Exhibit
10.1





EMPLOYMENT
AGREEMENT





This
EMPLOYMENT AGREEMENT (“Agreement”) is made effective February 6, 2009, between
Trycera
Financial, Inc., a corporation formed under the laws of the State of
Nevada with its principal place of business at 1656 Reunion Avenue, Suite 250,
South Jordan, UT 84095 (“TRYCERA”), and Ray A.
Smith (“the Employee”).





WHEREAS,
TRYCERA desires to engage the services of the Employee as Chief Executive
Officer, and the Employee is willing to render such services to TRYCERA in
consideration of the terms and conditions agreed to by the parties;
and





WHEREAS,
the Board of Directors of TRYCERA (the “Board”) has approved the employment of
the Employee on the terms and conditions set forth in this on
Agreement;





NOW
THEREFORE, in consideration of the mutual covenants and promises contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the parties hereto, TRYCERA agrees to employ
the Employee, and the Employee agrees to perform services for TRYCERA as an
employee, upon the terms and conditions set forth herein.





1.


TERM.





The
initial term of this Agreement shall be for a period of one (1) year and shall
end on or be renewable in additional one (1) year increments, unless it is
terminated earlier as provided herein.  Beginning on that date, and on each
anniversary thereafter, unless it is terminated earlier as provided herein
or TRYCERA delivers written notice to the Employee of its intention not to
extend the Agreement at least ninety (90) days before such anniversary date, the
term of this Agreement shall automatically be extended for one additional year.
 The restrictive covenants in Sections 9, 10, and 12 hereof shall survive
the termination of this Agreement.





2.


TITLE AND
DUTIES.





The
Employee shall be employed as Chief Executive Officer.  The Board shall
appoint the Employee as an executive officer of TRYCERA.  The Employee
shall perform such services consistent with his position as might be assigned to
him from time to time and are consistent with the bylaws of TRYCERA.  The
Board and Employee shall have such responsibilities and authority as is
commensurate with such offices and as may be prescribed by the Board and bylaws
of TRYCERA.  The Board shall have the right to review and change the
responsibilities of Employee from time to time as it may deem necessary or
appropriate, provided, however, that such responsibilities shall be consistent
with the employee’s position, or skills and ability as the Chief Executive
Officer.  The effective date of this Agreement shall be the day and year
first above written (the “Effective Date”).





3.


LOCATION.





The
Employee’s place of employment shall be the offices of TRYCERA described above,
or at such other location as mutually agreed between Employee and the
Board.





4.


EXTENT OF
SERVICES.





a.


DUTY TO
PERFORM SERVICES.





The
Employee agrees to devote not less than (50) hours per week to the performance
of his duties under this Agreement for TRYCERA and any corporation controlled by
TRYCERA now or during the term of this Agreement.  Notwithstanding the
foregoing, the Employee may engage in outside business ventures so long as such
ventures are not engaged in business reasonably similar to, or which may
reasonably compete with, the business of TRYCERA, unless a joint venture
agreement has been signed with TRYCERA for outside ventures.  Nothing
contained herein shall prevent the Employee from managing his own personal
investments and affairs, including, but not limited to, investing his assets in
the securities of publicly traded companies; provided, however, that the
Employee’s activities do not constitute a conflict of interest, violate
securities laws, or otherwise interfere with the performance of his duties and
responsibilities as described herein.  The Employee agrees to adhere to
TRYCERA’s published policies and procedures, as adopted from time to time,
affecting directors, officers, employees, and agents and shall use his best
efforts to promote TRYCERA’s interest, reputation, business, and
welfare.







/s/
      RNV
            
            /s/
      RASTrycera
      Initials
            
            Employee
      Initials

















b.


CORPORATE
OPPORTUNITIES.





The
Employee agrees that he will not take personal advantage of any TRYCERA business
opportunities that arise during his employment with TRYCERA and that might be of
benefit to TRYCERA.  All material facts regarding such opportunities must
be promptly reported to the Board for consideration by TRYCERA.





5.


COMPENSATION
AND BENEFITS.





a.


BASE
SALARY.





The
Employee’s monthly salary shall be Ten Thousand Dollars ($10,000.00) for the
first year.  The base salary shall commence upon TRYCERA receiving an
initial minimum funding amount of Three Hundred Thousand Dollars ($300,000.00)
and shall be payable in equal installments in accordance with TRYCERA’s standard
payroll practices.  Payment or partial payment or accrual of payment shall
commence on “Effective Date” stated above, but only if the initial minimum
funding of $300,000 is received by the Company on or before March 31, 2009.
 The Employee’s annual base salary shall be reviewed no less frequently
than quarterly for increases and bonuses in the discretion of the TRYCERA
Compensation Committee and/or Board, taking into account the compensation level
for employees with similar skills and responsibilities at companies comparable
to TRYCERA, the financial condition of TRYCERA, and the Employee’s value to
TRYCERA relative to other members of the executive management of TRYCERA;
provided, however, that at no time during the term of this Agreement shall the
Employee’s base salary be decreased from the base salary then in effect except
as part of an general program of salary adjustment by TRYCERA applicable to all
executive vice presidents and above.





b.


COMPENSATION
FOR ACCEPTING EMPLOYMENT





As a
signing bonus for entering into this Agreement, and for any services rendered,
or contributions made, to TRYCERA prior to the Effective Date of this Agreement,
Employee shall receive the following compensation:





(i)


Stock.
 A stock package shall be offered to Employee at the time of closing of a
Reverse Merger/Acquisition of a new business model.  Employee must satisfy
all current outstanding liabilities of TRYCERA before any type of stock package
will be negotiated.





(ii)


No cash
signing bonus.





c.


REIMBURSEMENT
OF BUSINESS EXPENSES.





TRYCERA
shall promptly reimburse the Employee for all reasonable pre-approved travel,
entertainment and other expenses incurred or paid by the Employee in connection
with, or related to, the performance of his duties, responsibilities or services
under this Agreement, upon presentation by the Employee of such supporting
information and documentation as TRYCERA may reasonably request in accordance
with company policy and the requirements of the Internal Revenue Code.
 Specifically, effective at the time of the commencement of the payment of
salary as provided in Section 5(a) above, TRYCERA shall provide an expense
allowance for Employee up to $2,000 per month for personal or small group
entertainment and business lunches or dinners subject to written approval by the
Board.





6.


TERMINATION
OF EMPLOYMENT.





a.


TERMINATION
DUE TO DEATH.





The
Employee’s employment and this Agreement shall terminate immediately upon his
death.  If the Employee’s employment is terminated due to his death, his
estate or his beneficiaries, as the case may be, shall be entitled
to:





(i)


payment
of any unpaid portion of his base salary through the date of such
termination;





(ii)


reimbursement
for any outstanding reasonable business expenses he incurred in performing his
duties hereunder;





(iii)


the right
to elect continuation coverage of insurance benefits to the extent required by
law;





(iv)


full and
immediate vesting of any unvested Shares or Options;







2


/s/
      RNV
            
            /s/
      RASTrycera
      Initials
            
            Employee
      Initials

















(v)


any
pension survivor benefits that may become due pursuant to any employee benefit
plan or program of Trycera; and





(vi)


payment
of any accrued but unpaid benefits, and any other rights, as required by the
terms of any employee benefit plan or program of Trycera, this Agreement, or any
other agreement between Trycera and the Employee.





b.


TERMINATION
DUE TO DISABILITY.





Trycera
may terminate the Employee’s employment at any time if the Employee becomes
disabled, upon written notice by Trycera to the Employee.  For all purposes
under this Agreement, “Disability” shall mean that the Employee, at the time the
notice is given, has been unable to perform his duties under this Agreement for
a period of not less than ninety (90) days during any 180-day period as a result
of the Employee’s incapacity due to physical or mental illness.  If the
Employee’s employment is terminated due to his disability, he shall be entitled
to:





(i)


payment
of any unpaid portion of his base salary through the date of such
termination;





(ii)


reimbursement
for any outstanding reasonable business expenses he has incurred in performing
his duties hereunder;





(iii)


the right
to elect continuation coverage of insurance benefits to the extent required by
law;





(iv)


full and
immediate vesting of any unvested Shares or Options; and





(v)


payment
of any accrued but unpaid benefits, and any other rights, as required by the
terms of any employee benefit plan or program of Trycera, this Agreement, or any
other agreement between Trycera and the Employee.





As soon
as administratively possible following the Effective Date, Trycera shall make
available to the Employee, and other similarly-situated employees, a disability
benefit plan, paid by Trycera, that provides monthly payments to Employee equal
to at least two thirds (2/3) of the
highest monthly base salary Employee receives pursuant to this Agreement, which
payment will continue for as long as Employee remains disabled.





c.


TERMINATION
FOR CAUSE.





Trycera
may terminate the Employee’s employment at any time for Cause, provided that it
gives written notice of termination to the Employee as set forth below.  If
the Employee’s employment is terminated for Cause, as defined below, he shall be
entitled to:





(i)


payment
of any unpaid portion of his base salary through the date of such
termination;





(ii)


reimbursement
for any outstanding reasonable business expenses he incurred in performing his
duties hereunder;





(iii)


the right
to elect continuation coverage of insurance benefits to the extent required by
law; and





(iv)


payment
of any accrued but unpaid benefits, and any other rights, as required by the
terms of any employee benefit plan or program of Trycera, this Agreement, or any
other agreement between Trycera and the Employee.





For
purposes of this Agreement, a termination for “Cause” 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 Trycera, or (iii) Employee’s failure or misconduct in the performance
of his duties to Trycera.







3


/s/
      RNV
            
            /s/
      RASTrycera
      Initials
            
            Employee
      Initials

















d.


TERMINATION
WITHOUT CAUSE OR CONSTRUCTIVE TERMINATION WITHOUT CAUSE.





Trycera
may terminate the Employee’s employment at any time without Cause. If the
Employee’s employment is terminated without Cause, or if there is a constructive
termination without Cause, as defined below, the Employee shall be entitled to
receive from Trycera the following:





(i)


payment
of any unpaid portion of his base salary through the date of such
termination;





(ii)


reimbursement
for any outstanding reasonable business expenses he incurred in performing his
duties hereunder;





(iii)


the right
to elect continuation coverage of insurance benefits to the extent required by
law;





(iv)


payment
of any accrued but unpaid benefits, and any other rights, as required by the
terms of any employee benefit plan or program of Trycera, this Agreement, or any
other agreement between Trycera and the Employee;





(v)


a
severance benefit in an amount equal to ninety days (90) salary at employees
then current rate, provided that the Company has raised a minimum of $300,000
through the efforts of Employee on or before March 31, 2009.





For
purposes of this Agreement, constructive termination without Cause shall mean a
termination of the Employee at his own initiative following the occurrence,
without the Employee’s prior written consent, of one or more of the following
events not on account of Cause:





(1)


the
failure of Trycera to obtain an assumption in writing of its obligation to
perform under this Agreement by any successor to all or substantially all of the
assets of Trycera in connection with any merger, consolidation, sale or similar
transaction; or





(2)


any
material breach of this Agreement by Trycera.





In the
event the Employee is terminated without Cause or there is a constructive
termination without Cause, each party shall provide the other with written
notice not less than thirty (30) days before the effective date of the
termination of employment.





e.


VOLUNTARY
TERMINATION.





If the
Employee voluntarily terminates his employment on his own initiative for reasons
other than his death, disability, or constructive termination without Cause, he
shall be entitled to:





(i)


payment
of any unpaid portion of his base salary through the effective date of such
termination;





(ii)


reimbursement
for any outstanding reasonable business expenses he has incurred in performing
his duties hereunder;





(iii)


the right
to elect continuation coverage of insurance benefits to the extent required by
law; and





(iv)


payment
of any accrued but unpaid benefits, and any other rights, as required by the
terms of any employee benefit plan or program of Trycera, this Agreement, or any
other agreement between Trycera and the Employee.





A
voluntary termination under this paragraph shall be effective upon thirty (30)
days’ prior written notice to Trycera unless the parties mutually agree to
extend the effective date.





f.


MUTUAL
TERMINATION.





The
parties may mutually agree to terminate this Agreement at any time.







4


/s/
      RNV
            
            /s/
      RASTrycera
      Initials
            
            Employee
      Initials

















7.


MITIGATION
AND OFFSET.





If the
Employee’s employment is terminated during the term of this Agreement pursuant
to TRYCERA, the Employee shall be under no duty or obligation to seek or accept
other employment, and no payment or benefits of any kind due him under this
Agreement shall be reduced, suspended or in any way offset by any subsequent
employment.  The obligation of TRYCERA to make the payments provided for in
this Agreement shall not be affected by any circumstance including, by way
of example rather than limitation, any set-off, counterclaim, recoupment,
defense, or other right that TRYCERA may assert, or due to any other employment
or source of income obtained by the Employee.





8.


ENTITLEMENT
TO OTHER BENEFITS.





Except as
expressly provided herein, this Agreement shall not be construed as limiting in
any way any rights or benefits the Employee, his spouse, dependents or
beneficiaries may have pursuant to any other employee benefits plans or
programs.





9.


CONFIDENTIALITY.





While
employed by TRYCERA and thereafter, Employee shall not, directly or indirectly,
use any Confidential Information (as defined below) other than pursuant to his
employment by and for the benefit of TRYCERA or its subsidiaries, or disclose
any Confidential Information to anyone outside of TRYCERA, whether by private
communication, public address, publication or otherwise, or disclose any
Confidential Information to anyone within TRYCERA who has not been authorized to
receive such information, except as directed in writing by an authorized
representative of TRYCERA.  The term “Confidential Information” as used
throughout this Agreement shall mean all trade secrets, proprietary information,
know-how, data, designs, specifications, processes, customer lists, and other
technical or business information (and any tangible evidence, record, or
representation thereof), whether prepared, conceived, or developed by an
employee of TRYCERA (including Employee) or received by TRYCERA from an outside
source, which is in the possession of TRYCERA (whether or not the property
of TRYCERA), which in any way relates to the business of TRYCERA or its
subsidiaries, which is maintained in confidence by TRYCERA, or which might
permit TRYCERA or its customers to obtain a competitive advantage over
competitors who do not have access to such trade secrets, proprietary
information, or other data or information.  Without limiting the generality
of the foregoing, Confidential Information shall include:





(1)


any idea,
improvement, invention, innovation, development, technical data, design,
formula, device, pattern, concept, art, method, process, machine, manufacturing
method, composition of matter, computer program, software, firmware, source
code, object code, algorithm, subroutine, object module, schematic, model,
diagram, flow chart, user manual, training or service manual, product
specification, plan for a new or revised product, compilation of information, or
work in process, and any and all revisions and improvements relating to any
of the foregoing (in each case whether or not reduced to tangible form);
and





(2)


the name
of any customer or prospective customer, or any other customer or prospective
customer information, any sales plan, marketing material, plan or survey,
business plan or opportunity, product or development plan or specification,
business proposal, financial record, or business record or other record or
information relating to the business of TRYCERA or any customer.





Notwithstanding
the foregoing, the term Confidential Information shall not apply to information
which (i) TRYCERA has voluntarily disclosed to the public without restriction,
(ii) has otherwise lawfully entered the public domain, or (iii) the Employee is
required to use or disclose pursuant to an order of law (provided that employee
shall provide notice to TRYCERA of such action).





Employee
acknowledges that TRYCERA from time to time has in its possession information
which is claimed by customers and potential business partners or affiliates to
be proprietary and which TRYCERA has agreed to keep confidential.  Employee
agrees that all such information shall be Confidential Information for purposes
of this Agreement.





10.


NON-SOLICITATION,
NONCOMPETITION AND CIRCUMVENT.





Effective
on the date that his employment with TRYCERA terminates and for a period of
twenty-four (24) months thereafter, the Employee shall not directly (a) employ
or solicit for employment, or assist in any way in solicitation for employment,
any person employed by TRYCERA or any of its subsidiaries or affiliates then or
at any time within the preceding twenty-four (24) months; or (b) solicit, or
assist in any way in the solicitation of business from any of TRYCERA’s or its
affiliates’ clients or prospective clients, either for the Employee’s own
benefit or the benefit of anyone other than TRYCERA, unless the business being
solicited is not competitive with the services or products provided by TRYCERA
or its affiliates.  Clause (b) shall not apply unless the business being
solicited is in a line of business in which TRYCERA was already engaged or
already had under active consideration while the Employee was employed by
TRYCERA or is a natural extension of such a line of business with a client that
was an existing client of TRYCERA during that time.







5


/s/
      RNV
            
            /s/
      RASTrycera
      Initials
            
            Employee
      Initials

















During
the term of this Agreement and for a period of twenty-four (24) months following
the term hereof, Employee shall not, directly or indirectly, on his own behalf,
or as owner, manager, stockholder, consultant, director, officer, or employee of
any business entity (except as a holder of not more than 1% of the stock of a
publicly held company) participate, directly or indirectly, in any capacity, in
any business that derives more than twenty percent (20%) of its revenues from
services or products which would compete directly with a line of business
in which TRYCERA was already engaged or already had under active consideration
while the Employee was employed by TRYCERA or is a natural extension of such a
line of business with a client that was an existing client of TRYCERA during
that time.





11.


EMPLOYEE
REPRESENTATION.





The
Employee represents and warrants to TRYCERA that he is not now under any
obligation of a contractual or other nature to any person, business or other
entity that is inconsistent or in conflict with this Agreement or that would
prevent him from performing his obligations under this Agreement.





12.


OWNERSHIP
AND ASSIGNMENT OF INTELLECTUAL PROPERTY.





Employee
agrees that all originals and all copies of all manuscripts, drawings, prints,
manuals, diagrams, letters, notes, notebooks, reports, models, records, files,
memoranda, plans, sketches and all other documents and materials containing,
representing, evidencing, recording, or constituting any Confidential
Information (as defined in Section 9 above), however and whenever produced
(whether by Employee or others) during the course of his employment with
TRYCERA, shall be the sole property of TRYCERA.





Employee
agrees that all Confidential Information and all other discoveries, inventions,
ideas, specifications, designs, concepts, research and other information,
processes, products, methods and improvements, or parts thereof conceived,
developed, or otherwise made by him, alone or jointly with others and in any way
relating to TRYCERA’s present or proposed products, programs or services or to
tasks assigned to him during the course of his employment, whether or not
patentable or subject to copyright protection and whether or not reduced to
tangible form or reduced to practice, during the period of his employment with
TRYCERA, whether or not made during his regular working hours, and whether or
not made on TRYCERA’s premises, and whether or not disclosed by him to TRYCERA
(hereinafter referred to as “Intellectual Property”), together with all products
or services which embody or emulate any Intellectual Property, shall be the sole
property of TRYCERA.





Employee
agrees to, and hereby does, assign to TRYCERA all his right, title and interest
throughout the world in and to all Intellectual Property and to anything
tangible, which evidences, incorporates, constitutes, represents or records any
Intellectual Property.  Employee agrees that all Intellectual Property
shall constitute works made for hire under the copyright laws of the United
States and hereby assigns and, to the extent any such assignment cannot be made
at present, Employee hereby agrees to assign to the Company all copyrights,
patents and other proprietary rights Employee may have in any Intellectual
Property, together with the right to file for and/or own wholly without
restriction United States and foreign patents, trademarks, and copyrights.
 Employee agrees to waive, and hereby waives, all moral rights or
proprietary rights in or to any Intellectual Property and, to the extent that
such rights may not be waived, agrees not to assert such rights against the
Company or its licensees, successors, or assigns.





Employee
hereby certifies that EXHIBIT A sets forth any and all Confidential Information
and intellectual property that Employee claims as his own or otherwise intends
to exclude from this Agreement because it was developed by him prior to the date
of this Agreement.  Employee understands that after execution of this
Agreement he shall have no right to exclude Confidential Information or
Intellectual Property from this Agreement.





13.


ARBITRATION.





Any
dispute or controversy arising under or in connection with this Agreement shall,
if TRYCERA or the Employee so elects, be settled by arbitration, in accordance
with the Commercial Arbitration Rules procedures of the American Arbitration
Association. Arbitration shall occur before a single arbitrator, provided,
however, that if the parties cannot agree on the selection of such arbitrator
within thirty (30) days after the matter is referred to arbitration, each party
shall select one arbitrator and those arbitrators shall jointly designate a
third arbitrator to comprise a panel of three arbitrators.  The decision of
the arbitrator shall be rendered in writing, shall be final, and may be entered
as a judgment in any court in the State of Utah.  TRYCERA and the Employee
each irrevocably consent to the jurisdiction of the federal and state courts
located in State of Utah for this purpose.  The arbitrator shall be
authorized to allocate the costs of arbitration between the parties.
 Notwithstanding the foregoing, TRYCERA, in its sole discretion, may bring
an action in any court of competent jurisdiction to seek injunctive relief in
order to avoid irreparable harm and such other relief as TRYCERA shall elect to
enforce the Employee’s covenants in Sections 9, 10, and 12 hereof.







6


/s/
      RNV
            
            /s/
      RASTrycera
      Initials
            
            Employee
      Initials

















14.


LEGAL
EXPENSES.





Except as
provided in Section 13 hereof, if any legal action or other proceeding is
brought for the enforcement of this Agreement, or because of an alleged dispute,
breach, default, or misrepresentation in connection with any of the provisions
of this Agreement, the successful or prevailing party or parties will be
entitled to recover reasonable attorneys’ fees and other costs incurred in that
action or proceeding, in addition to any other relief to which it or they may be
entitled.





15.


INDEMNIFICATION.





TRYCERA
agrees that if the Employee is made a party, or is threatened to be made a
party, to any action, suit or proceeding, whether civil, criminal,
administrative, or investigative (a “Proceeding”), by reason of the fact that he
is or was a director, officer or employee or TRYCERA, or is or was serving at
the request of TRYCERA as a director, officer, member, employee or agent of
another corporation, partnership, limited liability company, joint venture,
trust or other enterprise, including service with respect to employee
benefit plans, whether or not the basis of such Proceeding is the Employee’s
alleged action in an official capacity while serving as a director, officer,
member, employee or agent, the Employee shall be Indemnified and held harmless
by TRYCERA to the fullest extent permitted or authorized by TRYCERA’s
articles of incorporation and bylaws.  To the extent consistent with the
foregoing, this obligation to indemnify the Employee and hold him harmless shall
continue even if he has ceased to be a director, officer, member, employee or
agent of TRYCERA or other such entity described above, and shall inure to the
benefit of the Employee’s heirs, executors and administrators.  TRYCERA
shall advance to the Employee all reasonable costs and expenses incurred by him
in connection with a Proceeding within twenty (20) days after receipt by TRYCERA
of a written request for such advance.  Such request shall include an
undertaking by the Employee to repay the amount of such advance if it shall
ultimately be determined that the Employee is not entitled to be indemnified
against such costs and expenses.





Neither
the failure of TRYCERA (including its Board, independent legal counsel or
stockholders) to have made a determination before such Proceeding concerning
payment of amounts claimed by the Employee under the paragraph above that
indemnification of the Employee is proper because he has met the applicable
standards of conduct, nor a determination by TRYCERA (including its Board,
independent legal counsel or stockholders) that the Employee has not met such
applicable standards of conduct, shall create a presumption that the Employee
has not met the applicable standards of conduct.





Employee
understands and acknowledges that TRYCERA may be required in the future to
undertake with the Securities and Exchange Commission to submit in certain
circumstances the question of indemnification to a court for a determination of
TRYCERA’s right under public policy to indemnify Employee.





16.


ASSIGNABILITY
AND BINDING NATURE.





This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors, heirs (in the case of the Employee) and assigns.
 No rights or obligations may be assigned or transferred by TRYCERA except
that such rights or obligations may be assigned or transferred pursuant to a
merger or consolidation in which TRYCERA is not the continuing entity, or the
sale or liquidation of all or substantially all of the assets of TRYCERA,
provided that the assignee or transferee is the successor to all or
substantially all of the assets of TRYCERA and such assignee or transferee
assumes the liabilities, obligations, and duties of TRYCERA, as contained in
this Agreement, either contractually or as a matter of law.  TRYCERA
further agrees, that in the event of a sale of assets or liquidation as
described in the foregoing sentence, it shall take whatever action it is legally
entitled to take in order to Cause the assignee or transferee to expressly
assume the liabilities, obligations, and duties of TRYCERA under this
Agreement.  Notwithstanding any such assignment, TRYCERA shall not be
relieved from liability under this Agreement. No rights or obligations of the
Employee under this Agreement may be assigned or transferred by the Employee
other than his right to receive compensation and benefits, provided such
assignment or transfer is otherwise permitted by law.





17.


NOTICES.





All
notices required or permitted hereunder shall be in writing and shall be deemed
effective: (1) upon personal delivery; (2) upon deposit with the United States
Postal Service, by registered or certified mail, postage prepaid; or (3) in the
case of delivery by nationally recognized overnight delivery service, when
received, addressed as follows:







7


/s/
      RNV
            
            /s/
      RASTrycera
      Initials
            
            Employee
      Initials

















If to
TRYCERA:





Trycera
Financial, Inc.


1656
Reunion Avenue


Suite
250


South
Jordan, UT 84095


Attn:
 Ronald N. Vance, President





If to the
Employee:





Ray A.
Smith


PO Box
2363


Pasadena,
CA 91102





or to
such other address or addresses as either party shall designate to the other in
writing from time to time by like notice.





18.


AMENDMENT.





This
agreement may be amended or modified only by a written instrument executed by
both TRYCERA and the Employee.





19.


PRONOUNS.





Whenever
the context might require, any pronouns used herein shall include the
corresponding masculine, feminine or neuter forms, and the singular forms of
nouns and pronouns shall include the plural, and vice versa.





20.


CAPTIONS.





The
captions appearing herein are for convenience of reference only and in no way
define, limit or affect the scope or substance of any section
hereof.





21.


TIME.





All
references herein to periods of days are to calendar days, unless expressly
provided otherwise.  Where the time period specified herein would end on a
weekend or holiday, the time period shall be deemed to end on the next business
day.





22.


ENTIRE
AGREEMENT.





This
Agreement constitutes the entire agreement between TRYCERA and the Employee and
supersedes all prior agreements and understandings, whether written or oral
relating to the subject matter hereof.





23.


SEVERABILITY.





In case
any TRYCERA hereof shall be held by a court or arbitrator with jurisdiction over
TRYCERA or the Employee to be invalid, illegal, or otherwise unenforceable, such
TRYCERA shall be restated to reflect as nearly as possible the original
intentions of TRYCERA and the Employee in accordance with applicable law, and
the validity, legality, and enforceability of the remaining TRYCERA’s shall in
not way be affected or impaired thereby.





24.


WAIVER.





No delays
or omission by TRYCERA or the Employee in exercising any right hereunder shall
operate as a waiver of that or any other right.  A waiver or consent given
by TRYCERA or the Employee or any one occasion shall be effective only in that
instance and shall not be construed as a bar or waiver of any right on any other
occasion.





25.


GOVERNING
LAW.





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.







8


/s/
      RNV
            
            /s/
      RASTrycera
      Initials
            
            Employee
      Initials

















26.


SUCCESSORS
AND ASSIGNS.





This
Agreement shall be binding upon and inure to the benefit of both TRYCERA and the
Employee and their respective successors and assigns, including any entity with
which or into which TRYCERA might be merged or that might succeed to its assets
or business or any entity to which TRYCERA might assign its rights and
obligations hereunder; provided, however, that the obligations of the Employee
are personal and shall not be assigned or delegated by him.





27.


WITHHOLDING.





TRYCERA
may make any appropriate arrangements to deduct from all benefits provided
hereunder any taxes reasonably determined to be required to be withheld by any
government or government agency.  The Employee shall bear all taxes on
benefits provided hereunder to the extent that no taxes are withheld,
irrespective of whether withholding is required.





28.


COUNTERPARTS.





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





29.


FULL
KNOWLEDGE.





By their
signatures, the parties acknowledge that they have carefully read and fully
understand the terms and conditions of this Agreement, that each party has had
the benefit of separate counsel, or has been advised to obtain separate counsel,
and that each party has freely agreed to be bound by the terms and conditions of
this Agreement.





IN
WITNESS WHEREOF, TRYCERA and the Employee have executed this Agreement effective
as of the day and year first written above.





TRYCERA:


Trycera
Financial, Inc.





Date:
 February 6, 2009


By:
 /s/
Ronald N. Vance


Ronald N.
Vance, President








EMPLOYEE:





Date:
 February 6, 2009


/s/ Ray A. Smith


Ray A.
Smith







9


/s/
      RNV
            
            /s/
      RASTrycera
      Initials
            
            Employee
      Initials