TRINITY ENERGY RESOURCES, INC.

                          UNANIMOUS CONSENT IN LIEU OF
                          SPECIAL MEETING OF DIRECTORS

         The  undersigned,   being  all  of  the  Directors  of  Trinity  Energy
Resources,  Inc., (the "Company") hereby execute this written consent to action,
as provided by subsection 2 of Section 78.315 of the Nevada Revised Statutes and
the applicable  provisions of the corporate Bylaws, in lieu of a formal meeting.
The undersigned hereby waives,  pursuant to Section 78.375 of the Nevada Revised
Statutes and Article IV, Section 2 of the Bylaws,  all  requirements  of notice,
including notice of purpose,  whether contained in the Nevada Constitution,  the
Nevada  Corporation  Law,  or the  Bylaws of this  corporation,  and as of as of
December 15, 2000 do hereby adopt the following resolutions:

          Approval of Registration of 2,000,000 shares of Common Stock
          -------------------------------------------------------------
                   with the Securities and Exchange Commission

         WHEREAS,  the  Company  wishes  to pay  certain  former  employees  and
consultants, and it is the opinion of this Board that it is advisable and in the
best  interest  of the Company and its  shareholders  that the Company  register
2,000,000  shares  of its  Common  Stock  in a Form  S-8  Registration  with the
Securities  and  Exchange  Commission,  in  accordance  with  Rule  428  of  the
Securities Act of 1933 (the "Act"),  for the purpose of compensating such former
employees and consultants  with shares of the Company's  Common Stock in lieu of
cash for their  previous  employment  and  previously  rendered  and/or  ongoing
employment consulting services to the Company.

         WHEREAS, the Board has prepared a Special Compensation Plan for Certain
Former  Employees  and  Consultants  (the  "Plan")  that  defines  the terms and
conditions under which shares will be issued under the Plan

         NOW, THEREFORE,  BE IT RESOLVED that this Company issue, as provided in
the Plan, up to an aggregate of 2,000,000 shares of its Common Stock with a Form
S-8  Registration  and that such issuance and  registration  be, and hereby are,
approved and adopted; and

         FURTHER RESOLVED,  that the shares be allocated to former employees and
consultants pursuant to the Plan;

         FURTHER  RESOLVED,  that the officers of the  Corporation  be, and they
hereby  are,  authorized  and  directed  to do all such acts and  things  and to
execute the Form S-8, and any related documents, agreements, and certificates in
the name and on behalf of the Corporation, and to deliver or file such documents
agreements and

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certificates  when  executed,  and to take all such other action,  with any such
person, as is necessary,  and to pay all filing fees and other fees expenses and
charges as they or any of them may deem necessary or appropriate.

         The  undersigned,  being all of the  Directors of the  Corporation,  do
hereby  consent to all the actions  described  in the  foregoing  preambles  and
resolutions,  and said  actions  and  resolution  shall  have the same force and
effect as if taken at a duly  constituted  meeting of the Board of  Directors of
the  Corporation.  This  document  shall be  filed  with  the  Secretary  of the
Corporation  and shall be made a part of the  minutes of the  Corporation.  This
document may be signed in counterparts.

         IN WITNESS WHEREOF,  the undersigned Director has hereunto set his hand
and seal on this 15th day of December 2000.

                                            DIRECTORS:


                                             /s/ Dennis E. Hedke
                                             -------------------
                                             Dennis E. Hedke


                                            /s/ James E. Gallien
                                            --------------------------
                                            James E. Gallien


                                            /s/ Jacques Harry Grunitzky
                                            --------------------------
                                            Jacques Harry Grunitzky


                                            /s/ Bruce Reichert
                                            --------------------------
                                              Bruce Reichert


                                            /s/ A. C. Teichgraeber
                                            --------------------------
                                            A. C. Teichgraeber