THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION BECAUSE THEY ARE BELIEVED TO BE
EXEMPT FROM REGISTRATION UNDER SECTION 4(2) AND/OR 4(6) OF THE
SECURITIES ACT OF 1933.

     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION.  NEITHER THE SECURITIES AND EXCHANGE
COMMISSION NOR ANY OTHER AUTHORITY HAS PASSED UPON OR ENDORSED THE
MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
PROVIDED TO THE INVESTORS.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.  INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE
COMPANY, AND THE RISKS, MERITS AND TERMS OF THIS OFFERING IN MAKING AN
INVESTMENT DECISION.


                           TRYCERA FINANCIAL, INC.
                            GRANT OF STOCK OPTION


     This Grant of Stock Option is hereby offered to Optionee with
respect to the following option grant (the "Option") to purchase shares
of the Common Stock of Trycera Financial, Inc. (the "Corporation"):

     Optionee: ____________________________________________________

     Grant Date: __________________________________________________

     Vesting Commencement: ________________________________________

     Exercise Price:  $_____ per share

     Number of Option Shares: ____________ shares

     Expiration Date: _____________________________________________

     Type of Option: _____  Non-Statutory
                     _____  Incentive Stock Option

     Date Exercisable:  Following Vesting

     Vesting Schedule: ____________________________________________

     Optionee understands and agrees that the Option is granted subject
to and in accordance with the terms of the Company's 2004 Stock
Option/Stock Issuance Plan (the "Plan").  Optionee further agrees to be
bound by the terms of the Plan and the terms of the Option as set forth
in the Stock Option Agreement, a copy of which is attached hereto as
Exhibit A.

<PAGE>

     Optionee understands that any Option Shares purchased under the
Option will be subject to the terms set forth in the Stock Purchase
Agreement attached hereto as Exhibit B.  Optionee hereby acknowledges
receipt of a copy of the Plan in the form attached hereto as Exhibit C.

     All capitalized terms in this Grant form shall have the meaning
assigned to them in this form or in the attached Plan.

     Assuming that you are in agreement with the terms of this Grant of
Stock Option, please sign your name in the space indicated below.

                                        Trycera Financial, Inc.


                                        By ________________________
                                           Luan Dang, Chairman,
                                           Compensation Committee

AGREED:


__________________________
Optionee

__________________________
Print Name

Address: _________________
__________________________


Exhibit A Stock Option Agreement
Exhibit B Stock Purchase Agreement
Exhibit C 2004 Stock Option/Stock Issuance Plan



                                      2
<PAGE>

                                  EXHIBIT A

                           TRYCERA FINANCIAL, INC.
                            STOCK OPTION AGREEMENT

                                   RECITALS

     A.   The Board has adopted the Plan for the purpose of retaining
the services of selected Employees, non-employee members of the Board or
the Board of Directors of any Parent or Subsidiary and consultants and
other independent advisors in the service of the Corporation (or any
Parent or Subsidiary).

     B.   Optionee is to render valuable services to the Corporation (or
a Parent or Subsidiary), and this Agreement is executed pursuant to, and
is intended to carry out the purposes of, the Plan in connection with
the Corporation's grant of an option to Optionee.

     C.   All capitalized terms in this Agreement shall have the meaning
assigned to them in the attached Appendix.

          NOW, THEREFORE, it is hereby agreed as follows:

     1.   Grant of Option.  The Corporation hereby grants to Optionee,
as of the Grant Date, an option to purchase up to the number of Option
Shares specified in the Grant Form.  The Option Shares shall be
purchasable from time to time during the option term specified in
Paragraph 2 at the Exercise Price.

     2.   Option Term.  This option shall have a term commencing on the
Grant Date and shall accordingly expire at the close of business on the
Expiration Date, unless sooner terminated in accordance with Paragraph 5
or 6.

     3.   Limited Transferability.  During Optionee's lifetime, this
option shall be exercisable only by Optionee and shall not be assignable
or transferable other than by will or by the laws of descent and
distribution following Optionee's death.

     4.   Dates of Exercise.  This option shall become exercisable for
the Option Shares in one or more installments as specified in the Grant
Form.  As the option becomes exercisable for such installments, those
installments shall accumulate and the option shall remain exercisable
for the accumulated installments until the Expiration Date or sooner
termination of the option term under Paragraph 5 or 6.

     5.   Cessation of Service.  Except as provided in the Grant Form or
the Plan, the option term specified in Paragraph 2 shall terminate (and
this option shall cease to be outstanding) prior to the Expiration Date
should the Optionee cease to remain in Service as provided in the Plan,
provided, however, that notwithstanding the foregoing and
notwithstanding the provisions of paragraph II(B)(4)(a) of the Plan, the
option may be exercised up until the Expiration Date of the option.
Except as provided in the Grant Form or the Plan, during the

                                     A-1
<PAGE>

limited period of post-Service exercisability, this option may not be
exercised in the aggregate for more than the number of Option Shares in
which Optionee is, at the time of Optionee's cessation of Service,
vested pursuant to the Vesting Schedule specified in the Grant Form.
Upon the expiration of such limited exercise period or (if earlier) upon
the Expiration Date, this option shall terminate and cease to be
outstanding for any vested Option Shares for which the option has not
been exercised.  To the extent Optionee is not vested in the Option
Shares at the time of Optionee's cessation of Service, this option shall
immediately terminate and cease to be outstanding with respect to those
shares.  In the event of a Corporate Transaction, the provisions of
Paragraph 6 shall govern the period for which this option is to remain
exercisable following Optionee's cessation of Service and shall
supersede any provisions to the contrary in this paragraph.

     6.   Corporate Transaction

          (a)  The vesting provisions set forth in the Grant Form shall
apply in the event of a Corporate Transaction (as defined in the
appendix to this Agreement).

          (b)  Any unvested option shall immediately vest in its entirety
effective upon the time immediately prior to the consummation of a
Corporate Transaction .

          (c)  If this option is assumed in connection with a Corporate
Transaction, then this option shall be appropriately adjusted,
immediately after such Corporate Transaction, to apply to the number and
class of securities which would have been issuable to Optionee in
consummation of such Corporate Transaction had the option been exercised
immediately prior to such Corporate Transaction, and appropriate
adjustments shall also be made to (i) the number and class of securities
available for issuance under the Plan following the consummation of such
Corporate Transaction and (ii) the Exercise Price, provided, the
aggregate Exercise Price shall remain the same.

          (d)  This Agreement shall not in any way affect the right of
the Corporation to adjust, reclassify, reorganize or otherwise change
its capital or business structure or to merge, consolidate, dissolve,
liquidate or sell or transfer all or any part of its business or assets.

     7.   Adjustment in Option Shares.  Should any change be made to the
Common Stock by reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other
change affecting the outstanding Common Stock as a class without the
Corporation's receipt of consideration, appropriate adjustments shall be
made to (i) the total number and/or class of securities subject to this
option and (ii) the Exercise Price in order to reflect such change and
thereby preclude a dilution or enlargement of benefits hereunder.

     8.   Shareholder Rights.  The holder of this option shall not have
any shareholder rights with respect to the Option Shares until such
person shall have exercised the option, paid the Exercise Price and
become a holder of record of the purchased shares.

                                     A-2
<PAGE>

     9.   Manner of Exercising Option.

          (a)  In order to exercise this option with respect to all or
any part of the Option Shares for which this option is at the time
exercisable, Optionee (or any other person or persons exercising the
option) must take the following actions:

               (i)  Execute and deliver to the Corporation a Purchase
Agreement for the Option Shares for which the option is exercised.

               (ii) Pay the aggregate Exercise Price for the
purchased shares in one or more of the following forms:

                    (A)  cash or check made payable to the Corporation;
or

                    (B)  a promissory note payable to the Corporation,
but only to the extent authorized by the Plan Administrator in
accordance with Paragraph 13.

                    (C)  in shares of Common Stock held by Optionee (or
any other person or persons exercising the option) for the requisite
period necessary to avoid a charge to the Corporation's earnings for
financial reporting purposes and valued at Fair Market Value on the
Exercise Date; or

                    (D)  to the extent the option is exercised for vested
Option Shares, through a special sale and remittance procedure pursuant
to which Optionee (or any other person or persons exercising the option)
shall concurrently provide irrevocable instructions (a) to a
Corporation-designated brokerage firm to effect the immediate sale of
the purchased shares and remit to the Corporation, out of the sale
proceeds available on the settlement date, sufficient funds to cover the
aggregate Exercise Price payable for the purchased shares plus all
applicable Federal, state and local income and employment taxes required
to be withheld by the Corporation by reason of such exercise and (b) to
the Corporation to deliver the certificates for the purchased shares
directly to such brokerage firm in order to complete the sale.

     Except to the extent the sale and remittance procedure is utilized
in connection with the option exercise, payment of the Exercise Price
must accompany the Purchase Agreement delivered to the Corporation in
connection with the option exercise.

               (iii)     Furnish to the Corporation appropriate
documentation that the person or persons exercising the option (if other
than Optionee) have the right to exercise this option.

               (iv) Execute and deliver to the Corporation such
written representations as may be requested by the Corporation in order
for it to comply with the applicable requirements of Federal and state
securities laws.

                                     A-3
<PAGE>

               (v)  Make appropriate arrangements with the Corporation
(or Parent or Subsidiary employing or retaining Optionee) for the
satisfaction of all federal, state and local income and employment tax
withholding requirements applicable to the option exercise.

          (b)  As soon as practical after the Exercise Date, the
Corporation shall issue to or on behalf of Optionee (or any other person
or persons exercising this option) a certificate for the purchased
Option Shares, with the appropriate legends affixed thereto.

          (c)  In no event may this option be exercised for any
fractional shares.

     10.  Compliance with Laws and Regulations.

          (a)  The exercise of this option and the issuance of the Option
Shares upon such exercise shall be subject to compliance by the
Corporation and Optionee with all applicable requirements of law
relating thereto and with all applicable regulations of any stock
exchange (or the NASDAQ National Market, if applicable) on which the
Common Stock may be listed for trading at the time of such exercise and
issuance.

          (b)  The inability of the Corporation to obtain approval from
any regulatory body having authority deemed by the Corporation to be
necessary to the lawful issuance and sale of any Common Stock pursuant
to this option shall relieve the Corporation of any liability with
respect to the non-issuance or sale of the Common Stock as to which such
approval shall not have been obtained.  The Corporation, however, shall
use its best efforts to obtain all such approvals.

     11.  Successors and Assigns.  Except to the extent otherwise
provided in Paragraphs 3 and 6, the provisions of this Agreement shall
inure to the benefit of, and be binding upon, the Corporation and its
successors and assigns and Optionee, Optionee's assigns and the legal
representatives, heirs and legatees of Optionee's estate.

     12.  Notices.  Any notice required to be given or delivered to the
Corporation under the terms of this Agreement shall be in writing and
addressed to the Corporation at its principal corporate offices.  Any
notice required to be given or delivered to Optionee shall be in writing
and addressed to Optionee at the address indicated below Optionee's
signature line on the Grant Form.  All notices shall be deemed effective
upon personal delivery or upon deposit in the U.S. mail, postage prepaid
and properly addressed to the party to be notified.

     13.  Financing.  The Plan Administrator may, in its absolute
discretion and without any obligation to do so, permit Optionee to pay
the Exercise Price for the purchased Option Shares by delivering a
full-recourse, interest-bearing promissory note secured by those Option
Shares.  The payment schedule in effect for any such promissory note
shall be established by the Plan Administrator in its sole discretion.

                                     A-4
<PAGE>

     14.  Construction.  This Agreement and the option evidenced hereby
are made and granted pursuant to the Plan and are in all respects
limited by and subject to the terms of the Plan.  All decisions of the
Plan Administrator with respect to any question or issue arising under
the Plan or this Agreement shall be conclusive and binding on all
persons having an interest in this option.

     15.  Shareholder Approval.  If the Option Shares covered by this
Agreement exceed, as of the Grant Date, the number of shares of Common
Stock which may be issued under the Plan as last approved by the
shareholders, then this option shall be void with respect to such excess
shares, unless shareholder approval of an amendment sufficiently
increasing the number of shares of Common Stock issuable under the Plan
is obtained in accordance with the provisions of the Plan.

     16.  Additional Terms Applicable to an Incentive Option.  To the
extent any option designated in the Grant Form as an Incentive Option
would not qualify in whole or in part for favorable tax treatment as an
Incentive Option at the time of exercise, such option may nevertheless
be exercised by the Optionee as a Non-Statutory Option.

                                     A-5
<PAGE>

                                   APPENDIX

The following definitions shall be in effect under the Agreement:

1.   Agreement shall mean this Stock Option Agreement.

2.   Board shall mean the Corporation's Board of Directors.

3.   Code shall mean the Internal Revenue Code of 1986, as amended.

4.   Committee shall mean a committee of two (2) or more non-employee
     Board members appointed by the Board to exercise one or more
     administrative functions under the Plan.

5.   Common Stock shall mean the Corporation's common stock.

6.   Corporate Transaction shall mean either of the following
     shareholder approved transactions to which the Corporation is a
     party:

     (a)  a merger or consolidation in which securities possessing more
     than fifty percent (50%) of the total combined voting power of the
     Corporation's outstanding securities are transferred to a person or
     persons different from the persons holding those securities
     immediately prior to such transaction, or

     (b)  the sale, transfer or other disposition of all or
     substantially all of the Corporation's assets in complete
     liquidation or dissolution of the Corporation.

7.   Corporation shall mean Trycera Financial, Inc., a Nevada
     corporation, and any successor corporation to all or substantially
     all of the assets or voting stock of Trycera Financial, Inc. which
     shall by appropriate action adopt the Plan.

8.   Disability shall mean the inability of the Optionee or the
     Participant to engage in any substantial gainful activity by reason
     of any medically determinable physical or mental impairment and
     shall be determined by the Plan Administrator on the basis of such
     medical evidence as the Plan Administrator deems warranted under
     the circumstances.

9.   Employee shall mean an individual who is in the employ of the
     Corporation (or any Parent or Subsidiary), subject to the control
     and direction of the employer entity as to both the work to be
     performed and the manner and method of performance.

10.  Exercise Date shall mean the date on which the option shall have
     been exercised in accordance with Paragraph 9 of the Agreement.

11.  Exercise Price shall mean the exercise price payable per Option
     Share as specified in the Grant Form.

                                     A-6
<PAGE>

12.  Expiration Date shall mean the date on which the option expires as
     specified in the Grant Form.

13.  Fair Market Value per share of Common Stock on any relevant date
     shall be determined in accordance with the following provisions:

     (a)    If the Common Stock is at the time traded on the NASDAQ
     National Market, then the Fair Market Value shall be the closing
     selling price per share of Common Stock on the date in question, as
     such price is reported by the National Association of Securities
     Dealers on the NASDAQ National Market or any successor system.  If
     there is no closing selling price for the Common Stock on the date
     in question, then the Fair Market Value shall be the closing
     selling price on the last preceding date for which such quotation
     exists.

     (b)  If the Common Stock is at the time listed on any Stock
     Exchange, then the Fair Market Value shall be the closing selling
     price per share of Common Stock on the date in question on the
     Stock Exchange determined by the Plan Administrator to be the
     primary market for the Common Stock, as such price is officially
     quoted in the composite tape of transactions on such exchange.  If
     there is no closing selling price for the Common Stock on the date
     in question, then the Fair Market Value shall be the closing
     selling price on the last preceding date for which such quotation
     exists.

     (c)  If the Common Stock is at the time neither listed on any Stock
     Exchange nor traded on the NASDAQ National Market, then the Fair
     Market Value shall be determined by the Plan Administrator after
     taking into account such factors as the Plan Administrator shall
     deem appropriate.

14.  Grant Date shall mean the date of grant of the option as specified
     in the Grant Form.

15.  Grant Form shall mean the Grant of Stock Option accompanying the
     Agreement, pursuant to which Optionee has been informed of the
     basic terms of the option evidenced hereby.

16.  Incentive Option shall mean an option which satisfies the
     requirements of Code Section 422.

17.  Involuntary Termination shall mean the termination of the Service
     of any individual which occurs by reason of :

     (a)  such individual's involuntary dismissal or discharge by the
     Corporation for reasons other than Misconduct, or
     (b)  such individual's voluntary resignation following (A) a change
     in his or her position with the Corporation which materially
     reduces his or her level of responsibility, (B) a reduction in his
     or her level of compensation (including base salary, fringe
     benefits and target bonuses under any corporate performance based
     bonus or incentive programs) by more than fifteen percent (15%), or
     (C) a relocation of such individual's place of

                                     A-7
<PAGE>

     employment by more than fifty (50) miles, provided and only if such
     change, reduction or relocation is effected without the
     individual's consent.

     The Plan Administrator shall be entitled to revise the definition
     of Involuntary Termination and Misconduct with respect to
     individual Optionees or Participants under the Plan.

18.  Misconduct shall mean (i) the final conviction of Employee of, or
     Employee's plea of guilty or nolo contendere to, any felony
     involving moral turpitude, (ii) fraud, misappropriation or
     embezzlement by Employee in connection with Employee's duties to
     the Corporation (or any Parent of Subsidiary), or (iii) Employee's
     willful failure or gross misconduct in the performance of his
     duties to the Corporation (or any Parent or Subsidiary).

19.  1934 Act shall mean the Securities Exchange Act of 1934, as
     amended.

20.  Non-Statutory Option shall mean an option not intended to satisfy
     the requirements of Code Section 422.

21.  Option Shares shall mean the number of shares of Common Stock
     subject to the option.

22.  Optionee shall mean the person to whom the option is granted as
     specified in the Grant Form.

23.  Parent shall mean any corporation (other than the Corporation) in
     an unbroken chain of corporations ending with the Corporation,
     provided each corporation in the unbroken chain (other than the
     Corporation) owns, at the time of the determination, stock
     possessing fifty percent (50%) or more of the total combined voting
     power of all classes of stock in one of the other corporations in
     such chain.

24.  Plan shall mean the Corporation's 2004 Stock Option/Stock Issuance
     Plan.

25.  Plan Administrator shall mean either the Board or the Committee of
     the Board acting in its capacity as administrator of the Plan.

26.  Purchase Agreement shall mean the stock purchase agreement in
     substantially the form of Exhibit B to the Grant Form.

27.  Service shall mean the provision of services to the Corporation (or
     any Parent or Subsidiary) by a person in the capacity of an
     Employee, a non-employee member of the board of directors or a
     consultant or independent advisor, except to the extent otherwise
     specifically provided in the documents evidencing the option grant.

28.  Stock Exchange shall mean the American Stock Exchange or the New
     York Stock Exchange.

                                     A-8
<PAGE>

29.  Subsidiary shall mean any corporation (other than the Corporation)
     in an unbroken chain of corporations beginning with the
     Corporation, provided each corporation (other than the last
     corporation) in the unbroken chain owns, at the time of the
     determination, stock possessing fifty percent (50%) or more of the
     total combined voting power of all classes of stock in one of the
     other corporations in such chain.

30.  Vesting Schedule shall mean the vesting schedule specified in the
     Grant Form pursuant to which the Optionee is to vest in the Option
     Shares in a series of installments over his or her period of
     Service.

                                     A-9
<PAGE>

                                  EXHIBIT B

                           TRYCERA FINANCIAL, INC.
                           STOCK PURCHASE AGREEMENT


     AGREEMENT made this ________ day of _____________, 200__, by
and between Trycera Financial, Inc., a Nevada corporation, and
_____________________, Optionee under the Corporation's 2004 Stock
Option/Stock Issuance Plan.

     All capitalized terms in this Agreement shall have the meaning
assigned to them in this Agreement or in the attached Appendix.

A.   EXERCISE OF OPTION

     1.   Exercise.  Optionee hereby purchases ____________ shares of
Common Stock (the "Purchased Shares") pursuant to that certain option
(the "Option") granted Optionee on _______________, 200__ (the "Grant
Date") to purchase up to __________ shares of Common Stock (the "Option
Shares") under the Plan at the exercise price of $ __________ per share
(the "Exercise Price").

     2.   Payment.  Concurrently with the delivery of this Agreement to
the Corporation, Optionee shall pay the Exercise Price for the Purchased
Shares in accordance with the provisions of the Option Agreement and
shall deliver whatever additional documents may be required by the
Option Agreement as a condition for exercise.

     3.   Shareholder Rights.  Optionee (or any successor in interest)
shall have all the rights of a shareholder (including voting, dividend
and liquidation rights) with respect to the Purchased Shares, subject,
however, to the transfer restrictions of Sections B and C.

B.   SPECIAL TAX ELECTION

     In the event the Purchased Shares include Option Shares which have
not yet vested as of the date hereof, the acquisition of the Purchased
Shares may result in adverse tax consequences which may be avoided or
mitigated by filing an election under Code Section 83(b).  Such election
must be filed within thirty (30) days after the date of this Agreement.
OPTIONEE SHOULD CONSULT WITH HIS OR HER TAX ADVISOR TO DETERMINE THE TAX
CONSEQUENCES OF ACQUIRING THE PURCHASED SHARES AND THE ADVANTAGES AND
DISADVANTAGES OF FILING THE CODE SECTION 83(b) ELECTION.  OPTIONEE
ACKNOWLEDGES THAT IT IS OPTIONEE'S SOLE RESPONSIBILITY, AND NOT THE
CORPORATION'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN
IF OPTIONEE REQUESTS THE CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS
FILING ON HIS OR HER BEHALF.

                                     B-1
<PAGE>

C.   GENERAL PROVISIONS

     1.   No Employment or Service Contract.  Nothing in this Agreement
or in the Plan shall confer upon Optionee any right to continue in
Service for any period of specific duration or interfere with or
otherwise restrict in any way the rights of the Corporation (or any
Parent or Subsidiary employing or retaining Optionee) or of Optionee,
which rights are hereby expressly reserved by each, to terminate
Optionee's Service at any time for any reason, with or without cause.

     2.   Notices.  Any notice required to be given under this Agreement
shall be in writing and shall be deemed effective upon personal delivery
or upon deposit in the U.S. mail, registered or certified, postage
prepaid and properly addressed to the party entitled to such notice at
the address indicated below such party's signature line on this
Agreement or at such other address as such party may designate by ten
(10) days advance written notice under this paragraph to all other
parties to this Agreement.

     3.   No Waiver.  No waiver of any breach or condition of this
Agreement shall be deemed to be a waiver of any other or subsequent
breach or condition, whether of like or different nature.

D.   MISCELLANEOUS PROVISIONS

     1.   Optionee Undertaking.  Optionee hereby agrees to take whatever
additional action and execute whatever additional documents the
Corporation may deem necessary or advisable in order to carry out or
effect one or more of the obligations or restrictions imposed on either
Optionee or the Purchased Shares pursuant to the provisions of this
Agreement.

     2.   Agreement is Entire Contract.  This Agreement constitutes the
entire contract between the parties hereto with regard to the subject
matter hereof.  This Agreement is made pursuant to the provisions of the
Plan and shall in all respects be construed in conformity with the terms
of the Plan.

     3.   Counterparts.  This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

     4.   Successors and Assigns.  The provisions of this Agreement
shall inure to the benefit of, and be binding upon, the Corporation and
its successors and assigns and upon Optionee, Optionee's permitted
assigns and the legal representatives, heirs and legatees of Optionee's
estate, whether or not any such person shall have become a party to this
Agreement and have agreed in writing to join herein and be bound by the
terms hereof.

                                     B-2
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement on the
day and year first indicated above.

Trycera Financial, Inc.


By: __________________________
Title: _______________________

Address: _____________________
______________________________


OPTIONEE


______________________________
(Signature)

______________________________
(Print Name)

Address: _____________________
______________________________

                                     B-3
<PAGE>

                            SPOUSAL ACKNOWLEDGMENT

     The undersigned spouse of Optionee has read and hereby approves the
foregoing Stock Purchase Agreement.  In consideration of the
Corporation's granting Optionee the right to acquire the Purchased
Shares in accordance with the terms of such Agreement, the undersigned
hereby agrees to be irrevocably bound by all the terms of such
Agreement, including (without limitation) the right of the Corporation
(or its assigns) to purchase any Purchased Shares in which Optionee is
not vested at time of his or her cessation of Service.


______________________________
OPTIONEE'S SPOUSE

Address: _____________________
______________________________

                                     B-4
<PAGE>

                                   APPENDIX

     The following definitions shall be in effect under the Agreement:

1.   Agreement shall mean this Stock Purchase Agreement.

2.   Board shall mean the Corporation's Board of Directors.

3.   Code shall mean the Internal Revenue Code of 1986, as amended.

4.   Committee shall mean a committee of two (2) or more non-employee
     Board members appointed by the Board to exercise one or more
     administrative functions under the Plan.

5.   Common Stock shall mean the Corporation's common stock.

6.   Corporate Transaction shall mean either of the following
     shareholder approved transactions to which the Corporation is a
     party:

     (a)  a merger or consolidation in which securities possessing more
     than fifty percent (50%) of the total combined voting power of the
     Corporation's outstanding securities are transferred to a person or
     persons different from the persons holding those securities
     immediately prior to such transaction, or

     (b)  the sale, transfer or other disposition of all or
     substantially all of the Corporation's assets in complete
     liquidation or dissolution of the Corporation.

7.   Corporation shall mean Trycera Financial, Inc., a Nevada
     corporation.

8.   Exercise Price shall have the meaning assigned to such term in
     Section A.1.

9.   Fair Market Value per share of Common Stock on any relevant date
     shall be determined in accordance with the following provisions:

     (a)  If the Common Stock is at the time traded on the NASDAQ
     National Market, then the Fair Market Value shall be the closing
     selling price per share of Common Stock on the date in question, as
     such price is reported by the National Association of Securities
     Dealers on the NASDAQ National Market or any successor system.  If
     there is no closing selling price for the Common Stock on the date
     in question, then the Fair Market Value shall be the closing
     selling price on the last preceding date for which such quotation
     exists.

     (b)  If the Common Stock is at the time listed on any Stock
     Exchange, then the Fair Market Value shall be the closing selling
     price per share of Common Stock on the date in question on the
     Stock Exchange determined by the Plan Administrator to be the
     primary market for the Common Stock, as such price is officially
     quoted in the composite tape of transactions on such exchange.  If
     there is no closing selling price for the Common Stock

                                     A-5
<PAGE>

     on the date in question, then the Fair Market Value shall be the
     closing selling price on the last preceding date for which such
     quotation exists.

     (c)  If the Common Stock is at the time neither listed on any Stock
     Exchange nor traded on the NASDAQ National Market, then the Fair
     Market Value shall be determined by the Plan Administrator after
     taking into account such factors as the Plan Administrator shall
     deem appropriate.

10.  Grant Date shall have the meaning assigned to such term in Section
     A.1.

11.  Grant Form shall mean the Grant of Stock Option pursuant to which
     Optionee has been informed of the basic terms of the Option.

12.  Incentive Option shall mean an option which satisfies the
     requirements of Code Section 422.

13.  1933 Act shall mean the Securities Act of 1933, as amended.

14.  1934 Act shall mean the Securities Exchange Act of 1934, as
     amended.

15.  Non-Statutory Option shall mean an option not intended to satisfy
     the requirements of Code Section 422.

16.  Option shall have the meaning assigned to such term in Section A.1.

17.  Option Agreement shall mean all agreements and other documents
     evidencing the Option.

18.  Optionee shall mean the person to whom the Option is granted under
     the Plan.

19.  Parent shall mean any corporation (other than the Corporation) in
     an unbroken chain of corporations ending with the Corporation,
     provided each corporation in the unbroken chain (other than the
     Corporation) owns, at the time of the determination, stock
     possessing fifty percent (50%) or more of the total combined voting
     power of all classes of stock in one of the other corporations in
     such chain.

20.  Plan shall mean the Corporation's 2002 Stock Option/Stock Issuance
     Plan.

21.  Plan Administrator shall mean either the Board or the Committee
     acting in its capacity as administrator of the Plan.

22.  Purchased Shares shall have the meaning assigned to such term in
     Section A.1.

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<PAGE>

23.  Recapitalization shall mean any stock split, stock dividend,
     recapitalization, combination of shares, exchange of shares or
     other change affecting the Corporation's outstanding Common Stock
     as a class without the Corporation's receipt of consideration.

24.  SEC shall mean the Securities and Exchange Commission.

25.  Service shall mean the provision of services to the Corporation (or
     any Parent or Subsidiary) by a person in the capacity of an
     Employee, a non-employee member of the board of directors or a
     consultant or independent advisor, except to the extent otherwise
     specifically provided in the documents evidencing the option grant.

26.  Subsidiary shall mean any corporation (other than the Corporation)
     in an unbroken chain of corporations beginning with the
     Corporation, provided each corporation (other than the last
     corporation) in the unbroken chain owns, at the time of the
     determination, stock possessing fifty percent (50%) or more of the
     total combined voting power of all classes of stock in one of the
     other corporations in such chain.

27.  Vesting Schedule shall mean the vesting schedule specified in the
     Grant Form pursuant to which the Optionee is to vest in the Option
     Shares in a series of installments over his or her period of
     Service.


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