LETTER OF INTENT

December 5, 2000

Mr. Thomas J. McMinn
Mr. Gary L. Chitty
Diasu Oil & Gas Company, Inc.
4422 FM 1960, Suite 400
Houston, TX  77069

Dear Messrs. Chitty & McMinn:

Trinity Energy Resources,  Inc. ("Trinity"),  (Buyer), is pleased to submit this
Letter  of  Intent  to enter  into a formal  and  definitive  purchase  and sale
agreement (the  "Agreement") to purchase the Stock of Diasu Oil and Gas Company,
Inc. ("Diasu") on the following terms and conditions, subject to the approval of
Trinity's board of directors:

          1.   Each  of  you,  as the  only  holders  of all of the  issued  and
               outstanding  shares of the capital stock of Diasu,  which Trinity
               understands  consists solely of the Common Stock owned by the two
               of you,  will sell all of that  capital  stock to Trinity,  or to
               such entity as may be selected by Trinity. Although structured as
               a stock purchase and sale,  Closing is made specifically  subject
               to the  ownership by Diasu,  at the Closing  Date,  of the assets
               specified  in this  Letter  of  Intent.  Diasu's  assets  will be
               distributed by the purchaser of the stock to Trinity at Closing.

          2.   The effective  date  ("Effective  Date") of the sale of the Stock
               shall be November 1, 2000. The closing of the  transaction  shall
               be at a date and time  mutually  agreed  upon  ("Closing  Date").
               However,  the parties  agree that time is of the essence and will
               attempt to close on or before December 29, 2000. In the event the
               closing  fails  to occur  on or  before  January  20,  2001,  the
               Effective Date of the sale shall be changed to December 1, 2000.

          3.   It is agreed that the sale price  associated with the transaction
               shall  be  Four  Million  Dollars  ($4,000,000),   whereby  Three
               million,  six hundred thousand dollars  ($3,600,000.00)  shall be
               paid in cash  and Four  Hundred  Thousand  Dollars  ($400,000.00)
               shall be paid in equity  equivalent in Trinity Common Stock, with
               adjustments for Diasu's net working capital at the Effective Date
               and other items set forth in paragraph 4 below.  The valuation of
               Trinity  Common  Stock  shall be  calculated  on the  basis of an
               average of the closing  price of Trinity  Common Stock related to
               the last 20 trading sessions before the closing date. If there be
               any  adjustments  to  purchase  price  for  any  of  the  reasons
               described below, adjustments will relate to the cash component of
               the purchase price, not the equity component.


<PAGE>

          4.   At closing,  Diasu's net working capital as of the Effective Date
               shall be determined. Net working capital shall mean:

                    a)   the   aggregate   of  all  cash,   notes  and  accounts
                         receivable that are collectible in the normal course of
                         business  and that are not more  than 90 days past due,
                         with Trinity assuming that none currently exist past 90
                         days prior to closing,  accrued revenues (including oil
                         or  condensate  in  the  tanks)   attributable  to  the
                         production from Diasu's oil and gas properties prior to
                         the  Effective   Date  and  other  current   assets  as
                         determined  according to generally accepted  accounting
                         principles (GAAP), less ---- the aggregate of all notes
                         payable,  trade payables, and other current liabilities
                         and  indebtedness  of  Diasu  determined  according  to
                         generally accepted accounting principles.

              Diasu's net working capital as of the Effective Date, if positive,
              shall be added to the purchase  price,  or if  negative,  shall be
              deducted from the purchase  price.  The  following  items shall be
              downward or upward adjustments to the purchase price:

                    i)   the value  attributable to gas imbalances,  if Diasu is
                         overproduced or underproduced;

                    ii)  the value of title defects or interest  adjustments  to
                         Diasu's oil and gas properties;

                    iii) the amount of any  dividends or  distributions  made to
                         the partners of Diasu  between the  Effective  Date and
                         the Closing Date (the "Interim Period");

                    iv)  the value of any asset or item of  inventory  described
                         in Exhibit A disposed of during the Interim Period; and

                    v)   the amount of any extraordinary  salary,  wage, bonuses
                         or  compensation  paid to the  partners or any officer,
                         director,  or  employee  of Diasu  during  the  Interim
                         Period.

          5.   A full  description  of assets is  provided  in  Exhibit A. It is
               understood  by Buyers  as well as by each of you that only  those
               assets  included  in  Exhibit  A,  attached   hereto,   shall  be
               considered  assets of Diasu with respect to this  agreement.  Any
               property  or  asset  not  included  in  Exhibit  A is  explicitly
               understood  not  to be a  part  of  the  asset  transfer.  Assets
               included in the purchase  shall include all oil and gas producing
               equipment,  fixtures,  plants,  pipelines  and other such typical
               oilfield  devices,  limited,  however,  to  equipment,  fixtures,
               plants,   pipelines  and  other  such  typical  oilfield  devices
               associated  with  properties  described  in  Exhibit  A.  Project
               related well,  land, legal and production files are considered to
               be critical  operational files, and will be arranged for delivery
               to Trinity  offices as soon as  practicable  upon closing.  Diasu
               office furnishings,  fixtures,  computers,  computer software and
               supplies  and  equipment  will  not  be  included  in  the  asset
               transfer.


                                        2

<PAGE>

          6.   Diasu  presently has a debt facility in place which is secured by
               the  personal  guarantee  of Messrs.  McMinn and Chitty.  Trinity
               agrees to retire the debt facility on or before closing.

          7.   Diasu is the trustee of the Diasu Oil & Gas Company, Inc. Pension
               Plan and  Trust  and the Diasu  Oil & Gas  Company,  Inc.  Profit
               Sharing  Plan  and  Trust  (collectively  the  "Plans").  Trinity
               understands and agrees that the Plans and the assets of the Plans
               are solely for the designated beneficiaries of the Plans and that
               neither the Plans nor the assets of the Plans will be part of the
               assets being  disposed of by Diasu.  Trinity  agrees to cause the
               beneficiaries  of the Plan to affect a rollover of the Plans to a
               successor  and/or other  retirement or benefit  account  within a
               reasonable  amount  of time  subsequent  to  closing.  After  the
               Closing Date,  Trinity shall have no obligations  with respect to
               the Plans, as trustee or otherwise,  and each of you, jointly and
               severally, agrees to indemnify and hold Trinity harmless from any
               claims,  damages or losses  asserted  by any  beneficiary  of the
               Plans  with  respect to any of the  Plans.  Furthermore,  Trinity
               shall not be or become a plan  administrator,  fiduciary or other
               responsible  person  under  ERISA,  and each of you,  jointly and
               severally, agrees to indemnify and hold Trinity harmless from any
               claims,  damages or losses  asserted by any  governmental  agency
               with respect to any of the Plans.

          8.   Diasu is the owner of certain Life Insurance  policies on Messrs.
               McMinn and Chitty.  The buyers understand and agree that all life
               insurance  policies  owned by Diasu are solely for the benefit of
               McMinn and Chitty and will be transferred to them,  respectively,
               at or before closing.

          9.   The parties  agree that  effective as of the Closing Date Trinity
               will have the option, in accordance with existing Joint Operating
               Agreements,  to  replace  Diasu  as  operator  of the oil and gas
               producing  property  assets  currently  being  operated by Diasu.
               Joint Operating Agreements currently in force will be honored and
               binding upon Trinity.

          10.  Upon  execution of this letter of Intent,  Trinity  agrees to pay
               earnest   money  in  the   amount  of  Forty   thousand   dollars
               ($40,000.00).   Said  earnest  money  will  provide  Trinity  the
               exclusive option to review, for a period of 45 days from the date
               of this agreement,  all pertinent  materials  required to satisfy
               due diligence  investigation  for the transaction.  The exclusive
               review  period may be extended upon mutual  written  agreement of
               the parties. Appropriate agreed upon extensions, if granted, will
               be granted  requiring no  additional  earnest money from Trinity.
               The earnest money will be non-refundable,  but applicable against
               the cash portion of the purchase price, except in the case of the
               following:


                                        3

<PAGE>

               a.   due  diligence  reviews   establish   unacceptable  risk  in
                    environmental, field mechanical operations, material changes
                    in  reservoir   performance   expectations  as  compared  to
                    engineered  reserves  calculated  by the buyer to date,  and
                    other  conditions  identified to be in material  contrast to
                    those  described  by the  seller  prior  to the date of this
                    agreement.

               b.   a  non-closable  condition  is  identified  due to incurable
                    title defects.

               c.   The  value of  adjustments  due to title  defects,  interest
                    adjustments,  or  changes  in value of any nature to the oil
                    and gas  properties  listed in  Exhibit A exceeds  1% of the
                    agreed upon purchase price.

If a. or b. c. above  occur,  then  Trinity or Diasu each  reserve  the right to
terminate this agreement and the earnest money will be returned to Trinity.

               11.  Upon  execution  of this  agreement,  Trinity will have full
                    access to all exploration,  production,  financial and legal
                    records of Diasu which are relevant to the completion of due
                    diligence  reviews of the purchase.  Given that Trinity is a
                    publicly traded  company,  an audit of Diasu's books will be
                    required to satisfy  reporting  requirements.  An outline of
                    potential due diligence  review areas is attached as Exhibit
                    B. Diasu also  agrees to  provide  free  access to all field
                    production facilities which relate to the transaction; where
                    appropriate,  Diasu  personnel  will be  available to escort
                    reviewers into sensitive or restricted areas.

               12.  Prior to closing,  Diasu shall  maintain and operate its oil
                    and  gas  properties  in  a  good  and  workmanlike   manner
                    consistent  with  prudent and  generally  accepted  oilfield
                    practices.  Diasu shall not sell, dispose, pledge, mortgage,
                    hypothecate or otherwise transfer or encumber the properties
                    listed in Exhibit A, or its interest in them without written
                    consent  of  Trinity.  If any of the  properties  listed  in
                    Exhibit A are sold or transferred,  the purchase price shall
                    be  reduced  accordingly  by the  value,  as  calculated  by
                    Trinity, of any properties being sold or transferred.

               13.  The  parties  agree to keep  this  transaction  confidential
                    among  the  parties,   except  as  may  be  appropriate  for
                    Securities and Exchange Commission reporting requirements on
                    the  part  of  Trinity.   Diasu  further  agrees  that  upon
                    acceptance  of  this  Letter  of  Intent  and as long as the
                    Letter is in effect, it will not enter into any negotiations
                    with any other potential buyers of the properties  listed in
                    Exhibit A.

               14.  Representations  and warranties  shall be made by Diasu,  to
                    the best of its  current  knowledge,  and/or  its  principal
                    shareholders,  subject to mutually  satisfactory  exceptions
                    and caveats that shall include the following:


                                        4

<PAGE>

               A.   The financial  statements of Diasu for each of the last five
                    years and whether the financial  statements fairly represent
                    the  financial   condition  and  results  of  the  company's
                    operations,  as of the dates and for the periods  indicated,
                    in accordance with generally accepted  accounting  standards
                    and the  absence of specific  changes  since the most recent
                    balance  sheet  date.  All  disclosures  shall  be  made  of
                    differences   from  the  GAAP   method  of   accounting   if
                    applicable.

               B.   The status of all taxes and tax  returns  that must be filed
                    by Diasu,  as well as the adequacy of provisions for accrued
                    taxes.

               C.   The  status of all  leases,  contracts  and  obligations  of
                    Diasu.

               D.   The  status,  existence  and proper  description  of Diasu's
                    assets, inventories, accounts receivable and net worth.

               E.   The execution  and  performance  of the  Agreement  will not
                    violate  or breach  any  other  contract,  order,  judgment,
                    articles  of   incorporation,   by  laws  or   shareholders'
                    agreement involving Diasu or to which Diasu is a party.

               F.   The absence of any material  misstatements or omissions with
                    respect to Diasu.

               G.   Such  other  representations  and  warranties,  that,  after
                    investigation of Diasu by Buyers, Buyers deem appropriate.

     15.  Buyers'  obligation  to close the  Agreement  shall be  subject to the
          following conditions to be performed by Diasu on or before the closing
          date:

          A.   That the  representations  and  warranties  made by Diasu and its
               principal  shareholders are true in all material respects and all
               covenants  and  agreements  required to be  performed by Diasu or
               others are performed.

          B.   That  appropriate  opinions  of  counsel  are  delivered  to  the
               parties.


                                        5

<PAGE>

          C.   That no material adverse change occurs in the business affairs or
               financial  condition  of Diasu  since the date of  signing of the
               Agreement.

          D.   That  all  corporate  and   stockholder   actions  and  approvals
               necessary to consummate  this  transaction  are properly taken by
               Diasu.

          E.   That the  transaction  close by a date  not  later  than the date
               stated  herein  unless  mutually  agreed  to in  writing  by  the
               parties.

          F.   That Diasu and its  principal  shareholders  execute an agreement
               satisfactory   to  Buyers  in  which  Diasu  and  its   principal
               shareholders agree to hold harmless and indemnify Buyers from any
               liability or costs  relating to acts,  omissions or  transactions
               occurring  on  or  before  the  closing   date,   including   the
               transactions  contemplated in this letter of intent,  or relating
               to incorrect  representations  and  warranties.  All  obligations
               related to the leases,  contracts  and  operations  of properties
               listed on Exhibit A, will be excluded from this indemnity.

          G.   The  representations,  warranties  and covenants of Diasu and its
               principal  shareholders  shall survive the date of the sale for a
               period of three years.

          H.   Such other conditions to which the parties mutually agree.

     16.  This Letter of Intent is not intended to be a binding agreement except
          that the terms of  paragraphs  3, 10 and 13 shall become  binding upon
          acceptance  of this  letter  of  intent  and no party  shall  have any
          liability or obligation to any other party nor any rights  against any
          other party arising out of this letter of intent.

     17.  In the event that the  Definitive  Purchase and Sale  Agreement is not
          executed and Closing  does by January 31, 2001,  this Letter of Intent
          shall terminate unless extended in writing by both parties.

     18.  This Letter of Intent  shall remain open to Diasu's  acceptance  until
          10:00 A.M., Thursday, December 7, 2000.


                                        6

<PAGE>

Please  indicate  your  acceptance  of the  terms  herein by  signing  below and
returning the executed copy to me at your earliest convenience.

Sincerely,


/s/ Dennis E. Hedke
------------------------
Dennis E. Hedke
Acting President & CEO




ACCEPTED, This  6th  day of December, 2000


DIASU OIL AND GAS COMPANY, INC.



/s/ Thomas J. McMinn                        /s/ Gary L. Chitty
----------------------------------          ------------------------------
by Thomas J. McMinn/Title                   by Gary L. Chitty/Title


<PAGE>

                                                                       EXHIBIT A



        DIASU OIL & GAS CO., INC.


     WELL SUMMARY



<TABLE>
<CAPTION>
         LEASE                FIELD          COUNTY/PARISH     STATE       WORKING INTEREST        NET REVENUE INTEREST


                                                                                  %                         %


<S>           <C>                                                               <C>                      <C>
Dawson Heirs #1         Bourg             Terrebonne             LA             87.50                    64.7499

L.M. Broussard #1       Abbeville         Vermilion              LA             18.18                    13.6862

Constantine #1          Leeville          Lafourche              LA             89.38                    67.0313

Constantine #2          Leeville          Lafourche              LA             57.12                    38.6509

L L & E #2              Leeville          Lafourche              LA             41.67                    29.0000

Barrow #1               Leeville          Lafourche              LA             28.92                    20.2417

Barrow #5               Leeville          Lafourche              LA             35.58                    24.9080

Barrow #2 (wellbore onlyLeeville          Lafourche              LA             16.70                       --

Barrow #4 (wellbore onlyLeeville          Lafourche              LA             35.42                       --

State Lease 12805       Breton Sound      Plaquemines            LA             66.67                    49.3333

Ocker Trust #1          Lake Burgintine   Aransas                TX              7.00                     5.2500

Keystone Mills #1       Conroe            Montgomery             TX             50.00                    37.5000

W.P. McComb #1          Conroe            Montgomery             TX             33.33                    24.9998

Morgan Creek #1         Bob Smith         Roberson               TX             95.00                    68.6750

Sager #1                Perryton          Ochiltree              TX              3.50                     2.8000

Buszkiewic #1           Ash Creek         Sheridan               WY             52.50                    45.9375

Buszkiewic #2           Ash Creek         Sheridan               WY             52.50                    45.9375

Hallworth #1            Ash Creek         Sheridan               WY             52.50                    45.9375

Hallworth #2            Ash Creek         Sheridan               WY             52.50                    45.9375

Hallworth #3            Ash Creek         Sheridan               WY             52.50                    45.9375

Hallworth #5            Ash Creek         Sheridan               WY             52.50                    45.9375

Hallworth #6 (SWD)      Ash Creek         Sheridan               WY             52.50                       --

Hallworth #7 (SWD)      Ash Creek         Sheridan               WY             52.50                       --

Hallworth #8            Ash Creek         Sheridan               WY             52.50                    45.9375

Hallworth #10 (SWD)     Ash Creek         Sheridan               WY             52.50                       --

JV States #B1         Ash Creek         Sheridan               WY               52.50                    45.9375

JV States #C1         Ash Creek         Sheridan               WY               52.50                    44.7891

JV States #C2         Ash Creek         Sheridan               WY               52.50                    44.7891
</TABLE>


<PAGE>

                                    EXHIBIT B

                          DUE DILIGENCE REVIEW OUTLINE

                                      INDEX

A.       LAND AND LAND RECORDS
B.       EXPLORATION/EXPLOITATION
C.       PRODUCTION OPERATIONS
D.       FIELD OFFICE FACILITES
E.       DRILLING
F.       RESERVOIR ENGINEERING
G.       CONSTRUCTION
H.       JOINT VENTURE OPERATIONS
I.       ENVIRONMENTAL/REGULATORY
J.       SAFETY
K.       INVENTORY
L.       EMPLOYEE RELATIONS
M.       GAS SALES
N.       GENERAL ACCOUNTING
O.       JOINT VENTURE OPERATIONS
P.       GENERAL ACCOUNTING
Q.       TAX
R.       AFE CONTROL AND EXPENDITURE REPORTING
S.       AUDITS
T.       MANAGEMENT INFORMATION SERVICES
U.       TELECOMMUNICATIONS
V.       PURCHASING
W.       LEGAL
X.       INSURANCE
Y.       PROPERTY MANAGEMENT BOOK