Diasu Oil & Gas Co., Inc.
4422 FM 1960 West, Suite 400
Houston, Texas 77068
(281) 537-2035

April 16, 2001

Trinity Energy Resources, Inc.
16410 Park Ten Place, Suite 450
Houston, Texas 77084

Attention: Mr. Dennis Hedke

Re: Offer by Trinity to purchase selected properties

Dear Mr. Hedke:

Pursuant  to your offer of April 2, 2001 and the  meeting  in Diasu's  office in
which said offer and other  proposals  were  discussed,  Diasu  hereby makes the
following proposal to Trinity

     1. Trinity  agrees to purchase the  following  properties  from Diasu for a
     price of $1,002,000 the first 25% of which will be represented as the Phase
     1 transaction,  per the schedule below.  The Morgan Creek Village  property
     includes  interest  in an  associated  pipeline.  The  Broussard  and LL& E
     properties  include  similar  interests  in  Proved  Undeveloped  locations
     currently believed to exist within leasehold boundaries.

  Property                   NWI        25%        NRI          25%
  ---------                 -----      -----      -----        -----

Morgan Creek Village #1    .2850      .07125     .206025      .051506
Keystone Mills #1          .30000     .07500     .225000      .056250
McCombs #1                 .20000     .04999     .150000      .037496
Broussard #1               .10906     .02562     .0821172     .019218
LL&E #2                    .09375     .031245    .07128074    .021750
Constantin JR #2 ST-2      .17136     .042842    .1159527     .029017

     2. In exchange  for Phase 1 payment of  $250,500,  Trinity  will receive an
     initial assignment of 25% of the above represented interests in the subject
     properties.  Assignment  of interest  related to these  properties  will be
     executed at Phase 1 closing.

     3. The effective date for all interests purchased is April 1, 2001

     4.  Trinity will have the option of  purchasing  the  remaining  75% of the
     Property  Set (said  Property  Set equal to 60% of Diasu's  interest in the
     Broussard #1, the Keystone Mills #1, and the McCombs #1, and 30% of Diasu's
     interest in the Morgan Creek Village #1, the LL&E #2 and the Constantin #2)
     in  successive  increments  of 25%, 25% and 25% of the total up to June 16,
     2001. The effective date for all additional  incremental purchases shall be
     April 1, 2001.  In the event that  Trinity  elects to  purchase  the entire
     Property Set pursuant to this  paragraph,  Diasu will accept up to $100,000
     of the final 25%  increment in Trinity  common  stock.  The stock price for
     determining  the  $100,000  equity  consideration  will be the  average  of
     closing  prices of Trinity  common stock for twenty  business days prior to
     the closing of the last 25% of the property set. Diasu would also remain as
     operator of the properties.

<PAGE>

     5. Trinity will close this transaction  (that is, the actual payment of the
     1st 25% increment for $250,500) by Tues,  April 24, 2001 or this  Agreement
     is null and void unless extended in writing.

     6. In the event the Phase 1 payment is made this  agreement  will terminate
     on June 16,2001 unless both parties agreed to an extension in writing.

     Please sign in the space below  provided if you are in  agreement  with the
proposal contained herein.

                                                       Sincerely,

                                                       /s/ Gary L. Chitty
                                                       -------------------------
                                                       Gary L. Chitty
                                                       President,
                                                       Diasu Oil & Gas Co., Inc.

Agreed to this 17th Day
of April, 2001

/s/ Dennis E. Hedke
------------------------------
Dennis E. Hedke
President,
Trinity Energy Resources, Inc.