraw such
      registration statement prior to its becoming effective if the Company or such
      other stockholders have elected to abandon the proposal to register the
      securities proposed to be registered thereby. 

     

    (c) Underwriting.
      If a
      Piggyback Registration is for a registered public offering involving an
      underwriting, the Company shall so advise the Holders. In such event, the right
      of any Holder to Piggyback Registration shall be conditioned upon such Holder’s
      participation in such underwriting and the inclusion of such Holder’s
      Registrable Securities in the underwriting to the extent provided herein. All
      Holders proposing to include the Registrable Securities they hold through such
      underwriting shall (together with the Company and any other stockholders of
      the
      Company selling their securities through such underwriting) enter into an
      underwriting agreement in customary form with the underwriter selected for
      such
      underwriting by the Company or the selling stockholders, as applicable.
      Notwithstanding any other provision of this Section, if the underwriter or
      the
      Company determines that marketing factors require a limitation of the number
      of
      shares of Common Stock or the amount of other securities to be underwritten,
      the
      underwriter may exclude some or all Registrable Securities from such
      registration and underwriting. The Company shall so advise all Holders (except
      those Holders who failed to timely elect to include their Registrable Securities
      through such underwriting or have indicated to the Company their decision not
      to
      do so), and indicate to each such Holder the number of shares of Registrable
      Securities that may be included in the registration and underwriting, if any.
      The number of shares of Registrable Securities to be included in such
      registration and underwriting shall be allocated among such Holders as follows:
      

     

    
      
         

      

      
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    (i) In
      the
      event of a Piggyback Registration that is initiated by the Company, the number
      of shares that may be included in the registration and underwriting shall be
      allocated first to the Company and then, subject to obligations and commitments
      existing as of the date hereof, to all selling stockholders, including the
      Holders, who have requested to sell in the registration on a pro rata basis
      according to the number of shares requested to be included; and

     

    (ii) In
      the
      event of a Piggyback Registration that is initiated by the exercise of demand
      registration rights by a stockholder or stockholders of the Company (other
      than
      the Holders), then the number of shares that may be included in the registration
      and underwriting shall be allocated first to such selling stockholders who
      exercised such demand and then, subject to obligations and commitments existing
      as of the date hereof, to all other selling stockholders, including the Holders,
      who have requested to sell in the registration, on a pro rata basis according
      to
      the number of shares requested to be included.

     

    No
      Registrable Securities excluded from the underwriting by reason of the
      underwriter’s marketing limitation shall be included in such registration. If
      any Holder disapproves of the terms of any such underwriting, such Holder may
      elect to withdraw their Registrable Securities therefrom by delivery of written
      notice to the Company and the underwriter. The Registrable Securities so
      withdrawn from such underwriting shall also be withdrawn from such registration;
      provided, however, that, if by the withdrawal of such Registrable Securities
      a
      greater number of Registrable Securities held by other Holders may be included
      in such registration (up to the maximum of any limitation imposed by the
      underwriters), then the Company shall offer to all Holders who have included
      Registrable Securities in the registration the right to include additional
      Registrable Securities pursuant to the terms and limitations set forth herein
      in
      the same proportion used above in determining the underwriter limitation.


     

    (d) Other
      Registrations.
      Prior
      to the SEC Effective Date, the Company will not, without the prior written
      consent of the Majority Holders, file or request the acceleration of any other
      registration statement filed with the Commission, and during any time subsequent
      to the SEC Effective Date when the Registration Statement for any reason is
      not
      available for use by any Holder for the resale of any Registrable Securities,
      the Company shall not, without the prior written consent of the Majority
      Holders, file any other registration statement or any amendment thereto with
      the
      Commission under the Securities Act or request the acceleration of the
      effectiveness of any other registration statement previously filed with the
      Commission, other than (i) any registration statement on Form S-8 or Form S-4
      and (ii) any registration statement or amendment which the Company is required
      to file or as to which the Company is required to request acceleration pursuant
      to any obligation in effect on the date of execution and delivery of this
      Agreement.

     

    (e) Failure
      to File Registration Statement.
      If a
      Registration Event occurs, then the Company will make payments to each Purchaser
      (a “Qualified
      Purchaser”),
      as
      partial liquidated damages for the minimum amount of damages to the Qualified
      Purchaser by reason thereof, and not as a penalty, at a rate equal to 1% of
      the
      Purchase Price per share of Registrable Securities then held by a Qualified
      Purchaser monthly, for each calendar month of the Registration Default Period
      (pro rated for any period less than 30 days); provided, however, if a
      Registration Event occurs (or is continuing) on a date more than one-year after
      the Qualified Purchaser acquired the Registrable Securities (and thus the
      one-year holding period under Rule 144(d) has elapsed), liquidated damages
      shall
      be paid only with respect to that portion of the Qualified Purchaser’s
      Registrable Securities that cannot then be immediately resold in reliance on
      Rule 144. Each such payment shall be due and payable within five days after
      the
      end of each calendar month of the Registration Default Period until the
      termination of the Registration Default Period and within five days after such
      termination. Such payments shall be in partial compensation to the Qualified
      Purchaser, and shall not constitute the Qualified Purchaser’s exclusive remedy
      for such events. The Registration Default Period shall terminate upon (i) the
      filing of the Registration Statement in the case of clause (a) of the definition
      of Registration Event, (ii) the SEC Effective Date in the case of clause (b)
      of
      the definition of Registration Event, (iii) the ability of the Qualified
      Purchaser to effect sales pursuant to the Registration Statement in the case
      of
      clause (c) of the definition of Registration Event, (iv) the listing or
      inclusion and/or trading of the Common Stock on an Approved Market, as the
      case
      may be, in the case of clause (d) of the definition of Registration Event,
      and
      (v) in the case of the events described in clauses (b) and (c) of the definition
      of Registration Event, the earlier termination of the Registration Default
      Period. The amounts payable as partial liquidated damages pursuant to this
      paragraph shall be payable in lawful money of the United States. Amounts payable
      as partial liquidated damages to each Qualified Purchaser hereunder with respect
      to each share of Registrable Securities shall cease when the Qualified Purchaser
      no longer holds such shares of Registrable Securities or such shares of
      Registrable Securities can be immediately sold by the Qualified Purchaser in
      reliance on Rule 144(k).

     

    
      
         

      

      
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    4. Registration
      Procedures.
      The
      Company will keep each Holder reasonably advised as to the filing and
      effectiveness of the Registration Statement. At its expense with respect to
      the
      Registration Statement, the Company will:

     

    (a) prepare
      and file with the Commission with respect to the Registrable Securities, a
      registration statement on Form SB-2, or any other form for which the Company
      then qualifies or which counsel for the Company shall deem appropriate and
      which
      form shall be available for the sale of the Registrable Securities in accordance
      with the intended methods of distribution thereof, and use its commercially
      reasonable efforts to cause such registration statement to become and remain
      effective at for a period of two years or for such shorter period ending on
      the
      earlier to occur of (i) the sale of all Registrable Securities and (ii) the
      availability under Rule 144(k) for the Holder to sell the Registrable Securities
      (in either case, the “Effectiveness
      Period”);

     

    (b) if
      a
      registration statement is subject to review by the Commission, promptly respond
      to all comments and diligently pursue resolution of any comments to the
      satisfaction of the Commission;

     

    (c) prepare
      and file with the Commission such amendments and supplements to such
      registration statement and the prospectus used in connection therewith as may
      be
      necessary to keep such registration statement effective during the Effectiveness
      Period;

     

    (d) furnish,
      without charge, to each Holder of Registrable Securities covered by such
      registration statement (i) a reasonable number of copies of such registration
      statement (including any exhibits thereto other than exhibits incorporated
      by
      reference), each amendment and supplement thereto as such Holder may reasonably
      request, (ii) such number of copies of the prospectus included in such
      registration statement (including each preliminary prospectus and any other
      prospectus filed under Rule 424 under the Securities Act) as such Holders may
      reasonably request, in conformity with the requirements of the Securities Act,
      and (iii) such other documents as such Holder may require to consummate the
      disposition of the Registrable Securities owned by such Holder, but only during
      the Effectiveness Period;

     

    (e) use
      its
      commercially reasonable best efforts to register or qualify such registration
      under such other applicable securities or blue sky laws of such jurisdictions
      as
      any Holder of Registrable Securities covered by such registration statement
      reasonably requests and as may be necessary for the marketability of the
      Registrable Securities (such request to be made by the time the applicable
      registration statement is deemed effective by the Commission) and do any and
      all
      other acts and things necessary to enable such Holder to consummate the
      disposition in such jurisdictions of the Registrable Securities owned by such
      Holder; provided, however, that the Company shall not be required to (i) qualify
      generally to do business in any jurisdiction where it would not otherwise be
      required to qualify but for this paragraph, (ii) subject itself to taxation
      in
      any such jurisdiction, or (iii) consent to general service of process in any
      such jurisdiction;

     

    
      
         

      

      
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    (f) as
      promptly as practicable after becoming aware of such event, notify each Holder
      of Registrable Securities, the disposition of which requires delivery of a
      prospectus relating thereto under the Securities Act, of the happening of any
      event, which comes to the Company’s attention, that will after the occurrence of
      such event cause the prospectus included in such registration statement, if
      not
      amended or supplemented, to contain an untrue statement of a material fact
      or an
      omission to state a material fact required to be stated therein or necessary
      to
      make the statements therein not misleading and the Company shall promptly
      thereafter prepare and furnish to such Holder a supplement or amendment to
      such
      prospectus (or prepare and file appropriate reports under the Exchange Act)
      so
      that, as thereafter delivered to the purchasers of such Registrable Securities,
      such prospectus shall not contain an untrue statement of a material fact or
      omit
      to state any material fact required to be stated therein or necessary to make
      the statements therein not misleading, unless suspension of the use of such
      prospectus otherwise is authorized herein or in the event of a Blackout Period,
      in which case no supplement or amendment need be furnished (or Exchange Act
      filing made) until the termination of such suspension or Blackout Period;


     

    (g) comply,
      and continue to comply during the Effectiveness Period, in all material respects
      with the Securities Act and the Exchange Act and with all applicable rules
      and
      regulations of the Commission with respect to the disposition of all securities
      covered by such registration statement;

     

    (h) as
      promptly as practicable after becoming aware of such event, notify each Holder
      of Registrable Securities being offered or sold pursuant to the Registration
      Statement of the issuance by the Commission of any stop order or other
      suspension of effectiveness of the Registration Statement;

     

    (i) use
      its
      best efforts to cause all the Registrable Securities covered by the Registration
      Statement to be quoted on the NASD OTC Bulletin Board or such other principal
      securities market on which securities of the same class or series issued by
      the
      Company are then listed or traded; 

     

    (j) provide
      a
      transfer agent and registrar, which may be a single entity, for the shares
      of
      Common Stock at all times;

     

    (k) cooperate
      with the Holders of Registrable Securities being offered pursuant to the
      Registration Statement to issue and deliver, or cause its transfer agent to
      issue and deliver, certificates representing Registrable Securities to be
      offered pursuant to the Registration Statement within a reasonable time after
      the delivery of certificates representing the Registrable Securities to the
      transfer agent or the Company, as applicable, and enable such certificates
      to be
      in such denominations or amounts as the Holders may reasonably request and
      registered in such names as the Holders may request;

     

    (l) during
      the Effectiveness Period, refrain from bidding for or purchasing any Common
      Stock or any right to purchase Common Stock or attempting to induce any person
      to purchase any such security or right if such bid, purchase or attempt would
      in
      any way limit the right of the Holders to sell Registrable Securities by reason
      of the limitations set forth in Regulation M under the Exchange Act;
      and

     

    (m) take
      all
      other reasonable actions necessary to expedite and facilitate the disposition
      by
      the Holders of the Registrable Securities pursuant to the Registration
      Statement.

     

    5. Suspension
      of Offers and Sales.
      Each
      Holder agrees that, upon receipt of any notice from the Company of the happening
      of any event of the kind described in Section 4(f) hereof or of the commencement
      of an Blackout Period, such Holder shall discontinue the disposition of
      Registrable Securities included in the Registration Statement until such
      Holder’s receipt of the copies of the supplemented or amended prospectus
      contemplated by Section 4(f) hereof or notice of the end of the Blackout Period,
      and, if so directed by the Company, such Holder shall deliver to the Company
      (at
      the Company’s expense) all copies (including, without limitation, any and all
      drafts), other than permanent file copies, then in such Holder’s possession, of
      the prospectus covering such Registrable Securities current at the time of
      receipt of such notice.

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

     

    6. Registration
      Expenses.
      The
      Company shall pay all expenses in connection with any registration obligation
      provided herein, including, without limitation, all registration, filing, stock
      exchange fees, printing expenses, all fees and expenses of complying with
      securities or blue sky laws, and the fees and disbursements of counsel for
      the
      Company and of its independent accountants; provided that, in any underwritten
      registration, each party shall pay for its own underwriting discounts and
      commissions and transfer taxes. Except as provided in this Section and Section
      9, the Company shall not be responsible for the expenses of any attorney or
      other advisor employed by a Holder.

     

    7. Assignment
      of Rights.
      No
      Holder may assign its rights under this Agreement to any party without the
      prior
      written consent of the Company; provided, however, that a Holder may assign
      its
      rights under this Agreement without such consent to a Permitted Assignee as
      long
      as (a) such transfer or assignment is effected in accordance with applicable
      securities laws; (b) such transferee or assignee agrees in writing to become
      subject to the terms of this Agreement; and (c) the Company is given written
      notice by such Holder of such transfer or assignment, stating the name and
      address of the transferee or assignee and identifying the Registrable Securities
      with respect to which such rights are being transferred or
      assigned.

     

    8. Information
      by Holder.
      Holders
      included in any registration shall furnish to the Company such information
      as
      the Company may reasonable request in writing regarding such Holders and the
      distribution proposed by such Holders.

     

    9. Indemnification.

     

    (a) In
      the
      event of the offer and sale of Registrable Securities under the Securities
      Act,
      the Company shall, and hereby does, indemnify and hold harmless, to the fullest
      extent permitted by law, each Holder, its directors, officers, partners, each
      other person who participates as an underwriter in the offering or sale of
      such
      securities, and each other person, if any, who controls or is under common
      control with such Holder or any such underwriter within the meaning of Section
      15 of the Securities Act, against any losses, claims, damages or liabilities,
      joint or several, and expenses to which the Holder or any such director,
      officer, partner or underwriter or controlling person may become subject under
      the Securities Act or otherwise, insofar as such losses, claims, damages,
      liabilities or expenses (or actions or proceedings, whether commenced or
      threatened, in respect thereof) arise out of or are based upon any untrue
      statement of any material fact contained in any registration statement prepared
      and filed by the Company under which shares of Registrable Securities were
      registered under the Securities Act, any preliminary prospectus, final
      prospectus or summary prospectus contained therein, or any amendment or
      supplement thereto, or any omission to state therein a material fact required
      to
      be stated therein or necessary to make the statements therein in light of the
      circumstances in which they were made not misleading, and the Company shall
      reimburse the Holder, and each such director, officer, partner, underwriter
      and
      controlling person for any legal or any other expenses reasonably incurred
      by
      them in connection with investigating, defending or settling any such loss,
      claim, damage, liability, action or proceeding; provided that the Company shall
      not be liable in any such case (i) to the extent that any such loss, claim,
      damage, liability (or action or proceeding in respect thereof) or expense arises
      out of or is based upon an untrue statement in or omission from such
      registration statement, any such preliminary prospectus, final prospectus,
      summary prospectus, amendment or supplement in reliance upon and in conformity
      with written information furnished to the Company through an instrument duly
      executed by or on behalf of such Holder specifically stating that it is for
      use
      in the preparation thereof or (ii) if the person asserting any such loss, claim,
      damage, liability (or action or proceeding in respect thereof) who purchased
      the
      Registrable Securities that are the subject thereof did not receive a copy
      of an
      amended preliminary prospectus or the final prospectus (or the final prospectus
      as amended or supplemented) at or prior to the written confirmation of the
      sale
      of such Registrable Securities to such person because of the failure of such
      Holder or underwriter to so provide such amended preliminary or final prospectus
      and the untrue statement or omission of a material fact made in such preliminary
      prospectus was corrected in the amended preliminary or final prospectus (or
      the
      final prospectus as amended or supplemented). Such indemnity shall remain in
      full force and effect regardless of any investigation made by or on behalf
      of
      the Holders, or any such director, officer, partner, underwriter or controlling
      person and shall survive the transfer of such shares by the Holder.

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

     

    (b) As
      a
      condition to including Registrable Securities in any registration statement
      filed pursuant to this Agreement, each Holder agrees to be bound by the terms
      of
      this Section 9 and to indemnify and hold harmless, to the fullest extent
      permitted by law, the Company, its directors and officers, and each other
      person, if any, who controls the Company within the meaning of Section 15 of
      the
      Securities Act, against any losses, claims, damages or liabilities, joint or
      several, to which the Company or any such director or officer or controlling
      person may become subject under the Securities Act or otherwise, insofar as
      such
      losses, claims, damages or liabilities (or actions or proceedings, whether
      commenced or threatened, in respect thereof) that arises out of or is based
      upon
      an untrue statement in or omission from such registration statement, any such
      preliminary prospectus, final prospectus, summary prospectus, amendment or
      supplement in reliance upon and in conformity with written information furnished
      to the Holder through an instrument duly executed by or on behalf of the Company
      specifically stating that it is for use in the preparation thereof, and such
      Holder shall reimburse the Company, and each such director, officer, and
      controlling person for any legal or other expenses reasonably incurred by them
      in connection with investigating, defending, or settling and such loss, claim,
      damage, liability, action, or proceeding; provided, however, that such indemnity
      agreement found in this Section 9 shall in no event exceed the gross proceeds
      from the offering received by such Holder. Such indemnity shall remain in full
      force and effect, regardless of any investigation made by or on behalf of the
      Company or any such director, officer or controlling person and shall survive
      the transfer by any Holder of such shares.

     

    (c) Promptly
      after receipt by an indemnified party of notice of the commencement of any
      action or proceeding involving a claim referred to in this Section (including
      any governmental action), such indemnified party shall, if a claim in respect
      thereof is to be made against an indemnifying party, give written notice to
      the
      indemnifying party of the commencement of such action; provided that the failure
      of any indemnified party to give notice as provided herein shall not relieve
      the
      indemnifying party of its obligations under this Section, except to the extent
      that the indemnifying party is actually prejudiced by such failure to give
      notice. In case any such action is brought against an indemnified party, unless
      in the reasonable judgment of counsel to such indemnified party a conflict
      of
      interest between such indemnified and indemnifying parties may exist or the
      indemnified party may have defenses not available to the indemnifying party
      in
      respect of such claim, the indemnifying party shall be entitled to participate
      in and to assume the defense thereof, with counsel reasonably satisfactory
      to
      such indemnified party and, after notice from the indemnifying party to such
      indemnified party of its election so to assume the defense thereof, the
      indemnifying party shall not be liable to such indemnified party for any legal
      or other expenses subsequently incurred by the latter in connection with the
      defense thereof, unless in such indemnified party’s reasonable judgment a
      conflict of interest between such indemnified and indemnifying parties arises
      in
      respect of such claim after the assumption of the defenses thereof or the
      indemnifying party fails to defend such claim in a diligent manner, other than
      reasonable costs of investigation. Neither an indemnified nor an indemnifying
      party shall be liable for any settlement of any action or proceeding effected
      without its consent. No indemnifying party shall, without the consent of the
      indemnified party, consent to entry of any judgment or enter into any
      settlement, which does not include as an unconditional term thereof the giving
      by the claimant or plaintiff to such indemnified party of a release from all
      liability in respect of such claim or litigation. Notwithstanding anything
      to
      the contrary set forth herein, and without limiting any of the rights set forth
      above, in any event any party shall have the right to retain, at its own
      expense, counsel with respect to the defense of a claim.

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

     

    (d) In
      the
      event that an indemnifying party does or is not permitted to assume the defense
      of an action pursuant to Sections 9(c) or in the case of the expense
      reimbursement obligation set forth in Sections 9(a) and (b), the indemnification
      required by Sections 9(a) and (b) hereof shall be made by periodic payments
      of
      the amount thereof during the course of the investigation or defense, as and
      when bills received or expenses, losses, damages, or liabilities are
      incurred.

     

    (e) If
      the
      indemnification provided for in this Section is held by a court of competent
      jurisdiction to be unavailable to an indemnified party with respect to any
      loss,
      liability, claim, damage or expense referred to herein, the indemnifying party,
      in lieu of indemnifying such indemnified party hereunder, shall (i) contribute
      to the amount paid or payable by such indemnified party as a result of such
      loss, liability, claim, damage or expense as is appropriate to reflect the
      proportionate relative fault of the indemnifying party on the one hand and
      the
      indemnified party on the other (determined by reference to, among other things,
      whether the untrue or alleged untrue statement of a material fact or omission
      relates to information supplied by the indemnifying party or the indemnified
      party and the parties’ relative intent, knowledge, access to information and
      opportunity to correct or prevent such untrue statement or omission), or (ii)
      if
      the allocation provided by clause (i) above is not permitted by applicable
      law
      or provides a lesser sum to the indemnified party than the amount hereinafter
      calculated, not only the proportionate relative fault of the indemnifying party
      and the indemnified party, but also the relative benefits received by the
      indemnifying party on the one hand and the indemnified party on the other,
      as
      well as any other relevant equitable considerations. No indemnified party guilty
      of fraudulent misrepresentation (within the meaning of Section 11(f) of the
      Securities Act) shall be entitled to contribution from any indemnifying party
      who was not guilty of such fraudulent misrepresentation.

     

    (f) Other
      Indemnification.
      Indemnification similar to that specified in this Section (with appropriate
      modifications) shall be given by the Company and each Holder of Registrable
      Securities with respect to any required registration or other qualification
      of
      securities under any federal or state law or regulation or governmental
      authority other than the Securities Act.

     

    10. Rule
      144.
      For
      a period of at least 24 months following the Closing Date,
      the
      Company will use its commercially reasonable best efforts to timely file all
      reports required to be filed by the Company after the date hereof under the
      Securities Act and the Exchange Act and the rules and regulations adopted by
      the
      Commission thereunder, and if the Company is not required to file reports
      pursuant to such sections, it will prepare and furnish to the Purchasers and
      make publicly available in accordance with Rule 144(c) such information as
      is
      required for the Purchasers to sell shares of Common Stock under Rule
      144.

     

    11. Independent
      Nature of Each Purchaser’s Obligations and Rights.
      The
      obligations of each Purchaser under this Agreement are several and not joint
      with the obligations of any other Purchaser, and each Purchaser shall not be
      responsible in any way for the performance of the obligations of any other
      Purchaser under this Agreement. Nothing contained herein and no action taken
      by
      any Purchaser pursuant hereto, 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 are in any way acting in concert or
      as
      a group with respect to such obligations or the transactions contemplated by
      this Agreement. Each Purchaser shall be entitled to independently protect and
      enforce its rights, including without limitation the rights arising out of
      this
      Agreement, and it shall not be necessary for any other Purchaser to be joined
      as
      an additional party in any proceeding for such purpose.

     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

     

    12. Miscellaneous.

     

    (a) Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York and the United States of America, 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. The foregoing consent to jurisdiction shall
      not
      be deemed to confer rights on any person other than the parties to this
      Agreement.

     

    (b) Successors
      and Assigns.
      Except
      as otherwise provided herein, the provisions hereof shall inure to the benefit
      of, and be binding upon, the successors, Permitted Assigns, executors and
      administrators of the parties hereto. In the event the Company merges with,
      or
      is otherwise acquired by, a direct or indirect subsidiary of a publicly traded
      company, the Company shall condition the merger or acquisition on the assumption
      by such parent company of the Company’s obligations under this Agreement.


     

    (c) Entire
      Agreement.
      This
      Agreement constitutes the full and entire understanding and agreement between
      the parties with regard to the subjects hereof.

     

    (d) Notices,
      etc.
      All
      notices or other communications which are required or permitted under this
      Agreement shall be in writing and sufficient if delivered by hand, by facsimile
      transmission, by registered or certified mail, postage pre-paid, by electronic
      mail, or by courier or overnight carrier, to the persons at the addresses set
      forth below (or at such other address as may be provided hereunder), and shall
      be deemed to have been delivered as of the date so delivered: 

     

    if
      to the
      Company to:

    


    Foothills
      Resources, Inc.

    P.O.
      Box
      2701 

    Bakersfield,
      California 93303

    Attention:
      Dennis B. Tower, Chief Executive Officer

    Facsimile:
      (541) 595-2484

     

    If
      to the
      Purchasers:  

    


    To
      each
      Purchaser at the address

    set
      forth
      on Exhibit A

    


    or
      at
      such other address as any party shall have furnished to the other parties in
      writing.

     

    (e) Delays
      or Omissions.
      No
      delay or omission to exercise any right, power or remedy accruing to any Holder,
      upon any breach or default of the Company under this Agreement, shall impair
      any
      such right, power or remedy of such Holder nor shall it be construed to be
      a
      waiver of any such breach or default, or an acquiescence therein, or of or
      in
      any similar breach or default thereunder occurring; nor shall any waiver of
      any
      single breach or default be deemed a waiver of any other breach or default
      theretofore or thereafter occurring. Any waiver, permit, consent or approval
      of
      any kind or character on the part of any Holder of any breach or default under
      this Agreement, or any waiver on the part of any Holder of any provisions or
      conditions of this Agreement, must be in writing and shall be effective only
      to
      the extent specifically set forth in such writing. All remedies, either under
      this Agreement, or by law or otherwise afforded to any holder, shall be
      cumulative and not alternative.

     

    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

     

    (f) Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      enforceable against the parties actually executing such counterparts, and all
      of
      which together shall constitute one 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.

     

    (g) Severability.
      In the
      case any provision of this Agreement shall be invalid, illegal or unenforceable,
      the validity, legality and enforceability of the remaining provisions shall
      not
      in any way be affected or impaired thereby.

     

    (h) Amendments.
      The
      provisions of this Agreement may be amended at any time and from time to time,
      and particular provisions of this Agreement may be waived, with and only with
      an
      agreement or consent in writing signed by the Company and the Majority Holders.
      The Purchasers acknowledge that by the operation of this Section, the Majority
      Holders may have the right and power to diminish or eliminate all rights of
      the
      Purchasers under this Agreement.

     

    (i) Limitation
      on Subsequent Registration Rights.
      After
      the date of this Agreement, the Company shall not, without the prior written
      consent of the Majority Holders, enter into any agreement with any holder or
      prospective holder of any securities of the Company that would grant such holder
      registration rights senior to those granted to the Holders
      hereunder.

     

    


     

    [SIGNATURE
      PAGES FOLLOW]

     

    
      
         

      

      
        -13-

        
          

        

      

      
         

This
        Registration Rights Agreement is hereby executed as of the date first above
        written.

    

     

    COMPANY:

     

    Foothills
      Resources, Inc.

     

    By: ___________________________

    Name: 
      J.
      Earl
      Terris

    Its:
      President
      and Chief Executive Officer

     

    


     

    


    [SIGNATURE
      PAGE OF PURCHASER FOLLOWS]

     

    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    

     

    This
      Registration Rights Agreement is hereby executed as of the date first above
      written.

    
 

    
      	
              PURCHASER:

            
	 
	      

	 
	   

	
              (Print
                Name)

            
	 
	 
	
              By:

            	    

	 
	
              Name:

            	    

	 
	
              Its:

            	     

	 


    

    


    


    
      
         

      

      
        -15-

        
          

        

      

      
         

      

    


    Exhibit
      A

     

    Purchasers

     

    


    
      	
              Purchaser
                Name

            	 	
              Purchaser
                Address

            	 	
              Number
                of Units and/or Value
                of Debentures