Exhibit
10.6
January 2, 2007
Mr. Bryan Kenyon
CFO
Trycera Financial, Inc.
18023 E. Sky Park Circle, Suite G
Irvine, CA 92614
Dear Bryan:
Curo
Capital, LLC, (the "Company") is in the business of asset
management, investment banking and corporate advisory services.
As part of
its operating structure, its principals provide fiduciary services
to
Trycera Financial, Inc. ("Trycera"), and its Board of Directors.
As part
of the services associated with Trycera's Office of the Chairman
and as
previously discussed in person, the Company requests compensation
for
office space and administrative services based on the parameters
outlined
below:
Trycera agrees to pay Company $1,000.00 per month towards the
Company's
office lease activities associated with Trycera's Office of the
Chairman
(the "Rent").
(a)
Trycera shall continue
paying the Rent to Company until the
Company lease expires on 12/31/08, or until such a time as
other
arrangements are determined, which would be amended to this
letter agreement.
(b)
For your convenience,
any notice required by this letter shall be
effective after actual receipt by the receiving party when
delivered by facsimile or reputable overnight courier if
properly
addressed and prepaid.
Notices shall be sent to the addresses
set forth below, unless either party notifies the other in
writing of an address change.
If to Company: Curo Capital, LLC
2
San Joaquin Plaza, Suite 240
Newport Beach, CA 92660
Fax: (949)
721-1472
Attention: Alan S.
Knitowski
If to Trycera: Trycera Financial, Inc.
18023 East Sky Park Circle, Suite G
Irvine, California 92614
Fax: (949) 273-4310
Attention: Bryan Kenyon
Representations and Warranties.
-------------------------------
Company represents and warrants that: (i) it is a corporation or
other applicable entity duly organized, validly existing and in
good
standing under the laws of the State of Delaware; (ii) it has the
lawful
right, power, authority and capacity to enter into this Agreement;
(iii)
the person signing this Agreement is authorized to do so; and (iv)
neither
the execution nor the performance of this Agreement shall
constitute a
violation of or interfere with Company's obligations to any third
party.
Curo Capital/Trycera Financial Letter Agreement
Curo Capital LLC Confidential
Page 1 of 4
Trycera represents and warrants that: (i) it is a corporation
duly
organized, validly existing and in good standing under the laws of
the
State of Nevada; (ii) it has the lawful right, power, authority
and
capacity to enter into this Agreement; (iii) the person signing
this
Agreement is authorized to do so; and (iv) neither the execution
nor the
performance of this Agreement shall constitute a violation of or
interfere
with Trycera's obligations to any third party.
Governing Law.
--------------
This
Agreement shall be construed, interpreted and enforced in
accordance with the internal laws of the California, without giving
effect
to that body of law concerning conflicts of law.
Arbitration.
------------
Any
controversy, dispute or claim arising out of or relating to
this
Agreement or breach thereof shall first be settled throug
