TRYCERA FINANCIAL, INC.

                                  BYLAWS


                            ARTICLE I - Offices

Section 1.1  Office

     The principal office of the corporation within the State of Nevada
shall be located at such place as shall be designated by the Board of
Directors.

Section 1.2  Other Offices

     The corporation may also have such other offices, either within or
without the State of Nevada, as the Board of Directors may from time to
time determine or the business of the corporation may require.

                         ARTICLE II - Stockholders

Section 2.1  Annual Meeting

     An annual meeting of the stockholders, for the selection of directors
to succeed those whose terms expire and for the transaction of such other
business as may properly come before the meeting, shall be held at a
location and at such time each year as designated by the Board of
Directors.

Section 2.2  Special Meetings

     Special meetings of the stockholders, for any purpose or purposes
prescribed in the notice of the meeting, may be called by the Chairman, the
Board of Directors, the President, the chief executive officer, or the
holders of not less than one-tenth of all the shares entitled to vote at
the meeting, and shall be held at such place, on such date, and at such
time as they or he shall fix.

Section 2.3  Notice of Meetings

     Written notice of the place, date and time of all meetings of the
stockholders shall be given, not less than ten (10) nor more than sixty
(60) days before the date on which the meeting is to be held, to each
stockholder entitled to vote at such meeting, except as otherwise provided
herein or required by law (meaning, here and hereinafter, as required from
time to time by the laws of the State of Nevada or the Articles of
Incorporation).

     When a meeting is adjourned to another place, date or time, written
notice need not be given of the adjourned meeting if the place, date and
time thereof are announced at the meeting at which

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the adjournment is taken; provided, however, that if the date of any
adjourned meeting is more than thirty days after the date for which the
meeting was originally noticed, or if a new record date is fixed for the
adjourned meeting, written notice of the place, date, and time of the
adjourned meeting shall be given in conformity herewith.  At any adjourned
meeting, any business may be transacted which might have been transacted at
the original meeting.

Section 2.4  Quorum

     At any meeting of the stockholders, the holders of one-third of all of
the shares of the stock entitled to vote at the meeting, present in person
or by proxy, shall constitute a quorum for all purposes, unless or except
to the extent that the presence of a larger number may be required by law.

     If a quorum shall fail to attend any meeting, the chairman of the
meeting or the holders of a majority of the shares of the stock entitled to
vote who are present, in person or by proxy, may adjourn the meeting to
another place, date or time.

     If a notice of any adjourned special meeting of stockholders is sent to
all stockholders entitled to vote thereat, stating that it will be held with
those present constituting a quorum, then except as otherwise required by
law, those present at such adjourned meeting shall constitute a quorum, and
all matters shall be determined by a majority of the votes cast at such
meeting.

Section 2.5  Organization

     Such person as the Board of Directors may have designated or, in the
absence of such a person, the highest ranking officer of the corporation
who is present shall call to order any meeting of the stockholders and act
as chairman of the meeting.  In the absence of the Secretary of the
corporation, the secretary of the meeting shall be such person as the
chairman appoints.

Section 2.6  Conduct of Business

     The chairman of any meeting of stockholders shall determine the order
of business and the procedure at the meeting, including such regulation of
the manner of voting and the conduct of discussion as seem to him in order.

Section 2.7  Proxies and Voting

     At any meeting of the stockholders, every stockholder entitled to vote
may vote in person or by proxy authorized by an instrument in writing filed
in accordance with the procedure established for the meeting.

     Each stockholder shall have one vote for every share of stock entitled
to vote which is registered in his name on the record date for the meeting,
except as otherwise provided herein or required by law.

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     All voting, except on the election of directors and where otherwise
required by law, may be by a voice vote; provided, however, that upon
demand therefore by a stockholder entitled to vote or his proxy, a stock
vote shall be taken.  Every stock vote shall be taken by ballots, each of
which shall state the name of the stockholder or proxy voting and such
other information as may be required under the procedure established for
the meeting.  Every vote taken by ballots shall be counted by an inspector
or inspectors appointed by the chairman of the meeting.

     If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on the subject
matter shall be the act of the stockholders, unless the vote of a greater
number or voting by class is required by law, the Articles of
Incorporation, or these Bylaws.

Section 2.8  Stock List

     A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and
showing the address of each such stockholder and the number of shares
registered in his name, shall be open to the examination of any such
stockholder, for any purpose germane to the meeting, during ordinary
business hours for a period of at least ten (10) days prior to the meeting,
either at a place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held.

     The stock list shall also be kept at the place of the meeting during
the whole time thereof and shall be open to the examination of any such
stockholder who is present.  This list shall presumptively determine the
identity of the stockholders entitled to vote at the meeting and the number
of shares held by each of them.

Section 2.9  Participation in Meetings by Conference Telephone

     Any action, except the election of directors, which may be taken by
the vote of the stockholders at a meeting, may be taken without a meeting
if authorized by the written consent of stockholders holding at least a
majority of the voting power; provided:

     (a)  That if any greater proportion of voting power is required for
          such action at a meeting, then such greater proportion of written
          consents shall be required; and

     (b)  That this general provision shall not supersede any specific
          provision for action by written consent required by law.

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                     ARTICLE III - Board of Directors

Section 3.1  Number and Term of Office

     The number of directors who shall constitute the whole board shall be
such number not less than one (1) nor more than seven (7) as the Board of
directors shall at the time have designated.  Each director shall be
selected for a term of one year and until his successor is elected and
qualified, except as otherwise provided herein or required by law.

     Whenever the authorized number of directors is increased between
annual meetings of the stockholders, a majority of the directors then in
office shall have the power to elect such new directors for the balance of
a term and until their successors are elected and qualified.  Any decrease
in the authorized number of directors shall not become effective until the
expiration of the term of the directors then in office unless, at the time
of such decrease, there shall be vacancies on the board which are being
eliminated by the decrease.

Section 3.2  Vacancies

     If the office of any director becomes vacant by reason of death,
resignation, disqualification, removal or other cause, a majority of the
directors remaining in office, although less than a quorum, may elect a
successor for the unexpired term and until his successor is elected and
qualified.

Section 3.3  Regular Meetings

     Regular meetings of the Board of Directors shall be held at such place
or places, on such date or dates, and at such time or times as shall have
been established by the Board of Directors and publicized among all
directors.  A notice of each regular meeting shall not be required.

Section 3.4  Special Meetings

     Special meetings of the Board of Directors may be called by one-third
of the directors then in office or by the chief executive officer and shall
be held at such place, on such date and at such time as they or he shall
fix.  Notice of the place, date and time of each such special meeting shall
be given by each director by whom it is not waived by mailing written
notice not less than three days before the meeting or by telegraphing the
same not less than eighteen hours before the meeting.  Unless otherwise
indicated in the notice thereof, any and all business may be transacted at
a special meeting.

Section 3.5  Quorum

     At any meeting of the Board of Directors, a majority of the total
number of the whole board shall constitute a quorum for all purposes.  If a
quorum shall fail to attend any meeting, a majority of those present may
adjourn the meeting to another place, date or time, without further notice
or waiver thereof.

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Section 3.6  Participation in Meetings by Conference Telephone

     Members of the Board of Directors or of any committee thereof, may
participate in a meeting of such board or committee by means of conference
telephone or similar communications equipment that enables all persons
participating in the meting to hear each other.  Such participation shall
constitute presence in person at such meeting.

Section 3.7  Conduct of Business

     At any meeting of the Board of Directors, business shall be transacted
in such order and manner as the board may from time to time determine, and
all matters shall be determined by the vote of a majority of the directors
present, except as otherwise provided herein or required by law.  Action
may be taken by the Board of Directors without a meeting if all members
thereof consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board of Directors.

Section 3.8  Powers

     The Board of Directors may, except as otherwise required by law,
exercise all such powers and do all such acts and things as may be
exercised or done by the corporation, including, without limiting the
generality of the foregoing, the unqualified power:

     (a)  To declare dividends from time to time in accordance with law;
     (b)  To purchase or otherwise acquire any property, rights or
privileges on such terms as it shall determine;
     (c)  To authorize the creation, making and issuance, in such form as
it may determine, of written obligations of every kind, negotiable or
non-negotiable, secured or unsecured, and to do all things necessary in
connection therewith;
     (d)  To remove any officer of the corporation with or without cause,
and from time to time to devolve the powers and duties of any officer upon
any other person for the time being;
     (e)  To confer upon any officer of the corporation the power to
appoint, remove and suspend subordinate officers and agents;
     (f)  To adopt from time to time such stock option, stock purchase,
bonus or other compensation plans for directors, officers and agents of the
corporation and its subsidiaries as it may determine;
     (g)  To adopt from time to time such insurance, retirement and other
benefit plans for directors, officers and agents of the corporation and its
subsidiaries as it may determine; and
     (h)  To adopt from time to time regulations, not inconsistent with
these Bylaws, for the management of the corporation's business and affairs.

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Section 3.9  Compensation of Directors

     Directors, as such, may receive, pursuant to resolution of the Board
of Directors, fixed fees and other compensation for their services as
directors, including, without limitation, their services as members of
committees of the directors.

Section 3.10  Loans

     The corporation shall not lend money to or use its credit to assist
its officers, directors or other control persons without authorization in
the particular case by the stockholders, but may lend money to and use its
credit to assist any employee, excluding such officers, directors or other
control persons of the corporation or of a subsidiary, if such loan or
assistance benefits the corporation.

                          ARTICLE IV - COMMITTEES

Section 4.1  Committees of the Board of Directors

     The Board of Directors, by a vote of a majority of the whole board,
may from time to time designate committees of the board, with such lawfully
delegable powers and duties as it thereby confers, to serve at the pleasure
of the board and shall, for those committees and any other provided for
herein, elect a director or directors to serve as the member or members,
designating, if it desires, other directors as alternative members who may
replace any absent or disqualified member at any meeting of the committee.
Any committee so designated may exercise the power and authority of the
Board of Directors to declare a dividend or to authorize the issuance of
stock if the resolution which designates the committee or a supplemental
resolution of the Board of Directors shall so provide.  In the absence or
disqualification of any member of any committee and any alternate member in
his place, the member or members of the committee present at the meeting
and not disqualified from voting, whether or not he or they constitute a
quorum, may by unanimous vote appoint another member of the Board of
Directors to act at the meeting in the place of the absent or disqualified
member.

Section 4.2  Conduct of Business

     Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law.  Adequate provision shall be
made for notice to members of all meetings; a majority of the members shall
constitute a quorum unless the committee shall consist of one or two
members, in which event one member shall constitute a quorum; and all
matters shall be determined by a majority vote of the members present.
Action may be taken by any committee without a meeting if all members
thereof consent thereto in writing, and the writing or writings are filed
with the minutes of the proceedings of such committee.

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                           ARTICLE V - OFFICERS

Section 5.1  Generally

     The officers of the corporation shall consist of a president, one or
more vice-presidents, a secretary, a treasurer and such other subordinate
officers as may from time to time be appointed by the Board of Directors.
The corporation may also have a chairman of the board who shall be elected
by the Board of Directors and who shall be an officer of the corporation.
Officers shall be elected by the Board of Directors, which shall consider
that subject at its first meeting after every annual meeting of
stockholders.  Each officer shall hold his office until his successor is
elected and qualified or until his earlier resignation or removal.  Any
number of offices may be held by the same person, except that the offices
of president and secretary shall not be held by the same person.

Section 5.2 Chairman of the Board

     The chairman of the board shall, subject to the direction of the Board
of Directors, perform such executive, supervisory, and management functions
and duties as may be assigned to him from time to time by the Board of
Directors.  He shall, if present, preside at all meetings of the
stockholders and of the Board of Directors.  In the event of a tie vote at
any meeting of the Board of Directors, the Chairman shall be authorized and
have the right to cast the deciding vote.

Section 5.3  President

     The president shall be the chief executive officer of the corporation.
Subject to the provisions of these Bylaws and to the direction of the Board
of Directors, he shall have the responsibility for the general management
and control of the affairs and business of the corporation and shall
perform all duties and have all powers which are commonly incident to the
office of chief executive or which are delegated to him by the Board of
Directors.  He shall have power to sign all stock certificates, contracts
and other instruments of the corporation which are authorized.  He shall
have general supervision and direction of all of the other officers and
agents of the corporation.  He shall, when present, and in the absence of a
chairman of the board of directors, preside at all meetings of the
shareholders and of the Board of Directors.

Section 5.4  The Vice-Presidents

     If appointed, in the absence of the president or in the event of his
death, inability or refusal to act, first the executive vice-president,
second the senior vice-president, and third a vice-president  (or in the
event there be more than one vice-president, the vice-presidents in the
order designated at the time of their election, or in the absence of any
designation, then in the order of their appointment) shall perform the
duties of the president, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the president.  (If there is no
vice-president, then the treasurer shall perform such duties of the
president.)  Any vice-president may sign, with the secretary or an
assistant secretary, certificates for shares of the corporation, the
issuance of which have been authorized by

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resolution of the board of directors; and shall perform such other duties
as from time to time may be assigned to him by the president or by the
board of directors.

Section 5.5  Treasurer

     The treasurer shall have the custody of the monies and securities of
the corporation and shall keep regular books of account.  He shall make
such disbursements of the funds of the corporation as are proper and shall
render from time to time an account of all such transactions and of the
financial condition of the corporation.

Section 5.6  Secretary

     The secretary shall issue all authorized notices from, and shall keep
minutes of, all meetings of the stockholders and the Board of Directors.
He shall have charge of the corporate books.

Section 5.7  Delegation of Authority

     The Board of Directors may, from time to time, delegate the powers or
duties of any officer to any other officers or agents, notwithstanding any
provision hereof.

Section 5.8  Removal

     Any officer of the corporation may be removed at any time, with or
without cause, by the Board of Directors.

Section 5.9  Action with Respect to Securities of Other Corporation

     Unless otherwise directed by the Board of Directors, the president
shall have power to vote and otherwise act on behalf of the corporation, in
person or by proxy, at any meeting of stockholders of or with respect to
any action of stockholders of any other corporation in which this
corporation may hold securities and otherwise to exercise any and all
rights and powers which this corporation may possess by reason of its
ownership of securities in such other corporation.

Section 5.10  Assistant Secretaries and Assistant Treasurers

     The assistant secretaries, when authorized by the board of directors,
may sign with the president or a vice-president certificates for shares of
the corporation the issuance of which shall have been authorized by a
resolution of the board of directors.  The assistant treasurers shall
respectively, if required by the board of directors, give bonds for the
faithful discharge of their duties in such sums and with such sureties as
the board of directors shall determine.  The assistant secretaries and
assistant treasurers, in general, shall perform such duties as shall be
assigned to them by the secretary or the treasurer, respectively, or by the
president or the board of directors.

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                ARTICLE VI  - INDEMNIFICATION OF DIRECTORS,
                            OFFICERS AND OTHERS

Section 6.1  Generally

     The corporation shall indemnify its officers, directors, and agents to
the fullest extent permitted under Nevada law.

Section 6.2  Expenses

     To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in Section 6.1 of this Article,
or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorney's fees) actually and
reasonably incurred by him in connection therewith.  Expenses incurred in
defending a civil or criminal action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding as authorized in the manner provided in Section 6.3 of this
Article upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount unless it shall ultimately
be determined that he is entitled to be indemnified by the corporation as
authorized in this Article.

Section 6.3  Determination by Board of Directors

     Any indemnification under Section 6.1 of this Article (unless ordered
by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in Nevada law.

Section 6.4  Not Exclusive of Other Rights

     The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those indemnified may be entitled
under any bylaw, agreement, vote of shareholders or interested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office and shall continue as to a
person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of
such a person.

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Section 6.5  Insurance

     The corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity or arising
out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under the provisions of this
Article.

     The corporation's indemnity of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall be reduced by any amounts such person may collect as indemnification
(i) under any policy of insurance purchased and maintained on his behalf by
the corporation or (ii) from such other corporation, partnership, joint
venture, trust or other enterprise.

Section 6.6  Violation of Law

     Nothing contained in this Article, or elsewhere in these Bylaws, shall
operate to indemnify any director or officer if such indemnification is for
any reason contrary to law, either as a matter of public policy, or under
the provisions of the Federal Securities Act of 1933, the Securities
Exchange Act of 1934, or any other applicable state or federal law.

Section 6.7  Coverage

     For the purposes of this Article, references to "the corporation"
include all constituent corporations absorbed in a consolidation or merger
as well as the resulting or surviving corporation so that any person who is
or was a director, officer, employee or agent of such a constituent
corporation or is or was serving at the request of such a constituent
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this Article with
respect to the resulting or surviving corporation as he would if he had
served the resulting or surviving corporation in the same capacity.

                            ARTICLE VII - STOCK

Section 7.1  Certificates of Stock

     Each stockholder shall be entitled to a certificate signed by, or in
the name of the corporation by, the President or a Vice-president, and by
the Secretary or an Assistant Secretary, or the Treasurer or an Assistant
Treasurer, certifying the number of shares owned by him.  Any of or all the
signatures on the certificate may be facsimile.

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Section 7.2  Transfers of Stock

     Transfers of stock shall be made only upon the transfer books of the
corporation kept at an office of the corporation or by transfer agents
designated to transfer shares of the stock of the corporation.  Except
where a certificate is issued in accordance with Section 7.4 of Article VII
of these Bylaws, an outstanding certificate for the number of shares
involved shall be surrendered for cancellation before a new certificate is
issued therefore.

Section 7.3  Record Date

     The Board of Directors may fix a record date, which shall not be more
than sixty (60) nor less than ten (10) days before the date of any meeting
of stockholders, nor more than sixty (60) days prior to the time for the
other action hereinafter described, as of which there shall be determined
the stockholders who are entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof; to express consent to corporate
action in writing without a meeting; to receive payment of any dividend or
other distribution or allotment of any rights; or to exercise any rights
with respect of any change, conversion or exchange of stock or with respect
to any other lawful action.

Section 7.4  Lost, Stolen or Destroyed Certificates

     In the event of the loss, theft or destruction of any certificate of
stock, another may be issued in its place pursuant to such regulations as
the Board of Directors may establish concerning proof of such loss, theft
or destruction and concerning the giving of a satisfactory bond or bonds of
indemnity.

Section 7.5  Regulations

     The issue, transfer, conversion and registration of certificates of
stock shall be governed by such other regulations as the Board of Directors
may establish.

                          ARTICLE VIII - NOTICES

Section 8.1  Notices

     Whenever notice is required to be given to any stockholder, director,
officer, or agent, such requirement shall not be construed to mean personal
notice.  Such notice may in every instance be effectively given by
depositing a writing in a post office or letter box, in a postpaid, sealed
wrapper, or by dispatching a prepaid telegram, addressed to such
stockholder, director, officer, or agent at his or her address as the same
appears on the books of the corporation.  The time when such notice is
dispatched shall be the time of the giving of the notice.

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Section 8.2  Waivers

     A written waiver of any notice, signed by a stockholder, director,
officer or agent, whether before or after the time of the event for which
notice is given, shall be deemed equivalent to the notice required to be
given to such stockholder, director, officer or agent.  Neither the
business nor the purpose of any meeting need be specified in such a waiver.

                        ARTICLE IX - MISCELLANEOUS

Section 9.1  Facsimile Signatures

     In addition to the provisions for the use of facsimile signatures
elsewhere specifically authorized in these Bylaws, facsimile signatures of
any officer or officers of the corporation may be used whenever and as
authorized by the Board of Directors of a committee thereof.

Section 9.2  Corporate Seal

     The Board of Directors may provide a suitable seal, containing the
name of the corporation, which seal shall be in the charge of the
secretary.  If and when so directed by the Board of Directors or a
committee thereof, duplicates of the seal may be kept and used by the
treasurer or by the assistant secretary or assistant treasurer.

Section 9.3  Reliance Upon Books, Reports and Records

     Each director, each member of any committee designated by the Board of
Directors, and each officer of the corporation shall, in the performance of
his duties, be fully protected in relying in good faith upon the books of
account or other records of the corporation, including reports made to the
corporation by any of its officers, by an independent certified public
accountant, or by an appraiser selected with reasonable care.

Section 9.4  Fiscal Year

     The fiscal year of the corporation shall be as fixed by the Board of
Directors.

Section 9.5  Time Periods

     In applying any of these Bylaws which require that an act be done or
not done a specified number of days prior to an event or that an act be
done during a period of a specified number of days prior to an event,
calendar days shall be used, the day of the doing of the act shall be
excluded and the day of the event shall be included.

Section 9.6 Acquisition of Controlling Interest

     The provisions of NRS 78.378 to 78.3793, inclusive, shall not apply to
this corporation.

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                          ARTICLE X - AMENDMENTS

Section 10.1  Amendments

     These Bylaws may be amended or repealed by the Board of Directors at
any meeting or by the stockholders at any meeting.


                         CERTIFICATE OF SECRETARY

KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned does hereby certify that the undersigned is the
secretary of Trycera Financial, Inc., a corporation duly organized and
existing under and by virtue of the laws of the State of Nevada; that the
above and foregoing amended Bylaws of said corporation were duly and
regularly adopted as such by the Board of Directors by unanimous consent on
the 28th day of July 2004; and that the above and foregoing Bylaws are now
in full force and effect.

Dated this 28th day of July 2004.
                                        /s/ Ronald N. Vance
                                        Ronald N. Vance, Secretary




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