---

BROCKTON CAPITAL CORP. 403  850 West Hastings Street
Vancouver, BCV6C 1E1

December 20, 2006

Mr. George T. Stapleton, II Manager Trinity Sands
Energy LLC 11 Leigh Court, Sugar Land, Texas, USA 77479

Stapleton Investments, Inc. Shareholder 11 Leigh Court
Sugar Land, Texas 77479

DK True Energy Development (Cyprus) Shareholder
Acarkent C322 Beykoz, Istanbul Turkey

Dear Sirs:

|Re: | Proposed Purchase of the Shares of Trinity Sands Energy
      LLC
|--- | -----------------------------------------------------------------

Further to our preliminary discussions, we wish to express the
intent of Brockton Capital Corp. ("Brockton") or a subsidiary thereof (the
"Purchaser") to purchase all of the issued and outstanding shares (collectively
the "Shares") of Trinity Sands Energy LLC (the "Vendor" or Trinity; the
Purchaser and the Vendor are collectively referred to as the "Parties"). The
Vendor is engaged in the business of oil and gas exploration and the development
of oil and gas reserves (the "Business"). Other than in respect of paragraphs
1.5, 2.1, 2.2, 2.3, 3.1(b), 4.1, 4.2, 4.3, 4.4, 4.5, and 4.6 hereof, which shall
be legally binding on the Parties pursuant to their terms, and which shall
survive the termination of this letter of intent, this letter of intent is not
intended to constitute an agreement which shall be binding on either of the
Purchaser or the Vendor and is not intended to be relied on by the Parties as
constituting a final binding agreement.

|1.  | Terms of the Transaction                                                                                                                                
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                         
|1.1 | Purchase Price.Subject to due diligence, the
      purchase price to be paid for the Shares is expected to be US$1,150,000
      (the Purchase Price).

---

- 2 -

|1.2 | Payment of Purchase Price.The Purchase Price
      shall be payable in cash and common shares of the Purchaser (the "Common
      Shares") as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|1.3 | Closing Date.The closing date (the "Closing
      Date") for the proposed share exchange contemplated hereby (the
      "Transaction") shall occur as soon as reasonably possible after the
      receipt of all necessary regulatory and shareholder approvals, but in any
      event no later than March 31, 2007.                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|1.4 | Definitive Agreement.The Transaction shall be
      mutually acceptable to the Parties, both in form and substance, and the
      definitive agreement in respect thereof, which shall include the terms and
      conditions respecting the share exchange (the "Definitive Agreement")
      shall be executed by the Purchaser and the Vendor within 60 days from the
      date of this letter of intent, or on such other date as the Parties may
      mutually agree upon, and shall contain provisions customarily covered by
      such agreements, including, but not limited to, the following:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|1.5 | Cooperation.The Parties shall cooperate with each
      other in good faith in connection with: (a) the preparation and
      negotiation of the Definitive Agreement and all related documents,
      including, but not limited to, a business plan for the Vendor and a
      valuation report (in the form of Form 51-101F1 "Statement
  of                                                                                                                                                                                                                                                           

---

- 3 -

|    | Reserves Data and other Oil and Gas Information" and the
      other reports and forms required pursuant to National Instrument 51-101);
      and (b) obtaining all necessary consents and approvals and in complying
      with all regulatory requirements, including, but not limited to,
      applicable corporate and securities laws and any merger control and/or
      anti-trust approval of the Transaction which may be required by any
      competent regulatory authority.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2.  | Exclusivity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2.1 | Exclusivity.From the date of acceptance of this
      letter of intent to the date on which this letter of intent is terminated
      (the "Exclusivity Period"), the Vendor shall not, directly or indirectly,
      through any officer, director, employee, representative or agent, as the
      case may be, solicit, invite or encourage any person or company to
      consider the purchase of any or all of the Shares or any of its assets, or
      induce or attempt to induce any person to initiate any proposal, offer to
      purchase of any or all of the Shares or any of its assets, or take any
      action of any kind which might reasonably be expected to reduce the
      likelihood of success of the Transaction or the satisfaction of any
      condition contained in this letter of intent, and further covenants and
      agrees not to discuss, negotiate or entertain any proposal to dispose of
      any or all of the Shares or any of its assets to any entity, person or
      company other than the Purchaser. Without restricting the foregoing, the
      Vendor shall immediately notify Brockton of any information it may receive
      concerning an actual or intended offer for any or all of the Shares or any
      of its assets and shall allow the Purchaser to match it.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2.2 | Assumption of Agosto Loan.In consideration for
      the granting of the exclusivity period set out in paragraph 2.1 hereof,
      upon the execution of this letter of intent by the Vendor, Brockton shall
      assume sole responsibility for the repayment of the principal and interest
      on the US$1,000,000 loan (the "Agosto Loan") made by Agosto Corporation
      Ltd. to the Vendor and the $200,000 loan fee due Agosto for providing such
      loan for the purposes of covering capital and operating expenses related
      to the Vendors oil exploration properties. In the event that this letter
      of intent terminates and the Parties do not enter into the Definitive
      Agreement, the Vendor shall be obligated to make payment to Brockton of
      $1,000,000 plus simple interest accruing at a rate of 6% per annum
      beginning on the date of termination of this letter of intent, payable
      over a 24-month period beginning six months from the date of termination
      of this letter of intent. The Vendors foregoing payment obligation shall
      be documented in a promissory note in form and content acceptable to the
      Parties, and shall be secured by a general pledge of the assets of the
      Vendor.                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2.3 | Bridge Loans. In further consideration for the
      granting of the exclusivity period set out in paragraph 2.1 hereof, upon
      the execution of this letter of intent by the Vendor, Brockton agrees,
      should it become necessary, to use its best efforts to support the short
      term financing requirements of the Vendor, including those to enable the
      Vendor proceed with the development of the MegaWest (Liberty County,
      Texas) prospect, by providing a bridge loan to the Vendor prior to the
      closing of the Transaction. In the event that this letter of intent is
      terminated for any reason, Trinity shall have the obligation to repay any
      bridge loan issued to Trinity as contemplated in this paragraph 2.3 plus
      simple interest at a rate of 6%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

---

- 4 -

|    | per annum beginning on the date of termination of this
      letter of intent, payable over a 24-month period beginning 6 months from
      the date of termination of this letter of intent.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                              
|3.  | Conditions Precedent to the Execution of the
      Definitive Agreement                                                                                                                      
|    |                                                                                                                                                                                              
|3.1 | Closing of the transactions contemplated by this letter
      of intent, including the Transaction, shall be subject to the following
      conditions precedent:                            
|    |                                                                                                                                                                                              
|    | (a)                                                                                                                                                                                          
|    |                                                                                                                                                                                              
|    | (b)                                                                                                                                                                                          
|    |                                                                                                                                                                                              
|    | (c)                                                                                                                                                                                          
|    |                                                                                                                                                                                              
|    | (d)                                                                                                                                                                                          
|    |                                                                                                                                                                                              
|    | (e)                                                                                                                                                                                          
|    |                                                                                                                                                                                              
|    | (f)                                                                                                                                                                                          
|    |                                                                                                                                                                                              
|    | (g)                                                                                                                                                                                          
|    |                                                                                                                                                                                              
|    | (h)                                                                                                                                                                                          

|4. | Covenants of Both Parties to this Letter of
      Intent
|-- | --------------------------------------------------------

The Parties covenant as follows:

|4.1 | Operation of Business.Until the closing, each of
      Brockton and the Vendor shall conduct and shall cause its business to be
      conducted in a reasonable and prudent manner in accordance with past
      practice and as contemplated by this letter of intent, preserve existing
      business organizations and relations with employees, customers, suppliers
      and others with whom it has a business relationship,
  preserve
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 5 -

|    | and protect its assets and conduct its business in
      compliance with all applicable laws and regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.2 | Standstill.From the date of this letter of intent
      to the termination of this letter of intent or the closing of the
      Transaction, neither Brockton nor the Vendor shall, without the prior
      written consent of the other: (a) issue any debt or equity or other
      securities except in the ordinary course of business or as contemplated
      herein; (b) declare or pay any dividends or distribute any of its
      properties or assets to shareholders; (c) enter into any contract other
      than in the ordinary course of business; (d) alter or amend its constating
      documents, other than as contemplated herein; (e) engage in any business
      enterprise or other activity different from that carried on as of the date
      hereof; or (f) agree to do any of the foregoing.                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.3 | Confidentiality.Each of the Parties shall keep
      secret all confidential information of the other party, including, without
      limitation, the terms of the Transaction, trade secrets, all information
      relating to the MegaWest and Taylor-Ina prospects and the terms of any new
      asset acquisitions and development plans of the Vendor and each of the
      Parties shall be responsible for any breach of this provision by any of
      its affiliates, agents or employees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.4 | Expenses.The Parties shall each pay their own
      respective expenses (including fees and expenses of legal counsel, brokers
      or other representatives or consultants) in connection with the
      Transaction (whether consummated or not), except that Brockton shall pay
      all costs associated with the preparation and filing of any reports and
      forms under National Instrument 51-101 and all legal expenses in respect
      of all regulatory filings and approvals for the Transaction. However, in
      the event that the Parties do not enter into the Definitive Agreement or
      the closing of the Transaction does not occur due to (a) Brocktons
      failure to obtain the equity financing described in paragraph 1.4(c), (b)
      Brocktons failure to obtain board of director or shareholder approval, or
      (c) the breach of any material representation, warranty, covenant or
      agreement of Brockton or the Purchaser in this letter of intent or in the
      Definitive Agreement, Brockton shall reimburse the Vendor the cost of its
      expenses related to this letter of intent and the Definitive Agreement
      including, without limitation, all legal and accounting fees.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.5 | Disclosure.The Parties hereto shall not issue any
      public announcement or press release or otherwise make any public
      disclosure concerning the Transaction without the prior approval of the
      other party hereto, which approval shall not be unreasonably withheld or
      delayed; provided, however, Brockton and the Vendor shall be permitted to
      provide such disclosures as may be required by its board of directors or
      to comply with applicable securities law. Notwithstanding the foregoing,
      each Party shall submit all proposed press releases and filings to the
      other partys representatives in order to afford the other Party an
      opportunity to review and suggest changes to same.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.6 | Redesigning Structure.This letter of intent is
      intended to set out the general intention of the Parties. The Parties
      intend that the Transaction be structured as a tax-free exchange and the
      Parties shall cooperate with each other in redesigning the structure of
      the Transaction if so requested by the other party or if the total
      liability of the shareholders/members of the Vendor shall exceed the
      amount of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

---

- 6 -

|    | cash received by each such person in respect of the
      Purchase Price, provided that any such change would not be to the material
      economic disadvantage of the other party or its shareholders or members,
      as the case may be.                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                        
|4.7 | Applicable Laws.This letter of intent shall be
      governed by the laws of British Columbia and the federals laws of Canada
      applicable therein.                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                        
|4.8 | Execution.This letter of intent may be signed via
      facsimile and in counterparts, each of which shall be deemed to be an
      original.                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                        
|4.9 | Expiry.This letter of intent shall terminate
      automatically and become null and void (other than those provisions that
      shall survive its termination as set forth in the first paragraph of this
      letter of intent) at 5:00 p.m. (Vancouver time) on February 17, 2007
      unless extended by the Parties in writing.

If the foregoing proposal is acceptable, please indicate your
approval by signing this letter of intent where indicated below and returning it
to the undersigned prior to 5:00 p.m. (Vancouver time) on December 20, 2006. If
you do not confirm your approval of this letter as prescribed, this letter and
the expression of interest it contains shall become null and void and this
letter shall terminate automatically.

Yours very truly,

BROCKTON CAPITAL CORP.

Per: /s/ P. Bradley KitchenName: P. Bradley Kitchen
Title: Director

Agreed to and accepted this 20th day of December,
2006.

TRINITY SANDS ENERGY LLC

Per: /s/ George T. Stapleton, IIName: George T.
Stapleton, II Title: Manager

|STAPLETON INVESTMENTS, INC. | DK TRUE ENERGY
      DEVELOPMENT
|--------------------------- | --------------------------------
|                            |                                 
|                            |                                 
|                            |                                 
|Per:                        | /s/ George T. Stapleton, II     
|Name:                       | George T. Stapleton, II         
|Title:                      | President                       

---