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                           Bridge Loan Promissory Note

$997,500                                                          March 17, 2006

         FOR VALUE RECEIVED,  BRASADA CALIFORNIA,  INC., a Delaware  corporation
(hereinafter  called the  "Borrower"),  hereby  promises  to pay to the order of
FOOTHILLS  RESOURCES,   INC.,  a  Nevada  corporation  (hereinafter  called  the
"Lender"),  c/o Gottbetter & Partners LLP, 488 Madison Avenue,  12th Floor,  New
York,  New York 10022,  the principal sum of Nine Hundred  Ninety Seven Thousand
Five Hundred  Dollars  ($997,500)  (the  "Loan"),  in lawful money of the United
States of America and in immediately available funds.

         1.         The  outstanding  principal  balance of this Note,  together
with accrued and unpaid interest thereon, shall be due and payable no later than
the earlier of (i) July 20, 2006 and (ii) the date of closing of the Merger,  as
contemplated  by the term sheet  between the  parties,  dated as of February 15,
2006 (the "Term Sheet"). The date such repayment is due is sometimes referred to
as the "Due Date." Upon the closing of the Merger,  all  indebtedness  evidenced
hereby shall be deemed canceled and paid in full.

         2.           This Note shall bear  interest at the rate of nine percent
(9%)  per  annum on the  unpaid  principal  balance  hereof.  Interest  shall be
calculated  on the basis of a year of three  hundred sixty (360) days applied to
the actual days on which there exists an unpaid balance under this Note.

         3.           Interest  only  shall  be  payable  monthly  in  arrears,
commencing  thirty  (30) days  from the date  hereof.  Thereafter,  on the first
business day of each month through and including the month in which the Due Date
occurs, Borrower shall pay monthly installments of interest only.

         4.           Upon an "Event of  Default," as defined in the Bridge Loan
Agreement described below, the rate of interest accruing on the unpaid principal
balance of this Note shall  increase to fifteen  percent  (15%) per annum.  Such
default interest rate shall continue until all defaults are cured.

         5.           This Note is  subject  to the  terms of a Bridge  Loan and
Control Share Pledge and Security  Agreement  (the "Bridge Loan  Agreement")  of
even date herewith by and among the Borrower,  the  Stockholders and the Lender.
This Note is secured by collateral  pledged by the Borrower and the Stockholders
to the Lender  pursuant  to a Security  Agreement  of even date  herewith by and
among the Borrower and the Lender (the "Security Agreement"),  as well as by the
deposit  into escrow of the  Borrower  Control  Shares (as defined in the Bridge
Loan Agreement)  pursuant to the terms of a Pledge and Escrow  Agreement of even
date  herewith by and among the  Borrower,  the  Lender,  the  Stockholders  and
Gottbetter  & Partners  LLP,  as escrow  agent  (the  "Escrow  Agreement").  All
capitalized  and undefined terms herein shall have the meaning given them in the
Bridge Loan Agreement, the Security Agreement or the Escrow Agreement.

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         6.         Upon the  occurrence of an Event of Default under the Bridge
Loan  Agreement  or  the  Security   Agreement,   the  entire  principal  amount
outstanding  hereunder and all accrued interest hereon,  together with all other
sums due  hereunder,  shall,  as provided in the Bridge Loan  Agreement,  become
immediately due and payable.

         Notwithstanding  the  foregoing,  if an Event of  Default  is cured (or
waived by the Lender),  the  Borrower  shall use its best efforts to ensure that
the Merger and the Transactions are consummated.

         7.           This Note is secured by and is entitled to the benefits of
the Security Agreement.  In addition to the rights and remedies given it by this
Note and the  Security  Agreement,  the Lender  shall have all those  rights and
remedies allowed by applicable laws,  including without limitation,  the Uniform
Commercial  Code as in effect in the State of New York.  The rights and remedies
of the Lender are  cumulative  and recourse to one or more right or remedy shall
not  constitute  a waiver of the others.  The  Borrower  shall be liable for all
commercially  reasonable  costs,  expenses and  attorneys'  fees incurred by the
Lender in connection  with the collection of the  indebtedness  evidenced by the
Note.

         8.          To the extent  permitted  by  applicable  law, the Borrower
waives all rights  and  benefits  of any  statute  of  limitations,  moratorium,
reinstatement, marshalling, forbearance, valuation, stay, extension, redemption,
appraisement  and  exemption  now provided or which may hereafter by provided by
law,  both as to  itself  and as to all of its  properties,  real and  personal,
against the enforcement and collection of the indebtedness evidenced hereby.

         9.         All notices,  requests,  demands,  and other  communications
with respect  hereto  shall be in writing and shall be  delivered by hand,  sent
prepaid  by a  nationally-recognized  overnight  courier  service or sent by the
United States,  certified,  postage prepaid,  return receipt  requested,  at the
addresses  designated in the Bridge Loan  Agreement or such other address as the
parties may designate to each other in writing.

         10.         This Note or any provision  hereof may be waived,  changed,
modified or discharged  only by agreement in writing  signed by the Borrower and
the Lender.  The Borrower may not assign or transfer  its  obligation  hereunder
without the prior written consent of the Lender.

         11.        The term "the Borrower" shall include each person and entity
now or hereafter  liable  hereunder,  whether as maker,  successor,  assignee or
endorsee, each of whom shall be jointly,  severally and primarily liable for all
of the obligations set forth herein.

         12.         If any  provision of this Note shall for any reason be held
invalid or unenforceable,  such invalidity or unenforceability  shall not affect
any other  provision  of this Note,  but this Note shall be construed as if this
Note had never contained the invalid or unenforceable provision.

         13.         This Note shall be governed by and  construed in accordance
with the domestic  laws of the State of New York,  without  giving effect to any
choice of law provision or rule. Any  controversy  or dispute  arising out of or

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relating to this Note shall be settled solely and exclusively in accordance with
the provisions of the Bridge Loan Agreement and the Security Agreement, dated as
of even date herewith,  which provisions are incorporated by reference herein as
though fully set forth.

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         IN  WITNESS  WHEREOF,  the  undersigned  Borrower  has  caused  the due
execution  of this  Bridge  Loan  Promissory  Note as of the day and year  first
herein above written.


                                               BRASADA CALIFORNIA, INC.



                                               By:
                                               ---------------------------------
                                               Name:    Dennis B. Tower
                                               Title:   Chief Executive Officer

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