TRINITY ENERGY RESOURCES, INC.

                            SPECIAL COMPENSATION PLAN
                  FOR CERTAIN FORMER EMPLOYEES AND CONSULTANTS

1. Purpose

     The purpose of this Plan is to provide  compensation  in the form of Common
     Stock of the Company to eligible former employees and consultants that have
     previously  rendered  services or that will render services during the term
     of  this  Special  Compensation  Plan  for  Certain  Former  Employees  and
     Consultants (hereinafter referred to as the "Plan".)

2. Administration

     (a)  This Plan shall be administered by the Board of Directors who may from
          time to time issue orders or adopt resolutions,  not inconsistent with
          the provisions of this Plan, to interpret the provisions and supervise
          the   administration   of  this  Plan.  The  CFO  shall  make  initial
          determinations   as  to  which  former   employees  and   consultants,
          professionals  or advisors will be considered to receive  shares under
          this  Plan,  and will  provide a list to the Board of  Directors.  All
          final determinations shall be by the affirmative vote of a majority of
          the  members of the Board of  Directors  at a meeting  called for such
          purpose, or reduced to writing and signed by a majority of the members
          of the Board. Subject to the Corporation's  Bylaws, all decisions made
          by the Directors in selecting eligible former employees or consultants
          (hereinafter  referred  to as  "Plan  Recipients"),  establishing  the
          number of shares,  and construing the provisions of this Plan shall be
          final,   conclusive   and  binding  on  all  persons   including   the
          Corporation, shareholders, Employees and Consultants.

     (b)  The  Board  of  Directors  may from  time to time  appoint  a  special
          Committee,  consisting of at least one Director and one officer,  none
          of whom shall be eligible to  participate in the Plan while members of
          the  Committee.  The Board of Directors may delegate to such Committee
          power to select the  particular  Plan  Recipients  that are to receive
          shares,  and to determine the number of shares to be allocated to each
          such Plan Recipient.


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     (c)  If the SEC Rules and or regulations relating to the issuance of Common
          Stock  under a Form S-8 should  change  during the terms of this Plan,
          the Board of  Directors  shall  have the  power to alter  this Plan to
          conform to such changes.

3. Eligibility

     (a)  Shares shall be granted only to Former  Employees and  Consultants and
          Acquisition  Finders  that are within that class for which Form S-8 is
          applicable.

     (b)  No individual or entity shall be granted more than 1,000,000 shares of
          unrestricted Common Stock under this Plan.

4. Shares Subject to the Plan

The  total  number  of shares  of  Common  Stock to be  subject  to this Plan is
2,000,000.  The shares subject to the Plan will be registered with the SEC on or
about December 15, 2000 in a Form S-8 Registration.

5. Death of Plan Recipient

     If Plan Recipient dies while he is an Plan Recipient of the  Corporation or
     of any subsidiary, or within 90 days after such termination, the shares, to
     the extent that the  Consultant was to he issued shares under the plan, may
     be issued to his personal  representative  or the person or persons to whom
     his  rights  under the shares  shall pass by his will or to the  applicable
     laws of descent and distribution.

6. Termination of Plan Recipient, retirement or disability

     If a Plan Recipient  shall cease to be retained by the  Corporation for any
     reason  (including  retirement  and  disability)  other than death after he
     shall have  continuously  been so retained for his specified  term, he may,
     but  only  within  the  three-month  period   immediately   following  such
     termination, request his pro-rata number of shares for his services already
     rendered.


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7. Termination of the Plan

This Plan shall terminate one year after its adoption by the Board of Directors.
At such time, all shares which remain unsold shall be removed from  registration
by means of a post-effective amendment to the Form S-8.


8. Effective Date of the Plan

     This  Plan  shall  become  effective  upon  its  adoption  by the  Board of
     Directors.

                            CERTIFICATION OF ADOPTION
                           (By the Board of Directors)

     The  undersigned,  being the  President  and  Secretary  of Trinity  Energy
     Resources,  Inc.  hereby  certify that the foregoing  Plan was adopted by a
     unanimous vote of the Board of Directors on December 15, 2000


                                    /s/ Dennis Hedke
                                    ----------------------------
                                    Dennis Hedke, Interim President
                                    and Director


                                    /s/ John Mahoney
                                    ----------------------------
                                    John Mahoney, Secretary





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