CHANGE IN CONTROL / SEVERANCE / RETENTION AGREEMENT

CHANGE IN CONTROL /

SEVERANCE / RETENTION AGREEMENT

This Agreement, dated as of October 1, 2008 (“ Effective Date ”), is entered into between Foothills Resources, Inc., a corporation organized under the laws of the State of Nevada (“ Foothills ”), and Michael L. Moustakis (the “ Employee ”).

RECITALS

WHEREAS, the Board of Directors of the Company (the “ Board ”) recognizes that the possibility of a Change in Control (as hereinafter defined) exists and that the threat or the occurrence of a Change in Control can result in significant distractions to its key management personnel because of the uncertainties inherent in such a situation;

WHEREAS, the Board has determined that it is essential and in the best interest of the Company and its stockholders to retain the services of the Employee in the event of a threat or occurrence of a Change in Control and to ensure the Employee’s continued dedication and efforts in such event without undue concern for the Employee’s personal, financial and employment security; and

WHEREAS, in order to induce the Employee to remain in the employ of the Company in the event of a threat or the occurrence of a Change in Control, the Company desires to enter into this Agreement with the Employee to provide the Employee with certain benefits.

NOW, THEREFORE, in consideration of the respective agreements of the parties contained herein, it is agreed as follows:

1.       TERM OF AGREEMENT . This Agreement shall commence as of the Effective Date and shall continue in existence until June 30, 2009 (the “ Term ”).

2.      DEFINITIONS .

2.1.       Accrued Compensation . For purposes of this Agreement, “Accrued Compensation” shall mean an amount which shall include all amounts earned or accrued through the date of Termination, but not paid as of the date of Termination, including (i) base salary, (ii) reimbursement for reasonable and necessary expenses incurred by the Employee on behalf of the Company during the period ending on the date of Termination, and (iii) vacation pay.

2.2.       Base Amount . For purposes of this Agreement, “Base Amount” shall mean the Employee’s annual base salary at the rate in effect on October 1, 2008.

2.3.       Cause . For purposes of this Agreement, the Employee’s Termination from the Company for “Cause” shall mean a Termination by the Company as a result of:

(a)       the willful and continued failure of the Employee to perform substantially his duties and responsibilities for the Company (other than any such failure resulting from a Disability) after a written demand for substantial performance is delivered to the Employee by the Company, which specifically

identifies the manner in which the Company believes that the Employee has not substantially performed his duties and responsibilities, which willful and continued failure is not cured by the Employee within five (5) days of his receipt of such written demand;

(b)       the conviction of, or plea of guilty or nolo contendere to a felony, after the exhaustion of all available appeals; or

(c)       fraud, dishonesty, competition with the Company, unauthorized use of any of the Company’s or any of its subsidiary’s trade secrets or confidential information, or gross misconduct which is materially and demonstratively injurious to the Company.

2.4.       Change in Control . For purposes of this Agreement, a “Change in Control” shall mean any of the following events:

(a)       any Person (as defined below) becomes a “beneficial owner” as such term is used in Rule 13d-3 promulgated under the Securities Exchange Act of 1934 (the “ Exchange Act ”), either directly or indirectly, of fifty percent (50%) or more (as determined by the Board) of the Company’s stock entitled to vote in the election of directors. For purposes of this Agreement, the term “Person” is used as such term is used in Sections 13(d) and 14(d) of the Exchange Act; provided, however that, unless the Board determines to the contrary, the term shall not include the Company, any trustee or other fiduciary holding securities under an employee benefit plan of Company, or any corporation owned, directly or indirectly, by the stockholders of Company in substantially the same proportions as their ownership of stock of Company;

(b)       stockholders of the Company adopt a plan of complete or substantial liquidation or an agreement providing for the distribution of all or substantially all of its assets;

(c)       the Company is party to a merger, consolidation, tender offer, other form of business combination, unless the business of the Company is continued following any such transaction by a resulting entity (which may be, but need not be, the Company) and the stockholders of the Company immediately prior to such transaction (the “ Prior Shareholders ”) hold, directly or indirectly, at least fifty percent (50%) of the voting power of the resulting entity (there being excluded from the voting power held by the Prior Shareholders, but not from the total voting power of the resulting entity, any voting power received by Affiliates of a party to the transaction (other than the Company) in their capacities as stockholders of the Company); or

(d)       the Company sells or otherwise disposes of, in one or more transactions, assets comprising more than fifty percent (50%) of the fair market value of all of the Company’s assets.

2.5.       Company . For purposes of this Agreement, the “Company” shall mean Foothills and its subsidiaries and shall include Foothills’ “Successors and Assigns” (as hereinafter defined).

2.6.       Disability . For purposes of this Agreement, an Employee’s Termination for “Disability” shall mean a Termination by the Company as a result of a physical or mental disability that, in the Company’s

discretion, based upon the medical opinions of two (2) qualified physicians specializing in the area or areas of the Employee’s affliction, one of whom shall be chosen by the Company and one of whom shall be chosen by the Employee, prevents the performance by the Employee, with or without reasonable accommodation, of his duties and responsibilities hereunder for a continuous period of not less than three (3) consecutive months.

2.7.       Notice of Termination . For purposes of this Agreement, “Notice of Termination” shall mean a written notice of Termination of the Employee’s employment from the Company, which notice indicates the specific Termination provision in this Agreement relied upon and which sets forth in reasonable detail the facts and circumstances claimed to provide a basis for Termination of the Employee’s employment under the provision so indicated.

2.8.       Successors and Assigns . For purposes of this Agreement, “Successors and Assigns” shall mean a corporation or other entity to which Foothills transfers all or substantially all of its assets or any entity which is a successor to Foothills by reorganization, incorporation, merger, or any other similar business combination or transaction.

2.9.       Termination . For purposes of this Agreement, “Termination” shall mean either a Termination for Cause, Termination for Disability, Termination for Other Reason, or a Voluntary Termination, as applicable. A Termination is effective:

(a)       in the case of the Employee’s death, the Employee’s date of death;

(b)       in the case of Employee’s Termination for Cause or Disability, thirty (30) days from the date the Notice of Termination is given to the Employee, provided that, in the case of Disability, the Employee shall not have returned to the full-time performance of the Employee’s duties during such period of thirty (30) days; and

(c)