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                Amended and Restated Bridge Loan Promissory Note

$3,987,500                                                        March 23, 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 Three Million Nine Hundred  Eighty
Seven Thousand and Five Hundred  Dollars  ($3,987,500)  (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 (i) for the period from March 17, 2006 through March 22, 2006,  the sum
of Nine Hundred  Ninety Seven Thousand Five Hundred Dollars  ($997,500) and (ii)
from and after March 23, 2006,  the entire  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") dated March 17, 2006
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 dated March 17, 2006 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  dated March 17, 2006 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

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law provision or rule. Any  controversy  or dispute  arising out of or  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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