31 July, 2002

PERSONAL & CONFIDENTIAL

Mr. Doug Cole
Chief Executive Officer
Trinity Companies, Inc.
1896 School Street
Moraga, CA  94556

Dear Doug:

European American Securities Inc., ("European American") is pleased to have
the opportunity to set forth the terms of the engagement by Trinity
Companies, Inc. (the "Company") of European American to provide financial
advisory and investment banking services to the Company in the exploration of
the following strategic alternatives: (a) a private placement of the
Company's convertible promissory notes, (b) a private placement of the
Company's common or preferred stock and (c) one or more possible purchase
transactions (as defined below) by the Company.  The term "Transaction" shall
mean a private placement of convertible promissory notes, a private placement
of common or preferred stock, or purchase transaction, as the case may be,
and collectively they shall be referred to as the "Transactions".  This
letter will confirm our mutual understanding of the basis on which European
American will act as the Company's investment banker with respect to the
Transactions.

European American's overall objective is to see a Transaction through to a
successful conclusion.  In this regard, European American will provide the
Company with financial advice and assistance in connection with any
Transaction, which may include advice and assistance with respect to defining
objectives, identifying and contacting potential investors, co-investment
partners or strategic allies, identifying and contacting target companies,
performing valuation analyses, designing appropriate transaction structures,
evaluating proposals, formulating negotiating strategy and assisting in
negotiations and other matters pertinent to closing.  European American
would, of course, be prepared to assist in any presentations to the Company's
Board of Directors.

The scope of European American's engagement shall be limited to those matters
expressly set out in this letter agreement. For the sake of clarity, the
scope of European American's engagement shall not include giving tax, legal,
regulatory, accountancy or other specialist or technical advice or associated
services, as to which the Company agrees to take appropriate advice from
other sources.

As compensation for European American's services hereunder, the Company
agrees to pay to European American the following fees:

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     -    A "Retainer Fee" in the amount of five thousand dollars ($5,000)
          per month.  The first installment of such Retainer Fee is due and
          payable upon signing of this letter agreement (pro rata for such
          month, if applicable) and thereafter is due and payable on the
          first day of each subsequent month during the term of this letter
          agreement.

     -    A "Bridge Loan Placement Fee" in connection with the Company's
          proposed five hundred thousand dollar ($500,000) private placement
          consisting of Convertible Promissory Notes (the "Notes") with
          attached two-year warrants.  Upon the first and any subsequent
          closing of the sales of the Notes, the Company agrees to pay to
          European American a cash fee of five percent (5.0%) of the gross
          proceeds of such sales placed directly by European American.

     -    An "Equity Placement Fee" in connection with the Company's proposed
          three million dollar ($3.0 million) private placement consisting of
          Common or Preferred Stock.   Upon the first and any subsequent
          closing of the sales of the Stock, the Company agrees to pay to
          European American a cash fee of seven percent (7.0%) of the gross
          proceeds of such sales placed directly by European American.

     -    For each "Purchase Transaction" that is completed, defined as any
          transaction resulting in the Company's ownership of fifty percent
          (50.0%) or more of the voting stock or assets of any of the
          companies set forth in Annex A (each, a "Target Company"), the
          Company agrees to pay to European American a "Purchase Transaction
          Fee" equal to three percent (3.00%) of the Aggregate Transaction
          Value (as defined below).  At the discretion of European American,
          up to fifty percent (50.0%) of the Purchase Transaction Fee may be
          paid with Trinity Companies, Inc. common stock.  The number of
          shares to be issued shall be computed at the closing price of the
          Company's common stock on the business day immediately preceding
          the closing date.

     -    In the event that the Company acquires less than fifty percent
          (50.0%) of a Target Company's voting stock or assets in a Purchase
          Transaction (or series of related Purchase Transactions), the
          Company agrees to pay to European American a "Minority Investment
          Transaction Fee" equal to six percent (6.0%) of the Aggregate
          Transaction Value.

The fees determined under the terms of this agreement shall be paid in the
form of consideration exchanged in the transaction giving rise to such fees.
The Bridge Loan Placement Fee, the Equity Placement Fee, the Purchase
Transaction Fee or Minority Investment Transaction Fee, as the case may be,
shall be due and payable within three days of the closing date.  If the
Transaction is consummated, and in addition to any fees payable to European
American, the Company agrees to reimburse European American for its
reasonable  out-of-pocket expenses related to this work, including European
American's attorneys' fees, should their advice be required.

"Aggregate Transaction Value" shall be defined to include, without
limitation, all cash, securities and notes paid or issued by the acquiring
entity plus any debt assumed.  Any fees to be paid on amounts to be paid
contingent upon future events shall be paid within three days of the
occurrence of such contingent future event.  If the Aggregate Transaction
Value or a portion thereof is in the form of debt or equity securities, then
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the amount of the Aggregate Transaction Value will be based on the fair
market value of such securities determined as of the trading day ending three
trading days prior to the closing date.  The fair market value of such
securities will be (i) the discounted present value of any debt securities or
(ii) the fair market value of any other securities.  The fair market value of
such other securities will be determined as follows:  (i) the closing sale
price for such securities on the registered national exchange providing the
primary market in such securities on the trading day ending three trading
days prior to the closing date; (ii) if the securities are not traded on a
registered national exchange, the average of the closing bid prices as
reported by the National Association of Securities Dealers Automated
Quotation System in the U.S., or similar quotation system outside of the U.S.
for the previous ten consecutive trading days ending three days prior to the
closing date; or (iii) if the securities are not traded or reported, as
determined in good faith by the Company's board of directors

The Company recognizes and confirms that, in performing the services
contemplated in this letter agreement, European American will be relying on
information furnished by the Company and the Target Companies, including
projections of future results of operations, as well as information available
from generally recognized public sources.  Such information will not be
independently verified by European American and European American will not
make an independent evaluation or appraisal of any assets or liabilities
(contingent or otherwise) of the Company or the Target Companies.  The
Company will cooperate fully with European American in connection with its
financial review and analysis, and will provide European American with such
information concerning the Company and the Target Companies, as European
American deems necessary for its financial review and analysis.  The Company
represents that all such information provided by the Company will be complete
and accurate in all material respects and not misleading and that all
projections provided by it (including projections developed with assistance
from European American) will be reasonably prepared on the basis of the best
available estimates and judgments of the Company's management.  The Company
will promptly notify European American if it learns of any material
inaccuracy or any misleading statement in any information previously
delivered to European American. All non-public information concerning the
Company and its business that the Company discloses to European American will
be used by European American solely in the performance of its services
hereunder and will be treated confidentially by European American for so long
as it remains non-public.  Except as otherwise required by law, regulation or
legal process, European American will not disclose this information to a
third party without the Company's consent.

European American will act under this letter agreement as an independent
contractor with duties solely to the Company.  Since European American will
be acting on the Company's behalf in this capacity, it is European American's
practice to receive indemnification.  A copy of European American's standard
form is attached to this letter and the terms thereof are incorporated by
reference herein.  It is understood that European American's responsibility
to the Company is solely contractual in nature and that European American
does not owe the Company, or any other party, any fiduciary duty as a result
of its engagement.

This engagement may be terminated with or without cause by the Company or
European American at any time and without liability or continuing obligation
to the Company or European American (except for compensation earned and
expenses incurred by or on behalf of European American to the date of
termination) upon written notice to the other party.  Notwithstanding the
foregoing, European American shall be entitled to its full compensation



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pursuant to this letter agreement in the event that, at any time prior to the
expiration of one year after written termination by the Company, a
transaction of the types described in this letter is consummated with a
Target Company.  Furthermore, the indemnity provisions in the attached form,
the waiver of the right to trial by jury provision and the confidentiality
and non-disclosure provisions will remain operative regardless of any such
termination.

This letter agreement shall be governed by, and construed in accordance with
Utah Law. Solely for the purpose of enforcing this letter agreement and the
attached indemnity provisions (the "Related Proceedings"), the Company hereby
agrees that the Courts of England (the "specified courts") will have
exclusive jurisdiction to settle any dispute that may arise in connection
therewith.

The benefits of, and the obligations and liabilities assumed in, this letter
agreement shall inure to the benefit of, and be binding upon, any successors
and assigns.

If the foregoing meets with your approval, please sign both copies of this
letter and both copies of the indemnification agreement and return one fully-
executed set to us.  We look forward to working with Trinity Companies in
this important undertaking.




                                   Very truly yours,

                                   EUROPEAN AMERICAN SECURITIES INC.

                                   ______________________________________
                                   Authorized Signatory




Agreed and Accepted as of the
First Date Written Above:

TRINITY COMPANIES, INC.


By: ____________________________

Name: __________________________

Title: _________________________



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                           Indemnification Letter

European American Securities Inc
1 Regent Street
London SW1H OED

Ladies and Gentlemen:

In consideration of the agreement of European American Securities Inc.
("European American") to act on behalf of Trinity Companies, Inc. (the
"Company") pursuant to the attached agreement dated 11 July, 2002 (the
"Agreement"), the Company agrees to indemnify and hold harmless European
American, its affiliates, and each of their respective affiliates,
directors, officers, agents, advisors, consultants, employees and
controlling persons (as defined in the Securities Act of 1933, as amended)
(European American and each such other person or entity are hereinafter
referred to as an "Indemnified Person"), from and against any losses,
claims, damages, expenses and liabilities or actions in respect thereof
(collectively, "Losses"), as they may be incurred in any jurisdiction,
including all reasonable legal fees and other expenses incurred in
connection with investigating, preparing, defending, paying, settling or
compromising any Losses, whether or not in connection with any pending or
threatened litigation in which any Indemnified Person is a named party or
to which any of them may become subject (including in any settlement
effected with the Company's consent, which shall not be unreasonably
withheld) and which are related to or arise out of any act, omission,
transaction or event contemplated by the Agreement.  The Company will not,
however, be responsible under the foregoing provisions with respect to any
Losses to the extent that a court of competent jurisdiction shall have
finally judicially determined that such Losses resulted from an Indemnified
Person's willful misconduct, bad faith or gross negligence.

The Company also agrees that no Indemnified Person shall have any liability
to the Company or its affiliates, directors, officers, employees, agents,
advisors, shareholders or interestholders, directly or indirectly, related
to or arising out of the Agreement, except those Losses incurred by the
Company that a court of competent jurisdiction shall have finally
judicially determined to have resulted from such Indemnified Person's
willful misconduct, bad faith or gross negligence.  In no event, regardless
of the legal theory advanced, shall any Indemnified Person be liable for
any consequential, indirect, incidental or special damages of any nature
(including, without limitation, loss of production, loss of profit, loss of
revenue or liability to third parties).

Notwithstanding the first paragraph hereof, in the event that it has been
finally judicially determined that one or more Indemnified Persons is
liable to the Company for any Losses and any other person who is not an
Indemnified Person is liable to the Company in respect of all or part of
the same Losses and such other person has the benefit of an agreement or
arrangement with the Company for the purpose of or in connection with the
transaction that is the subject of the Agreement, the terms of which
provide that the liability of such person is excluded or limited in any
manner (the "Liability Limitation", and each such person, a "Liability
Limitation Person"), then the total liability of all Indemnified Persons to
the Company in respect of the Losses shall not exceed the amount for which
the Liability Limitation Persons, in the aggregate, would otherwise have
been liable after deducting such sums as the Indemnified Persons would have
been entitled to recover, pursuant to the Civil Liability (Contribution)
Act 1978 or otherwise, in respect of the Losses but are prevented from
recovering as a result of the Liability Limitation.

Nothing in this letter shall be taken to exclude or restrict any duty or
liability to the Company that European American has under the Financial
Services and Markets Act 2000 or under the regulatory system (as defined in
the rules and regulations of the Financial Service Authority).

The obligations of the Company referred to above shall be in addition to
any rights that any Indemnified Person may otherwise have and shall be
binding upon and inure to the benefit of any successors, assigns, heirs and
personal representatives of any Indemnified Person and the Company. The
provisions set forth herein shall remain operative and in full effect
regardless of (i) the completion by European American of its assignment
under the Agreement or (ii) any termination of the Agreement or any
Indemnified Person.  This Indemnification Agreement shall be governed by
and construed in accordance with English law.  The Company agrees that the
Courts of England will have exclusive jurisdiction to settle any dispute
that may arise in connection with this letter.


                                Very truly yours,
                                TRINITY COMPANIES, INC.

                                By:______________________________

                                Name: ___________________________

                                Title: __________________________

Date:________________________

Agreed and accepted:

EUROPEAN AMERICAN SECURITIES INC.

Authorized Signatory