TRINITY ENERGY RESOURCES, INC.
UNANIMOUS CONSENT IN LIEU OF
SPECIAL MEETING OF DIRECTORS
The undersigned, being all of the Directors of Trinity Energy
Resources, Inc., (the "Company") hereby execute this written consent to action,
as provided by subsection 2 of Section 78.315 of the Nevada Revised Statutes and
the applicable provisions of the corporate Bylaws, in lieu of a formal meeting.
The undersigned hereby waives, pursuant to Section 78.375 of the Nevada Revised
Statutes and Article IV, Section 2 of the Bylaws, all requirements of notice,
including notice of purpose, whether contained in the Nevada Constitution, the
Nevada Corporation Law, or the Bylaws of this corporation, and as of as of
December 15, 2000 do hereby adopt the following resolutions:
Approval of Registration of 2,000,000 shares of Common Stock
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with the Securities and Exchange Commission
WHEREAS, the Company wishes to pay certain former employees and
consultants, and it is the opinion of this Board that it is advisable and in the
best interest of the Company and its shareholders that the Company register
2,000,000 shares of its Common Stock in a Form S-8 Registration with the
Securities and Exchange Commission, in accordance with Rule 428 of the
Securities Act of 1933 (the "Act"), for the purpose of compensating such former
employees and consultants with shares of the Company's Common Stock in lieu of
cash for their previous employment and previously rendered and/or ongoing
employment consulting services to the Company.
WHEREAS, the Board has prepared a Special Compensation Plan for Certain
Former Employees and Consultants (the "Plan") that defines the terms and
conditions under which shares will be issued under the Plan
NOW, THEREFORE, BE IT RESOLVED that this Company issue, as provided in
the Plan, up to an aggregate of 2,000,000 shares of its Common Stock with a Form
S-8 Registration and that such issuance and registration be, and hereby are,
approved and adopted; and
FURTHER RESOLVED, that the shares be allocated to former employees and
consultants pursuant to the Plan;
FURTHER RESOLVED, that the officers of the Corporation be, and they
hereby are, authorized and directed to do all such acts and things and to
execute the Form S-8, and any related documents, agreements, and certificates in
the name and on behalf of the Corporation, and to deliver or file such documents
agreements and
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certificates when executed, and to take all such other action, with any such
person, as is necessary, and to pay all filing fees and other fees expenses and
charges as they or any of them may deem necessary or appropriate.
The undersigned, being all of the Directors of the Corporation, do
hereby consent to all the actions described in the foregoing preambles and
resolutions, and said actions and resolution shall have the same force and
effect as if taken at a duly constituted meeting of the Board of Directors of
the Corporation. This document shall be filed with the Secretary of the
Corporation and shall be made a part of the minutes of the Corporation. This
document may be signed in counterparts.
IN WITNESS WHEREOF, the undersigned Director has hereunto set his hand
and seal on this 15th day of December 2000.
DIRECTORS:
/s/ Dennis E. Hedke
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Dennis E. Hedke
/s/ James E. Gallien
--------------------------
James E. Gallien
/s/ Jacques Harry Grunitzky
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Jacques Harry Grunitzky
/s/ Bruce Reichert
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Bruce Reichert
/s/ A. C. Teichgraeber
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A. C. Teichgraeber
