TRYCERA FINANCIAL, INC.

                              CODE OF ETHICS


     Trycera Financial, Inc. (the "Company") is formally establishing,
although it believes it has complied with the tenants of such a document
during its existence, a Code of Ethics (the "Code") pursuant to Section 406
of the Sarbanes-Oxley Act, and Item 406 of Regulation S-B, which is
designed to deter wrongdoing and to promote:

  *  Honest and ethical conduct, including the ethical handling of actual
     or apparent conflicts of interest between personal and professional
     relationships;

  *  Full, fair, accurate, timely, and understandable disclosure in reports
     and documents that the Company files with, or submits to, the
     Securities and Exchange Commission, and in other public communications
     made by the Company;

  *  Compliance with applicable government laws, rules, and regulations;

  *  The prompt internal reporting of violations of the Code to the
     appropriate person or persons identified in the Code; and

  *  Accountability for adherence to the Code.

     The Code of Ethics expects the highest standard of ethical conduct and
fair dealing of its senior financial and accounting officers, defined as
the principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions.
While this policy is intended to only cover the actions of the senior
financial officers, the Company expects its other officers, directors and
employees will also review this Code and abide by its provisions.  The
Company's reputation is a valuable asset and as such must continually be
guarded by all associated with the Company so as to earn the trust,
confidence and respect of our suppliers, customers and shareholders.

     The Company's senior financial and accounting officers are committed
to conducting business in accordance with the highest ethical standards.
The senior financial and accounting officers must comply with all
applicable laws, rules and regulations.  Furthermore, senior financial and
accounting officers must not commit an illegal or unethical act or instruct
or authorize others to do so.



Conflicts of Interest

     The senior financial and accounting officers must act in the best
interests of the Company, and should avoid any situation that presents an
actual, potential, or apparent conflict between their personal interests
and the interests of the Company.

     The senior financial and accounting officers have a conflict when
their personal interests, relationships, or activities, or those of a
member of their immediate family, interfere or conflict, or even appear to
interfere or conflict, with the interests of the Company.  A conflict of
interest prevents one from acting objectively with the best interests of
the Company in mind, or prevents one from exercising sound, ethical
business judgment.

Public Communications

     The Company is committed to providing Company information to the
public in a manner that complies with all applicable legal and regulatory
requirements and that promotes investor confidence by facilitating fair,
orderly and efficient behavior.  The reports and documents filed by the
Company with the Securities and Exchange Commission, as well as any other
public communications, must be complete, fair, accurate and timely.  The
senior financial and accounting officers must do everything in their power
to comply with these standards.

Gifts

     The senior financial and accounting officers may not give or receive
kickbacks, rebates, gifts, services, or any other benefits, other than
gifts of nominal value from a supplier, competitor, government official,
customer or any other person with which the Company does, or expects to do,
business.  Amounts would be considered in excess of nominal value if they
create the appearance of impropriety or actually influence the Company to
give preferential, versus arms-length, treatment to the provider.

Loans

     Senior financial and accounting officers may not accept loans, or loan
guarantees, from the Company, or from any persons or entities, either doing
business with, or seeking business with the Company.  The Company will not
make any loans to senior financial and accounting officers, other officers,
directors, employees, or any outside parties doing business with, or
seeking business with, the Company.

Confidential Information

     Senior financial and accounting officers, as well as other officers,
directors and employees, are to respect the confidentiality of Company,
employee, supplier, customer, competitor and any other person or entity's
information that is not a matter of public record.   Confidential
information must not be used for personal gain.

                                     2


Compliance with the Code

     Senior financial and accounting officers are expected to fully comply
with this Code.  This Code will be strictly enforced and any violations
will be dealt with immediately.  Depending on the severity of
noncompliance, such violations could lead to disciplinary action, including
termination.  Furthermore, violations involving material unlawful behavior
will be reported to appropriate outside authorities.  If anyone is unclear
as to the possibility of a violation of this Code, he should seek the
opinion of the President of the Company, the Audit Committee, and/or
outside legal counsel.

     If senior financial and accounting officers, or other officers,
directors and employees, have knowledge or are suspicious of any
non-compliance with this Code, or are concerned that circumstances could
lead to a violation of this Code, they should discuss this with their
immediate supervisor, the President of the Company, the Audit Committee,
and/or outside legal counsel.

     The Company will not allow any retaliation against an employee,
officer, or director who acts in good faith in reporting any actual or
suspected violation.  Open communication of issues and concerns without
fear of retribution or retaliation is vital to the success of this Code.

Adherence to the Code

     The President will have primary authority and responsibility for the
enforcement of this Code, subject to the supervision of the Audit Committee
of the Board of Directors, and shall promptly notify the Audit Committee of
any violation of this Code.


Adopted by the Board of Directors on August 25, 2004



                                     3