Exhibit 10.1
            TERM SHEET BETWEEN THE COMPANY AND BRASADA RESOURCES LLC.



February 15, 2006

Mr. Dennis B. Tower, CEO
Brasada Resources LLC
P.O. Box 2701
Bakersfield, CA 93303


Dear Mr. Tower:

We are  pleased to submit this  binding  Term Sheet (the "Term  Sheet")  whereby
Tompkins  Capital Group,  or its affiliates  ("TCG"),  will assist the corporate
successor in interest to Brasada  Resources LLC  ("Brasada"),  and a US publicly
traded company,  Foothills Resources,  Inc. ("Foothills"),  in connection with a
merger and a PPO (as defined herein) and related transactions  ("Transactions").
We agree that this Term Sheet  supersedes  and  replaces  any and all prior oral
and/or written agreements between the parties on the subject matter hereof.

   Item             Description
------------------  --------------------------------------------------------

1.   Structure:

                    Foothills, a publicly traded company currently listed on the
                    NASD OTC Bulletin Board together with its wholly owned
                    acquisition subsidiary will enter into a merger with
                    Brasada, the form of which shall qualify as a tax free
                    reorganization under the Internal Revenue Code (the
                    "Merger") in exchange for shares of Foothills common stock
                    ("Common Stock") with an anticipated closing date on or
                    before March 31, 2006 (the "Closing Date"). Following the
                    Closing Date, Foothills will change its name to such other
                    alternate name as shall be determined by Brasada. As used in
                    this Term Sheet, any references to Foothills after the
                    Closing Date shall mean Brasada or such other alternate name
                    as shall be determined by Brasada.

                    On the Closing Date, Foothills shall have closed on the
                    private placement offering of Common Stock, as defined
                    below, which may include finders' fee agreements for
                    services relating to the offering and Foothills shall have
                    adopted a Two Million (2,000,000) share Common Stock
                    employee stock option plan ("ESOP"). The above-described
                    transactions will hereinafter be referred to as the
                    "Transaction" or "Transactions."

2.  Merger Agreement:

                    The definitive merger agreement among Foothills, Brasada and
                    the acquisition subsidiary (the "Merger Agreement") will
                    contain customary representations and warranties for a
                    transaction of this type reasonably satisfactory to Brasada,
                    including representations, warranties and covenants to
                    Brasada that on the date of the Merger Agreement and on the
                    Closing Date, Foothills and the acquisition subsidiary, as
                    applicable:

<page>

   Item             Description
------------------  --------------------------------------------------------

                    (a)  is a US corporation in good standing whose shares are
                         registered under the Securities Exchange Act of 1934
                         and are presently eligible for quotation on the NASD
                         OTC Bulletin Board;

                    (b)  has complied with all applicable material federal and
                         state securities laws and regulations, including being
                         current in all of its reporting obligations under
                         federal securities laws and regulations;

                    (c)  has not, and the past and present officers, directors
                         and affiliates of Foothills have not, been the subject
                         of, nor does any officer or director of Foothills have
                         any reason to believe that Foothills or any of its
                         officers, directors or affiliates will be the subject
                         of, any civil or criminal proceeding or investigation
                         by any federal or state agency alleging a violation of
                         securities laws;

                    (d)  has not been the subject of any voluntary or
                         involuntary bankruptcy proceeding, nor has it been a
                         party to any material litigation;

                    (e)  has not, and the past and present officers, directors
                         and affiliates of Foothills have not, been the subject
                         of, nor does any officer or director of Foothills have
                         any reason to believe that Foothills or any of its
                         officers, directors or affiliates will be the subject
                         of, any civil, criminal or administrative investigation
                         or proceeding brought by any federal or state agency
                         having regulatory authority over such entity;

                    (f)  will discontinue all of its business operations without
                         any material adverse effect upon Foothills, and
                         Foothills has no material liabilities, contingent or
                         otherwise in any way related to any such business
                         operations; and

                    (g)  does not, on the Closing Date, have any liabilities,
                         contingent or otherwise, including but not limited to
                         notes payable and accounts payable, and is not a party
                         to any executory agreements.

                    The Merger Agreement will contain customary indemnification
                    provisions to secure breaches of representations and
                    warranties reasonably satisfactory to the parties. Such
                    provisions shall provide, among other things, that the
                    stockholders of Brasada as of the day of execution of this
                    Term Sheet shall initially receive in the Merger ninety five
                    percent (95%) of the shares to which such stockholder is
                    entitled, with the remaining five percent (5%) of such
                    shares being held in escrow for two (2) years to satisfy
                    post Closing claims for indemnification by Foothills. The
                    Merger Agreement will also contain a provision providing for
                    a post-Closing share adjustment against which claims for
                    indemnity may be made by the stockholders of Brasada.
                    Pursuant to the provision, 2,000,000 shares of Common Stock
                    will be issued by Foothills and held in escrow and released
                    to the stockholders of Brasada during the two (2) year
                    period following the Closing Date for breaches of
                    representations and warranties made by Foothills in the
                    Merger Agreement which result in third party claims (the
                    "Escrowed Shares"). In the event no breaches of

<page>

   Item             Description
------------------- --------------------------------------------------------

                    representations and warranties involving third party claims
                    arise within the two (2) year period, the Escrowed Shares
                    will be cancelled. These post-Closing share adjustment
                    mechanisms shall be the sole source of security against
                    which claims for indemnity may be made by the parties.

3.  Private  Placement  Offering,
Foothills  Debentures  and Bridge
Financing:

                    The terms of the Seven Million Dollar ($7,000,000) private
                    placement offering will consist of 8,750,000 "Units",
                    offered pursuant to Regulation D of the Securities Act and
                    any and all applicable state securities laws, each Unit
                    comprised of: (i) one (1) share of Common Stock at $0.80 per
                    share, and (ii) one (1) warrant to purchase Common Stock at
                    $1.25 per share for five (5) years for every four (4) Units
                    purchased (the "Warrants") in the offering (the "PPO").

                    In addition, Foothills shall offer and sell up to Two
                    Million Five Hundred Thousand Dollars ($2,500,000) principal
                    amount of its debentures ("Foothills Debentures") to a
                    limited number of sophisticated investors pursuant to
                    Regulation D. The Foothills Debentures will be unsecured,
                    will bear interest at the rate of nine percent (9%) per
                    annum, which interest shall begin to accrue commencing 120
                    days from issuance, and will be for a term of three years.
                    The Foothills Debentures will be payable in consecutive
                    monthly installments of principal and interest, commencing
                    120 days from the date of their issuance. The Foothills
                    Debentures will become convertible and will automatically
                    convert, as to their outstanding principal amount, into
                    Units upon the simultaneous closing of the Merger and the
                    PPO. In addition, the Foothills Debentures will become
                    convertible, at the option of the holder, seventy (70) days
                    after the earlier of (i) termination of the Exclusivity
                    Period, if the Closing shall not have occurred by such date
                    or (ii) the date of termination or abandonment of the
                    Transactions prior to the end of the Exclusivity Period. The
                    Foothills Debentures will convert into Units at a conversion
                    price equal to the price per Unit in the PPO.

                    Subject to a "use of proceeds", Foothills shall use the
                    $2,500,000 of the proceeds derived from its issuance of the
                    Foothills Debentures to provide bridge financing ("Bridge
                    Financing") to Brasada to enable it to meet specific working
                    capital requirements to be defined and agreed upon by
                    Brasada and Foothills.

                    The Bridge Financing will be evidenced by a Bridge Note
                    ("Bridge Note") and related documents. The Bridge Note will
                    be for a term of one hundred and twenty (120) days from the
                    closing of the Bridge Financing (the "Due Date"), and will
                    bear interest at the rate of nine percent (9%) per annum.
                    The Bridge Note will be secured by a perfected security
                    interest and first lien on all of the assets of Brasada and
                    all of its subsidiaries, as well as by the deposit into
                    escrow of (i) shares representing the entire equity interest
                    of each of Brasada's subsidiaries (the "Subsidiary Shares")
                    and (ii) such number of shares (the "Bridge Escrow Shares")
                    as shall equal fifty one percent (51%) of the issued and
<page>

   Item              Description
------------------  --------------------------------------------------------

                    outstanding common stock of Brasada. Gottbetter & Partners,
                    LLP ("G&P)" shall serve as escrow agent with respect to the
                    Bridge Escrow Shares and the Subsidiary Shares. The security
                    interest will be released, and the Bridge Escrow Shares and
                    the Subsidiary Shares will be released from Escrow, upon the
                    repayment in full of the Bridge Note, it being understood
                    that the Closing of the Merger shall be deemed to constitute
                    such repayment in full.

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

                    Upon the occurrence of an event of default under the Bridge
                    Note, including but not limited to any failure to consummate
                    the Merger prior to the Due Date, the interest rate on the
                    Bridge Note shall increase to fifteen percent (15%) per
                    annum, and Foothills shall be entitled to (i) foreclose on
                    the security interest and (ii) be delivered the Bridge
                    Escrow Shares and the Subsidiary Shares by G&P.

4. Finders' Fees

                    Foothills agrees to pay a cash fee of up to five percent
                    (5%) of the gross proceeds received from the PPO at Closing
                    to persons who make introductions of offerrees to the PPO
                    ("Cash Finders' Fee"). It is contemplated that the parties
                    and any finder will agree to execute a separate agreement in
                    accordance with customary industry terms and conditions
                    reasonably satisfactory to Brasada which reflects the
                    aforementioned agreement. The parties acknowledge that GEM
                    Advisors, Inc has provided valuable services in connection
                    with the Transactions and that GEM shall be paid a finder's
                    fee in the form of Five Hundred Thousand (500,000) newly
                    issued shares of Common Stock to be issued upon Closing (the
                    "Finder's Fee Shares"). It is contemplated that Brasada,
                    Foothills and GEM will agree to execute a separate agreement
                    in accordance with customary industry terms and conditions
                    which reflects the aforementioned agreement.

5.  Consideration:
                    In consideration for the Merger, the shareholders of Brasada
                    shall receive in the aggregate Eighteen Million (18,000,000)
                    shares of Common Stock of Foothills in exchange for all the
                    outstanding shares of capital stock of Brasada. The shares
                    of Common Stock of Foothills received by the stockholders of
                    Brasada shall represent forty five percent (45.0%) ownership
                    of the shares of Common Stock of Foothills on a fully
                    diluted basis after giving effect to the Merger and the
                    shares issued in the PPO, but not including the Warrants in
                    the PPO, the Finder's Fee Shares or the shares granted under
                    the ESOP.

                    The investors in the PPO will own 8,750,000 shares of Common
                    Stock of Foothills representing 21.9% of the shares of
                    Common Stock of Foothills on a fully diluted basis after
                    giving effect to the Merger and the shares issued in the
                    PPO, but not including the Warrants in the PPO, the Finder's
                    Fee Shares or the shares granted under the ESOP.

<page>

   Item             Description
------------------  --------------------------------------------------------

                    In consideration for the Merger, the stockholders of
                    Foothills will retain 13,250,000 shares of Common Stock of
                    Foothills representing 33.1% of the shares of Common Stock
                    of Foothills on a fully diluted basis after giving effect to
                    the Merger and the shares issued in the PPO, but not
                    including the Warrants in the PPO, the Finder's Fee Shares
                    or the shares granted under the ESOP.

                    Subject to the cancellation of the Escrowed Shares, as
                    provided above, the total shares of Common Stock of
                    Foothills outstanding after giving effect to the
                    Transactions on a fully diluted basis will be 44,687,500

6. Financial Statements of
Brasada:

                    On or prior to the Closing Date, Brasada shall provide 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 Foothills' SEC and other filings. An SEC "peer
                    reviewed" auditor shall undertake all audit work for Brasada
                    and all costs thereof shall be born exclusively by Brasada.

7. Signing Date:
                    The definitive merger agreement (the "Merger Agreement")
                    must be signed on or before the last day of the Exclusivity
                    Period (hereinafter defined). The Merger Agreement shall
                    contain such terms and provisions as shall be mutually
                    agreed upon between Brasada and Foothills consistent with
                    the provisions of this Term Sheet.

8.  Board of Directors:
                    Immediately following the Closing Date, the Board of
                    Directors shall consist of five (5) members. On the Closing
                    Date, all of the current officers and directors of Foothills
                    shall resign and, simultaneously therewith, appoint a new
                    Board of Directors and such executive officers as shall be
                    determined solely by Brasada. Foothills shall have the right
                    to appoint one (1) member of the five new members of the
                    Board of Directors.

9.  Restriction on Sale:
                    All securities issued pursuant to the Merger will be
                    "restricted" stock subject to all applicable re-sale
                    restrictions specified by federal and state securities laws.
                    Following the closing of the PPO, all officers and directors
                    of Foothills shall be subject to such additional
                    restrictions on their ability to pledge, sell, hypothecate
                    or otherwise transfer their Foothills securities as shall be
                    set forth in the Confidential Offering Memorandum relating
                    to the PPO.

10.  Conditions to
Closing:

                    The Merger shall include certain closing conditions
                    including the following: (i) consummation of all required
                    definitive instruments and agreements, including, but not
                    limited to, the Merger Agreement; (ii) obtaining all
                    necessary board, shareholder and third party consents; (iii)
                    satisfactory completion by Foothills and Brasada of all
                    necessary technical and legal due diligence; and (iv) the
                    completion of the offer and sale of the PPO.

<page>

   Item             Description
------------------  --------------------------------------------------------
11.  Pre-Closing
Covenants:
                    Foothills and Brasada shall each cooperate with each other
                    and use their reasonable efforts to execute and deliver the
                    Merger Agreement as soon as possible and to thereafter
                    satisfy each of the conditions to closing specified therein.

12.  Other Agreements

                    Each of Dennis B. Tower, W. Kirk Bosche and John L. Moran
                    shall have employment agreements under terms and conditions
                    reasonably and mutually satisfactory to Brasada, Foothills
                    and Tower, Bosche and Moran, as applicable.

13.  Closing Costs:

                    All fees and expenses relating to the Transactions,
                    including but not limited to legal and accounting fees, will
                    be payable at or before Closing in accordance with the terms
                    of the agreements related to such costs. The Parties
                    acknowledge and understand that G&P has been engaged by
                    Foothills to serve as its securities counsel ("G&P
                    Retainer") prior to the Closing Date and that fees and
                    expenses of G&P and its vendors and contractors, whether or
                    not incurred by Foothills, will be payable at and from
                    Closing.

14.  Exclusivity:

                    From and after the date of execution of this Term Sheet and
                    during a period of one hundred twenty (120) days thereafter
                    (the "Exclusivity Period"), Brasada hereby agrees that it
                    will not issue, or enter into any commitments or agreements
                    to issue, any securities of Brasada, other than as expressly
                    contemplated by this Term Sheet, enter into any agreement or
                    consummate any transaction with any third party, in whatever
                    form (including, without limitation, joint venture, sale,
                    license, distribution agreement, etc.) or enter into any
                    other transaction that would preclude the consummation of
                    the Merger Agreement consistent with the terms set forth in
                    this Term Sheet and Foothills, TCG and their affiliates
                    hereby agree that they will not discuss, enter into or
                    consummate with any third party any transaction with a
                    business entity engaged in the same lines of business as
                    Brasada during the Exclusivity Period. In addition, Brasada
                    shall ensure that during the Exclusivity Period the Brasada
                    shareholders will not sell, hypothecate or otherwise
                    transfer, any of their Brasada securities, or enter into any
                    commitments or agreements to so transfer. It is acknowledged
                    and agreed that Foothills and Brasada will incur significant
                    legal and other costs and expenses in connection with the
                    negotiation of the Transaction and certain related due
                    diligence activities.

15.  Use of Proceeds

                    Foothills shall receive the gross proceeds from the PPO,
                    less any Cash Finders' Fees and the legal and accounting
                    fees of Foothills, as set forth herein. $1,000,000 of the
                    gross proceeds will be utilized for an investor relations
                    program approved by Foothills, Brasada and TCG and the
                    balance of the gross proceeds will be used for general
                    working capital purposes; provided, however, that $2,500,000
                    of such gross proceeds shall be used to provide the Bridge
                    Financing, as provided in Section 3 of this Term Sheet.

16.  Termination  and  Effects of
Termination
                    The obligations of Brasada and TCG to each other under this
                    Term Sheet shall terminate upon the first to occur of (x)
                    the expiration of the Exclusivity Period or (y) the
                    execution and delivery of a Merger Agreement among Brasada,
                    Foothills and the acquisition subsidiary, provided that the
                    provisions and obligations of the parties created by
                    Sections 17, 18, and 19 shall survive the termination of
                    this Term Sheet in any event.

<page>

   Item             Description
------------------  --------------------------------------------------------
17.  Governing  Law  and
Jurisdiction

                    This Agreement shall be governed and construed in accordance
                    with the laws of the State of New York, without giving
                    effect to principles of conflicts or choice of laws thereof.
                    The Parties consent to the nonexclusive jurisdiction of the
                    state and federal courts located in the State of New York,
                    and the County of New York, and hereby waive any defense to
                    such jurisdiction, including any defense based on venue or
                    inconvenient forum.

18.  Confidentiality
                    Each of the parties to this Term Sheet agrees to maintain
                    the confidentiality of the terms of this Term Sheet and the
                    Transaction, and not to use any information it may learn
                    about the other party for any purpose other than to
                    consummate the Transaction. Further, no disclosure of any
                    information concerning this Term Sheet, the Transaction or
                    any confidential information of the delivering party bearing
                    a label "confidential" or any similar marking shall be
                    disclosed to any other person unless and until such person
                    shall have first executed and delivered a written
                    confidentiality agreement by which such person agrees to
                    hold in confidence all such confidential information (unless
                    by operation of law or pre-existing agreement, such person
                    is already bound by such confidentiality obligations.

19.  Notices
                    Any notices desired, required or permitted to be given
                    hereunder shall be delivered personally or mailed, certified
                    or registered mail, return receipt requested, or delivered
                    by overnight courier service, to the following addresses, or
                    such other addresses as shall be given by notice delivered
                    hereunder, and shall be deemed to have been given upon
                    delivery, if delivered personally, four (4) days after
                    mailing, if mailed, or one (1) business day after timely
                    delivery to the overnight courier service, if delivered by
                    overnight courier service: (i) if to TCG, to 802 Grand
                    Pavillion, 1st Fl., P.O. Box 30543 SMB, Grand Cayman, Cayman
                    Islands, BWI, Attention: Mr. Mark Tompkins, (ii) if to
                    Brasada, to the address first written above, with a copy to
                    McGuireWoods LLP, 1345 Avenue of the Americas, 7th Floor,
                    New York, New York 10105, Attention: Louis W. Zehil, Esq.
                    and Mr. Kirk Bosche, 14619 Carols Way Drive, Houston, Texas
                    77070; and (iii) if to Foothills, to Candiana Lodge,
                    Wellfield C1, Coads Green, Launceston, Cornwall, England,
                    Attention: J. Earl Terris with a copy to Gottbetter &
                    Partners, LLP, 488 Madison Ave., 12th Fl., New York, NY
                    10022, Attention: Adam S. Gottbetter, Esq.


20.   Registration
                    Promptly, but no later than one hundred twenty (120)
                    calendar days after the Closing Date of the Merger, Brasada
                    shall file a registration statement (on Form SB-2, or
                    similar form) with the SEC covering the shares of Common
                    Stock issued in connection with the PPO (including the
                    shares of Common Stock underlying the Warrants) (the
                    "Registration Statement"). Brasada shall use its best
                    efforts to ensure that such Registration Statement is
                    declared effective within one hundred twenty (120) calendar
                    days of filing with the SEC. There shall be customary
                    penalties if Brasada is late in filing the Registration
<page>

   Item             Description
------------------  --------------------------------------------------------

                    Statement or if the Registration Statement is not declared
                    effective within one hundred twenty (120) days of filing
                    with the SEC. Brasada shall keep the Registration Statement
                    "Evergreen" for two (2) years from the date it is declared
                    effective by the SEC or until Rule 144(k) of the Securities
                    Act of 1933, as amended, is available to the PPO investors
                    with respect to all of their shares, whichever is earlier.


                    [Signature Page to Immediately Follow]

<page>

         This Term Sheet sets forth the principal  terms of the  Transaction and
constitutes a binding contract on the part of the parties hereto,  including but
not limited to the  covenant  of the  parties  set forth above in the  paragraph
titled "Exclusivity".  Any other binding obligation of Brasada or Foothills with
respect  to the  Transaction  not set  forth  herein  shall  be  subject  to the
execution  and  delivery  of  the  definitive   Merger   Agreement  and  related
Transaction  documentation.  This  Term  Sheet  may be  executed  in one or more
counterparts,  with  the same  effect  as if all  parties  had  signed  the same
document.   In  the  event  that  any   signature   is  delivered  by  facsimile
transmission, such signature shall created a valid and binding obligation of the
party  executing  the same with the same force and  effect as if such  facsimile
signature page was an original thereof.

           Please do not  hesitate  to contact  me to  discuss  the terms of the
proposed  Transaction or to respond to any questions that may arise with respect
to this  Term  Sheet.  We look  forward  to  working  with you to  complete  the
Transaction  successfully  and  expeditiously.  If the foregoing  correctly sets
forth your  understanding,  please evidence your agreement to this Term Sheet by
executing a copy of this Term Sheet in the space set forth below.



AGREED TO AND ACCEPTED:

As of this 15th day of February, 2006



Foothills Resources, Inc.


By:  _________________________


Name:    Mr. J. Earl Terris


Tompkins Capital Group


              By: __________________________
              Name:   Mr. Mark Tompkins
              Title:       President

Brasada Resources LLC


              By: __________________________
              Name:      Mr. Dennis B. Tower
              Title:     Chief Executive Officer