TEXOIL, INC.


April 5, 2000


Trinity Energy Resources, Inc.
11757 Katy Freeway, Suite 1430
Houston, Texas 77079

Attention: Mr. Dennis Hedke

RE: Participation  Agreement,  Sarah White Prospect,  Greens Lake Area Galveston
County, Texas

Dear Mr. Hedke:

This is the  Participation  Agreement  between  Texoil  Company  ("Texoil")  and
Trinity Energy Resources,  Inc.  ("Trinity" or  "Non-Operator")  relative to the
drilling of an initial test well and  subsequent  operations  in and on Texoil's
Sarah White Prospect,  Greens Lake Area,  Galveston County,  Texas. The terms of
this Participation Agreement are as follows:

                                       1.

                               OPERATING AGREEMENT

1. I Concurrently  with the execution of this Agreement,  the parties hereto are
executing the attached Operating Agreement, identified as Exhibit "A" and made a
part hereof for all purposes  ("Operating  Agreement").  The Operating Agreement
designates Cliffwood Production Co. as "Operator". Cliffwood Production Co. will
control all  operations  on the lands and leases  covered by this  Participation
Agreement.  In the event of a conflict between the  Participation  Agreement and
the Operating Agreement, then the Participation Agreement shall prevail.

Texoil,  Inc. - 110 Cypress Station Dr., Suite 220 - Houston, TX 77090-1629 Tel:
281/537-9920 - Fax: 281/537-8324

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Participation Agreement
Sarah White Prospect
Trinity Energy Resources, Inc.

1.2 The liens and  security  interests  granted  to  Non-Operator  by  Cliffwood
Production  Co., as  Operator,  and Texoil  Company,  as  Non-Operator  ("Texoil
Companies") under Article VII.B. of the Operating  Agreement (a) shall attach to
the interests of both the Texoil Companies owned or hereafter acquired by either
of the Texoil  Companies  within the Contract Area for the  Operating  Agreement
including the oil, gas and mineral  leases and personal  property or fixtures on
or used or obtained for use in connection  therewith,  to secure the performance
of all of the  obligations of both of the Texoil  Companies  under the Operating
Agreement,  including,  but not limited to, those set forth in Article VII.B. of
the Operating  Agreement,  and (b) shall include all of the interests and rights
set forth in  Article  VII.B.  The  other  Non-Operators  shall  have all of the
applicable  rights and  remedies  described in Articles  VII.B.,  and the Texoil
Companies  shall have all of the  applicable  rights,  remedies and  obligations
described in Article VII.B., the same as if fully set forth in this Section.

1.3 If Texoil Company,  its affiliates or joint ventures controlled by Texoil or
its  affiliates,  no longer own an  interest  in the  Contract  Area,  Cliffwood
Production Co. shall resign as Operator,  except for selection of a new Operator
pursuant to the Operating Agreement.

                                       2.

                            LEASES AND LEASE BURDENS

         Texoil  represents  that it is the present owner and holder of the Oil,
Gas and  Mineral  Leases  described  on Exhibit "A" to the  Operating  Agreement
("Leases") covering  approximately  1795.82 gross and 1584.95 net acres, subject
to the royalty  interests  reserved by the Lessors and  overriding  royalties in
favor of Dennis  Drake in the  Leases and the  overriding  royalty  reserved  by
Texoil as defined  below  ("Lease  Burdens").  Texoil shall retain an overriding
royalty  interest in the Leases equal to the difference  between (i) twenty-five
percent (25%) and (ii) the sum of lessors'  royalties and overriding  royalty in
favor of Dennis Drake,  proportionately reduced to the working interest acquired
by Trinity. Furthermore,  Texoil shall retain an overriding royalty equal to the
difference  between (i)  twenty-five  percent (25%) and (ii) the sum of lessors'
royalties  and  overriding  royalty  in favor of Dennis  Drake,  proportionately
reduced  to the  working  interest  acquired  by  Trinity,  in any other  leases
acquired within the Contract Area, which is defined in the Operating  Agreement.
If Texoil acquires an interest in any other leases within the Contract Area with
lease  burdens  exceeding  twenty-five  percent  (25%),  Texoil shall  reserve a
proportionate one-percent (1%) overriding royalty.

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Participation Agreement
Sarah White Prospect
Trinity Energy Resources, Inc.

                                       3.

                            PROSPECT ACQUISITION FEE

3.1 As  consideration  for Trinity's  interest in the Leases and the geophysical
information  and data furnished by Texoil,  Trinity agrees to pay Texoil the sum
of Eighteen Thousand Seven Hundred Fifty and No/ 100ths Dollars ( 18,750.00), in
cash,  with  the  execution  of  this  Participation  Agreement  as a  "Prospect
Acquisition Fee". The Prospect Acquisition Fee does not include costs related to
the  drilling  of the  Initial  Test  Well,  the cost of title  opinions,  title
materials or curative work or the cost of oil, gas and mineral  leases  acquired
subsequent to the date of this Participation  Agreement, nor does it include the
rental costs due  subsequent to the date of this Agreement for any of the Leases
in the prospect.

3.2 Trinity will bear 6.25% of all costs related to the prospect including,  but
not limited to, any and all lease acquisition  costs and rentals.  Trinity shall
have the  option to acquire  an  additional  6.25%  leasehold  interest  in this
prospect by notifying Texoil that it elects to acquire this additional  interest
by May 1, 2000.  Should Trinity elect to acquire this additional 6.25% leasehold
interest, then Trinity shall pay an additional $18,750 as a Prospect Acquisition
Fee and be  responsible  for  12.5% of all  prospect  costs.  Additionally,  all
interests herein shall be adjusted  accordingly.  Attached hereto as Exhibit "B"
is a land plat identifying the Sarah White Prospect.

                                       4.

                           INTEREST OWNERSHIP & PAYOUT

4.1 Subject to Section  3.2,  Trinity  will bear a six and  one-quarter  percent
(6.25%) working  interest to Casing Point on the Initial Test Well and will earn
a 5.6250%  working  interest  after Casing Point and prior to Payout (as defined
below).  The net  revenue  interest in the Initial  Test Well and  prospect  are
presently estimated at seventy- five percent (75.0%).

4.2 In addition,  the working and net revenue  interest  referenced  immediately
above will be proportionately reduced by fifteen percent (I 5%) at Payout of the
subject prospect and well. Such  reversionary  interest will be owned by Texoil.
Payout shall be defined as the first day of the month immediately following that
point in time when the cumulative net
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Participation Agreement
Sarah White Prospect
Trinity Energy Resources, Inc.


revenues derived from the Initial Test Well shall equal total  unrecovered costs
paid by Trinity including the Prospect  Acquisition Fee, leasehold,  rentals and
related costs,  the cost of drilling and completing  said well plus the costs of
production  facilities,  all pre-  production or other costs related thereto and
all costs related to the marketing and transportation of production and costs of
operating the Initial Test Well until Payout.


                                       5.

                                   ASSIGNMENT

     Within   fifteen  (15)  days   following   Trinity's   acceptance   of  the
Participation Agreement and payment of the Prospect Acquisition Fee, Texoil will
execute and deliver an  Assignment  (with a special  warranty and subject to the
Lease Burdens) to Trinity and Trinity's working interest (cost bearing,  not net
revenue),  subject to the other provisions of this  Participation  Agreement and
the Operating  Agreement,  shall be as follows:  Drilling to Casing Point in the
Initial  Test Well:  6.2500%  Working  Interest  after Casing Point but prior to
Payout of the Initial Well: 5.6250% After Payout Working Interest in the Initial
Test Well: 4.6875% Working Interest in Subsequent Wells: 4.6875%

                                       6.

                                 TITLE MATERIAL

         Within ninety (90) days from the date of this  Participation  Agreement
and at the written  request of Trinity,  Texoil will furnish Trinity with copies
of all the Leases  and any  corresponding  title  material  associated  with the
prospect.

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Participation Agreement
Sarah White Prospect
Trinity Energy Resources, Inc.


                                       7.

                                INITIAL TEST WELL

 7.1 Before  operations  are  commenced on the Initial Test Well,  Operator will
fumishTrinity with an Authority For Expenditure  ("AFE") to drill,  evaluate and
plug and abandon the  well(s).  No more than thirty (30) days before  operations
are commenced on the well,  Operator will call for  Trinity's  working  interest
share of the AFE, and Trinity  will pay its share of the AFE within  twenty (20)
days  following  receipt of the AFE.  If  Trinity  has not paid its share of AFE
costs within said twenty (20) days,  then  Operator  will send a final notice to
Trinity,  granting Trinity an additional five (5) business days to pay Trinity's
share of said AFE costs. If all  Non-Operators  (including new  participants) do
not tender the AFE costs and Texoil does not drill the Initial Test Well, Texoil
will return to Trinity its AFE costs applicable to the Initial Test Well.

7.2 In the event  Trinity  fails to timely  pay its share of the AFE,  Trinity's
rights hereunder will terminate without notice and the interest of Trinity shall
be subject to Article 9 below. The Prospect  Acquisition Fee and any other costs
previously paid will not be refunded.

7.3  Subject to the  receipt  of the  amount of the AFE from all  Non-Operators,
availability  of a suitable  drilling rig and approval of title to the drillsite
lease and bottomhole location lease,  Operator will commence operations to drill
the Initial Test Well at a legal location that is acceptable to Non-Operators on
or. before  October 1, 2000.  Operator will  thereafter  drill said Initial Test
Well with due  diligence  and in a  workmanlike  manner to the depth agreed upon
between the parties.  The  estimated  objective  formation(s)  and depths of the
Initial Test Well are the (1) 6,700'  Miocene sand,  (2) 11,630' TVD/ 11,750' MD
Banfield  sand,  (3)  11,950'  TVD/12,202'  MDUpper  Schenck  sand,  (4) 13,170'
TVD/14,123'  MD Upper "S" sand,  and (5) 13,650'  TVD/14,879'  MD Second  Andrau
sand; the estimated total measured depth is 15,272' (13,900' TVD). The objective
formation and depths are defined as "Authorized Depth".

7.4 At such time as the  Initial  Test Well has been  drilled to the  Authorized
Depth agreed upon by the parties,  Operator  will run a Dual  Induction or other
equivalent  open hole  electrical log from the total depth drilled to the bottom
of the surface casing,  and such other methods and tools of evaluation that Will
insure proper evaluation of all formations in the well indicating  hydrocarbons,
if under the then existing  conditions,  such methods of evaluation  are prudent
("Casing Point").

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Participation Agreement
Sarah White Prospect
Trinity Energy Resources, Inc.


7.5 Within  twenty-four (24) hours following  Casing Point and all logs,  cores,
and other tests have been  completed,  and the results  thereof  fumished to the
Non-Operator(s), each Non-Operator shall elect to:

(a)  complete the well as an oil or gas well, or

(b)  deepen the well, or

(c)  sidetrack the well, or

(d)  plug and abandon the well


7.6 If Operator  recommends  to complete,  deepen or sidetrack  the Initial Test
Well at Casing  Point,  Operator  will  fumish  Trinity  with an  Authority  For
Expenditure  ("AFE") to complete (through sales point),  deepen or sidetrack the
well,  as  applicable.  No more  than  forty-eight  (48)  hours  (if a rig is on
location)  or five (5) days (if a rig is not on  location)  from receipt of such
AFE by Trinity,  Trinity will pay its share of such AFE to Operator if it elects
to  participate.  Failure to timely pay its share of such AFE costs  shall cause
Trinity's  rights to terminate  without notice and the interest of Trinity shall
be subject to Article 9 below. If all Non-Operators  (including new participants
or Non-Operators acquiring Available Interests) do not tender their share of AFE
costs and Texoil does not  complete,  deepen or sidetrack the Initial Test Well,
Texoil  will  return  to  Trinity  its  share  of AFE  costs  applicable  to the
completion,  deepening or  sidetracking of the Initial Test Well. This provision
shall  apply  at  Casing  Point  or  other  similar  decision  point  as to each
recommendation to complete, deepen or sidetrack the Initial Test Well.


7.7 An election by a  Non-Operator  or  Non-Operators  representing  the largest
percentage  interest in the Initial Test Well, to complete the well as an oil or
gas well shall take precedence over an election to deepen the well,  which shall
take  precedence  over an  election  to  sidetrack  the well,  which  shall take
precedence  over an election to plug and  abandon the well;  provided,  however,
that said well will not be plugged and  abandoned  if at least one  Non-Operator
elects to complete said well and agrees to bear all costs  attributable  to such
operation.  If  Non-Operators  cannot agree on the sand or formation in which to
complete the well, an election by a Non-Operator or  Non-Operators  representing
the  largest  percentage  interest  in the well to  complete in a deeper sand or
formation shall take precedence over an election to complete in a shallower sand
or formation.

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Participation Agreement
Sarah White Prospect
Trinity Energy Resources, Inc.


7.8   If less than all Non-Operators elect to complete the well as an oil or gas
      well,  deepen or sidetrack  the well,  Article  VI.B.2.  of the  Operating
      Agreement  shall  not apply to such  operations  and the  interest  of the
      non-participating Non-Operators shall be subject to Article 9 below.


                                       8.

                RELEASE OF LEASES & PAYMENT OF RENTAL OBLIGATIONS

8.1 If a Non-Operator  elects to release,  surrender or otherwise let a Lease or
interest therein expire, the interest of the party electing to surrender a Lease
shall be subject to Article 9 below.

8.2 Operator will be  responsible  for preparing and  circulating  monthly delay
rental obligation calendars to the Non-Operators. Monthly delay rental calendars
will be provided to the  Non-Operators  within  forty-five (45) days of a rental
becoming due. Upon receipt of the calendar, Non-Operators will have fifteen (15)
days from receipt to make a formal written  election.  Failure to respond within
the fifteen (I 5) day time period will result in a forfeiture  of  Non-Operators
interest  in and to those  Leases.  Non-  Operators  will then be subject to the
provisions of Article 9 below.


                                       9.

                               DEFAULT/NON-CONSENT


9.1  In the event a Non-Operator:

(a) fails to timely pay in advance its share of the AFE  pursuant to Article 7.1
hereof or timely pay its share of AFE costs  pursuant  to Article 7.6 hereof for
the Initial Test Well;

(b) elects not to participate in the  completion,  deepening or  sidetracking of
the Initial Test Well at Casing Point or other similar decision point;

(c) elects to release a Lease or fails to pay for a Lease, renewal or extension;
and/or
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Participation Agreement
Sarah White Prospect
Trinity Energy Resources, Inc.


(d)     elects not to pay a delay rental obligation

and if the "Non-Consent  Operation(s)",  as defined below, are conducted timely,
the "Non-Consenting Party", as defined below, shall reassign all of its interest
in the well or Leases to those  parties who have elected to acquire the interest
of the Non-Consenting Party ("Available  Interest").  Provided,  however, (i) if
Trinity  participated in drilling the Initial Test Well to the objective  depth,
and (ii) the Non-Operators  representing the largest percentage  interest in the
Initial Test Well elected to deepen or sidetrack  such well,  and (iii)  Trinity
elects not to  participate  in the  deepening or  sidetracking  operation,  then
Trinity  shall  retain all its rights  down to the depth  drilled  prior to such
deepening  or  sidetracking  operation  and only the  interest of Trinity in the
deepening or sidetracking  operation as to the Contract Area shall be subject to
Section 9.3 below.

9.2 The  elections  pursuant  to 9.1 (a) - (d) above are herein  referred  to as
"Non-Consent   Operation(s)"   and   such   non-participating   or.   defaulting
Non-Operator is referred to as a "Non-Consenting Party".

9.3  Operator  will advise the other  Non-Operators  of the amount of  Available
Interest. The other Non-Operators will, within twenty-four (24) hours (exclusive
of Saturdays,  Sundays and legal holidays) after receipt of such notice,  advise
Operator of each Non- Operator's election to:

(a) limit such Non-Operator's  interest in the well, operation or Lease to which
the Available Interest applies, to such Non-Operator's original interest; or

(b) in addition to such  Non-Operator's  original  interest,  acquire  such Non-
Operator's proportionate share, or more, of the Available Interest.

9.4 Failure to timely  advise  Operator of (a) or (b) above shall  constitute an
election to limit participation to such Non-Operator's original interest,  under
(a) above.

9.5 If the non-defaulting  parties do not acquire all of the Available Interest,
Texoil will use its best efforts to obtain new  participants  for the  remaining
Available  Interest under terms and conditions of Texoil's choice.  In the event
Texoil  receives  an offer  from a  prospective  participant  for the  Available
Interest on terms more favorable than the terms on which Non-Operators  acquired
their interest,  Texoil shall not be required to offer such more favorable terms
to Non-0perators.
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Participation Agreement
Sarah White Prospect
Trinity Energy Resources, Inc.


9.6 Reassignment of the Available  Interest by a  Non-Consenting  Party shall be
made immediately upon demand,  without  warranty,  except as against the acts of
the assignor and free and clear of overriding royalty or similar burden,  except
the Lease Burdens.  Reassignment shall not relieve such Non-Consenting  Party of
obligations  and  liabilities  incurred  prior  to the  date of the  Non-Consent
Operation.


                                10.MISCELLANEOUS

10.01 Trinity or its representatives shall have the right, from time to time, by
appointment, to review and interpret, during normal business hours, any seismic,
lease  data or other  records  in the  possession  of Texoil  without  charge to
Trinity. Trinity does not acquire any ownership or license to the seismic data.

10.2 This Participation Agreement will extend to and be binding upon Trinity and
Texoil, their representatives, successors and assigns forever.

If the foregoing correctly reflects Trinity's understanding of the Participation
Agreement,  return one (1) executed copy of the Participation  Agreement and the
Prospect  Acquisition Fee to Texoil on or before,  5:00 p.m., April 19, 2000. If
this   Participation   Agreement  is  not  timely  executed  and  returned  this
Participation  Agreement may not thereafter be accepted without Texoil's written
consent.

Sincerely,
Texoil Company
Cliffwood Production Co.



By:
Frank A. Lodzinski President
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Participation Agreement
Sarah White Prospect
Trinity Energy Resources, Inc.


AGREED TO AND ACCEPTED this 24th day of April, 2000.

TRINITY ENERGY RESOURCES, INC.


BY: /s/ Dennis E. Hedke
Printed Name: Dennis Hedke

Title:  President / CEO