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           BRIDGE LOAN AND CONTROL SHARE PLEDGE AND SECURITY AGREEMENT

         THIS BRIDGE LOAN AND CONTROL SHARE PLEDGE AND SECURITY AGREEMENT  (this
"Agreement") is made this  17th  day  of  March,  2006,  by  and  among  BRASADA
CALIFORNIA, INC., a Delaware corporation ("Borrower"), John L. Moran,  Dennis B.
Tower,  MMP LLP, and W. Kirk Bosche (each a "Stockholder" and  collectively, the
"Stockholders"), and FOOTHILLS RESOURCES, INC., a Nevada corporation ("Lender").

                              W I T N E S S E T H:
         WHEREAS,  Lender and Borrower have agreed upon certain of the terms and
conditions of a merger (the  "Merger") and related  transactions  (collectively,
the "Transactions"), as set forth in the Term Sheet attached hereto as Exhibit A
(the "Term Sheet"); and

         WHEREAS,  simultaneously  herewith  Lender  is  engaged  in  a  private
placement  offering (the "PPO") of its securities,  which PPO is being conducted
pursuant to the exemption from registration provided by Rule 506 of Regulation D
under the  Securities  Act of 1933,  as amended  (the  "Securities  Act") and/or
Section 4(2) of the Securities Act;

         WHEREAS,  to provide Borrower with sufficient working capital to enable
Borrower  to  fulfill  its  obligations  under  certain  contractual  agreements
incident  to its oil and gas  exploration  business  while  Lender and  Borrower
prepare  the   documentation   necessary  and   appropriate  to  consummate  the
Transactions  and obtain all necessary  approvals  from  stockholders  and third
parties,  Lender has agreed to utilize a portion of the  proceeds  of the PPO to
provide Borrower with a temporary loan;

         WHEREAS, in order to secure the Borrower's  obligations under such loan
including,  but not limited to, the  Borrower's  obligations  under the Note and
Security  Agreement  (hereinafter  referenced),  each  dated  as  of  even  date
herewith,  the Stockholders have agreed to pledge to the Lender 51,001 shares of
Borrower's  common stock (the "Borrower  Control  Shares") which will constitute
51% of the outstanding capital stock of Borrower, on a fully-diluted basis;

         NOW,  THEREFORE,  in  consideration  of the premises and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  Borrower and the Lender,  intending to be legally bound, agree as
follows:

                                ARTICLE I - LOAN

         1.1.  Loan.  Lender  agrees,  on  the  terms  and  conditions  of  this
Agreement, to make loans to Borrower in the amount of up toThree Million Dollars
($3,000,000)  (the "Loan").  Upon the execution and delivery of this  Agreement,
the Lender shall  disburse  Nine  Hundred  Ninety  Seven  Thousand  Five Hundred
Dollars ($997,500) of the Loan to Borrower.

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         1.2. The Note.  Borrower has authorized the issuance  promissory  notes
(each, a "Note") made in favor of Lender by Borrower, which shall be in the form
set forth in Exhibit B attached hereto. Each disbursement of the Loan shall bear
interest  at the rate of nine  percent  (9%)  per  annum,  and  shall be due and
payable to the order of Lender 120 days after the date of such disbursement (the
"Due  Date");  provided,  however,  that from and after an Event of Default,  as
defined in  Article VI hereof,  such  interest  rate shall  increase  to fifteen
percent (15%) per annum.

         1.3. Payments.  Borrower will begin making consecutive monthly interest
only payments on the Loan of accrued interest  commencing thirty (30) days after
the date of a disbursement  and  continuing  through the Due Date, at which time
Borrower  shall repay the unpaid  principal  amount of the Loan,  together  with
accrued and unpaid interest;  provided, that upon the closing of the Merger, all
amounts  outstanding  under the Loan  shall be  forgiven,  and the Note shall be
deemed repaid in full.

                              ARTICLE II - SECURITY

         As collateral security for Borrower's  obligations  hereunder and under
the Notes,  Borrower  will grant and  pledge a security  interest  in all of its
respective  assets  to  Lender,  upon the  terms and  conditions  of a  Security
Agreement  in the form set forth in  Exhibit C attached  hereto,  which is being
executed and delivered  simultaneously  herewith. As an additional inducement to
Lender to make the Loan  hereunder,  the  Stockholders  will pledge the Borrower
Control  Shares,  as  provided  for below.  All  certificates  representing  the
Borrower  Control Shares,  shall be deposited into escrow pursuant to the Pledge
and Escrow  Agreement (the "Escrow  Agreement")  being  executed  simultaneously
herewith


                      ARTICLE III - BORROWER CONTROL SHARES

         3.1 Rights Relating to Borrower Control Shares. Prior to the occurrence
of an Event of Default (as defined  herein),  (i) the Lender shall have no right
to  vote  the  Borrower   Control  Shares  at  any  meeting  of  the  Borrower's
stockholders,  and (ii) the Lender shall have no right to assign or transfer the
Borrower  Control Shares.  Upon the occurrence of such an Event of Default,  the
Lender  shall be entitled (X) to vote the Borrower  Control  Shares,  and (Y) to
assign or transfer such Borrower  Control Shares,  and to enjoy all other rights
and privileges incident to the ownership of the Borrower Control Shares.  Lender
shall  credit   against  the  amounts  owed  on  the  Loan,   any  dividends  or
distributions  received  with respect to the Borrower  Control  Shares,  and any
proceeds received from the sale or disposition of the Borrower Control Shares.

         3.2 Release  of  Pledged  Shares  from  Pledge  and  Borrower   Control
Shares from Escrow.  Upon the payment of all amounts due to the Lender under the
Loan  Documents  by  repayment  in  accordance  with the terms of the Note,  the
parties  hereto  shall notify the Escrow  Agent,  as such term is defined in the
Escrow  Agreement,  to such  effect in  writing.  Upon  receipt of such  written
notice,  the Escrow Agent shall return to the party designated in the notice the
Transfer  Documents  and the  certificates  representing  the  Borrower  Control
Shares.  Notwithstanding  anything to the contrary  contained herein,  upon full
payment of all amounts due to the Lender under the Loan Documents,  by repayment
in accordance with the terms of the Note,  this Agreement and Lender's  security
interest and rights in and to the Borrower Control Shares shall terminate.


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             ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF BORROWER

         Borrower  (together  with  Stockholder,  with  respect to Section  4.10
below) represents and warrants to Lender as follows:

         4.1.  Organization.  Borrower is a corporation  duly existing under the
laws of its  jurisdiction  of  incorporation  and  qualified  and licensed to do
business  in any  jurisdiction  in which  the  conduct  of its  business  or its
ownership of property requires that it be so qualified, except where the failure
to be so qualified  would not have a material  adverse  effect on the  business,
operations,  condition  (financial  or  otherwise),  property  or  prospects  of
Borrower,  or the ability of Borrower to carry out their respective  obligations
under the Loan Documents (as defined in Section 4.2 below) (a "Company  Material
Adverse Effect").

         4.2. Subsidiaries.  Borrower has no Subsidiaries.  For purposes of this
Agreement, a "Subsidiary" means any corporation,  partnership,  joint venture or
other entity in which Borrower has,  directly or indirectly,  an equity interest
representing  50% or more of the capital stock thereof or other equity interests
therein.

         4.3.  Authorization.  All corporate  action on the part of Borrower and
its  officers,  directors  and  stockholders  necessary  for the  authorization,
execution,  delivery and  performance of all  obligations of Borrower under this
Agreement,  the Note, the Security Agreement, the Escrow Agreement and all other
documents necessary or desirable in connection with the Loan (collectively,  the
"Loan  Documents")  to which any of them may be a party  have been  taken.  This
Agreement,  the Note,  the Escrow  Agreement  and the Security  Agreement,  when
executed and delivered by Borrower,  shall constitute  legal,  valid and binding
obligations of Borrower,  enforceable  against Borrower in accordance with their
terms,  except as such  enforceability may be limited by applicable  bankruptcy,
insolvency,  moratorium  or similar  laws  affecting  creditors'  rights and the
enforcement  of debtors'  obligations  generally  and by general  principles  of
equity,  regardless of whether enforcement is pursuant to a proceeding in equity
or at law.

         4.4. Absence of Conflicts.  The execution,  delivery and performance of
this  Agreement and each of the other Loan Documents is not in conflict with nor
does  it  constitute  a  breach  of  any   provision   contained  in  Borrower's
organizational  documents,  nor will it constitute an event of default under any
material agreement to which Borrower is a party or by which Borrower is bound.

         4.5.  Consents and  Approvals.  Borrower  has  obtained  all  consents,
approvals and  authorizations  of, made all  declarations  or filings with,  and
given all  notices  to,  all  governmental  authorities  and  agencies  that are
necessary  for the  continued  operation  of  Borrower's  business as  currently
conducted, or are required by law.

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         4.6  Capitalization.  The authorized and  outstanding  share capital of
Borrower is described on Schedule  4.6 attached  hereto.  Except as set forth on
Schedule 4.6 or as contemplated by the Transactions, there are no subscriptions,
convertible  securities,  options,  warrants  or  other  rights  (contingent  or
otherwise) currently  outstanding to purchase any of the authorized but unissued
capital  stock  of  Borrower.  Except  as  set  forth  in  Schedule  4.6  or  as
contemplated by the Transactions,  Borrower has no obligation to issue shares of
its capital stock, or subscriptions,  convertible securities, options, warrants,
or other rights  (contingent or otherwise) to purchase any shares of its capital
stock or to distribute to holders of any of its equity securities,  any evidence
of indebtedness  or asset. No shares of Borrower  capital stock are subject to a
right of  withdrawal or a right of rescission  under any  applicable  securities
law. Except as set forth in Schedule 4.6, there are no outstanding or authorized
stock  appreciation,  phantom  stock  or  similar  rights  with  respect  to the
Borrower. To the Knowledge of the Borrower,  except as described in Schedule 4.6
or otherwise  contemplated by this  Agreement,  there are no agreements to which
the  Borrower  is a party or by which it is bound  with  respect  to the  voting
(including without limitation voting trusts or proxies),  registration under any
applicable  securities laws, or sale or transfer  (including  without limitation
agreements  relating to pre-emptive  rights,  rights of first  refusal,  co-sale
rights  or  "drag-along"  rights)  of any  securities  of the  Borrower.  To the
Knowledge of the Borrower, there are no agreements among other parties, to which
the  Borrower is not a party and by which it is not bound,  with  respect to the
voting  (including  without  limitation  voting  trusts or  proxies)  or sale or
transfer  (including without limitation  agreements  relating to rights of first
refusal,  co-sale  rights  or  "drag-along"  rights)  of any  securities  of the
Borrower.

         4.7.  Litigation.  Except as  disclosed on Schedule  4.7,  there are no
actions,  suits,  claims,   investigations,   arbitrations  or  other  legal  or
administrative  proceedings,  to the Knowledge of Borrower,  threatened  against
Borrower at law or in equity, and to Borrower's Knowledge, there is no basis for
any of the  foregoing.  Except  as  disclosed  on  Schedule  4.7,  there  are no
unsatisfied judgments,  penalties or awards against or affecting Borrower or its
businesses,  properties or assets. Except as disclosed on Schedule 4.7, Borrower
is not in default,  and no event has occurred  which with the passage of time or
giving of notice or both would  constitute a default by Borrower with respect to
any order,  writ,  injunction  or decree known to or served upon Borrower of any
court  or of any  foreign,  federal,  state,  municipal  or  other  governmental
department,  commission,  board, bureau, agency or instrumentality,  domestic or
foreign.  Except as  disclosed  on Schedule  4.7,  there is no action or suit by
Borrower pending or threatened  against others.  Except as disclosed on Schedule
4.7,  Borrower  has  complied  with all  laws,  rules,  regulations  and  orders
applicable to its current business, operations, properties, assets, products and
services the violation of which would have a Company  Material  Adverse  Effect.
There is no  existing  law,  rule,  regulation  or order,  and  Borrower  has no
Knowledge of any proposed  law,  rule,  regulation  or order,  whether  foreign,
federal or state,  that would prohibit or materially  restrict Borrower from, or
otherwise  materially adversely affect Borrower in, conducting its businesses in
any jurisdiction in which it is now conducting business.

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         As defined in this Agreement,  "Knowledge" of Borrower means the actual
knowledge  by a  director  or  officer  of  Borrower  of a  particular  fact  or
circumstance  or such knowledge as may reasonably be imputed to such person as a
result of his actual  knowledge of other facts or  circumstances  as well as any
other  knowledge which such person would have possessed had they made reasonable
inquiry of  appropriate  employees  and agents of Borrower  with  respect to the
matter in question.

         4.8. Absence of Certain Events.  To  the Borrower's Knowledge, there is
no existing condition, event or series  of  events  which  reasonably  would  be
expected to have a Company Material Adverse Effect.

         4.9  Title  to  Property  and  Assets.  Borrower  does not own any real
property.  Except as set forth on Schedule 4.9, Borrower has good and marketable
title to all of its personal  property and assets free and clear of any material
restriction,  mortgage,  deed of trust, pledge, lien, security interest or other
charge, claim or encumbrance which would have a Company Material Adverse Effect.
Except as set forth on Schedule 4.9,  with respect to  properties  and assets it
leases,  Borrower is in material  compliance  with such leases and holds a valid
leasehold interest free of any liens,  claims or encumbrances which would have a
Company Material Adverse Effect.

         4.10. Governmental Permits. Borrower (including its Subsidiaries) holds
all licenses,  franchises,  permits and other governmental  authorizations which
are required for the conduct of any aspect of Borrower's business,  as presently
conducted  and as presently  contemplated  to be conducted,  including,  but not
limited to, all such business  operations  contemplated  by, or incident to, the
Transactions.  All such  licenses,  franchises,  permits and other  governmental
authorizations  are valid and current,  and Borrower has not received any notice
that any governmental  authority  intends to cancel,  terminate or not renew any
such license, franchise,  permit or other governmental  authorization.  Borrower
has  conducted  and  is   conducting   its  business  in  compliance   with  the
requirements,  standards,  criteria and  conditions  set forth in such licenses,
franchises,  permits  and other  governmental  authorizations,  and all laws and
regulations applicable thereto, and is not in violation of any of the foregoing.
The  consummation of the transactions  contemplated  hereunder will not alter or
impair  or  require  changes  to any such  license,  franchise,  permit or other
governmental authorization.

         4.11 Borrower  Control  Shares.  The Borrower  Control Shares have been
duly and validly  authorized for issuance and pledge  pursuant to this Agreement
and, when issued and delivered as provided  hereunder,  will be duly authorized,
validly issued,  fully paid and  non-assessable  and free and clear of all Liens
imposed by the Borrower or any other person other than  restrictions on transfer
provided for in the Loan  Documents.  As used in this  Agreement  "Lien" means a
lien,  charge,  security  interest,  right of first refusal,  preemptive  right,
mortgage, pledge, title retention device, or other encumbrance or restriction.


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                        ARTICLE V - COVENANTS OF BORROWER

         So long as the Note is outstanding, Borrower agrees that, unless Lender
shall give its prior consent in writing:

         5.1. Ordinary Course. Borrower shall  carry  on  its  business  in  the
ordinary course substantially as conducted heretofore, and shall not  engage  in
any transaction outside of the ordinary course of business.

         5.2. Maintain Properties. Borrower shall maintain  its  properties  and
facilities in good  working  order  and  condition,  reasonable  wear  and  tear
excepted.

         5.3. Performance under Agreements. Borrower shall perform  all  of  its
obligations under agreements  relating to or affecting its assets, properties or
rights.

         5.5. Cooperation with Lender.  Borrower shall cooperate with Lender and
shall use its reasonable best efforts to complete and sign the merger  agreement
(the "Merger Agreement") contemplated by the Merger and shall use its reasonable
best efforts to consummate the Transactions contemplated thereby.

         5.5.  Financial  Statements.  Borrower shall provide to Lender prior to
the Due  Date any such  audited  or  unaudited  financial  statements  as may be
required  under  applicable  U.S.   Securities   Exchange   Commission   ("SEC")
regulations  for  inclusion  of  such  statements  in  Lender's  SEC  and  other
regulatory filings upon and following the Closing of the Merger.

         5.6. Maintenance of Business Organization.  Borrower shall maintain and
preserve its business organization intact and use its best efforts to retain its
present key employees and  relationships  with  suppliers,  customers and others
having business relationships with Borrower.

         5.7. Compliance with Permits. Borrower shall maintain  compliance  with
all permits, laws, rules and regulations, consent orders and all other orders of
applicable courts, regulatory agencies, and similar governmental authorities.

         5.8. Leases. Borrower shall maintain its present leases  in  accordance
with their respective terms, and  shall  not  enter  into  new  or amended lease
instruments.

         5.9.   Payments.   Except  with  respect  to  fees  due  to  attorneys,
accountants, and investment bankers relating to the Transactions, including with
respect  to the  Loan,  Borrower  shall  not make  any  payment,  or  incur  any
obligation  to make any payment in the ordinary  course of business in excess of
$25,000  without the prior written  consent of the Lender.  Notwithstanding  the
foregoing,  Borrower is hereby permitted to make all such expenditures as are in
compliance  with (with  respect to both type of expense and amount  thereof) the
use of proceeds (the "Use of Proceeds") attached hereto as Exhibit D.


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         5.10. Loan Documents. Borrower shall comply in all  respects  with  the
terms of the Security Agreement and all other Loan Documents.

         5.11.  Indebtedness.  Except as  contemplated  by the Use of  Proceeds,
Borrower shall not incur any indebtedness other than: (i) trade debt incurred in
the ordinary course of business, (ii) purchase money obligations in the ordinary
course of business up to $25,000,  or (iii) taxes and assessments not delinquent
or actively being contested in good faith by Borrower and for which Borrower has
adequate reserves.

         5.12.  Liens.  Borrower  shall not permit to exist  against  any of its
assets  any Lien  except for (i)  Permitted  Liens (as  defined in the  Security
Agreement),  (ii)  taxes  and  assessments  not  delinquent  or  actively  being
contested  in good  faith  by  Borrower  and for  which  Borrower  has  adequate
reserves,  or (iii)  deposits  or  pledges  for  goods or  services  made in the
ordinary course of business.

         5.13.  Mergers.  Except as contemplated by the  Transactions,  Borrower
shall not merge or  consolidate  with or into any  other  corporation,  or sell,
assign,  lease or  otherwise  dispose of or  voluntarily  part with the  control
(whether in one  transaction or in a series of related  transactions)  of assets
(whether  now owned or  hereafter  acquired)  having a fair market value of more
than $25,000 at the time(s) of transfer, or sell, assign or otherwise dispose of
(whether in one transaction or in a series of transactions)  any of its accounts
receivable (whether now in existence or hereafter created) at a discount or with
recourse,  to any person,  except sales or other  dispositions  of assets in the
ordinary course of business.

         5.14.  Issuance  of  Capital  Stock.  Except  as  contemplated  by  the
Transactions,  Borrower shall not issue, or agree or commit to issue, any shares
of capital stock,  or to issue or grant any option,  warrant,  security or other
rights  (contingent  or otherwise) to purchase or acquire  shares of its capital
stock, or any bond,  debenture or other  instrument or obligation  which has the
power to vote in respect to the corporate affairs and management of Borrower.

         5.15. Charter Documents. Borrower shall not make any amendment  to  its
Certificate of Incorporation or its By-Laws.

         Within  three (3)  business  days  following  Borrower's  request for a
waiver of any  provision of this Article V, the Lender  shall  provide  Borrower
with their response to such request.

                       ARTICLE VI - DEFAULTS AND REMEDIES

         6.1. An "Event of Default" occurs if:


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                  (a)  Borrower  defaults  in the  payment of any  principal  or
         interest  of the Note when the same  shall  become  due,  either by the
         terms thereof or otherwise as herein provided; or

                  (b) Borrower defaults in the performance or observance of  any
         other agreement, term or  condition contained in the Note or the  other
         Loan Documents; or

                  (c) Borrower shall default in the payment of any principal of,
         or premium, if any, or interest on, any other indebtedness in excess of
         $25,000 or obligation  with respect to borrowed money after  expiration
         of any grace or cure period or shall default in the  performance of any
         material term of any instrument  evidencing such indebtedness or of any
         mortgage,  indenture or agreement  relating thereto after expiration of
         any grace or cure period, and the effect of such default is to cause or
         to permit  the  holder or holders  of such  obligation  to cause,  such
         indebtedness  or  obligation  to become  due and  payable  prior to its
         stated maturity; or

                  (d) The Merger shall not have closed by the Due Date; or

                  (e) Borrower  pursuant  to  or  within   the  meaning  of  any
                      Bankruptcy Law:

                           (i)   commences a voluntary case,

                           (ii)  consents to the entry of an  order  for  relief
                                 against it in an involuntary case,

                           (iii) consents to the appointment  of a  Custodian of
                                 it or for  all  or  substantially  all  of  its
                                 property,

                           (iv)  makes a  general  assignment for the benefit of
                                 its creditors, or

                           (v)   is the  debtor in  an involuntary case which is
                                 not dismissed within thirty (30)  days  of  the
                                 commencement thereof, or

                  (f) A court  of  competent  jurisdiction  enters  an  order or
                      decree under any Bankruptcy Law that:

                           (i)   provides for  relief  against  Borrower  in  an
                                 involuntary case,

                           (ii)  appoints a Custodian of  Borrower  for  all  or
                                 substantially all of its property, or

                           (iii) orders the liquidation of Borrower,


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                  (g) A final  judgment for the payment of money in an amount in
         excess of $25,000 shall be rendered  against  Borrower  (other than any
         judgment as to which a reputable  insurance company shall have accepted
         full liability in writing) and shall remain  undischarged  for a period
         (during which  execution  shall not be  effectively  stayed) of 20 days
         after the date on which the right to appeal has expired;

                  (h) Any  representation  or warranty  made by Borrower in this
         Agreement,  any  other  Loan  Document  or in  any  other  document  or
         instrument  furnished in connection with the transactions  contemplated
         hereby shall prove to be  materially  false or incorrect on the date as
         of which such representation or warranty was made; or

                  (i) An event shall occur or there exist facts or circumstances
         which create or result in a Company Material Adverse Effect;

         then and in any such  case (x)  upon  the  occurrence  of any  Event of
Default  described in paragraphs (e) or (f), the unpaid  principal amount of and
accrued  interest  on the Notes  shall  automatically  become  due and  payable,
without  presentment,  demand,  protest or notice of any kind,  all of which are
hereby  waived by Borrower,  and (y) upon the  occurrence  of any other Event of
Default,  in addition to any other rights,  powers and remedies permitted by law
or in equity,  the Lender may, at its option,  by notice in writing to Borrower,
declare  the  Notes  to be,  and  the  Notes  shall  thereupon  be  and  become,
immediately  due and payable,  together  with interest  accrued  thereon and all
other sums due hereunder,  without presentment,  demand, protest or other notice
of any kind, all of which are waived by Borrower.

         Upon the  occurrence  of any Event of Default,  the holder of the Notes
may  proceed  to protect  and  enforce  its rights by an action at law,  suit in
equity or other appropriate proceeding,  whether for the specific performance of
any  agreement  contained  herein or in the Notes held by it, for an  injunction
against a violation of any of the terms hereof or thereof, or for the pursuit of
any other  remedy  which it may have by virtue of this  Agreement,  the Security
Agreement or pursuant to applicable law. Borrower shall pay to the holder of the
Notes upon demand the  reasonable  costs and expenses of  collection  and of any
other  actions  referred  to  in  this  Article,  including  without  limitation
reasonable attorneys' fees, expenses and disbursements.

         No  course  of  dealing  and no delay on the part of the  holder of the
Notes in  exercising  any of its rights  shall  operate  as a waiver  thereof or
otherwise prejudice the rights of such holders,  nor shall any single or partial
exercise of any right,  power or remedy  preclude any other or further  exercise
thereof or the exercise of any other right, power or remedy hereunder. No right,
power or remedy  conferred hereby or by the Notes on the holder thereof shall be
exclusive of any other right,  power or remedy  referred to herein or therein or
now or hereafter available at law, in equity, by statute or otherwise.

         6.2. For purposes  of  this Article, the  following  definitions  shall
apply:


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         "Bankruptcy Law" means Title 11, U.S. Code or any  similar  federal  or
state  law  for  the  relief  of  debtors,  or  equivalent  law  of  a  non-U.S.
jurisdiction.

         "Custodian"  means  any  receiver,  trustee,  assignee,  liquidator  or
similar official under any Bankruptcy Law.

                              ARTICLE VII - NOTICES

         All notices,  requests  and demands  shall be given to or made upon the
respective parties hereto in writing, such address as may be designated by it in
a written notice to the other party. All notices, requests, consents and demands
hereunder  shall be effective  when duly  deposited  in the mails (by  overnight
delivery  by a  nationally-recognized  overnight  courier  service  or by United
States registered or certified mail, postage prepaid,  return receipt requested)
with a copy via  facsimile.  Unless the  parties  designate  otherwise,  notices
should be addressed as follows:

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 Lender:

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


                                       10

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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

                          ARTICLE VIII - MISCELLANEOUS

         8.1. Governing Law. This Agreement shall be  governed by and  construed
in accordance with  the  laws  of the  State  of  New  York, without  regard  to
conflicts of laws principles thereof.

         8.2. Amendment. This Agreement may be amended, modified  or  terminated
only by an instrument in writing signed by all parties.

         8.3. No Assignment. Neither this Agreement nor any right or  obligation
provided for herein may be  assigned by any  party  without  the  prior  written
consent of the other parties.

         8.4. Successors. The terms and provisions of this  Agreement  shall  be
binding upon and inure to the  benefit of, and be enforceable by, the respective
successors and assigns of the parties hereto.

         8.5. Counterparts. The Agreement may  be  executed  in  any  number  of
counterparts, with the same  effect as  if  all  parties  had  signed  the  same
document. All such counterparts shall be deemed an original, shall be  construed
together and shall constitute one and the same instrument. This Agreement may be
executed by facsimile signature.

         8.6. Construction. The language used in this Agreement shall be  deemed
to be the language chosen by the  parties to express their mutual intent, and no
rule of strict construction shall be applied against any party.

         8.8. Headings. The section headings contained  in  this  Agreement  are
inserted for convenience only and  shall not affect in any way  the  meaning  or
interpretation of this Agreement.

         8.8.  Severability.  Any term or  provision of this  Agreement  that is
invalid or unenforceable  in any situation in any jurisdiction  shall not affect
the validity or  enforceability  of the remaining terms and provisions hereof or
the validity or  enforceability  of the offending term or provision in any other
situation  or in any other  jurisdiction.  If the final  judgment  of a court of

                                       11

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competent  jurisdiction declares that any term or provision hereof is invalid or
unenforceable,  the parties  agree that the court  making the  determination  of
invalidity  or  unenforceability  shall  have the  power  to  limit  the term or
provision,  to delete  specific  words or phrases,  or to replace any invalid or
unenforceable  term or  provision  with a term or  provision  that is valid  and
enforceable and that comes closest to expressing the intention of the invalid or
unenforceable  term or provision,  and this Agreement shall be enforceable as so
modified.

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<page>

         IN WITNESS WHEREOF, the parties hereto have caused this Bridge Loan and
Control  Share Pledge and Security  Agreement to be duly  executed as of the day
and year first above written.

LENDER:                                        BORROWER:

FOOTHILLS RESOURCES, INC.                      BRASADA CALIFORNIA, INC.


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

STOCKHOLDER:                                   STOCKHOLDER:

DENNIS B. TOWER                                JOHN L. MORAN

-----------------------------                  ----------------------------

STOCKHOLDER:                                   STOCKHOLDER:

MMP LLP                                        W. KIRK BOSCHE

By:_________________________                   __________________________
Name:
Title:   Managing Partner


                                       13

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                                    EXHIBIT A

                                  [Term Sheet]






                                       14

<page>

                                    EXHIBIT B

                                 Promissory Note




                                       15

<page>

                                    EXHIBIT C

                              [Security Agreement]






                                       16

<page>

                                    EXHIBIT D

                      [Use of Proceeds of Bridge Financing]






                                       17