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                                ESCROW AGREEMENT


         Escrow  Agreement  (this  "Agreement"),  dated  as of the  28th  day of
February,  2006,  among Foothills  Resources,  Inc., a Nevada  corporation  (the
"Company"),  Gottbetter  & Partners,  LLP (the "Escrow  Agent"),  and the Buyers
listed on Schedule 1 attached  hereto  (individually  a "Buyer" or  collectively
"Buyers"):

                               W I T N E S S E T H



                  WHEREAS,  the  Company  intends to offer and sell in a private
placement transaction (the "Debenture Debenture PPO") up to $3,000,000 principal
amount of its secured convertible debentures (the "Convertible Debentures") at a
purchase price equal to the principal amount thereof;

         WHEREAS,  the Debenture PPO will commence immediately and will continue
until the  earlier to occur of (i) the sale of  $3,000,000  principal  amount of
Convertible Debentures and (ii) March 31, 2006, unless extended by up to 30 days
by the Company (the "Offering Period");

         WHEREAS,  once $500,000 principal amount (the "Minimum") of Convertible
Debentures  have been  subscribed  for,  the  Company  may  conduct  one or more
closings (each a "Closing") on the sale of such Convertible Debentures;

         WHEREAS,  if the  Minimum is not sold prior to the end of the  Offering
Period and there is no Closing,  the Debenture  PPO will be  terminated  and all
funds  received  from Buyers will be  returned,  without  accrued  interest  and
without  any  deduction.   The  day  that  the  Offering  Period  terminates  is
hereinafter referred to as the "Termination Date";

         WHEREAS,  the parties hereto require the Securities Purchase Agreements
(the  "Purchase  Agreements")  executed  by the  Buyers in  connection  with the
Debenture  PPO (the  Purchase  Agreements,  together  with all  other  documents
necessary or  desirable  to effect the  transactions  contemplated  hereby,  are
sometimes  collectively  referred  to as the  "Transaction  Documents")  and the
Escrowed Funds (as defined below) be delivered to the Escrow Agent to be held in
escrow  and  released  by the  Escrow  Agent in  accordance  with the  terms and
conditions of this Agreement; and

         WHEREAS,  the Escrow Agent is willing to serve as escrow agent pursuant
to the terms and conditions of this Agreement;

         NOW THEREFORE,  the parties hereto intending legally to be bound, agree
as follows:

                                    ARTICLE I
                                 INTERPRETATION

         1.1. Entire  Agreement.  This Agreement and the  Transaction  Documents
constitute the entire  agreement  between the parties  hereto  pertaining to the
subject  matter   contained   herein  and   supersedes  all  prior   agreements,
understandings,  negotiations and discussions,  whether oral or written,  of the
parties.  There are no warranties,  representations and other agreements made by
the parties in connection  with the subject matter hereof except as specifically
set forth in this Agreement or as set forth in the Transaction Documents.

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         1.2. Extended Meanings.  In this Agreement words importing the singular
number include the plural and vice versa;  words importing the masculine  gender
include  the  feminine  and  neuter  genders.  The  word  "person"  includes  an
individual,  body  corporate,  partnership,  trustee or trust or  unincorporated
association, executor, administrator or legal representative.

         1.3. Waivers and Amendments.  This Agreement may be amended,  modified,
superseded,  cancelled, renewed or extended, and the terms and conditions hereof
may be waived,  only by a written  instrument  signed by all  parties or, in the
case of a waiver,  by the party waiving  compliance.  Except as expressly stated
herein,  no delay on the part of any party in  exercising  any  right,  power or
privilege  hereunder shall operate as a waiver thereof,  nor shall any waiver on
the part of any party of any right,  power or privilege  hereunder  preclude any
other or future exercise of any other right, power or privilege hereunder.

         1.4.     Headings.  The division of this   Agreement   into   articles,
sections,  subsections  and paragraphs and   the   insertion of headings are for
convenience of reference only and shall   not   affect   the   construction   or
interpretation of this Agreement.

         1.5. Law Governing this Agreement.  This Agreement shall be governed by
and  construed  in  accordance  with the laws of the  State of New York  without
regard to  principles of conflicts of laws.  Any action  brought by either party
against the other  concerning the  transactions  contemplated  by this Agreement
shall be brought only in the state  courts of New York or in the federal  courts
located in the state of New York. The parties and the individuals executing this
Agreement  and other  agreements  referred to herein or delivered in  connection
herewith agree to submit to the  jurisdiction  of such courts and waive trial by
jury. The prevailing party shall be entitled to recover from the other party its
reasonable  attorney's  fees and costs.  In the event that any provision of this
Agreement or any other agreement  delivered in connection herewith is invalid or
unenforceable  under any applicable  statute or rule of law, then such provision
shall be deemed  inoperative  to the extent that it may conflict  therewith  and
shall be deemed  modified to conform  with such statute or rule of law. Any such
provision  which  may prove  invalid  or  unenforceable  under any law shall not
affect the validity or enforceability of any other provision of any agreement.

         1.6.  Specific  Enforcement,   Consent  to  Jurisdiction.  The  Company
acknowledges  and agrees that  irreparable  damage would occur in the event that
any of the provisions of this  Agreement  were not performed in accordance  with
their specific terms or were otherwise breached.  Accordingly, it is agreed that
the parties shall be entitled to an injunction or injunctions to prevent or cure
breaches of the  provisions of this  Agreement and to enforce  specifically  the
terms and provisions hereof, this being in addition to any other remedy to which
any of them may be entitled by law or equity. Subject to Section 1.5 hereof, the
Company  hereby  waives,  and agrees  not to assert in any such suit,  action or
proceeding,  any claim that it is not personally  subject to the jurisdiction of
such court,  that the suit,  action or proceeding is brought in an  inconvenient
forum or that the venue of the suit,  action or proceeding is improper.  Nothing
in this Section  shall  affect or limit any right to serve  process in any other
manner permitted by law.

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                                   ARTICLE II
                         DELIVERIES TO THE ESCROW AGENT

         2.1.  Buyer  Deliveries.  On or  before  the date of the  Closing  (the
"Closing Date"),  each Buyer shall have deliverd to the Escrow Agent its portion
of the purchase price for the Convertible  Debentures (the aggregate of purchase
price referred to as the "Escrowed  Funds") and the Transaction  Documents.  The
parties  shall  ensure that each Buyer's  portion of the Escrowed  Funds will be
delivered  to  the  Escrow  Agent   pursuant  to  the  following  wire  transfer
instructions:

         BANK: CITIBANK, N.A., 330 Madison Avenue, New York, New York

         ABA:  021000089

         BENEFICIARY:  Gottbetter & Partners, LLP

         ACCOUNT:  49061322

         REFERENCE:  "Foothills Resources, Inc. - [insert Buyer's name]"


Gottbetter & Partners Accounting Contact: Vincent DiPaola;
telephone: (212) 400-6900; email: vdp@gottbetter.com.


         2.2. Intention to Create Escrow Over Transaction Documents and Escrowed
Funds. The Company intends that the Transaction Documents and the Escrowed Funds
shall be held in escrow by the Escrow Agent pursuant to this Agreement for their
benefit and for the benefit of the Buyers as set forth herein.

         2.3.     Escrow  Agent to Deliver  Transaction  Documents  and Escrowed
Funds.  The Escrow  Agent shall hold and release the Transaction  Documents  and
the Escrowed Funds only in accordance with the terms and   conditions  of   this
Agreement.

                                   ARTICLE III
               RELEASE OF TRANSACTION DOCUMENTS AND ESCROWED FUNDS

         3.1.     Release of Escrow.  Subject to the  provisions of Section 4.2,
the Escrow  Agent shall  release  the  Transaction Documents and Escrowed Funds
as follows:

(a)  On the Closing Date, the Escrow Agent will release the Transaction
     Documents to the Company and the Escrowed Funds to or for the benefit of
     the Company except that:

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     (i)  the legal fees and expenses owed to Gottbetter & Partners, LLP as
          counsel to the Company shall be deducted from the Escrowed Funds and
          released to Gottbetter & Partners, LLP; and

     (ii) the legal fees and expenses owed to McGuireWoods LLP as counsel to
          Brasada shall be deducted from the Escrowed Funds and released to
          McGuireWoods LLP.

(b)  All funds to be delivered to the Company shall be delivered pursuant to
     written instructions substantially in the form of Exhibit A hereto (the
     "Instructions") signed by the Company.

(c)  Notwithstanding the above, upon receipt by the Escrow Agent of the
     Instructions, the Escrow Agent shall deliver the Transaction Documents and
     the Escrowed Funds in accordance with the terms of the Instructions;
     provided, however, that in the event of any conflict between such
     Instructions and the provisions of Section 3.1(a) of this Agreement, the
     provisions of Section 3.1(a) shall control.

(d)  Notwithstanding the above, upon receipt by the Escrow Agent of a final and
     non-appealable judgment, order, decree or award of a court of competent
     jurisdiction (a "Court Order"), the Escrow Agent shall deliver the
     Transaction Documents and the Escrowed Funds in accordance with the Court
     Order. Any Court Order shall be accompanied by an opinion of counsel for
     the party presenting the Court Order to the Escrow Agent (which opinion
     shall be satisfactory to the Escrow Agent) to the effect that the court
     issuing the Court Order has competent jurisdiction and that the Court Order
     is final and non-appealable.

(e)  In the event Transaction Documents for an aggregate purchase price of not
     less than the Minimum of $500,000 and corresponding Escrowed Funds for an
     aggregate of not less than such Minimum of $500,000 have not been received
     by the Escrow Agent on or before the Termination Date, then the Escrow
     Agent shall release the Transaction Documents and the Escrowed Funds to the
     Buyers as soon as reasonably possible.

         3.2.  Acknowledgement  of Company  and  Buyers;  Disputes.  The Company
acknowledges  that the only  terms and  conditions  upon  which the  Transaction
Documents and Escrowed  Funds are to be released are set forth in Sections 3 and
4 of this Agreement.  The Company  reaffirms its agreement to abide by the terms
and conditions of this Agreement with respect to the release of the  Transaction
Documents and the Escrowed Funds. Any dispute with respect to the release of the
Transaction  Documents or Escrowed  Funds shall be resolved  pursuant to Section
4.2 or by agreement between the parties.

                                   ARTICLE IV
                           CONCERNING THE ESCROW AGENT

         4.1.     Duties and Responsibilities of the Escrow  Agent. The   Escrow
Agent's duties and  responsibilities  shall be subject to  the   following terms
and conditions:

(a)  The Company and the Buyers acknowledge and agree that the Escrow Agent (i)
     shall not be responsible for or bound by, and shall not be required to
     inquire into whether either the Company or the Buyers are entitled to

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     receipt of the Transaction Documents or Escrowed Funds pursuant to, any
     other agreement or otherwise; (ii) shall be obligated only for the
     performance of such duties as are specifically assumed by the Escrow Agent
     pursuant to this Agreement; (iii) may rely on and shall be protected in
     acting or refraining from acting upon any written notice, instruction,
     instrument, statement, request or document furnished to it hereunder and
     believed by the Escrow Agent in good faith to be genuine and to have been
     signed or presented by the proper person or party, without being required
     to determine the authenticity or correctness of any fact stated therein or
     the propriety or validity or the service thereof; (iv) may assume that any
     person believed by the Escrow Agent in good faith to be authorized to give
     notice or make any statement or execute any document in connection with the
     provisions hereof is so authorized; (v) shall not be under any duty to give
     the property held by Escrow Agent hereunder any greater degree of care than
     the Escrow Agent gives its own similar property, but in no event less than
     a reasonable amount of care; and (vi) may consult with counsel satisfactory
     to the Escrow Agent, the opinion of such counsel to be full and complete
     authorization and protection in respect of any action taken, suffered or
     omitted by the Escrow Agent hereunder in good faith and in accordance with
     the opinion of such counsel.

(b)  The Company and the buyers acknowledge that the Escrow Agent is acting
     solely as a stakeholder at their request and that the Escrow Agent shall
     not be liable for any action taken by Escrow Agent in good faith and
     believed by the Escrow Agent to be authorized or within the rights or
     powers conferred upon the Escrow Agent by this Agreement. The Company
     agrees to indemnify and hold harmless the Escrow Agent and any of the
     Escrow Agent's partners, employees, agents, and representatives for any
     action taken or omitted to be taken by the Escrow Agent or any of them
     hereunder, including the fees of outside counsel and other costs and
     expenses of defending itself against any claim or liability under this
     Agreement, except in the case of gross negligence or willful misconduct on
     the part of the Escrow Agent committed in its capacity as Escrow Agent
     under this Agreement. The Escrow Agent shall owe a duty only to the Company
     and the Buyers under this Agreement and to no other person.

(c)  The Company agrees to reimburse the Escrow Agent for outside counsel fees,
     to the extent authorized hereunder and incurred in connection with the
     performance of its duties and responsibilities hereunder.

(d)  The Escrow Agent may at any time resign as Escrow Agent hereunder by giving
     five (5) days prior written notice of resignation to the Company. Prior to
     the effective date of the resignation as specified in such notice, the
     Company will issue to the Escrow Agent an Instruction authorizing delivery
     of the Transaction Documents and the Escrowed Funds to a substitute escrow
     agent selected by the Company. If no successor escrow agent is named by the
     Company, the Escrow Agent may apply to a court of competent jurisdiction in
     the State of New York for appointment of a successor escrow agent, and to
     deposit the Transaction Documents and Escrowed Funds with the clerk of any
     such court.

(e)  The Escrow Agent does not have and will not have any interest in the
     Transaction Documents or the Escrowed Funds, but is serving only as escrow
     agent in connection therewith, having only possession thereof.

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(f)  This Agreement sets forth exclusively the duties of the Escrow Agent with
     respect to any and all matters pertinent thereto and no implied duties or
     obligations shall be read into this Agreement.

(g)  The provisions of this Section 4.1 shall survive the resignation of the
     Escrow Agent or the termination of this Agreement.

         4.2.     Dispute  Resolution;  Judgments.  Resolution  of  disputes
arising  under  this  Agreement  shall be  subject to the following terms and
conditions:

(a)  If any dispute shall arise with respect to the delivery, ownership, right
     of possession or disposition of the Transaction Documents or the Escrowed
     Funds, or if the Escrow Agent shall in good faith be uncertain as to its
     duties or rights hereunder, the Escrow Agent shall be authorized, without
     liability to anyone, to (i) refrain from taking any action other than to
     continue to hold the Transaction Documents or the Escrowed Funds pending
     receipt of an Instruction from the Company, or (ii) deposit the Transaction
     Documents and Escrowed Funds with any court of competent jurisdiction in
     the State of New York, in which event the Escrow Agent shall give written
     notice thereof to the Company and shall thereupon be relieved and
     discharged from all further obligations pursuant to this Agreement. The
     Escrow Agent may, but shall be under no duty to, institute or defend any
     legal proceedings which relate to the Transaction Documents or the Escrowed
     Funds. The Escrow Agent shall have the right to retain counsel if it
     becomes involved in any disagreement, dispute or litigation on account of
     this Agreement or otherwise determines that it is necessary to consult
     counsel.

(b)  The Escrow Agent is hereby expressly authorized to comply with and obey any
     Court Order. In case the Escrow Agent obeys or complies with a Court Order,
     the Escrow Agent shall not be liable to the Buyers, the Company or to any
     other person, firm, corporation or entity by reason of such compliance.

                                    ARTICLE V
                                     GENERAL

         5.1.     Termination.  The escrow established hereby  shall   terminate
upon the release of all of the Transaction  Documents  and   delivery   to   the
Company of the Escrowed  Funds in  accordance  with   Section 3.1 hereof,  or at
any time upon the agreement in writing of the Buyers and the Company.

         5.2. Notices. All notices, demands, requests, consents,  approvals, and
other  communications  required or permitted  hereunder shall be in writing and,
unless  otherwise  specified  herein,  shall  be  (i)  personally  served,  (ii)
deposited  in the mail,  registered  or  certified,  return  receipt  requested,
postage  prepaid,  (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other  address as such party shall have  specified
most recently by written notice. Any notice or other  communication  required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery

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or  delivery  by  facsimile,   with  accurate  confirmation   generated  by  the
transmitting  facsimile  machine,  at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received),  or the first  business day following  such delivery (if delivered
other than on a business day during normal  business  hours where such notice is
to be received) or (b) on the second  business day following the date of mailing
by express courier service,  fully prepaid,  addressed to such address,  or upon
actual receipt of such mailing,  whichever shall first occur.  The addresses for
such communications shall be:

(a)      If to the Company, to:
             Foothills Resources, Inc.
             Candiana Lodge, Wellfield C1, Coads Green
             Launceston, Cornwall, England
             Attn: J. Earl Terris, President and Chief Executive Officer
             Facsimile: (011) 566782214

             with a copy to (which copy shall not constitute notice hereunder):

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

(b)      If to the Escrow Agent, to:

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


         If to the Buyer(s), to its address and facsimile number on Schedule I.

         or to such  other  address  as any of them  shall give to the others by
notice made pursuant to this Section 5.2.

         5.3. Interest.  The Escrowed Funds shall neither be held in an interest
bearing  account nor will  interest be payable in connection  therewith.  In the
event the Escrowed  Funds are  deposited in an interest  bearing  account,  each
Buyer shall be entitled to receive its pro rata portion of any accrued  interest
thereon,  but only if the Escrow  Agent  receives  from such  Buyer the  Buyer's
United States taxpayer identification number and other requested information and
forms.

         5.4.  Assignment;  Binding  Agreement.  Neither this  Agreement nor any
right or obligation hereunder shall be assignable by any party without the prior
written consent of the other parties  hereto.  This Agreement shall inure to the
benefit of and be binding  upon the parties  hereto and their  respective  legal
representatives, successors, and assigns.

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         5.5.  Invalidity.  In the event that any one or more of the  provisions
contained  herein,  or the  application  thereof  in any  circumstance,  is held
invalid,  illegal or unenforceable in any respect for any reason,  the validity,
legality and  enforceability of any such provision in every other respect and of
the  remaining  provisions  contained  herein  shall not be in any way  impaired
thereby,  it being intended that all of the rights and privileges of the parties
hereto shall be enforceable to the fullest extent permitted by law.

         5.6.     Counterparts/Execution.  This Agreement may be executed in
several  counterparts and by different  signatories hereto on separate
counterparts,  each of which, when so executed,  shall be deemed an original,
but all such counterparts  shall constitute but one and the same instrument.
This Agreement may be executed by facsimile transmission and delivered by
facsimile transmission.

5.7.     Agreement.  Each of the undersigned states that the undersigned has
read this Agreement, understands it, and agrees to it.


                            [SIGNATURE PAGE FOLLOWS]

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


                                     COMPANY

                                     FOOTHILLS RESOURCES, INC.


                                     By:______________________________
                                     Name:    J. Earl Terris
                                     Title:   Chief Executive Officer


                                     ESCROW AGENT

                                     GOTTBETTER & PARTNERS, LLP


                                      By:______________________________
                                      Name: Adam S. Gottbetter
                                      Title: Partner


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                                   SCHEDULE 1

                               SCHEDULE OF BUYERS


                                        Address/Facsimile        Amount of
     Name           Signature           Number of Buyer         Subscription


                  By:_______________
                  Name:
                  Office:

                  By:_______________
                  Name:
                  Office:

                  By:_______________
                  Name:
                  Office:

                  By:_______________
                  Name:
                  Office:


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                                                                    EXHIBIT A

                              Form of Instructions

Mr. Adam Gottbetter
Gottbetter & Partners, LLP
488 Madison Ave.
New York, New York 10022-5718
P:  212-400-6900
F:  212-400-6901

         Re:      Foothills Resources, Inc.

Dear Mr. Gottbetter:

We hereby  confirm  that with  respect to the Escrow  Agreement  entered into on
_______________, 2006 among Foothills Resources, Inc., the Buyers and Gottbetter
& Partners (the "Escrow  Agreement"),  LLP, the closing of the Debenture PPO (as
defined in the Escrow Agreement) has taken place. All conditions for the release
of the Transaction  Documents and the Escrowed Funds have therefore been met. We
authorize the release of the  Transaction  Documents  and Escrowed  Funds to the
Company.

                                              FOOTHILLS RESOURCES, INC.


                                              By:______________________________
                                              Name:    J. Earl Terris
                                              Title:   Chief Executive Officer



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