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: ______ ____, 2005

CERTIFICATE NUMBER:  A-___                         __________ 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 of December 31, 2005, (the "Closing Date") as set forth
in the Confidential Private Offering Term Sheet dated September 20,
2005, 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 December 31, 2010.

     Commencing immediately and ending on December 31, 2010, 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.

<PAGE>

     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.

                                      2
<PAGE>

     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

                                      3
<PAGE>

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 __________________________


                                      4
 <PAGE>

                                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: ________________, 200___


                                        ______________________________
                                        Signature