Exhibit
10.2





CONSULTING
AGREEMENT





THIS
CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of January
29, 2009, by and between Trycera Financial, Inc., a Nevada corporation (the
“Company”), and Balius Consulting Group, LLC, a California limited liability
company (“Consultant”) with respect to the following facts:





RECITALS





A.


The
Company has ceased it primary business operations and is actively seeking an
operating entity to assume control of and generate revenue for the
Company.





B.


In order
to make the Company a suitable vehicle for a reverse acquisition, the material
outstanding liabilities and obligations must be settled and the financial
records must be compiled and organized.





C.


The
principals of the Consultant include the former principal executive and
operations officer of the Company and the former accounting consultant to the
Company.





D.


The
Company desires to retain Consultant to assist the Company in its negotiations
to settle outstanding liabilities of the Company and to organize and compile the
financial records of the Company (collectively, the “Services”).





E.


Consultant
is willing and desires to provide the Services to the Company upon the terms,
covenants and conditions hereinafter set forth.





AGREEMENT





NOW,
THEREFORE, in consideration of the mutual terms, covenants and conditions
hereinafter set forth, the parties agree as follows:





1.


Term of
Service.  The Company hereby retains Consultant for a period
beginning on the date of this Agreement and ending December 31, 2009, unless
further extended or sooner terminated as provided in Section 5 below (the
“Term”).  Any extended term shall be “at will” and may be terminated at any
time with or without cause by either party.  Consultant shall perform the
Services pursuant to this Agreement upon request by the Company.





2.


Services to Be
Provided.  Consultant agrees to provide the Services to the Company
as the Company may request in writing, which shall include by email
transmission.  All services provided by Consultant for the Company are
performed pursuant to the terms and conditions of this Agreement.  The
Company may retain Consultant on additional projects on which the Company
may require assistance from Consultant (“Additional Services”) with prior
written authorization from the Company’s Board of Directors (the
“Board”).





3.


Fees.
 During the Term, the Company shall pay or provide to Consultant the
following fees:





a.


Consulting Fees.
 While this Agreement is in effect, the Company shall pay Consultant $250
per hour for the Services.  Consultant shall provide the Company with
invoices which accurately and completely outline the nature of the Services, the
date on which the Services were provided, and the time spent on such Services.
 Consultant shall provide such invoices not later than the 15th day
following each month during which the Services are provided and promptly upon
request of the Company for the closing of a reverse acquisition or other
corporate transaction which would trigger the obligation of the Company to pay
the invoices.





b.


Expense
Reimbursement.  The Company shall reimburse Consultant for
pre-approved expenses reasonably incurred in the course of carrying out the
Services.  Consultant shall provide the Company with detailed expense
report for all reimbursable expenses.
















c.


Payment of Fees and
Expenses.  All fees and reimbursable expenses payable hereunder
shall be due and payable upon the closing of a reverse acquisition between the
Company and an operating entity, upon a change of control of the Company, or at
December 31, 2009, whichever shall first occur.





4.


Bonus.
 As additional consideration hereunder, the Company shall pay to Consultant
a bonus equal to 10% of the difference between the amount of any payable and the
settled amount negotiated by Consultant.  All bonus amounts shall be
payable only if the Company shall close a reverse acquisition transaction or
other transaction which shall provide for payment of all of the outstanding
liabilities of the Company.  Bonus amounts shall be paid at the time of
payment of all other Company debts in such reverse acquisition or other
transaction.





5.


No Other
Benefits. Unless otherwise approved by the Board, Consultant shall
receive no other benefits from the Company.  Nothing herein shall prevent
Consultant or either of its principals from submitting potential target
companies or funding for a reverse acquisition and receiving compensation from
the proposed target or other sources.





6.


Independent
Contractor; Withholding.  Consultant will at all times be an
independent contractor, and as such will not have authority to bind the Company.
 Consultant will not act as an agent nor shall it or any of its employees
or principals be deemed to be an employee of the Company for the purposes of any
employee benefit program, unemployment benefits, or otherwise.  Consultant
recognizes that no amount will be withheld from any compensation for payment of
any federal, state, or local taxes and that Consultant has sole responsibility
to pay such taxes, if any, and file such returns as shall be required by
applicable laws and regulations. Consultant shall not enter into any agreements
or incur any obligations on behalf of the Company.





7.


Termination and
Extension.  The Term shall be sooner terminated or further extended
under the following circumstances:





a.


Termination forCause.  The
Company shall be entitled, with or without prior notice, to terminate this
Agreement for cause, in which case no consulting fees or other fees (other than
such fees that have already been earned by Consultant) or bonuses shall be
payable to Consultant after such termination.  “Cause” means Consultant’s
(i) gross negligence in the performance or non-performance of any material
duties to the Company; (ii) commission of any material criminal act or fraud or
of any act that affects adversely the reputation of the Company; (iii) habitual
neglect of its duties that it is required to perform under this Agreement; (iv)
dishonesty; or (v) gross misconduct.  Such termination shall not prejudice
any other remedy under law or equity of the Company and the failure of the
Company to terminate Consultant when cause exists shall not constitute the
waiver of the Company’s right to terminate this Agreement at a later time.
 Termination under this section shall be considered “for cause” for
purposes of this Agreement.





b.


Termination by
Company.  In the event that Bryan Kenyon and Steven Murphy cease to
be the principals of the Consultant or if either party ceases to provide for the
Consultant the services required under this Agreement, the Company may terminate
this Agreement upon ten days’ written notice.





c.


Extension of Term.
 The Term may be further extended with the express authorization of the
Company’s Board of Directors and Consultant.  Any extended term may be
terminated at any time at the will of the Board of Directors, with or without
cause.





8.


Confidential
Information.  Consultant acknowledges that during Consultant’s
employment and the Term of this Agreement, Consultant had and will have access
to and became acquainted with the Company’s confidential and proprietary
information, including but not limited to the Company’s confidential information
regarding potential target companies and reverse acquisition or other corporate
transaction proposals and other compilations of information and records.
 In consideration of the covenants made by the Company herein, Consultant
agrees that it shall not directly or indirectly disclose or otherwise use the
confidential and proprietary information of the Company, except as directly
related to the Services.







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9.


Relationship of
the Parties.  Nothing contained herein shall be construed to place
the parties in the relationship of employer/employee, partners, or joint
venturers.  Except as otherwise provided in this Agreement, the Company
shall have no power to obligate or bind Consultant in any manner whatsoever.
 Consultant shall have no power to obligate or bind Company in any manner
whatsoever.





10.


Benefit and
Assignment.  This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors.  The rights
of the Company and Consultant hereunder may not be assigned without the prior
written consent of the other party.





11.


Severability.
 Should any provision of this Agreement or application thereof be declared
invalid, void or unenforceable for any reason, the validity and binding effect
of the remaining portions shall not be affected and the remaining portions of
this Agreement shall remain in full force and effect as if this Agreement had
been executed with the invalid, void or unenforceable provision eliminated.
 To this end, the provisions of this Agreement are severable.





12.


Governing Law and
Venue.  This Agreement and the rights and duties of the parties
hereto shall be construed and determined in accordance with the laws of the
State of Utah (without giving effect to any choice or conflict of law
provisions), and any and all actions to enforce the provisions of this Agreement
shall be brought in a court of competent jurisdiction in Salt Lake County, the
State of Utah and in no other place.





13.


Counterparts.
 This Agreement may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall be the same
document.  Such counterparts may be executed and delivered in person or via
facsimile or email.





14.


Entire
Agreement.  This Agreement constitutes the entire agreement and
understanding of the parties with respect to the subject matter hereof and
supersedes all prior oral or written agreements, arrangements, and
understandings with respect thereto. No representation, promise, inducement,
statement or intention has been made by any party hereto that is not embodied
herein, and no party shall be bound by or be liable for any alleged
representation, promise, inducement, or statement not set forth
herein.





15.


Modification.
 This Agreement may not be modified, amended, superseded, or cancelled, and
none of the terms, covenants, representations, warranties or conditions hereof
may be waived, without a written instrument executed by the party or parties to
be bound by any such modification, amendment, supersession, cancellation, or
waiver.





16.


Attorneys’Fees and
Costs.  In any action brought to enforce this Agreement, the
prevailing party shall be entitled to recover from the losing party its
reasonable costs and actual attorneys’ fees.





17.


Waivers;
Cumulative Remedies.  The failure of any party to exercise any of
its rights hereunder or to enforce any of the terms or conditions of this
Agreement on any occasion shall not constitute or be deemed a waiver of that
party’s rights thereafter to exercise any rights hereunder or to enforce any and
every term and condition of this Agreement.  Any remedies provided for
herein are cumulative, and not in substitution for any other remedy any party
may have at law or in equity.  No delay on the part of any party in
exercising any right, power or privilege granted hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right,
power or privilege preclude any other or further exercise thereof.





18.


Representation.
 The parties hereto acknowledge each has read this Agreement, that each
fully understands its rights, privileges and duties under this Agreement, and
that each enters into this Agreement freely and voluntarily.  Consultant
further acknowledges he has had the opportunity to consult with an attorney of
his choice who is completely independent of and in no way connected with the
Company, to explain the terms of this Agreement and the consequences of signing
it.





19.


Headings.
 All paragraph headings herein are inserted for convenience only and shall
not modify or affect the construction or interpretation of any provision of this
Agreement.







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20.


Further
Assurances.  The parties agree that, from time to time hereafter,
and upon request, each of them will execute, acknowledge and deliver such
documents and other instruments and shall perform such acts and deeds as may be
reasonably required or desirable to effectuate the transactions contemplated by
this Agreement or to otherwise carry out the terms and conditions of this
Agreement.








IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement the
respective day and year set forth below.





Trycera
Financial, Inc.








By /s/
Ronald N. Vance


Ronald
N. Vance, President





Balius
Consulting Group, LLC





By /s/
Bryan Kenyon


Bryan
Kenyon, Principal







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