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(6) AND/OR
SECTION 4(2) OF THE SECURITIES ACT OF 1933, AND RULE 506 PROMULGATED
THEREUNDER.  ACCORDINGLY, THESE SECURITIES MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS.





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.








COMMON
STOCK PURCHASE WARRANT








TRYCERA FINANCIAL, INC.


(A NEVADA CORPORATION)





Dated: ______ ____,
2006





CERTIFICATE
NUMBER:  C-___ __________ WARRANTS





THIS CERTIFIES THAT
______________________ (hereinafter called the “Holder”) will in the future
during the period hereinafter specified, upon fulfillment of the conditions and
subject to the terms hereinafter set forth, be entitled to purchase from Trycera
Financial, Inc., a Nevada corporation (the “Company”), ______________ shares
(the “Shares”) of the Company’s common stock, par value $.001 per share (“Common
Stock”), at an exercise price of $1.25 per Share (the “Exercise Price”), on the
basis of one share for each warrant (the “Warrant”) indicated on the face
hereof.  However, the Warrants are exercisable at $1.00 per share (20%
discount) from the date of purchase and through one year from the closing date
(the “Closing Date”) as set forth in the Confidential Private Offering Term
Sheet dated April 10, 2006, issued by the Company (the “Term
Sheet”).  Thereafter they are exercisable after one year through two
years from the Closing Date at $1.125 per share (10%
discount).  Beyond two years from the Closing Date, the Warrants are
exercisable at $1.25 per share.  All warrants are exercisable at any
time prior to June 30, 2011.





Commencing immediately and ending on
June 30, 2011, unless extended by the Company in its sole discretion
(“Expiration Date”), the Holder shall have the right to purchase the Shares
hereunder at the Exercise Price.  After the Expiration Date, the
Holder shall have no right to purchase any Shares hereunder and this Warrant
shall expire thereon effective at 5:00 p.m., Pacific Time.





By acceptance of this Warrant
Certificate, the Holder agrees to the following terms and
conditions:





1.           Method of
Exercise.





a.           This
Warrant may be exercised by delivery of this Warrant Certificate and the duly
completed and executed form of election to purchase attached hereto setting
forth the number of Warrants to be exercised, together with a certified check or
bank check payable to the order of, or bank wire transfer to, the Company in the
amount of the full Exercise Price of the Common Stock being
purchased.





b.           Upon
receipt of this Warrant Certificate with the exercise form duly executed,
together with payment in full of the aggregate Exercise Price of the shares of
Common Stock to be purchased, the Company shall make prompt delivery of
certificates evidencing the total number of shares of Common Stock issuable upon
such exercise, in such names and denominations as are required for delivery to,
or in accordance with the instructions of the Holder.  Such Common
Stock certificates shall be deemed to be issued, and the person to whom such
shares of Common Stock are issued of record shall be deemed to have become a
holder of record of such shares of Common Stock, as of the date of the surrender
of such Warrant Certificate and payment of the Exercise Price, whichever shall
last occur; provided, that if the books of the Company with respect to the
transfer of Common Stock are then closed, such shares shall be deemed to be
issued, and the person to whom such shares of Common Stock are issued of record
shall be deemed to have become a record holder of such shares, as of the date on
which such transfer books of the Company shall next be open (whether before, on,
or after the expiration of these Warrants).  If this Warrant
Certificate shall be surrendered for exercise within any period during which the
transfer books for the Common Stock or other securities purchasable upon the
exercise of Warrants are closed for any reason, the Company shall not be
required to make deliver of certificates for the securities purchasable upon
such exercise until the date of the reopening of said transfer
books.





c.           Subject
to subsection 1(b), if less than all the Warrants evidenced by this Warrant
Certificate are exercised upon a single occasion, a new Warrant Certificate for
the balance of the Warrants not so exercised shall be issued and delivered to,
or in accordance with transfer instructions properly given by, the Holder, until
the expiration of the applicable Warrant Exercise Period.





d.           All
Warrant Certificates surrendered upon exercise of Warrants shall be
canceled.





2.           Expiration of
Warrant.  At the Expiration Date, each Warrant will,
respectively, expire and become void and of no value.





3.           Registration
Rights.  The Company hereby grants to the Holder the
registration rights set forth in the Term Sheet.





4.           Redemption.  The
Warrants represented by this certificate are subject to redemption by the
Company at $.01 per Warrant, at any time after the date hereof, upon thirty (30)
days notice if the closing price of the Company’s Common Stock equals or exceeds
200% of the Exercise Price hereof for twenty (20) consecutive trading days at
any time prior to notice of redemption.





5.           Taxes.  The
Holder shall pay all documentary, stamp or similar taxes and other government
charges that may be imposed with respect to the issuance or transfer of the
Warrants, or the issuance, transfer or delivery of any shares of Common Stock
upon the exercise of the Warrants.





6.           Mutilated or Missing Warrant
Certificates.  If this Warrant Certificate is mutilated, lost,
stolen, or destroyed, the Company may, on such terms as to indemnity or
otherwise as it may in its discretion impose (which shall, in the case of a
mutilated Warrant Certificate, include the surrender thereof), and upon receipt
of evidence satisfactory to the Company of such mutilation, loss, theft, or
destruction, issue a substitute Warrant Certificate.  The Company may
require the holder of a lost Warrant Certificate to post a bond for the amount
of the shares underlying the Warrant Certificate.  Applicants for
substitute Warrant Certificates shall comply with any reasonable regulations
(and pay any reasonable charges) prescribed by the Company.





7.           Reservation of
Shares.  For the purpose of enabling the Company to satisfy its
obligation to issue Common Stock upon the exercise the Warrants represented by
this Warrant Certificate, the Company shall at all times reserve and keep
available, free from preemptive rights, out of the aggregate of its authorized
but unissued Common Stock, the full number of shares which may be issued upon
the exercise of these Warrants; such shares of Common Stock shall upon issuance
be fully paid, nonassessable, and free from all taxes, liens, charges, and
security interests with respect to the issuance thereof.





8.           Adjustments.  If,
prior to the exercise of these Warrants, the Company shall have effected one or
more stock split-ups, stock dividends or other increases or reductions of the
number of shares of its Common Stock outstanding without receiving reasonable
compensation therefor in money, services, or property, the number of shares of
Common Stock subject to the Warrants shall, (i) if a net increase shall have
been effected in the number of outstanding shares of Common Stock, be
proportionately increased, and the cash consideration payable per share shall be
proportionately reduced, and, (ii) if a net reduction shall have been effected
in the number of outstanding shares of Common Stock, be proportionately reduced
and the cash consideration payable per share be proportionately
increased.





9.           Notice to
Holders.


a.           Upon
any adjustment as described in Paragraph 8 hereof, the Company shall, within
twenty (20) days thereafter, cause written notice setting forth the details of
such adjustment, the method of calculation, and the facts upon which such
calculation is based, to be given to the Holder as of the record date applicable
thereto.





b.           If
the Company proposes to enter into any reorganization, reclassification, sale of
all or substantially all of its assets, consolidation, merger, dissolution,
liquidation, or winding up, the Company shall give notice of such fact at least
thirty (30) days prior to such action to the Holder, which notice shall set
forth such facts and indicate the effect of such action (to the extent such
effect may be known at the date of such notice) on the Exercise Price and the
kind and amount of the shares or other securities and property deliverable upon
exercise of the Warrants.  Failure of the Company to give notice shall
not invalidate any corporate action taken by the Company.





10.           No Fractional Warrants or
Shares.  The Company shall not be required to issue fractions
of Warrants upon the reissue of Warrants, any adjustments as described in
Paragraph 7 hereof, or otherwise; but the Company in lieu of issuing any such
fractional interest, shall round up or down to the nearest full
Warrant.  If the total Warrants surrendered for exercise would result
in the issuance of a fractional share of Common Stock, the Company shall not be
required to issue a fractional share but rather the aggregate number of shares
issuable shall be rounded up or down to the nearest full share.





11.           Rights of
Holder.  The Holder, as such, shall not have any rights of a
shareholder of the company, either at law or equity, and the rights of the
Holder, as such, are limited to those rights expressly provided in this Warrant
Certificate. The Company may treat the Holder in respect of any Warrant
Certificate as the absolute owner thereof for all purposes notwithstanding any
notice to the contrary.





12.           Transfer and
Assignment.  This Warrant Certificate, and the rights of the
Holder hereunder, shall not be transferable and assignable, in whole or in part,
without the prior written consent of the Company.  Any permitted
transfer or assignment shall be effected by the Holder (i) completing and
executing a form of assignment furnished by the Company and (ii) surrendering
this Warrant Certificate with such duly completed and executed assignment form
for cancellation, accompanied by funds sufficient to pay any transfer tax, at
the principal executive office of the Company; whereupon the Company shall
issue, in the name or names specified by the Holder (including the Holder) a new
Warrant Certificate or Certificates of like tenor with appropriate legends
restricting transfer under the Securities Act of 1933, as amended (the “Act”)
and representing in the aggregate rights to purchase the same number of Shares
as are purchasable hereunder.  Prior to due presentment for transfer
or assignment hereof, the Company may treat the Holder as the absolute owner
hereof and of each Warrant represented hereby (notwithstanding any notations of
ownership or writing hereon made by anyone other than a duly authorized officer
of the Company) for all purposes and shall not be affected by any notice to the
contrary.





13.           Compliance with Securities
Laws.  This Warrant may not be exercised or sold, transferred,
assigned, or otherwise disposed of at any time by the Holder unless the
transaction is registered under the Act or, in the opinion of the Company (which
may in its discretion require the Holder to furnish it with an opinion of
counsel in form and substance satisfactory to it), such exercise, sale,
transfer, assignment, or other disposition does not require registration under
the Act and a valid exemption is available under applicable federal and state
securities laws.





IN WITNESS WHEREOF, Trycera Financial,
Inc. has caused this Warrant Certificate to be signed by its duly authorized
officer.





Trycera Financial, Inc.








By





Its


--





--


PURCHASE FORM





(To be signed only upon exercise of
Warrant)





The undersigned, the Holder of the
foregoing Warrant Certificate, hereby irrevocably elects to exercise the
purchase rights represented by such Warrants for, and to purchase thereunder,
Shares of the Common Stock of Trycera Financial, Inc., and herewith makes
payment of $__________ therefore and requests that the share certificates be
issued in the name(s) of, and delivered to the following name and
address:





Name:


Address:














The Holder hereby represents and
warrants that he, she, or it is an “accredited investor” as defined in Rule 501
of Regulation D promulgated by the Securities and Exchange
Commission.





Dated:                                                      ,
2006

















Signature


--