THE LAW
OFFICE OF


RONALD
N. VANCE, P.C.


Attorney
at Law


1656
REUNION AVENUE


SUITE
250


SOUTH
JORDAN, UTAH 84095





ALSO
      ADMITTED IN CALIFORNIA (INACTIVE)
            TELEPHONE
      (801) 446-8802FAX
      (801) 446-8803EMAIL:
      ron@vancelaw.us


Exhibit
10.3





January
16, 2009





Alan S.
Knitowski, Chairman


Trycera
Financial, Inc.





Re:
 Attorney-Client Contract





Dear
Alan:





The
purpose of this letter is to set forth the terms of my engagement on behalf of
Trycera Financial, Inc., a Nevada corporation (the “Company”).  It is
understood that professional rules of conduct require that I owe my professional
and ethical duty to the Company as an organization and as such my representation
shall be of the corporate entity and not individual officers, directors, or
shareholders, or any other parties, unless expressly agreed in writing,.  I
understand that the terms and conditions of my engagement shall be as
follows:





1.


Scope of Engagement.
 I will provide legal representation of the Company and my services under
this engagement will include the following:  (i) prepare and maintain
corporate books and records; (ii) negotiate settlement of outstanding debts of
the Company; (iii) negotiate potential reverse acquisition of the Company; and
(iv) prepare periodic and other reports for filing with the Securities and
Exchange Commission, including but not limited to, periodic and current reports,
beneficial ownership reports of management, and other securities documents.
 My representation will include all preparation of the documents related to
my services.  I will not provide tax or accounting advice or services.
  I have also agreed to serve as the sole director and officer of the
Company during the interim period in which the Company is seeking a new business
venture.  I will not bill the Company for my services as either an officer
or director of the Company, but all services performed for the Company, unless
otherwise expressly related to director or officer services, will be performed
by me as legal counsel under this engagement agreement.  I will perform
such other legal services as reasonably requested from time to time and related
to my representation of the Company.





2.


Fees and Costs.
 My fees for representing the Company shall be $400 per hour, which
represents a premium to my current hourly billing rate and is based upon the
inability of the Company to pay these fees unless and until the Company secures
additional funding, of which there is no assurance.  My fees shall include
$125 per hour for services performed by my senior assistant and $100 per hour
for my junior assistant, which rates are subject to change upon prior notice.
 I will bill in tenths of an hour, with two-tenths of an hour as the
minimum charge on any matter.





In
addition to charges for my fees, the Company will be billed for all identifiable
costs, if any, such as copying charges, fax transmissions, long distance
telephone expenses, delivery fees, filing fees, computerized legal research,
edgarizing fees, out-of-town travel expenses, and similar charges.





3.


Billing.  I will
bill for all costs, expenses and for all services approximately monthly.
 My invoices and billing statements will summarize the nature of the work
performed during the billing period and the costs incurred and will be provided
to the Company.





4.


Payments and Late
Charges. All billings to the Company shall be due and payable upon the
closing of a reverse acquisition or my resignation as a director, whichever
shall first occur.  With respect to all billings to the Company not covered
by the retainer amount set forth above, amounts when due and payable will
incur a late charge of 1.5 percent per month of the total unpaid
balance.
















Alan S.
Knitowski, Chairman


January
16, 2009


Page
2











5.


Due Diligence.
 By executing this letter the Company agrees to provide me to all books,
records, and documents reasonably requested by me to perform the services of
this engagement.  The Company also agrees to furnish me with all
information concerning its operations, management, financial status, properties,
and other matters reasonably requested by me.  The Company agrees that the
books, records, documents, and information provided to me by it shall not
contain any untrue statement of material fact or omit a material fact to make
the statement contained therein not misleading.  The Company will
promptly notify me if it learns of any material inaccuracy or misstatement in,
or material omission from, any information theretofore delivered to me.
 Further, the Company agrees to provide me acce3ss to the operations and
properties of the Company, as well as to the officers, directors,
accountants, legal counsel, advisors, employees, 5% shareholders, and other
persons associated with the Company.  It is understood and agreed that the
failure by the Company to comply with the terms of this paragraph shall be
grounds for me to terminate the engagement.





6.


Term. This engagement
agreement shall supersede any prior engagement agreements between my firm and
the Company. The Company may terminate this agreement and my representation of
the Company, at any time by notifying me in writing. I may terminate this
agreement by written notice to the Company not less than 30 days prior to the
effective time of the termination by me.





7.


Client Files and
Records.  Upon termination of my representation under this
agreement, I will make all client files available for pickup at my office or
delivery to the Company’s office, provided that the costs of delivery are
advanced by the Company.  Any client files not picked up within five years
from the termination of this engagement shall be destroyed.  Client files
shall include all papers and property the Company has provided to me; any
litigation materials; all correspondence; and any business records.  Client
files shall not include my work product such as my notes; research files;
internal memoranda; and unfiled documents.  During and after the term of
this engagement, I may scan and preserve electronically any documents which
constitute my files in this matter and destroy any paper copies of such files.
 No original corporate documents, such as stock certificates, minutes,
bylaws, articles, contracts, or other originally executed corporate records will
be destroyed during the term of the engagement.  If there are any other
documents you wish to preserve in their original form, you should notify my
office.





8.


Governing Law and Venue of
Any Disputes.  It is agreed that any dispute which I may have with
the Company regarding my representation of it, including, but not limited to,
collection of amounts owed for services rendered, and any dispute whatsoever
which the Company may have with me, or an employee or legal assistant employed
by me, which arises out of the furnishing of legal service3s to the Company
shall be resolved solely in a court of competent jurisdiction in Salt Lake City,
Utah.  This engagement agreement and any dispute between the parties shall
be governed by the law of the State of Utah.





If it is
agreed that the foregoing sets forth the conditions of the engagement, please
sign and date this letter where indicated and return it to this
office.





RONALD N.
VANCE, P.C.











By /s/
Ronald N. Vance


Ronald
N. Vance, President








The above
agreement is understood and agreed to by the undersigned.  By signing
below, the individual executing this engagement agreement on behalf of the
undersigned entity represents and warrants that the Company is duly authorized
to enter into this agreement and that he or she is duly authorized to execute
this agreement on behalf of the Company.








Date:
January 16, 2009


Trycera
Financial, Inc.











By /s/ Alan S. Knitowski


Alan
S. Knitowski, Chairma