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                           PLEDGE AND ESCROW AGREEMENT

         THIS PLEDGE AND ESCROW  AGREEMENT (the "Escrow  Agreement") is made and
entered  into as of  March  17th,  2006  (the  "Effective  Date")  by and  among
FOOTHILLS RESOURCES,  INC., a corporation  organized and existing under the laws
of the State of Nevada (the "Pledgee"),  BRASADA CALIFORNIA, INC., a corporation
organized and existing under the laws of the State of Delaware (the "Borrower"),
John  L.  Moran,  Dennis  B.  Tower,  MMP  LLP,  and  W.  Kirk  Bosche  (each  a
"Stockholder" and collectively,  the  "Stockholders")  (each of the Borrower and
the  Stockholders  are  sometimes  hereinafter  referred  to  individually  as a
"Pledgor" and collectively as the "Pledgors"), and GOTTBETTER & PARTNERS, LLP, a
New York limited liability partnership, as escrow agent (the "Escrow Agent").

                                    RECITALS:

         WHEREAS, in order to secure the Borrower's  obligations under a certain
Bridge Loan and Control Share Pledge and Security  Agreement,  together with the
related Bridge Loan  Promissory  Note and Security  Agreement,  all of even date
herewith (collectively  referred to as the "Loan Documents")  (capitalized terms
not otherwise  defined in this Escrow Agreement shall have the meanings ascribed
to them in the other Loan  Documents),  each Stockholder has agreed to pledge to
the  Pledgee  the  number  of  shares  of  Brasada  common  stock  owned by such
Stockholder  as set forth below such  Stockholders  name on the  signature  page
hereto,  which together with all of the  Stockholders'  shares pledged hereunder
constitute the Borrower Control Shares and are sometimes hereinafter referred to
collectively as the "Pledged Shares".

         NOW, THEREFORE,  in consideration of the mutual covenants,  agreements,
warranties,  and  representations  herein  contained,  and for  other  good  and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties hereto agree as follows:


                              TERMS AND CONDITIONS

1.         Pledge and Transfer of Pledged  Shares.  The Pledgors hereby grant to
the  Pledgee a security  interest  in all  Pledged  Shares as  security  for the
Borrower's  obligations  under  the  Loan  Documents.  Simultaneously  with  the
execution of the Loan Documents,  the Pledgors shall deliver to the Escrow Agent
stock certificates  representing the Pledged Shares, together with duly executed
stock powers or other appropriate  transfer  documents  executed in blank by the
Pledgors (the "Transfer  Documents"),  and such stock  certificates and Transfer
Documents  shall be held by the  Escrow  Agent  until  the full  payment  of all
amounts due to the Pledgee  under the Loan  Documents  and through  repayment in
accordance  with  the  terms  of  the  Loan  Documents,  or the  termination  or
expiration of this Escrow Agreement.

2.       Rights Relating to Pledged Shares.
         ---------------------------------

2.1.  The  Pledgors  shall  have the  right to vote the  Pledged  Shares  at all
meetings of the  Borrower's  stockholders  to the same extent as if such Pledged
Shares  were held by  Pledgors;  provided  that no Event of Default  (as defined
herein) has occurred and is continuing  and that the Pledgors are not in default
in the performance of any term of the Security Agreement.

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2.2.  Upon the  occurrence of an Event of Default and for so long as an Event of
Default is continuing, the Pledgee shall be entitled to vote the Pledged Shares,
to receive  dividends and other  distributions  thereon,  and to enjoy all other
rights and privileges incident to the ownership of the Pledged Shares.

3.           Release of Pledged  Shares  from  Pledge.  Upon the  payment of all
amounts due to the Pledgee  under the Loan  Documents by repayment in accordance
with the terms of the Note,  the parties hereto shall notify the Escrow Agent to
such effect in writing.  Upon receipt of such written  notice,  the Escrow Agent
shall  return  to the  Pledgors  the  Transfer  Documents  and the  certificates
representing  the  Pledged  Shares,   (collectively  the  "Pledged  Materials"),
whereupon  any and all  rights of  Pledgee  in the  Pledged  Materials  shall be
terminated. Notwithstanding anything to the contrary contained herein, upon full
payment of all amounts due to the Pledgee under the Loan Documents, by repayment
in accordance  with the terms of the Note,  this Escrow  Agreement and Pledgee's
security interest and rights in and to the Pledged Shares shall terminate.

4.       Event of Default.  An "Event of Default" shall be deemed to have
occurred under this Escrow Agreement upon an Event of Default under the
Transaction Documents.

5.          Remedies.  Upon the  occurrence of an Event of Default,  the Pledgee
shall  provide  written  notice of such  Default (the  "Default  Notice") to the
Escrow Agent, with a copy to the Pledgors.  As soon as practicable after receipt
of the Default Notice, the Escrow Agent shall deliver to the Pledgee the Pledged
Materials held by the Escrow Agent hereunder, whereupon the Pledgee may exercise
all rights and remedies of a secured  party with respect to such property as may
be available under the Uniform  Commercial Code as in effect in the State of New
York.

6.       Concerning the Escrow Agent.

6.1. The Escrow Agent  undertakes  to perform only such duties as are  expressly
set forth herein and no implied  duties or  obligations  shall be read into this
Escrow Agreement against the Escrow Agent.

6.2.  The Escrow  Agent may act in reliance  upon any writing or  instrument  or
signature  which it, in good  faith,  believes  to be  genuine,  may  assume the
validity and accuracy of any statement or assertion  contained in such a writing
or  instrument,  and may assume that any person  purporting to give any writing,
notice, advice or instructions in connection with the provisions hereof has been
duly authorized to do so. The Escrow Agent shall not be liable in any manner for
the sufficiency or correctness as to form, manner, and execution, or validity of
any instrument deposited in this escrow, nor as to the identity,  authority,  or
right of any  person  executing  the same;  and its  duties  hereunder  shall be
limited to the safekeeping of such certificates,  monies,  instruments, or other
document  received by it as such escrow holder,  and for the  disposition of the
same in accordance with the written instruments accepted by it in the escrow.

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6.3. The Pledgee and the Pledgors  hereby  agree,  to defend and  indemnify  the
Escrow Agent and hold it harmless from any and all claims, liabilities,  losses,
actions, suits, or proceedings at law or in equity, or any other expenses, fees,
or charges of any character or nature which it may incur or with which it may be
threatened by reason of its acting as Escrow Agent under this Escrow  Agreement;
and in connection  therewith,  to indemnify the Escrow Agent against any and all
expenses,  including attorneys' fees and costs of defending any action, suit, or
proceeding  or resisting  any claim (and any costs  incurred by the Escrow Agent
pursuant to Sections 6.4 or 6.5 hereof). The Escrow Agent shall be vested with a
lien on all property deposited hereunder, for indemnification of attorneys' fees
and court  costs  regarding  any suit,  proceeding  or  otherwise,  or any other
expenses,  fees, or charges of any character or nature, which may be incurred by
the Escrow Agent by reason of disputes arising between the makers of this escrow
as to the correct interpretation of this Escrow Agreement and instructions given
to the Escrow Agent hereunder, or otherwise, with the right of the Escrow Agent,
regardless of the instructions aforesaid, to hold said property until and unless
said additional expenses,  fees, and charges shall be fully paid. Customary fees
and costs charged by the Escrow Agent for serving hereunder shall be paid by the
Pledgors.

6.4. If any of the parties shall be in disagreement  about the interpretation of
this Escrow Agreement, or about the rights and obligations,  or the propriety of
any action contemplated by the Escrow Agent hereunder,  the Escrow Agent may, at
its sole discretion  deposit the Pledged  Materials with the Clerk of the United
States  District  Court for the  Southern  District of New York,  sitting in New
York, New York,  and, upon notifying all parties  concerned of such action,  all
liability on the part of the Escrow Agent shall fully cease and  terminate.  The
Escrow Agent shall be indemnified by the Pledgors and the Pledgee for all costs,
including   reasonable   attorneys'   fees  in  connection  with  the  aforesaid
proceeding,  and shall be fully  protected  in  suspending  all or a part of its
activities  under  this  Escrow  Agreement  until  a  final  decision  or  other
settlement in the proceeding is received.

6.5.  The Escrow Agent may consult with counsel of its own choice (and the costs
of such  counsel  shall be paid by the  Pledgors and the Pledgee) and shall have
full and complete  authorization and protection for any action taken or suffered
by it  hereunder  in good  faith  and in  accordance  with the  opinion  of such
counsel.  The Escrow Agent shall not be liable for any mistakes of fact or error
of judgment,  or for any actions or omissions of any kind,  unless caused by its
willful misconduct or gross negligence.

6.6.  The Escrow  Agent may resign  upon ten (10)  days'  written  notice to the
parties in this Escrow  Agreement.  If a successor Escrow Agent is not appointed
within  this ten (10) day  period,  the  Escrow  Agent may  petition  a court of
competent jurisdiction to name a successor.

6.7    Conflict  Waiver.  The Pledgors hereby  acknowledge  that the Escrow
Agent is counsel to the Pledgee in connection with the transactions contemplated
and  referred  to herein.  The  Pledgors  agree that in the event of any dispute
arising in connection with this Escrow Agreement or otherwise in connection with
any transaction or agreement  contemplated and referred herein, the Escrow Agent
shall be permitted to continue to  represent  the Pledgee and the Pledgors  will
not seek to disqualify  such counsel and waives any objection the Pledgors might
have with respect to the Escrow  Agent  acting as the Escrow  Agent  pursuant to
this Escrow Agreement.

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6.8        Notices.  Unless  otherwise  provided herein,  all demands,  notices,
consents,  service of process, requests and other communications hereunder shall
be in writing and shall be delivered in person or by overnight  courier service,
or mailed by certified mail, return receipt requested, addressed:

If to Borrower or to the Stockholders:

         Brasada California, Inc.
         P.O. Box 2701
         Bakersfield, CA 93303
         Attn: Dennis B. Tower, Chief Executive Officer
         Facsimile: (541) 595-2484

with a copy to:

         McGuireWoods LLP
         1345 Avenue of the Americas
         New York, NY 10105
         Attn: Louis W. Zehil, Esq.
         Facsimile: (212) 548-2175

and with a copy to:

         W. Kirk Bosche
         14619 Carols Way Drive,
         Houston, Texas 77070
         Facsimile: (281) 376-9367

If to Pledgee:

         Foothills Resources, Inc.
         Candiana Lodge, Wellfield C1, Coads Green
         Launceston, Cornwall, England
         Attn: J. Earl Terris, President and Chief Executive Officer
         Facsimile: (011) 441566782214

with a copy to:

         Gottbetter & Partners, LLP
         488 Madison Avenue, 12th Floor
         New York, NY 10022
         Attn: Adam S. Gottbetter, Esq.
         Facsimile: (212) 400-6901

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If to the Escrow Agent:

         Gottbetter & Partners, LLP
         488 Madison Avenue, 12th Floor
         New York, NY 10022
         Attn: Adam S. Gottbetter, Esq.
         Facsimile: (212) 400-6901

Any such notice  shall be  effective  (a) when  delivered,  if delivered by hand
delivery or overnight courier service, or (b) five (5) days after deposit in the
United States mail, as applicable.

7.       Binding Effect.  All of the covenants and obligations contained herein
shall be binding upon and shall inure to the benefit of the respective parties,
their successors and assigns.

8.       Governing   Law;   Venue;   Service  of  Process.   The  validity,
interpretation  and performance of this Escrow  Agreement shall be determined in
accordance  with the laws of the State of New York  applicable to contracts made
and to be performed  wholly  within that state except to the extent that Federal
law applies. The parties hereto agree that any disputes, claims,  disagreements,
lawsuits,  actions  or  controversies  of any type or  nature  whatsoever  that,
directly  or  indirectly,  arise  from  or  relate  to  this  Escrow  Agreement,
including, without limitation, claims relating to the inducement,  construction,
performance  or termination  of this Escrow  Agreement,  shall be brought in the
state supreme courts  located in New York County,  New York or the United States
District  Court for the Southern  District of New York located in New York,  New
York,  and the parties hereto agree not to challenge the selection of that venue
in any such proceeding for any reason,  including,  without  limitation,  on the
grounds  that  such  venue  is  an  inconvenient   forum.   The  parties  hereto
specifically  agree that  service of process  may be made,  and such  service of
process shall be effective if made, pursuant to Section 8 hereto. 9. Enforcement
Costs. If any legal action or other proceeding is brought for the enforcement of
this Escrow  Agreement,  or because of an alleged  dispute,  breach,  default or
misrepresentation  in connection  with any provisions of this Escrow  Agreement,
the  successful  or  prevailing  party or parties  shall be  entitled to recover
reasonable  attorneys' fees, court costs and all expenses even if not taxable as
court costs (including,  without  limitation,  all such fees, costs and expenses
incident to appeals),  incurred in that action or proceeding, in addition to any
other relief to which such party or parties may be entitled.

10.      Remedies  Cumulative.  No remedy herein  conferred upon any party is
intended to be  exclusive  of any other  remedy,  and each and every such remedy
shall be  cumulative  and  shall be in  addition  to every  other  remedy  given
hereunder  or now or  hereafter  existing  at law,  in equity,  by  statute,  or
otherwise.  No single or partial  exercise  by any party of any right,  power or
remedy hereunder shall preclude any other or further exercise thereof.

11.      Counterparts.  This Escrow Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute the same instrument.

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12.      No Penalties.  No provision of this Escrow Agreement is to be
interpreted as a penalty upon any party to this Escrow Agreement.

13.        JURY TRIAL.  EACH OF THE PLEDGEE AND THE BORROWER AND THE STOCKHOLDER
HEREBY KNOWINGLY,  VOLUNTARILY AND  INTENTIONALLY  WAIVES THE RIGHT WHICH IT MAY
HAVE TO A TRIAL BY JURY OF ANY CLAIM,  DEMAND,  ACTION OR CAUSE OF ACTION  BASED
HEREON,  OR ARISING  OUT OF,  UNDER OR IN ANY WAY  CONNECTED  WITH THE  DEALINGS
BETWEEN  PLEDGEE  AND THE  PLEDGORS,  THIS  PLEDGE AND ESCROW  AGREEMENT  OR ANY
DOCUMENT EXECUTED IN CONNECTION  HEREWITH,  OR ANY COURSE OF CONDUCT,  COURSE OF
DEALING,  STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO OR
THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER  ARISING,  AND WHETHER IN
CONTRACT, TORT, EQUITY OR OTHERWISE.

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         IN WITNESS  WHEREOF,  the parties hereto have duly executed this Pledge
and Escrow Agreement as of the date first above written.


FOOTHILLS RESOURCES, INC.                      BRASADA CALIFORNIA, INC.


By:______________________                      By:______________________
Name:    J. Earl Terris                        Name:    Dennis B. Tower
Title:   Chief Executive Officer               Title:   Chief Executive Officer



DENNIS B. TOWER                                JOHN L. MORAN

-----------------------------                  ----------------------------
Number of Pledged Shares  14,344               Number of Pledged Shares  14,344



MMP LLP                                        W. KIRK BOSCHE

By:_________________________                   __________________________
Name:                                          Number of Pledged Shares  9,563
Title:   Managing Partner
Number of Pledged Shares  12,750



GOTTBETTER & PARTNERS, LLP
As Escrow Agent


By:______________________
Name:    Adam S. Gottbetter, Esq.



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